EXHIBIT
10.3

    


    Execution
Version

    


    REVOLVING
CREDIT AND TERM LOAN AGREEMENT

     

    dated
as of October 21, 2010

     

    among

     

    EASYLINK
SERVICES INTERNATIONAL CORPORATION,

    as
Borrower

     

    THE
LENDERS FROM TIME TO TIME PARTY HERETO,

     

    SUNTRUST
BANK,

    as
Administrative Agent

     

    FIFTH
THIRD BANK, AN OHIO BANKING CORPORATION

     

    as
Syndication Agent

     

    BANK OF NORTH GEORGIA, A DIVISION OF
SYNOVUS BANK,

    as
co-Documentation Agent

     

    and

     

    THE PRIVATEBANK & TRUST
COMPANY,

    as
co-Documentation Agent

    
      	
               

            


    

    


    SUNTRUST
ROBINSON HUMPHREY, INC.,

    as Sole
Lead Arranger and Sole Book Manager


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

    


    
      
        
          
            
              	 
      	 
      	 
      	 
      	 
      	
                      Page

                    
	 
      	 
      	 
      	 
      	 
      	 
      
	
                      ARTICLE
      I

                    	
                      DEFINITIONS;
      CONSTRUCTION

                    	 
      	
                      1

                    
	
                      Section
      1.1.

                    	 
      	
                      Definitions

                    	 
      	
                      1

                    
	
                      Section
      1.2.

                    	 
      	
                      Classifications
      of Loans and Borrowings

                    	 
      	
                      28

                    
	
                      Section
      1.3.

                    	 
      	
                      Accounting
      Terms and Determination

                    	 
      	
                      28

                    
	
                      Section
      1.4.

                    	 
      	
                      Terms
      Generally

                    	 
      	
                      29

                    
	 
      	 
      	 
      	 
      	 
      	 
      
	
                      ARTICLE
      II

                    	AMOUNT
      AND TERMS OF THE COMMITMENTS	 
      	
                      29

                    
	
                      Section
      2.1.

                    	 
      	
                      General
      Description of Facilities

                    	 
      	
                      29

                    
	
                      Section
      2.2.

                    	 
      	
                      Revolving
      Loans

                    	 
      	
                      29

                    
	
                      Section
      2.3.

                    	 
      	
                      Procedure
      for Revolving Borrowings

                    	 
      	
                      30

                    
	
                      Section
      2.4.

                    	 
      	
                      Swingline
      Commitment

                    	 
      	
                      30

                    
	
                      Section
      2.5.

                    	 
      	
                      Term
      Loan Commitments

                    	 
      	
                      32

                    
	
                      Section
      2.6.

                    	 
      	
                      Funding
      of Borrowings

                    	 
      	
                      32

                    
	
                      Section
      2.7.

                    	 
      	
                      Interest
      Elections

                    	 
      	
                      33

                    
	
                      Section
      2.8.

                    	 
      	
                      Optional
      Reduction and Termination of Commitments

                    	 
      	
                      34

                    
	
                      Section
      2.9.

                    	 
      	
                      Repayment
      of Loans

                    	 
      	
                      35

                    
	
                      Section
      2.10.

                    	 
      	
                      Evidence
      of Indebtedness

                    	 
      	
                      36

                    
	
                      Section
      2.11.

                    	 
      	
                      Optional
      Prepayments

                    	 
      	
                      37

                    
	
                      Section
      2.12.

                    	 
      	
                      Mandatory
      Prepayments

                    	 
      	
                      37

                    
	
                      Section
      2.13.

                    	 
      	
                      Interest
      on Loans

                    	 
      	
                      39

                    
	
                      Section
      2.14.

                    	 
      	
                      Fees

                    	 
      	
                      40

                    
	
                      Section
      2.15.

                    	 
      	
                      Computation
      of Interest and Fees

                    	 
      	
                      41

                    
	
                      Section
      2.16.

                    	 
      	
                      Inability
      to Determine Interest Rates

                    	 
      	
                      41

                    
	
                      Section
      2.17.

                    	 
      	
                      Illegality

                    	 
      	
                      42

                    
	
                      Section
      2.18.

                    	 
      	
                      Increased
      Costs

                    	 
      	
                      42

                    
	
                      Section
      2.19.

                    	 
      	
                      Funding
      Indemnity

                    	 
      	
                      43

                    
	
                      Section
      2.20.

                    	 
      	
                      Taxes

                    	 
      	
                      44

                    
	
                      Section
      2.21.

                    	 
      	
                      Payments
      Generally; Pro Rata Treatment; Sharing of Set-offs

                    	 
      	
                      46

                    
	
                      Section
      2.22.

                    	 
      	
                      Letters
      of Credit

                    	 
      	
                      48

                    
	
                      Section
      2.23.

                    	 
      	
                      Increase
      of Commitments; Additional Lenders

                    	 
      	
                      52

                    
	
                      Section
      2.24.

                    	 
      	
                      Mitigation
      of Obligations

                    	 
      	
                      54

                    
	
                      Section
      2.25.

                    	 
      	
                      Replacement
      of Lenders

                    	 
      	
                      54

                    
	
                      Section
      2.26.

                    	 
      	
                      Cash
      Collateralization of Defaulting Lender Commitment

                    	 
      	
                      54

                    
	 
      	 
      	 
      	 
      	 
      
	
                      ARTICLE
      III

                    	
                      CONDITIONS
      PRECEDENT TO LOANS AND LETTERS OF CREDIT

                    	 
      	
                      55

                    
	
                      Section
      3.1.

                    	 
      	
                      Conditions
      To Effectiveness

                    	 
      	
                      55

                    
	
                      Section
      3.2.

                    	 
      	
                      Each
      Credit Event

                    	 
      	
                      59

                    
	
                      Section
      3.3.

                    	 
      	
                      Delivery
      of Documents

                    	 
      	
                      60

                    
	
                      Section
      3.4.

                    	 
      	
                      Termination
      of Existing EasyLink Credit Facility

                    	 
      	
                      61

                    
	 
      	 
      	 
      	 
      	 
      
	
                      ARTICLE
      IV

                    	
                      REPRESENTATIONS
      AND WARRANTIES

                    	 
      	
                      61

                    
	
                      Section
      4.1.

                    	 
      	
                      Existence;
      Power

                    	 
      	
                      61

                    
	
                      Section
      4.2.

                    	 
      	
                      Organizational
      Power; Authorization

                    	 
      	
                      61

                    
	
                      Section
      4.3.

                    	 
      	
                      Governmental
      Approvals; No Conflicts

                    	 
      	
                      61

                    


            

          

        

      

    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      
        
          
            
              
                
                  
                    	
                            Section
      4.4.

                          	 
      	
                            Financial
      Statements

                          	 
      	
                            62

                          
	
                            Section
      4.5.

                          	 
      	
                            Litigation
      and Environmental Matters

                          	 
      	
                            62

                          
	
                            Section
      4.6.

                          	 
      	
                            Compliance
      with Laws and Agreements

                          	 
      	
                            62

                          
	
                            Section
      4.7.

                          	 
      	
                            Investment
      Company Act, Etc.

                          	 
      	
                            62

                          
	
                            Section
      4.8.

                          	 
      	
                            Taxes

                          	 
      	
                            62

                          
	
                            Section
      4.9.

                          	 
      	
                            Margin
      Regulations

                          	 
      	
                            63

                          
	
                            Section
      4.10.

                          	 
      	
                            ERISA

                          	 
      	
                            63

                          
	
                            Section
      4.11.

                          	 
      	
                            Ownership
      of Property

                          	 
      	
                            63

                          
	
                            Section
      4.12.

                          	 
      	
                            Disclosure

                          	 
      	
                            64

                          
	
                            Section
      4.13.

                          	 
      	
                            Labor
      Relations

                          	 
      	
                            64

                          
	
                            Section
      4.14.

                          	 
      	
                            Subsidiaries

                          	 
      	
                            64

                          
	
                            Section
      4.15.

                          	 
      	
                            Solvency

                          	 
      	
                            64

                          
	
                            Section
      4.16.

                          	 
      	
                            Minimum
      Adjusted Consolidated EBITDA of Xpedite Business

                          	 
      	
                            64

                          
	
                            Section
      4.17.

                          	 
      	
                            OFAC

                          	 
      	
                            64

                          
	
                            Section
      4.18.

                          	 
      	
                            Patriot
      Act

                          	 
      	
                            65

                          
	 
      	 
      	 
      	 
      	 
      
	
                            ARTICLE
      V

                          	
                            AFFIRMATIVE
      COVENANTS

                          	 
      	
                            65

                          
	
                            Section
      5.1.

                          	 
      	
                            Financial
      Statements and Other Information

                          	 
      	
                            65

                          
	
                            Section
      5.2.

                          	 
      	
                            Notices
      of Material Events

                          	 
      	
                            67

                          
	
                            Section
      5.3.

                          	 
      	
                            Existence;
      Conduct of Business

                          	 
      	
                            67

                          
	
                            Section
      5.4.

                          	 
      	
                            Compliance
      with Laws, Etc.

                          	 
      	
                            68

                          
	
                            Section
      5.5.

                          	 
      	
                            Payment
      of Obligations

                          	 
      	
                            68

                          
	
                            Section
      5.6.

                          	 
      	
                            Books
      and Records

                          	 
      	
                            68

                          
	
                            Section
      5.7.

                          	 
      	
                            Visitation,
      Inspection, Etc.

                          	 
      	
                            68

                          
	
                            Section
      5.8.

                          	 
      	
                            Maintenance
      of Properties; Insurance

                          	 
      	
                            68

                          
	
                            Section
      5.9.

                          	 
      	
                            Use
      of Proceeds and Letters of Credit

                          	 
      	
                            69

                          
	
                            Section
      5.10.

                          	 
      	
                            Interest
      Rate Protection

                          	 
      	
                            69

                          
	
                            Section
      5.11.

                          	 
      	
                            Additional
      Subsidiaries

                          	 
      	
                            69

                          
	
                            Section
      5.12

                          	 
      	
                            Post-Closing
      Requirements

                          	 
      	
                            69

                          
	 
      	 
      	 
      	 
      	 
      
	
                            ARTICLE
      VI

                          	
                            FINANCIAL
      COVENANTS

                          	 
      	
                            71

                          
	
                            Section
      6.1.

                          	 
      	
                            Leverage
      Ratio

                          	 
      	
                            71

                          
	
                            Section
      6.2.

                          	 
      	
                            Fixed
      Charge Coverage Ratio

                          	 
      	
                            71

                          
	
                            Section
      6.3.

                          	 
      	
                            Minimum
      Consolidated Adjusted EBITDA

                          	 
      	
                            71

                          
	
                            Section
      6.4.

                          	 
      	
                            Capital
      Expenditures

                          	 
      	
                            71

                          
	 
      	 
      	 
      	 
      	 
      
	
                            ARTICLE
      VII

                          	
                            NEGATIVE
      COVENANTS

                          	 
      	
                            71

                          
	
                            Section
      7.1.

                          	 
      	
                            Indebtedness
      and Preferred Equity

                          	 
      	
                            72

                          
	
                            Section
      7.2.

                          	 
      	
                            Negative
      Pledge

                          	 
      	
                            73

                          
	
                            Section
      7.3.

                          	 
      	
                            Fundamental
      Changes

                          	 
      	
                            74

                          
	
                            Section
      7.4.

                          	 
      	
                            Investments,
      Loans, Etc.

                          	 
      	
                            74

                          
	
                            Section
      7.5.

                          	 
      	
                            Restricted
      Payments

                          	 
      	
                            75

                          
	
                            Section
      7.6.

                          	 
      	
                            Sale
      of Assets

                          	 
      	
                            76

                          
	
                            Section
      7.7.

                          	 
      	
                            Transactions
      with Affiliates

                          	 
      	
                            76

                          
	
                            Section
      7.8.

                          	 
      	
                            Restrictive
      Agreements

                          	 
      	
                            77

                          
	
                            Section
      7.9.

                          	 
      	
                            Sale
      and Leaseback Transactions

                          	 
      	
                            77

                          


                  

                

              

            

          

        

      

    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    

     


    
      
        
          
            	
                    Section
      7.10.

                  	 
      	
                    Hedging
      Transactions

                  	 
      	
                    77

                  
	
                    Section
      7.11.

                  	 
      	
                    Amendment
      to Material Documents

                  	 
      	
                    77

                  
	
                    Section
      7.12.

                  	 
      	
                    Intentionally
      Omitted

                  	 
      	
                    77

                  
	
                    Section
      7.13.

                  	 
      	
                    Accounting
      Changes

                  	 
      	
                    77

                  
	
                    Section
      7.14.

                  	 
      	
                    Lease
      Obligations

                  	 
      	
                    78

                  
	
                    Section
      7.15.

                  	 
      	
                    Government
      Regulation

                  	 
      	
                    78

                  
	 
      	 
      	 
      	 
      	 
      
	
                    ARTICLE
      VIII

                  	
                    EVENTS
      OF DEFAULT

                  	 
      	
                    78

                  
	
                    Section
      8.1.

                  	 
      	
                    Events
      of Default

                  	 
      	
                    78

                  
	 
      	 
      	 
      	 
      	 
      
	
                    ARTICLE
      IX

                  	
                    THE
      ADMINISTRATIVE AGENT

                  	 
      	
                    81

                  
	
                    Section
      9.1.

                  	 
      	
                    Appointment
      of Administrative Agent

                  	 
      	
                    81

                  
	
                    Section
      9.2.

                  	 
      	
                    Nature
      of Duties of Administrative Agent

                  	 
      	
                    81

                  
	
                    Section
      9.3.

                  	 
      	
                    Lack
      of Reliance on the Administrative Agent

                  	 
      	
                    82

                  
	
                    Section
      9.4.

                  	 
      	
                    Certain
      Rights of the Administrative Agent

                  	 
      	
                    82

                  
	
                    Section
      9.5.

                  	 
      	
                    Reliance
      by Administrative Agent

                  	 
      	
                    83

                  
	
                    Section
      9.6.

                  	 
      	
                    The
      Administrative Agent in its Individual Capacity

                  	 
      	
                    83

                  
	
                    Section
      9.7.

                  	 
      	
                    Successor
      Administrative Agent

                  	 
      	
                    83

                  
	
                    Section
      9.8.

                  	 
      	
                    Withholding
      Tax

                  	 
      	
                    84

                  
	
                    Section
      9.9.

                  	 
      	
                    Administrative
      Agent May File Proofs of Claim

                  	 
      	
                    84

                  
	
                    Section
      9.10.

                  	 
      	
                    Authorization
      to Execute other Loan Documents

                  	 
      	
                    85

                  
	
                    Section
      9.11.

                  	 
      	
                    Documentation
      Agent; Syndication Agent.

                  	 
      	
                    85

                  
	 
      	 
      	 
      	 
      	 
      
	
                    ARTICLE
      X

                  	
                    MISCELLANEOUS

                  	 
      	
                    85

                  
	
                    Section
      10.1.

                  	 
      	
                    Notices

                  	 
      	
                    85

                  
	
                    Section
      10.2.

                  	 
      	
                    Waiver;
      Amendments

                  	 
      	
                    88

                  
	
                    Section
      10.3.

                  	 
      	
                    Expenses;
      Indemnification

                  	 
      	
                    89

                  
	
                    Section
      10.4.

                  	 
      	
                    Successors
      and Assigns

                  	 
      	
                    91

                  
	
                    Section
      10.5.

                  	 
      	
                    Governing
      Law; Jurisdiction; Consent to Service of Process

                  	 
      	
                    94

                  
	
                    Section
      10.6.

                  	 
      	
                    WAIVER
      OF JURY TRIAL

                  	 
      	
                    95

                  
	
                    Section
      10.7.

                  	 
      	
                    Right
      of Setoff

                  	 
      	
                    95

                  
	
                    Section
      10.8.

                  	 
      	
                    Counterparts;
      Integration

                  	 
      	
                    96

                  
	
                    Section
      10.9.

                  	 
      	
                    Survival

                  	 
      	
                    96

                  
	
                    Section
      10.10.

                  	 
      	
                    Severability

                  	 
      	
                    96

                  
	
                    Section
      10.11.

                  	 
      	
                    Confidentiality

                  	 
      	
                    97

                  
	
                    Section
      10.12.

                  	 
      	
                    Interest
      Rate Limitation

                  	 
      	
                    97

                  
	
                    Section
      10.13.

                  	 
      	
                    Waiver
      of Effect of Corporate Seal

                  	 
      	
                    97

                  
	
                    Section
      10.14.

                  	 
      	
                    Patriot
      Act

                  	 
      	
                    98

                  


          

        

      

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedules

     

    
      
        	
                Schedule
      I

              	 
      	
                -

              	 
      	
                Applicable
      Margin and Applicable Percentage

              
	
                Schedule
      II

              	 
      	
                -

              	 
      	
                Commitment
      Amounts

              
	
                Schedule
      4.3

              	 
      	
                -

              	 
      	
                No
      Conflicts

              
	
                Schedule
      4.5(a)

              	 
      	
                -

              	 
      	
                Litigation

              
	
                Schedule
      4.5(b)

              	 
      	
                -

              	 
      	
                Environmental
      Matters

              
	
                Schedule
      4.6

              	 
      	
                -

              	 
      	
                Compliance
      with Laws

              
	
                Schedule
      4.11

              	 
      	
                -

              	 
      	
                Ownership
      of Property

              
	
                Schedule
      4.14

              	 
      	
                -

              	 
      	
                Subsidiaries

              
	
                Schedule
      5.12(a)

              	 
      	
                -

              	 
      	
                Landlord
      Waiver Locations

              
	
                Schedule
      7.1

              	 
      	
                -

              	 
      	
                Outstanding
      Indebtedness

              
	
                Schedule
      7.2

              	 
      	
                -

              	 
      	
                Existing
      Liens

              
	
                Schedule
      7.4

              	 
      	
                -

              	 
      	
                Existing
      Investments

              


      

    

    


    Exhibits

     

    
      
        	
                Exhibit
      A

              	 
      	
                -

              	 
      	
                Form
      of Revolving Credit Note

              
	
                Exhibit
      B

              	 
      	
                -

              	 
      	
                Form
      of Term Note

              
	
                Exhibit
      C

              	 
      	
                -

              	 
      	
                Form
      of Swingline Note

              
	
                Exhibit
      D

              	 
      	
                -

              	 
      	
                Form
      of Assignment and Acceptance

              
	
                Exhibit
      E

              	 
      	
                -

              	 
      	
                Form
      of Subsidiary Guaranty Agreement

              
	
                Exhibit
      2.3

              	 
      	
                -

              	 
      	
                Form
      of Notice of Revolving Borrowing

              
	
                Exhibit
      2.4

              	 
      	
                -

              	 
      	
                Form
      of Notice of Swingline Borrowing

              
	
                Exhibit
      2.5

              	 
      	
                -

              	 
      	
                Form
      of Notice of Term Loan Borrowing

              
	
                Exhibit
      2.7

              	 
      	
                -

              	 
      	
                Form
      of Notice of Conversion/Continuation

              
	
                Exhibit
      3.1(b)(vi)

              	 
      	
                -

              	 
      	
                Form
      of Secretary’s Certificate

              
	
                Exhibit
      3.1(b)(ix)

              	 
      	
                -

              	 
      	
                Form
      of Officer’s Certificate

              
	
                Exhibit
      5.1(c)

              	 
      	
                -

              	 
      	
                Form
      of Compliance
Certificate

              


      

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    REVOLVING CREDIT AND TERM
LOAN AGREEMENT

     

    THIS
REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Agreement”) is made
and entered into as of October 21, 2010, by and among EASYLINK SERVICES
INTERNATIONAL CORPORATION, a Delaware corporation (the “Borrower”), the
several banks and other financial institutions and lenders from time to time
party hereto (the “Lenders”), and
SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the
“Administrative
Agent”), as issuing bank (the “Issuing Bank”) and as
swingline lender (the “Swingline
Lender”).

     

    WITNESSETH:

     

    WHEREAS,
the Borrower has requested that the Lenders (a) establish a $20,000,000
revolving credit facility, with a $5,000,000 letter of credit sub-facility and a
$5,000,000 swingline loan sub-facility, in favor of, and (b) make a term loan in
the principal amount equal to $110,000,000 to, the Borrower; and

     

    WHEREAS,
subject to the terms and conditions of this Agreement, the Lenders, the Issuing
Bank and the Swingline Lender, to the extent of their respective Commitments as
defined herein, are willing severally to establish the requested revolving
credit facility, letter of credit subfacility and the swingline subfacility in
favor of, and severally to make the term loan to, the Borrower.

     

    NOW,
THEREFORE, in consideration of the premises and the mutual covenants herein
contained, the Borrower, the Lenders, the Administrative Agent, the Issuing Bank
and the Swingline Lender agree as follows:

     

    ARTICLE
I

     

    DEFINITIONS;
CONSTRUCTION

     

    Section
1.1. Definitions.  In
addition to the other terms defined herein, the following terms used herein
shall have the meanings herein specified (to be equally applicable to both the
singular and plural forms of the terms defined):

     

    “Acquired Adjusted
EBITDA” shall mean, (i) with respect to any Acquired Business for any
period, the amount for such period of Consolidated Adjusted EBITDA of such
Acquired Business, all as determined on a consolidated basis for such Acquired
Business in a manner not inconsistent with GAAP, and (ii) with respect to the
Xpedite Business for any period, as follows:

     

    
      
        
          
            	
                    Applicable Period

                  	 	
                    Acquired Adjusted EBITDA

                  	 
	
                    From
      August 1, 2010 through October 20, 2010

                  	 	$	7,229,917	 
	
                    From
      May 1, 2010 through July 31, 2010

                  	 	$	8,122,500	 
	
                    From
      Feb 1, 2010 through April 30, 2010

                  	 	$	8,122,500	 
	
                    From
      Nov 1, 2009 through January 31, 2010

                  	 	$	8,122,500	 


          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “Acquired Business”
shall have the meaning provided in the definition of the term Permitted
Acquisition.

     

    “Additional Commitment
Amount” shall have the meaning given to such term in Section
2.23.

     

    “Additional Lender”
shall have the meaning given to such term in Section
2.23.

     

    “Adjusted LIBO Rate”
shall mean, with respect to each Interest Period for a Eurodollar Borrowing, the
rate per annum obtained by dividing (i) LIBOR for such Interest Period by
(ii) a percentage equal to 1.00 minus the Eurodollar Reserve
Percentage.

     

    “Administrative Agent”
shall have the meaning assigned to such term in the opening paragraph
hereof.

     

    “Administrative
Questionnaire” shall mean, with respect to each Lender, an administrative
questionnaire in the form prepared by the Administrative Agent and submitted to
the Administrative Agent duly completed by such Lender.

     

    “Affiliate” shall
mean, as to any Person, any other Person that directly, or indirectly through
one or more intermediaries, Controls, is Controlled by, or is under common
Control with, such Person.  For the purposes of this definition,
“Control” shall mean the power, directly or indirectly, either to (i) vote 5% or
more of the securities having ordinary voting power for the election of
directors (or persons performing similar functions) of a Person or (ii) direct
or cause the direction of the management and policies of a Person, whether
through the ability to exercise voting power, by control or
otherwise.  The terms “Controlling”, “Controlled by”, and “under
common Control with” have the meanings correlative thereto.

     

    “Aggregate Revolving
Commitment Amount” shall mean the aggregate principal amount of the
Aggregate Revolving Commitments from time to time.  On the Closing
Date, the Aggregate Revolving Commitment Amount is $20,000,000.

     

    “Aggregate Revolving
Commitments” shall mean, collectively, all Revolving Commitments of all
Lenders at any time outstanding.

     

    “Aggregate Term Loan
Commitments” shall mean, collectively, all Term Loan Commitments of all
Lenders at any time outstanding.

     

    “Anti-Terrorism Order”
shall mean Executive Order 13224, signed by President George W. Bush on
September 24, 2001.

     

    “Annualized” means,
with respect to any amount for any applicable period, the applicable amount for
the applicable period divided
by the number of months in such applicable period times twelve
(12).

     

    “Applicable Lending
Office” shall mean, for each Lender and for each Type of Loan, the
“Lending Office” of such Lender (or an Affiliate of such Lender) designated for
such Type of Loan in the Administrative Questionnaire submitted by such Lender
or such other office of such Lender (or an Affiliate of such Lender) as such
Lender may from time to time specify to the Administrative Agent and the
Borrower as the office by which its Loans of such Type are to be made and
maintained.

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    “Applicable Margin”
shall mean, as of any date, (a) with respect to all Term Loans outstanding on
such date and (b) with respect to interest on all Revolving Loans and Swingline
Loans outstanding on such date or the letter of credit fee, as the case may be,
a percentage per annum determined by reference to the applicable Leverage Ratio
in effect on such date as set forth on Schedule I; provided, that a
change in the Applicable Margin resulting from a change in the Leverage Ratio
shall be effective on the second Business Day after which the Borrower delivers
each of the financial statements required by Section 5.1(a) and
(b) and the
Compliance Certificate required by Section 5.1(c); provided further,
that if at any time the Borrower shall have failed to deliver such financial
statements and such Compliance Certificate when so required, the Applicable
Margin shall be at Level V as set forth on Schedule I until such
time as such financial statements and Compliance Certificate are delivered, at
which time the Applicable Margin shall be determined as provided
above.  Notwithstanding the foregoing, the Applicable Margin shall be
at Level IV as set forth on Schedule I from the
Closing Date until the earlier of (i) the date on which financial statements and
Compliance Certificate for the Fiscal Quarter ending January 31, 2011 are
required to be delivered or (ii) the date on which such financial statements and
Compliance Certificate are actually delivered.  In the event that any
financial statement or Compliance Certificate delivered hereunder is shown to be
inaccurate (regardless of whether this Agreement or the Commitments are in
effect when such inaccuracy is discovered), and such inaccuracy, if corrected,
would have led to the application of a higher or lower Applicable Margin based
upon the pricing grid set forth on Schedule I (the
“Accurate Applicable
Margin”) for any period that such financial statement or Compliance
Certificate covered, then (i) the Borrower shall, within three (3) Business
Days, deliver to the Administrative Agent a correct financial statement or
Compliance Certificate, as the case may be, for such period, (ii) the Applicable
Margin shall be adjusted such that after giving effect to the corrected
financial statements or Compliance Certificate, as the case may be, the
Applicable Margin shall be reset to the Accurate Applicable Margin based upon
the pricing grid set forth on Schedule I for such
period and (iii) either the Borrower shall, within three (3) Business Days, pay
to the Administrative Agent, for the account of the Lenders, the accrued
additional interest owing as a result of such Accurate Applicable Margin for
such period, or, in the case of a lower Accurate Applicable Margin, the Lenders
shall promptly pay any resulting excess interest to Administrative Agent, for
the account of the Borrower.   The provisions of this definition
shall not limit the rights of the Administrative Agent and the Lenders with
respect to Section
2.13(c) or Article VIII.
 

    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    “Applicable
Percentage” shall mean, as of any date, with respect to the commitment
fee as of any date, the percentage per annum determined by reference to the
Leverage Ratio in effect on such date as set forth on Schedule I; provided, that a
change in the Applicable Percentage resulting from a change in the Leverage
Ratio shall be effective on the second Business Day after which the Borrower
delivers each of the financial statements required by Section 5.1(a) and (b) and the Compliance
Certificate required by Section 5.1(c); provided further, that if at
any time the Borrower shall have failed to deliver such financial statements and
such Compliance Certificate when so required, the Applicable Percentage shall be
at Level V as set forth on Schedule I until such
time as such financial statements and Compliance Certificate are delivered, at
which time the Applicable Percentage shall be determined as provided
above.  Notwithstanding the foregoing, the Applicable Percentage for
the commitment fee shall be at Level IV as set forth on Schedule I from the
Closing Date until the earlier of (i) the date on which financial statements and
Compliance Certificate for the Fiscal Quarter ending January 31, 2011 are
required to be delivered or (ii) the date on which such financial statements and
Compliance Certificate are actually delivered.  In the event that any
financial statement or Compliance Certificate delivered hereunder is shown to be
inaccurate (regardless of whether this Agreement or the Commitments are in
effect when such inaccuracy is discovered), and such inaccuracy, if corrected,
would have led to the application of a higher Applicable Percentage based upon
the pricing grid set forth on Schedule I (the
“Accurate Applicable
Percentage”) for any period that such financial statement or Compliance
Certificate covered, then (i) the Borrower shall, within three (3) Business
Days, deliver to the Administrative Agent a correct financial statement or
Compliance Certificate, as the case may be, for such period, (ii) the Applicable
Percentage shall be adjusted such that after giving effect to the corrected
financial statements or Compliance Certificate, as the case may be, the
Applicable Percentage shall be reset to the Accurate Applicable Percentage based
upon the pricing grid set forth on Schedule I for such
period as set forth in the foregoing pricing grid for such period and (iii) the
Borrower shall, within three (3) Business Days, pay to the Administrative Agent,
for the account of the Lenders, the accrued additional commitment fee owing as a
result of such Accurate Applicable Percentage for such period or, in the case of
a lower Applicable Percentage, the Lenders shall promptly pay any excess
resulting commitment fees paid to the Lenders to the Administrative Agent, for
the account of the Borrower.  The provisions of this definition shall
not limit the rights of the Administrative Agent and the Lenders with respect to
Section 2.13(c)
or Article
VIII.

     

    “Approved Fund” shall
mean any Person (other than a natural Person) that is (or will be) engaged in
making, purchasing, holding or otherwise investing in commercial loans and
similar extensions of credit in the ordinary course of its business and that is
administered or managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii)
an entity or an Affiliate of an entity that administers or manages a
Lender.

     

    “Assignment and
Acceptance” shall mean an assignment and acceptance entered into by a
Lender and an assignee (with the consent of any party whose consent is required
by Section
10.4(b)) and accepted by the Administrative Agent, in the form of Exhibit D attached
hereto or any other form approved by the Administrative Agent.

     

    “ATS” shall mean
American Teleconferencing Services, Ltd., a Missouri corporation.

     

    “Availability
Period” shall
mean the period from the Closing Date to but excluding the Revolving Commitment
Termination Date.

     

    “Base Rate” shall mean
the highest of (i) the rate which the Administrative Agent announces from
time to time as its prime lending rate, as in effect from time to time,
(ii) the Federal Funds rate, as in effect from time to time, plus one-half of one percent
(1⁄2%) per annum and (iii) the Adjusted LIBO Rate determined on a daily basis for
an Interest Period of one (1) month, plus one percent (1.00%) per annum (any
changes in such rates to be effective as of the date of any change in such
rate).  The Administrative Agent’s prime lending rate is a reference
rate and does not necessarily represent the lowest or best rate of interest
charged to any customer of the Administrative Agent.  The
Administrative Agent may make commercial loans or other loans at rates of
interest at, above, or below the Administrative Agent’s prime lending
rate.
 

    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    “Borrower” shall have
the meaning in the introductory paragraph hereof.

     

    “Borrowing” shall mean a borrowing
consisting of (i) Loans of the same Class and Type, made, converted or continued
on the same date and in the case of Eurodollar Loans, as to which a single
Interest Period is in effect, or (ii) a Swingline Loan.

     

    “Business Day” shall
mean (i) any day other than a Saturday, Sunday or other day on which commercial
banks in Atlanta, Georgia are authorized or required by law to close and (ii) if
such day relates to a Borrowing of, a payment or prepayment of principal or
interest on, a conversion of or into, or an Interest Period for, a Eurodollar
Loan or a LIBOR Index Rate Loan or a notice with respect to any of the
foregoing, any day on which banks are not open for dealings in dollar deposits
are carried on in the London interbank market.

     

    “Capital Expenditures”
shall mean for any period, without duplication, (i) the additions to property,
plant and equipment and other capital expenditures of the Borrower and its
Subsidiaries that are (or would be) set forth on a consolidated statement of
cash flows of the Borrower for such period prepared in accordance with GAAP and
(ii) Capital Lease Obligations incurred by the Borrower and its Subsidiaries
during such period.

     

    “Capital Lease
Obligations” of any Person shall mean all obligations of such Person to
pay rent or other amounts under any lease (or other arrangement conveying the
right to use) of real or personal property, or a combination thereof, which
obligations are required to be classified and accounted for as capital leases on
a balance sheet of such Person under GAAP, and the amount of such obligations
shall be the capitalized amount thereof determined in accordance with
GAAP.

     

    “Capital Stock” means
all shares, options, warrants, general or limited partnership interests,
membership interests or other equivalents (regardless of how designated) of or
in a corporation, partnership, limited liability company or equivalent entity
whether voting or nonvoting, including common stock, preferred stock or any
other “equity security” (as such term is defined in Rule 3a11-1 of the General
Rules and Regulations promulgated by the Securities and Exchange Commission
under the Securities Exchange Act of 1934).

     

    “Cash Collateralize”
shall mean, in respect of any obligations, to provide and pledge (as a first
priority perfected security interest) cash collateral for such obligations in
Dollars, with a depository institution, and pursuant to documentation in form
and substance, reasonably satisfactory to the Administrative Agent (and “Cash
Collateralization” has a corresponding meaning).
 

    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    “Cash Equivalents”
means, as at any date, (a) securities issued or directly and fully
guaranteed or insured by the United States or any agency or instrumentality
thereof (provided that the full faith and credit of the United States is pledged
in support thereof) having maturities of not more than twelve months from the
date of acquisition, (b) Dollar denominated time deposits and certificates
of deposit of (i) any Lender, (ii) any domestic commercial bank of
recognized standing having capital and surplus in excess of $500,000,000 or
(iii) any bank whose short-term commercial paper rating from S&P is at
least A-1 or the equivalent thereof or from Moody’s is at least P-1 or the
equivalent thereof (any such bank being an “Approved Bank”), in each case with
maturities of not more than 270 days from the date of acquisition,
(c) commercial paper and variable or fixed rate notes issued by any
Approved Bank (or by the parent company thereof) or any variable rate notes
issued by, or guaranteed by, any domestic corporation rated A-1 (or the
equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or
better by Moody’s and maturing within six months of the date of acquisition, or
(d) reacquisition agreements entered into by any Person with a bank or
trust company (including any of the Lenders) or recognized securities dealer
having capital and surplus in excess of $500,000,000 for direct obligations
issued by or fully guaranteed by the United States in which such Person shall
have a perfected first priority security interest (subject to no other Liens)
and having, on the date of purchase thereof, a fair market value of at least
100% of the amount of the repurchase obligations and (e) Investments,
classified in accordance with GAAP as current assets, in money market investment
programs registered under the Investment Company Act of 1940, as amended, which
are administered by reputable financial institutions having capital of at least
$500,000,000 and the portfolios of which are limited to Investments of the
character described in the foregoing subdivisions (a) through (d).

     

    “Cash Taxes” means
those Taxes evidenced by or requiring the payment of cash.

     

    “Change in Control”
shall mean the occurrence of one or more of the following events: (i) any sale,
lease, exchange or other transfer (in a single transaction or a series of
related transactions) of all or substantially all of the assets of the Borrower
to any Person or “group” (within the meaning of the Securities Exchange Act of
1934 and the rules of the Securities and Exchange Commission thereunder in
effect on the date hereof), (ii) the acquisition of ownership, directly or
indirectly, beneficially or of record, by any Person or “group” (within the
meaning of the Securities Exchange Act of 1934 and the rules of the Securities
and Exchange Commission thereunder as in effect on the date hereof) of 40% or
more of the outstanding shares of the voting stock of the Borrower, or (iii)
occupation of a majority of the seats (other than vacant seats) on the board of
directors of the Borrower by Persons who were neither (a) nominated by the
current board of directors nor (b) appointed by directors so
nominated.

     

    “Change in Law” shall
mean (i) the adoption of any applicable law, rule or regulation after the date
of this Agreement, (ii) any change in any applicable law, rule or regulation, or
any change in the interpretation or application thereof, by any Governmental
Authority after the date of this Agreement, or (iii) compliance by any Lender
(or its Applicable Lending Office) or the Issuing Bank (or for purposes of Section 2.18(b), by
the parent corporation of such Lender or the Issuing Bank, if applicable) with
any request, guideline or directive (whether or not having the force of law) of
any Governmental Authority made or issued after the date of this
Agreement.

     

    “Class”, when used in reference
to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising
such Borrowing, are Revolving Loans, Term Loans or Swingline Loans and when used
in reference to any Commitment, refers to whether such Commitment is a Revolving
Commitment, a Term Loan Commitment or a Swingline Commitment.

     

    “Closing Date” shall
mean the date on which the conditions precedent set forth in Section 3.1 and Section 3.2 have been
satisfied or waived in accordance with Section
10.2.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    “Code” shall mean the
Internal Revenue Code of 1986, as amended and in effect from time to
time.

     

    “Collateral” shall
mean a collective reference to all real and personal property with respect to
which Liens in favor of the Administrative Agent for the benefit of the Lenders
are purported to be granted pursuant to and in accordance with the terms of the
Collateral Documents.

     

    “Collateral Documents”
shall mean a collective reference to the Security Agreement, the Stock Pledge
Agreement, each other security agreement and intellectual property security
agreement, and such other documents executed and delivered in connection with
the attachment and perfection of the Administrative Agent’s security interests
and liens arising thereunder (for the benefit of the Lenders), including without
limitation, UCC financing statements and patent and trademark
filings.

     

    “Commitment” shall
mean a Revolving Commitment, a Term Loan Commitment, a Swingline Commitment or
any combination thereof (as the context shall permit or require).

     

    “Compliance
Certificate” shall mean a certificate from the principal executive
officer or the principal financial officer of the Borrower in the form of, and
containing the certifications set forth in, the certificate attached hereto as
Exhibit
5.1(c).

     

    “Consolidated Adjusted
EBITDA” shall mean, for the Borrower and its Subsidiaries for any period,
an amount equal to the sum of (i) Consolidated Net Income for such period plus (ii) to the extent
deducted in determining Consolidated Net Income for such period, and without
duplication, (A) Consolidated Interest Expense, (B) tax expense determined on a
consolidated basis in accordance with GAAP, (C) depreciation and amortization
determined on a consolidated basis in accordance with GAAP, (D) non-cash
compensation expense, (E) any non-cash losses attributable to writedowns of
assets or any non-cash gains attributable to writeups of assets (as the case may
be), (F) any transaction fees and expenses arising in connection with the
Purchase Transaction (including without limitation this Agreement), and
(G) all other non-cash or non-recurring charges reasonably acceptable to
the Administrative Agent, determined on a consolidated basis in accordance with
GAAP, in each case for such period; provided, however, that (x)
there shall be included in determining Consolidated Adjusted EBITDA for any
period, without duplication, the Acquired Adjusted EBITDA of any Acquired
Business and the Xpedite Business during such period, based on the actual
Acquired Adjusted EBITDA of such Acquired Business for such period and the
Acquired Adjusted EBITDA for the Xpedite Business (as defined in this Agreement)
for such period (including the portion thereof occurring prior to such Permitted
Acquisition or the Purchase Transaction, as applicable).

     

    “Consolidated Fixed
Charges” shall mean, for the Borrower and its Subsidiaries for any
period, the sum (without duplication) of (i) Consolidated Interest Expense for
such period (but only to the extent comprised of cash interest expense), (ii)
scheduled principal payments made on Consolidated Total Debt during such period
plus (iii) Restricted
Payments paid in cash during such period, provided, however, that, for
the purpose of computing (x) Consolidated Interest Expense and (y) scheduled
principal payments made on Consolidated Total Debt for the Initial Fiscal
Quarters, (1) Consolidated Interest Expense shall be equal to actual
Consolidated Interest Expense incurred, measured from the Closing Date to the
last day of any such applicable Initial Fiscal Quarter, computed on an
Annualized basis and (2) scheduled principal payments made on Consolidated Total
Debt for the Initial Fiscal Quarters shall be equal to actual scheduled
principal payments made on Consolidated Total Debt measured from the Closing
Date to the last day of any such applicable Initial Fiscal Quarter, computed on
an Annualized basis.
 

    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    “Consolidated Interest
Expense” shall mean, for the Borrower and its Subsidiaries for any period
determined on a consolidated basis in accordance with GAAP, the sum of (i) total
interest expense, including without limitation the interest component of any
payments in respect of Capital Lease Obligations capitalized or expensed during
such period (whether or not actually
paid during such period) plus (ii) the net amount
payable (or minus the
net amount receivable) with respect to Hedging Transactions during such period
(whether or not actually paid or received during such period).

     

    “Consolidated Net
Income” shall mean, for the Borrower and its Subsidiaries for any period,
the net income (or loss) of the Borrower and its Subsidiaries for such period
determined on a consolidated basis in accordance with GAAP, but excluding
therefrom (to the extent otherwise included therein) (i) any extraordinary
gains or losses, (ii) any gains attributable to write-ups of assets,
(iii) any equity interest of the Borrower or any Subsidiary of the Borrower
in the unremitted earnings of any Person that is not a Subsidiary, and (iv) any
income (or loss) of any Person accrued prior to the date it becomes a Subsidiary
or is merged into or consolidated with the Borrower or any Subsidiary on the
date that such Person’s assets are acquired by the Borrower or any
Subsidiary.

     

    “Consolidated Total
Debt” shall mean, as of any date, all Indebtedness of the Borrower and
its Subsidiaries measured on a consolidated basis as of such date, but excluding
Indebtedness of the type described in subsection (xi) of the definition
thereto.

     

    “Contractual
Obligation” of any Person shall mean any provision of any security issued
by such Person or of any agreement, instrument or undertaking under which such
Person is obligated or by which it or any of the property in which it has an
interest is bound.

     

    “Default” shall mean
any condition or event that, with the giving of notice or the lapse of time or
both, would constitute an Event of Default.

     

    “Default Interest”
shall have the meaning set forth in Section
2.13(c).

     

    “Defaulting Lender”
shall mean, at any time, a Lender as to which the Administrative Agent has
notified the Borrower that (i) such Lender has failed for two or more Business
Days to comply with its obligations under this Agreement to make a Loan and/or
to make a payment to the Issuing Bank in respect of a Letter of Credit and/or to
make a payment to the Swingline Lender in respect of a Swingline Loan (each a
“funding
obligation”), (ii) such Lender has notified the Administrative Agent, or
has stated publicly, that it will not comply with any such funding obligation
hereunder, (iii) such Lender has, for three or more Business Days, failed to
confirm in writing to the Administrative Agent, in response to a written request
of the Administrative Agent, that it will comply with its funding obligations
hereunder, or (iv) a Lender Insolvency Event has occurred and is continuing with
respect to such Lender.  Any determination that a Lender is a
Defaulting Lender under clauses (i) through (iv) above will be made by the
Administrative Agent in its sole discretion acting in good faith.  The
Administrative Agent will promptly send to all parties hereto a copy of any
notice to the Borrower provided for in this definition.
  

    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    “Distributions” shall
mean all dividends paid in stock, liquidating dividends, shares of stock
resulting from stock splits, reclassifications, warrants, options, non-cash
dividends and other distributions (whether similar or dissimilar to the
foregoing) on or with respect to any Pledged Shares or other shares of capital
stock constituting Collateral, but shall not mean Dividends.

     

    “Dividends” shall mean
cash dividends and cash distributions with respect to any Pledged Shares made
out of capital surplus.

     

    “Dollar(s)” and the
sign “$” shall mean lawful money of the United States of America.

     

    “Domestic Subsidiary”
shall mean any Subsidiary that is organized under the laws of one of the fifty
states of the United States or the District of Columbia.

     

    “Environmental Laws”
shall mean all laws, rules, regulations, codes, ordinances, orders, decrees,
judgments, injunctions, notices or binding agreements issued, promulgated or
entered into by or with any Governmental Authority, relating in any way to the
environment, preservation or reclamation of natural resources, the management,
Release or threatened Release of any Hazardous Material or to health and safety
matters.

     

    “Environmental
Liability” shall mean any liability, contingent or otherwise (including
any liability for damages, costs of environmental investigation and remediation,
costs of administrative oversight, fines, natural resource damages, penalties or
indemnities), of the Borrower or any Subsidiary directly or indirectly resulting
from or based upon (i) any actual or alleged violation of any Environmental Law,
(ii) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials, (iii) any actual or alleged exposure to any
Hazardous Materials, (iv) the Release or threatened Release of any Hazardous
Materials or (v) any contract, agreement or other consensual arrangement
pursuant to which liability is assumed or imposed with respect to any of the
foregoing.

     

    “ERISA” shall mean the
Employee Retirement Income Security Act of 1974, as amended from time to time,
and any successor statute.

     

    “ERISA Affiliate”
shall mean any trade or business (whether or not incorporated), which, together
with the Borrower, is treated as a single employer under Section 414(b) or (c)
of the Code or, solely for the purposes of Section 302 of ERISA and Section 412
of the Code, is treated as a single employer under Section 414 of the
Code.
 

    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    “ERISA Event” shall mean (i) any
“reportable event”, as defined in Section 4043 of ERISA or the regulations
issued thereunder with respect to a Plan (other than an event for which the
30-day notice period is waived); (ii) the failure of any Plan to meet the
minimum funding standard applicable to the Plan for a plan year under Section
412 of the Code or Section 302 of ERISA, whether or not waived; (iii) the filing
pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an
application for a waiver of the minimum funding standard with respect to any
Plan; (iv) the incurrence by the Borrower or any of its ERISA Affiliates of any
liability under Title IV of ERISA with respect to the termination of any Plan;
(v) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan
administrator appointed by the PBGC of any notice relating to an intention to
terminate any Plan or Plans or to appoint a trustee to administer any Plan; (vi)
the incurrence by the Borrower or any of its ERISA Affiliates of any liability
with respect to the withdrawal or partial withdrawal from any Plan or
Multiemployer Plan; or (vii) the receipt by the Borrower or any ERISA Affiliate
of any notice, or the receipt by any Multiemployer Plan from the Borrower or any
ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability
or a determination that a Multiemployer Plan is, or is expected to be, insolvent
or in reorganization, within the meaning of Title IV of ERISA.

     

    “Escrow Agent” shall
mean Chicago Title Insurance Company.

     

    “Escrow Agreement”
shall mean the Escrow Agreement, dated as of the date hereof, by and among the
Escrow Agent, Borrower, Administrative Agent, the Existing Administrative Agent,
PGI and the other sellers party to the Purchase Agreement.

     

    “Eurodollar” when used
in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
comprising such Borrowing, bears interest at a rate determined by reference to
the Adjusted LIBO Rate.

     

    “Eurodollar Reserve
Percentage” shall mean the aggregate of the maximum reserve percentages
(including, without limitation, any emergency, supplemental, special or other
marginal reserves) expressed as a decimal (rounded upwards to the next
1/100th of 1%)
in effect on any day to which the Administrative Agent is subject with respect
to the Adjusted LIBO Rate pursuant to regulations issued by the Board of
Governors of the Federal Reserve System (or any Governmental Authority
succeeding to any of its principal functions) with respect to eurocurrency
funding (currently referred to as “eurocurrency liabilities” under Regulation
D).  Eurodollar Loans shall be deemed to constitute eurocurrency
funding and to be subject to such reserve requirements without benefit of or
credit for proration, exemptions or offsets that may be available from time to
time to any Lender under Regulation D.  The Eurodollar Reserve
Percentage shall be adjusted automatically on and as of the effective date of
any change in any reserve percentage.

     

    “Event of Default”
shall have the meaning provided in Article VIII.

     

    “Excess Cash Flow”
shall mean, for any Fiscal Year, (A) Consolidated Adjusted EBITDA for such
Fiscal Year (excluding, for purposes of this definition of Excess Cash Flow, the
Acquired Adjusted EBITDA of the Xpedite Business), minus (B) the sum of (i)
Consolidated Interest Expense paid in cash during such Fiscal Year (including
any payment of interest due during such Fiscal Year on a day that is not a
Business Day but paid on the next succeeding Business Day in the next succeeding
Fiscal Year, provided,
that such payment shall not be included in the calculation of Excess Cash Flow
for such next succeeding Fiscal Year), (ii) scheduled principal payments on, and
any voluntary and mandatory prepayments of, Consolidated Total Debt (including
any payments or prepayments permitted or required pursuant to Section 2.12 with respect to Term
Loan Borrowings and Section 2.13 (other than pursuant to
Section
2.13(a)), (iii) taxes paid in cash during such Fiscal Year, (iv) Capital
Expenditures paid in cash during such Fiscal Year to the extent permitted by
this Agreement, (v) cash distributions permitted hereunder, and (vi) cash
payments of the Working Capital Adjustment, in each case measured for such
Fiscal Year on a consolidated basis for the Borrower and its Subsidiaries in
accordance with GAAP.
 

    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    “Excluded Taxes” shall
mean with respect to the Administrative Agent, any Lender, the Issuing Bank or
any other recipient of any payment to be made by or on account of any obligation
of the Borrower hereunder, (a) income or franchise taxes imposed on (or measured
by) its net income or profits by the United States of America, or by the
jurisdiction under the laws of which such recipient is organized or in which its
principal office is located or, in the case of any Lender, in which its
Applicable Lending Office is located, (b) any branch profits taxes imposed by
the United States of America or any similar tax imposed by any other
jurisdiction in which any Lender is located and (c) in the case of a Foreign
Lender, any withholding tax that (i) is imposed on amounts payable to such
Foreign Lender at the time such Foreign Lender becomes a party to this
Agreement, (ii) is imposed on amounts payable to such Foreign Lender at any time
that such Foreign Lender designates a new lending office, other than taxes that
have accrued prior to the designation of such lending office that are otherwise
not Excluded Taxes, and (iii) is attributable to such Foreign Lender’s failure
to comply with Section
2.20(e).

     

    “Existing EasyLink
Agent” shall mean SunTrust Bank, in its capacity as administrative agent
under the Existing EasyLink Credit Agreement, or any successor
thereto.

     

    “Existing EasyLink Credit
Agreement” shall mean that certain Revolving Credit and Term Loan
Agreement, dated as of May 19, 2009, by and among Borrower, the lenders from
time to time party thereto and SunTrust Bank, as administrative agent and as the
issuing bank, as amended or modified from time to time.

     

    “Existing EasyLink Facility
Payoff Letter” shall mean a payoff letter executed by the Existing
EasyLink Agent, in form and substance acceptable to Administrative
Agent.

     

    “Existing Xpedite
Agent” shall mean Bank of America, N.A., in its capacity as
administrative agent and collateral agent under the Existing Xpedite Credit
Agreement, and any successor thereto.

     

    “Existing Xpedite Credit
Agreement” shall mean that certain Credit Agreement, dated as of May 10,
2010, among ATS, as borrower, PGI and certain subsidiaries and affiliates of
ATS, as guarantors, the lenders from time to time party thereto and Bank of
America, N.A., as administrative agent and collateral agent, as amended or
modified from time to time.

     

    “Existing Xpedite Facility
Paydown Letter” shall mean a paydown letter executed by the Existing
Xpedite Agent, in form and substance acceptable to Administrative
Agent.

     

    “Federal Funds Rate”
shall mean, for any day, the rate per annum (rounded upwards, if necessary, to
the next 1/100th of 1%)
equal to the weighted average of the rates on overnight Federal funds
transactions with member banks of the Federal Reserve System arranged by Federal
funds brokers, as published by the Federal Reserve Bank of New York on the next
succeeding Business Day or if such rate is not so published for any Business
Day, the Federal Funds Rate for such day shall be the average rounded upwards,
if necessary, to the next 1/100th of 1% of the quotations for such day on such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by the Administrative
Agent.
 

    
      
         


      

      
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    “Fee Letter” shall
mean that certain fee letter, dated as of September 14, 2010, executed by
SunTrust Robinson Humphrey, Inc. and SunTrust Bank and accepted by
Borrower.

     

    “Fiscal Quarter” shall
mean any fiscal quarter of the Borrower.

     

    “Fiscal Year” shall
mean any fiscal year of the Borrower.

     

    “Fixed Charge Coverage
Ratio” shall mean, as of any date, the ratio of (a) Consolidated Adjusted
EBITDA less the actual amount paid
by the Borrower and its Subsidiaries in cash on account of Capital Expenditures
less Cash Taxes to (b)
Consolidated Fixed Charges, in each case measured for the four consecutive
Fiscal Quarters ending on or immediately prior to such date.

     

    “Foreign Lender” shall
mean any Lender that is not a United States person under Section 7701(a)(30) of
the Code.

     

    “GAAP” shall mean
generally accepted accounting principles in the United States applied on a
consistent basis and subject to the terms of Section
1.3.

     

    “Governmental
Authority” shall mean the government of the United States of America, any
other nation or any political subdivision thereof, whether state or local, and
any agency, authority, instrumentality, regulatory body, court, central bank or
other entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.

     

    “Guarantee” of or by
any Person (the “guarantor”) shall
mean any obligation, contingent or otherwise, of the guarantor guaranteeing or
having the economic effect of guaranteeing any Indebtedness or other obligation
of any other Person (the “primary obligor”) in
any manner, whether directly or indirectly and including any obligation, direct
or indirect, of the guarantor (i) to purchase or pay (or advance or supply funds
for the purchase or payment of) such Indebtedness or other obligation or to
purchase (or to advance or supply funds for the purchase of) any security for
the payment thereof, (ii) to purchase or lease property, securities or services
for the purpose of assuring the owner of such Indebtedness or other obligation
of the payment thereof, (iii) to maintain working capital, equity capital or any
other financial statement condition or liquidity of the primary obligor so as to
enable the primary obligor to pay such Indebtedness or other obligation or (iv)
as an account party in respect of any letter of credit or letter of guaranty
issued in support of such Indebtedness or obligation; provided, that the
term “Guarantee” shall not include endorsements for collection or deposit in the
ordinary course of business.  The amount of any Guarantee shall be
deemed to be an amount equal to the stated or determinable amount of the primary
obligation in respect of which Guarantee is made or, if not so stated or
determinable, the maximum reasonably anticipated liability in respect thereof
(assuming such Person is required to perform thereunder) as determined by such
Person in good faith.  The term “Guarantee” used as a verb has a
corresponding meaning.

     

    “Guarantor” shall mean
each of the Subsidiary Loan Parties.
 

    
      
         


      

      
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    “Hazardous Materials”
shall mean all explosive or radioactive substances or wastes and all hazardous
or toxic substances, wastes or other pollutants, including petroleum or
petroleum distillates, asbestos or asbestos containing materials,
polychlorinated biphenyls, radon gas, infectious or medical wastes and all other
substances or wastes of any nature regulated pursuant to any Environmental
Law.

     

    “Hedging Obligations”
of any Person shall mean any and all obligations of such Person, whether
absolute or contingent and howsoever and whensoever created, arising, evidenced
or acquired under (i) any and all Hedging Transactions, (ii) any and all
cancellations, buy backs, reversals, terminations or assignments of any Hedging
Transactions and (iii) any and all renewals, extensions and modifications of any
Hedging Transactions and any and all substitutions for any Hedging
Transactions.

     

    “Hedging Transaction”
of any Person shall mean (a) any transaction (including an agreement with
respect to any such transaction) now existing or hereafter entered into by such
Person that is a rate swap transaction, swap option, basis swap, forward rate
transaction, commodity swap, commodity option, equity or equity index swap or
option, bond option, interest rate option, foreign exchange transaction, cap
transaction, floor transaction, collar transaction,  currency swap
transaction, cross-currency rate swap transaction, currency option, spot
transaction, credit protection transaction, credit swap, credit default swap,
credit default option, total return swap, credit spread transaction, repurchase
transaction, reverse repurchase transaction, buy/sell-back transaction,
securities lending transaction, or any other similar transaction (including any
option with respect to any of these transactions) or any combination thereof,
whether or not any such transaction is governed by or subject to any master
agreement and (b) any and all transactions of any kind, and the related
confirmations, which are subject to the terms and conditions of, or governed by,
any form of master agreement published by the International Swaps and
Derivatives Association, Inc., any International Foreign Exchange Master
Agreement, or any other master agreement (any such master agreement, together
with any related schedules, a “Master Agreement”), including any such
obligations or liabilities under any Master Agreement.

     

    “Indebtedness” of any
Person shall mean, without duplication (i) all obligations of such Person
for borrowed money, (ii) all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments, (iii) all obligations of such
Person in respect of the deferred purchase price of property or services (other
than trade payables incurred in the ordinary course of business; provided, that for
purposes of Section
8.1(f), trade payables overdue by more than 120 days shall be included in
this definition except to the extent that any of such trade payables are being
disputed in good faith and by appropriate measures), (iv) all obligations of
such Person under any conditional sale or other title retention agreement(s)
relating to property acquired by such Person, (v) all Capital Lease
Obligations of such Person, (vi) all obligations, contingent or otherwise, of
such Person in respect of letters of credit, acceptances or similar extensions
of credit, (vii) all Guarantees of such Person of the type of Indebtedness
described in clauses (i) through (vi) above, (viii) all Indebtedness of a third
party secured by any Lien on property owned by such Person, whether or not such
Indebtedness has been assumed by such Person, (ix) all obligations of such
Person, contingent or otherwise, to purchase, redeem, retire or otherwise
acquire for value any Capital Stock of such Person, (x) Off-Balance Sheet
Liabilities and (xi) all Hedging Obligations. The Indebtedness of any
Person shall include the Indebtedness of any partnership or joint venture in
which such Person is a general partner or a joint venturer, except to the extent
that the terms of such Indebtedness provide that such Person is not liable
therefor.
 

    
      
         


      

      
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    “Indemnified Taxes”
shall mean Taxes other than Excluded Taxes.

     

    “Information
Memorandum” shall mean the Confidential Information Memorandum dated
September, 2010, relating to the Borrower and the transactions contemplated by
this Agreement and the other Loan Documents.

     

    “Initial Fiscal
Quarters” shall mean the fiscal quarters of the Consolidated Parties
ending October 31, 2010, January 31, 2011, April 30, 2011 and July 31,
2011.

     

    “Intellectual
Property” shall mean any or all of the
following:  (a) works of authorship including advertising and/or
programming content, computer programs, source code, and executable code,
whether embodied in software, firmware or otherwise, documentation, designs,
files, records, data and mask works, (b) inventions (whether or not
patentable), (c) confidential information, trade secrets and know how,
(d) databases, data compilations and collections and technical data,
(e) logos, trade names, trade dress, trademarks, service marks and brand
names, (f) domain names, web sites, universal resource locators and email
addresses, and (g) any and all instantiations of the foregoing in any form
and embodied in any media.

     

    “Interest Period”
shall mean, with respect to (i) any Swingline Borrowing, such period as the
Swingline Lender and the Borrower shall mutually agree, (ii) any Eurodollar
Borrowing, a period of one, two, three or six months and (iii) any LIBOR Index
Rate Borrowing, a period of one month, provided, that, in
any such case:

     

    (i)         the
initial Interest Period for such Borrowing shall commence on the date of such
Borrowing (including the date of any conversion from a Borrowing of another
Type), and each Interest Period occurring thereafter in respect of such
Borrowing shall commence on the day on which the next preceding Interest Period
expires;

     

    (ii)         if
any Interest Period would otherwise end on a day other than a Business Day, such
Interest Period shall be extended to the next succeeding Business Day, unless
such Business Day falls in another calendar month, in which case such Interest
Period would end on the next preceding Business Day;

     

    (iii)       any
Interest Period which begins on the last Business Day of a calendar month or on
a day for which there is no numerically corresponding day in the calendar month
at the end of such Interest Period shall end on the last Business Day of such
calendar month;

     

    (iv)       each
principal installment of the Term Loans shall have an Interest Period ending on
each installment payment date and the remaining principal balance (if any) of
the Term Loans shall have an Interest Period determined as set forth above;
and

     

    (v)        no
Interest Period may extend beyond the Revolving Commitment Termination Date,
unless on the Revolving Commitment Termination Date the aggregate outstanding
principal amount of Term Loans is equal to or greater than the aggregate
principal amount of Eurodollar Loans or LIBOR Index Rate Loans (as the case may
be) with Interest Periods expiring after such date, and no Interest Period may
extend beyond the Maturity Date.
 

    
      
         


      

      
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    “Issuing Bank” shall
mean SunTrust Bank in its capacity as the issuer of Letters of Credit pursuant
to Section
2.22.

     

    “LC Commitment” shall
mean that portion of the Aggregate Revolving Commitment Amount that may be used
by the Borrower for the issuance of Letters of Credit in an aggregate face
amount not to exceed $5,000,000.

     

    “LC Disbursement”
shall mean a payment made by the Issuing Bank pursuant to a Letter of
Credit.

     

    “LC Documents” shall
mean all applications, agreements and instruments relating to the Letters of
Credit but excluding the Letters of Credit.

     

    “LC Exposure” shall
mean, at any time, the sum of (i) the aggregate undrawn amount of all
outstanding Letters of Credit at such time, plus (ii) the aggregate
amount of all LC Disbursements that have not been reimbursed by or on behalf of
the Borrower at such time.  The LC Exposure of any Lender shall be its
Pro Rata Share of the total LC Exposure at such time.

     

    “Lenders” shall have
the meaning assigned to such term in the opening paragraph of this Agreement and
shall include, where appropriate, the Swingline Lender and each Additional
Lender that joins this Agreement pursuant to Section
2.23.

     

    “Lender Insolvency
Event” shall mean that (i) a Lender or its Parent Company is insolvent,
or is generally unable to pay its debts as they become due, or admits in writing
its inability to pay its debts as they become due, or makes a general assignment
for the benefit of its creditors, or (ii) such Lender or its Parent Company is
the subject of a bankruptcy, insolvency, reorganization, liquidation or similar
proceeding, or a receiver, trustee, conservator, intervenor or sequestrator or
the like has been appointed for such Lender or its Parent Company, or such
Lender or its Parent Company has taken any action in furtherance of or
indicating its consent to or acquiescence in any such proceeding or
appointment.

     

    “Letter of Credit”
shall mean any stand-by letter of credit issued pursuant to Section 2.22 by the
Issuing Bank for the account of the Borrower pursuant to the LC
Commitment.

     

    “Leverage Ratio” shall
mean, as of any date, the ratio of (i) Consolidated Total Debt as of such date
to (ii) Consolidated Adjusted EBITDA for the four consecutive Fiscal Quarters
ending on or immediately prior to such date.

     

    “LIBOR” shall mean,
for any Interest Period with respect to a Eurodollar Loan, the rate per annum
(rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters
Screen LIBOR01 Page (or any successor page) as the London interbank offered rate
for deposits in Dollars at approximately 11:00 a.m. (London, England time), two
Business Days prior to the first day of such Interest Period for a term
comparable to such Interest Period. If for any reason such rate is not
available, LIBOR shall be, for any Interest Period, the rate per annum
reasonably determined by the Administrative Agent as the rate of interest at
which Dollar deposits in the approximate amount of the Eurodollar Loan
comprising part of such borrowing would be offered by the Administrative Agent
to major banks in the London interbank Eurodollar market at their request at or
about 10:00 a.m. two Business Days prior to the first day of such Interest
Period for a term comparable to such Interest Period.

     


    
      
         


      

      
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    “LIBOR Index Rate
Determination Date” shall mean the Closing Date and the first (1st)
Business Day of each calendar month thereafter.

     

    “LIBOR Index Rate”
shall mean, when used in reference to any Loan or Borrowing, refers to whether
such Loan, or the Loans comprising such Borrowing, bears interest at a rate
determined by reference to the LIBOR Index Rate, which shall be that rate per
annum effective on any LIBOR Index Rate Determination Date which is equal to the
quotient of:

     

    (i)           the
rate per annum equal to the offered rate for deposits in Dollars for a one (1)
month period, which rate appears on that page of Bloomberg reporting service, or
such similar service as determined by the Administrative Agent, that displays
British Bankers’ Association interest settlement rates for deposits in Dollars,
as of 11:00 a.m. (London, England time) two (2) Business Days prior to the LIBOR
Index Rate Determination Date; provided, however, that if no
such offered rate appears on such page, the rate used for such Interest Period
will be the per annum rate of interest determined by Administrative Agent to be
the rate at which U.S. dollar deposits for the Interest Period are offered to
the Administrative Agent in the London Inter-Bank Market as of 11:00 a.m.
(London, England time), on the day which is two (2) Business Days prior to the
LIBOR Index Rate Determination Date, divided by

     

    (ii) a
percentage equal to 1.00 minus the maximum reserve
percentages (including any emergency, supplemental, special or other marginal
reserves) expressed as a decimal (rounded upward to the next 1/100th of 1%) in
effect on any day to which Administrative Agent is subject with respect to any
LIBOR Index Rate Borrowing pursuant to regulations issued by the Board of
Governors of the Federal Reserve System with respect to Eurocurrency funding
(currently referred to as “eurocurrency liabilities” under Regulation
D).  This percentage will be adjusted automatically on and as of the
effective date of any change in any reserve percentage.

     

    “Lien” shall mean any
mortgage, pledge, security interest, lien (statutory or otherwise), charge,
encumbrance, hypothecation, assignment, deposit arrangement, or other
arrangement having the practical effect of any of the foregoing or any
preference, priority or other security agreement or preferential arrangement of
any kind or nature whatsoever (including any conditional sale or other title
retention agreement and any capital lease having the same economic effect as any
of the foregoing).

     

    “Loan Documents” shall
mean, collectively, this Agreement, the Collateral Documents, the LC Documents,
the Fee Letter, the Escrow Agreement, all Notices of Borrowing, all Notices of
Conversion/Continuation, all Compliance Certificates, all UCC Financing
Statements, all stock powers and similar instruments of transfer, any promissory
notes issued hereunder and any and all other instruments, agreements, documents
and writings executed in connection with any of the foregoing.

     


    
      
         


      

      
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    “Loan Parties” shall
mean the Borrower and the Subsidiary Loan Parties.

     

    “Loans” shall mean all
Revolving Loans, Term Loans and Swingline Loans in the aggregate or any of them,
as the context shall require.

     

    “Material Adverse
Effect” shall mean, with respect to any event, act, condition or
occurrence of whatever nature (including any adverse determination in any
litigation, arbitration, or governmental investigation or proceeding), whether
singularly or in conjunction with any other event or events, act or acts,
condition or conditions, occurrence or occurrences whether or not related,
resulting in a material adverse change in, or a material adverse effect on,
(i) the business, results of operations, financial condition, assets or
liabilities of the Borrower and its Subsidiaries taken as a whole, (ii) the
ability of the Loan Parties to perform any of their respective material
obligations under the Loan Documents, (iii) the rights and remedies of the
Administrative Agent, the Issuing Bank, the Swingline Lender and the Lenders
under any of the Loan Documents or (iv) the legality, validity or enforceability
of any of the Loan Documents.

     

    “Material
Indebtedness” shall mean any Indebtedness (other than the Loans and
Letters of Credit) and Hedging Obligations of the Borrower or any of its
Subsidiaries, individually or in an aggregate principal amount exceeding
$1,000,000.  For purposes of determining the amount of attributed
Indebtedness from Hedging Obligations, the “principal amount” of any Hedging
Obligations at any time shall be the Net Mark-to-Market Exposure of such Hedging
Obligations.

     

    “Material Non-Indebtedness
Obligations” shall mean any obligations and liabilities of the Borrower
or any of its Subsidiaries (including without limitation all taxes, assessments
and other governmental charges, levies and all other claims that could result in
a statutory Lien, but excluding Indebtedness), individually or in an aggregate
amount exceeding $1,000,000.

     

    “Maturity Date” shall
mean, with respect to the Term Loans, the earlier of (i) October 21, 2014, (ii)
the Revolving Commitment Termination Date or (iii) the date on which the
principal amount of all outstanding Term Loans have been declared or
automatically have become due and payable (whether by acceleration or
otherwise).

     

    “Moody’s” shall mean
Moody’s Investors Service, Inc.

     

    “Multiemployer Plan”
shall be a plan having the meaning set forth in Section 4001(a)(3) of
ERISA, to which the Borrower has any liability.

     

    “Net Mark-to-Market
Exposure” of any Person shall mean, as of any date of determination with
respect to any Hedging Obligation, the excess (if any) of all unrealized losses
over all unrealized profits of such Person arising from such Hedging
Obligation.  “Unrealized losses” shall mean the fair market value of
the cost to such Person of replacing the Hedging Transaction giving rise to such
Hedging Obligation as of the date of determination (assuming the Hedging
Transaction were to be terminated as of that date), and “unrealized profits”
means the fair market value of the gain to such Person of replacing such Hedging
Transaction as of the date of determination (assuming such Hedging Transaction
were to be terminated as of that date).

     


    
      
         


      

      
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    “Non-Defaulting
Lender” shall mean, at any time, a Lender that is not a Defaulting
Lender.

     

    “Notes” shall mean,
collectively, the Revolving Credit Notes, the Term Notes and the Swingline
Note.

     

    “Notices of Borrowing”
shall mean, collectively, the Notices of Revolving Borrowing, the Notices of
Swingline Borrowing and the Notices of Term Loan Borrowing.

     

    “Notice of
Conversion/Continuation” shall mean the notice
given by the Borrower to the Administrative Agent in respect of the conversion
or continuation of an outstanding Borrowing as provided in Section
2.7(b).

     

    “Notice of Revolving
Borrowing” shall have the meaning as set forth in Section
2.3.

     

    “Notice of Swingline
Borrowing” shall have the meaning as set forth in Section
2.4.

     

    “Notice of Term Loan
Borrowing” shall have the meaning
as set forth in Section
2.5.

     

    “Obligations” shall
mean (a) all amounts owing by the Loan Parties to the Administrative Agent, the
Issuing Bank, any Lender (including the Swingline Lender) or SunTrust Robinson
Humphrey, Inc. as the Lead Arranger pursuant to or in connection with this
Agreement or any other Loan Document or otherwise with respect to any Loan or
Letter of Credit including without limitation, all principal, interest
(including any interest accruing after the filing of any petition in bankruptcy
or the commencement of any insolvency, reorganization or like proceeding
relating to the Borrower, whether or not a claim for post-filing or
post-petition interest is allowed in such proceeding), all reimbursement
obligations, fees, expenses, indemnification and reimbursement payments, costs
and expenses (including all fees and expenses of counsel to the Administrative
Agent, the Issuing Bank and any Lender (including the Swingline Lender) incurred
pursuant to this Agreement or any other Loan Document), whether direct or
indirect, absolute or contingent, liquidated or unliquidated, now existing or
hereafter arising hereunder or thereunder, (b) all Hedging Obligations owed by
any Loan Party to any Lender or Affiliate of any Lender, (c) all Treasury
Management Obligations between any Loan Party and any Lender or Affiliate of any
Lender, and (d) all purchasing cards, corporate credit cards or similar
extensions of credit between any Loan Party and any Lender or Affiliate of any
Lender, together with all renewals, extensions, modifications or refinancings of
any of the foregoing.

     

    “OFAC” shall mean the
U.S. Department of the Treasury’s Office of Foreign Assets Control.

     

    “Off-Balance Sheet
Liabilities” of any Person shall mean (i) any repurchase obligation or
liability of such Person with respect to accounts or notes receivable sold by
such Person, (ii) any liability of such Person under any sale and leaseback
transactions that do not create a liability on the balance sheet of such Person,
(iii) any Synthetic Lease Obligation or (iv) any obligation arising with respect
to any other transaction which is the functional equivalent of or takes the
place of borrowing but which does not constitute a liability on the balance
sheet of such Person.

     


    
      
         


      

      
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    “OSHA” shall mean the
Occupational Safety and Health Act of 1970, as amended from time to time, and
any successor statute.

     

    “Other Taxes” shall
mean any and all present or future stamp or documentary taxes or any other
excise or property taxes, charges or similar levies arising from any payment
made hereunder or from the execution, delivery or enforcement of, or otherwise
with respect to, this Agreement or any other Loan Document.

     

    “Parent Company” shall
mean, with respect to a Lender, the bank holding company (as defined in Federal
Reserve Board Regulation Y), if any, of such Lender, and/or any Person owning,
beneficially or of record, directly or indirectly, a majority of the shares of
such Lender.

     

    “Participant” shall
have the meaning set forth in Section
10.4(d).

     

    “Patriot Act” shall
have the meaning set forth in Section
10.14.

     

    “Payment Office” shall
mean the office of the Administrative Agent located at 303 Peachtree Street,
N.E., Atlanta, Georgia 30308, or such other location as to which the
Administrative Agent shall have given written notice to the Borrower and the
other Lenders.

     

    “PBGC” shall mean the Pension
Benefit Guaranty Corporation referred to and defined in ERISA, and any successor
entity performing similar functions.

     

    “Permitted
Acquisition” means any transaction consummated after the date hereof, in
which the Borrower or a Subsidiary acquires all or substantially all of the
assets or outstanding Capital Stock of any Person or any division or business
line of any Person, or merges or consolidates with any Person (with any such
acquisition being referred to as an “Acquired Business”
and any such Person, division or line of business being the “Target”), with
respect to which either:

     

    (1)           the
Transaction Value of such transaction, when combined with the Transaction Values
of any prior transaction consummated during such Fiscal Year, shall not exceed
$5,000,000, provided,
that, at the closing of any such transaction, after giving effect
thereto, no Default or Event of Default shall have occurred and be continuing;
or

     


    
      
         


      

      
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    (2)           the
Transaction Value of such transaction, when combined with the Transaction Values
of any prior transactions consummated during such Fiscal Year, shall exceed
$5,000,000 and be less than $7,500,000, and the following conditions shall be
satisfied with respect to such transaction, as determined by the Administrative
Agent in its reasonable discretion:  (a) at the closing of such
transaction, after giving effect thereto, no Default or Event of Default shall
have occurred and be continuing, (b) such acquisition is not a “hostile”
acquisition and has been approved by the Board of Directors and/or shareholders
of the Borrower, the applicable Subsidiary and the Target, (c) the Target
is not subject to pending insolvency proceedings, nor has it expressed in
writing its intention to commence a voluntary case or other proceeding, to file
any petition seeking liquidation, reorganization or other relief under any
federal, state or foreign bankruptcy, insolvency or other similar law or to seek
the appointment of a custodian, trustee, receiver, liquidator or other similar
official of it or any substantial part of its property, or to consent to the
institution of, or fail to contest in a timely and appropriate manner, any
insolvency proceeding or petition; (d) at least 10 Business Days prior to the
closing of the transaction, the Borrower shall provide the Administrative Agent
(which shall promptly deliver a copy to the Lenders) pro forma financial
statements of the Target for the twelve month period to immediately follow the
closing of the transaction, reflecting that the Target is projected to have
Consolidated Adjusted EBITDA (assuming that Consolidated Adjusted EBITDA were to
be determined for the Target and its Subsidiaries rather than the Borrower and
its Subsidiaries, and without regard to adjustments for acquisition expenses)
for such twelve month period in an amount greater than $0 (after excluding
permitted non-recurring or non-cash charges), (e) at least 10 Business Days
prior to the closing of such transaction, the Borrower shall give written notice
of such transaction to the Administrative Agent (which shall promptly deliver a
copy to the Lenders) (the “Acquisition Notice”),
which shall include either (i) the final acquisition agreement or the then
current draft of the acquisition agreement or (ii) a reasonably detailed
description of the material terms of such Permitted Acquisition (including,
without limitation, the purchase price and method and structure of payment),
(f) the Borrower or a Subsidiary shall be the surviving entity of any
merger, (g) the Acquired Business shall be in a line of business reasonably
related to the then-current business of the Borrower and its Subsidiaries or a
line of business permitted by Section 5.3,
(h) the Transaction Value of all such transactions (taken together with any
Permitted Acquisitions permitted pursuant to the foregoing clause (1) of this
definition) shall not exceed $10,000,000 in any Fiscal Year of
the Borrower, unless otherwise approved by the Administrative Agent and the
Required Lenders, (i) at the time it gives the Acquisition Notice, the
Borrower shall deliver to the Administrative Agent financial statements for next
succeeding two-year period prepared on a Pro Forma Basis, which shall reflect to
the Administrative Agent’s reasonable satisfaction that the Borrower and its
Subsidiaries will continue to be in compliance with all of the financial
covenants set forth in this Agreement, (j) the Administrative Agent shall
receive and approve all documents relating to the acquisition and such
additional documentation regarding the acquisition as it shall reasonably
require, including, without limitation, financial statements or a financial
review of such Target, as applicable, for its two most recent fiscal years in
form and substance reasonably acceptable to the Administrative Agent and
unaudited fiscal year-to-date statements for the two most recent interim
periods, provided, that
if such financial statements, financial reviews or unaudited fiscal year-to-date
statements (as the case may be) are not available for the Target’s most recent
two fiscal years, then the Administrative Agent, in its sole discretion, may
permit and accept the delivery of such financial statements, financial reviews
or unaudited fiscal year-to-date statements (as the case may be) comprised of a
shorter time-frame and (k) at the time it gives the Acquisition Notice, the
Borrower shall deliver to the Administrative Agent (which shall promptly deliver
a copy to the Lenders) a certificate, executed by a Responsible Officer of the
Borrower, demonstrating in sufficient detail compliance with the financial
covenants contained in Article VI of this
Agreement on a Pro Forma Basis after giving effect to such acquisition and,
further, certifying that, after giving effect to the consummation of such
acquisition, the representations and warranties of the Borrower contained herein
will be true and correct in all material respects and as of the date of such
consummation, except to the extent such representations or warranties expressly
relate to an earlier date, and that the Borrower, as of the date of such
consummation, will be in compliance with all other terms and conditions
contained herein.

     


    
      
         


      

      
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    “Permitted
Encumbrances” shall mean:

     

    (i)          solely
to the extent subordinated in priority to the security interest granted by the
Loan Parties to the Agent for the benefit of the Lenders pursuant to the
Collateral Documents, Liens imposed by law for taxes, assessments and other
governmental charges or levies not yet due or which are being contested in good
faith by appropriate proceedings diligently conducted and with respect to which
adequate reserves are being maintained in accordance with GAAP;

     

    (ii)         Liens
of landlords, carriers, warehousemen, mechanics, materialmen and other Liens of
similar nature imposed by law or contract in the ordinary course of business for
amounts not more than 30 days past due or which are being contested in good
faith by appropriate proceedings and with respect to which adequate reserves are
being maintained in accordance with GAAP;

     

    (iii)       pledges
and deposits made in the ordinary course of business in compliance with workers’
compensation, unemployment insurance and other social security laws or
regulations;

     

    (iv)       deposits
to secure the performance of bids, trade contracts, leases, statutory
obligations, surety and appeal bonds, performance bonds and other obligations of
a like nature, in each case in the ordinary course of business;

     

    (v)        solely
to the extent subordinated in priority to the security interest granted by the
Loan Parties to the Agent for the benefit of the Lenders pursuant to the
Collateral Documents, judgment and attachment liens not giving rise to an Event
of Default or Liens created by or existing from any litigation or legal
proceeding that are currently being contested in good faith by appropriate
proceedings and with respect to which adequate reserves are being maintained in
accordance with GAAP;

     

    (vi)       customary
rights of set-off, revocation, refund or chargeback under deposit agreements or
under the Uniform Commercial Code or common law of banks or other financial
institutions where Borrower or any of its Subsidiaries maintains deposits (other
than deposits intended as cash collateral) in the ordinary course of
business;

     

    (vii)      easements,
zoning restrictions, rights-of-way and similar encumbrances on real property
imposed by law or arising in the ordinary course of business that do not secure
any monetary obligations and do not materially detract from the value of the
affected property or materially interfere with the ordinary conduct of business
of the Borrower and its Subsidiaries taken as a whole; and

     

    (viii)     other
Liens securing obligations in an aggregate amount not to exceed $250,000 at any
time;

     

    provided, that the
term “Permitted Encumbrances” shall not include any Lien securing
Indebtedness.

    

      
        
           


        

        
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    “Permitted
Investments” shall mean:

     

    (i)         direct
obligations of, or obligations the principal of and interest on which are
unconditionally guaranteed by, the United States (or by any agency thereof to
the extent such obligations are backed by the full faith and credit of the
United States), in each case maturing within one year from the date of
acquisition thereof;

     

    (ii)        commercial
paper having the highest rating, at the time of acquisition thereof, of S&P
or Moody’s and in either case maturing within six months from the date of
acquisition thereof;

     

    (iii)       certificates
of deposit, bankers’ acceptances, time deposits maturing within 180 days of the
date of acquisition thereof issued or guaranteed by or placed with, demand
deposits and money market deposit accounts issued or offered by, any domestic
office of any commercial bank organized under the laws of the United States or
any state thereof which has a combined capital and surplus and undivided profits
of not less than $500,000,000 or any Lender;

     

    (iv)       fully
collateralized repurchase agreements with a term of not more than 30 days for
securities described in clause (i) above and entered into with a financial
institution satisfying the criteria described in clause (iii) above;
and

     

    (v)        mutual
funds investing solely in any one or more of the Permitted Investments described
in clauses (i) through (iv) above.

     

    “Person” shall mean
any individual, partnership, firm, corporation, association, joint venture,
limited liability company, trust or other entity, or any Governmental
Authority.

     

    “PGI” shall mean
Premiere Global Services, Inc., a Georgia corporation.

     

    “PGI UK” shall mean
Premier Global Services (UK) Limited, a United Kingdom company.

     

    “Plan” shall mean any
employee pension benefit plan (other than a Multiemployer Plan) subject to the
provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of
ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if
such plan were terminated, would under Section 4069 of ERISA be deemed to be) an
“employer” as defined in Section 3(5) of ERISA.

     

    “Pledged Property”
shall mean all Pledged Shares and the certificates evidencing the Pledged
Shares, and all Dividends, Distributions, securities, cash, instruments,
interest payments and other property and proceeds from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
of the Pledged Shares.

     

    “Pledged
Shares” shall mean all of the capital stock of the Subsidiaries
owned by the Loan Parties from time to time, including without limitation the
capital stock more particularly described in Schedule 1 to the
Stock Pledge Agreement, as amended and supplemented from time to time and all
other shares of capital stock which are pledged by the Loan Parties to the
Administrative Agent as Pledged Property under the Stock Pledge
Agreement.  The Pledged Shares shall expressly exclude the capital
stock constituting more than sixty-five percent (65%) of all issued and
outstanding shares of all classes of capital stock or other equity interests of
any Subsidiary of any Loan Party which Subsidiary is not a Domestic
Subsidiary.

     


    
      
         


      

      
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    “Pro Forma Basis”
means, for purposes of calculating compliance with respect to a proposed
Permitted Acquisition, that such transaction shall be deemed to have occurred as
of the first day of the four Fiscal Quarter period ending as of the most recent
Fiscal Quarter end preceding the date of such transaction.  For
purposes of any such calculation in respect of any Permitted Acquisition, (a)
any Indebtedness incurred or assumed in connection with such transaction that is
not retired in connection with such transaction (i) shall be deemed to have been
incurred as of the first day of the applicable period and (ii) if such
Indebtedness has a floating or formula rate, shall have an implied rate of
interest for the applicable period for purposes of this definition determined by
utilizing the rate which is or would be in effect with respect to such
Indebtedness as at the relevant date of determination, (b) income statement
items (whether positive or negative) and Capital Expenditures attributable to
the Person or property acquired shall be included beginning as of the first day
of the applicable period and (c) no adjustments for unrealized synergies shall
be included.

     

    “Pro Rata Share” shall
mean (i) with respect to any Commitment of any Lender at any time, a percentage,
the numerator of which shall be such Lender’s Commitment (or if such Commitments
have been terminated or expired or the Loans have been declared to be due and
payable, such Lender’s Revolving Credit Exposure or Term Loans, as applicable),
and the denominator of which shall be the sum of such Commitments of all Lenders
(or if such Commitments have been terminated or expired or the Loans have been
declared to be due and payable, all Revolving Credit Exposure or Term Loans, as
applicable, of all Lenders) and (ii) with respect to all Commitments of any
Lender at any time, the numerator of which shall be the sum of such Lender’s
Revolving Commitment (or if such Revolving Commitments have been terminated or
expired or the Loans have been declared to be due and payable, such Lender’s
Revolving Credit Exposure) and Term Loans and the denominator of which shall be
the sum of all Lenders’ Revolving Commitments (or if such Revolving Commitments
have been terminated or expired or the Loans have been declared to be due and
payable, all Revolving Credit Exposure of all Lenders funded under such
Commitments) and Term Loans.

     

    “Purchase Agreement”
shall mean that certain Securities and Asset Purchase Agreement among PGI,
Xpedite Systems Holdings (UK) Limited, Premier Conferencing (Canada) Limited,
Xpedite Systems, and the Borrower dated as of the Closing Date, as amended or
modified from time to time.

     

    “Purchase Transaction”
shall mean the transaction pursuant to which Borrower shall acquire, among other
things, the Xpedite Business through the acquisition of Xpedite Systems from
PGI, PGI UK from Xpedite Systems Holdings (UK) Limited, and the Xpedite Related
Assets from Premiere Conferencing (Canada) Limited pursuant to the Purchase
Agreement.

     

    “Regulation D”
shall mean Regulation D of the Board of Governors of the Federal Reserve
System, as the same may be in effect from time to time, and any successor
regulations.

     

    “Regulation T”
shall mean Regulation T of the Board of Governors of the Federal Reserve
System, as the same may be in effect from time to time, and any successor
regulations.

     


    
      
         


      

      
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    “Regulation U”
shall mean Regulation U of the Board of Governors of the Federal Reserve
System, as the same may be in effect from time to time, and any successor
regulations.

     

    “Regulation X”
shall mean Regulation X of the Board of Governors of the Federal Reserve
System, as the same may be in effect from time to time, and any successor
regulations.

     

    “Related Parties”
shall mean, with respect to any specified Person, such Person’s Affiliates and
the respective managers, administrators, trustees, partners, directors,
officers, employees, agents, advisors or other representatives of such Person
and such Person’s Affiliates.

     

    “Release” shall mean
any release, spill, emission, leaking, dumping, injection, pouring, deposit,
disposal, discharge, dispersal, leaching or migration into the environment
(including ambient air, surface water, groundwater, land surface or subsurface
strata) or within any building, structure, facility or fixture.

     

    “Required Lenders”
shall mean, at any time, Lenders holding more than 66.66% of the aggregate
outstanding Revolving Commitments and Term Loans at such time or if the Lenders
have no Commitments outstanding, then Lenders holding more than 66.66% of the
Revolving Credit Exposure and Term Loans, provided, however, that to the
extent that any Lender is a Defaulting Lender, such Defaulting Lender and all of
its Commitments and Revolving Credit Exposure shall be excluded for purposes of
determining Required Lenders.

     

    “Requirement of Law”
for any Person shall mean the articles or certificate of incorporation, bylaws,
partnership certificate and agreement, or limited liability company certificate
of organization and agreement, as the case may be, and other organizational and
governing documents of such Person, and any law, treaty, rule or regulation, or
determination of a Governmental Authority, in each case applicable to and
binding upon such Person or any of its property or to which such Person or any
of its property is subject.

     

    “Responsible Officer”
shall mean any of the president, the chief executive officer, the chief
operating officer, the chief financial officer, the treasurer or a vice
president of the Borrower or such other representative of the Borrower as may be
designated in writing by any one of the foregoing with the consent of the
Administrative Agent; and, with respect to the financial covenants only, the
chief financial officer or the treasurer of the Borrower.

     

    “Restricted Payment”
shall have the meaning set forth in Section
7.5.

     

    “Revolving Commitment”
shall mean, with respect to each Lender, the commitment of such Lender to make
Revolving Loans to the Borrower and to acquire participations in Letters of
Credit and Swingline Loans in an aggregate principal amount not exceeding the
amount set forth with respect to such Lender on Schedule II, as such
schedule may be amended pursuant to Section 2.23, or in
the case of a Person becoming a Lender after the Closing Date, the amount of the
assigned “Revolving Commitment” as provided in the Assignment and Acceptance
executed by such Person as an assignee, or the joinder executed by such Person,
in each case as such commitment may subsequently be increased or decreased
pursuant to terms hereof.

     

    “Revolving Commitment
Termination Date” shall mean the earliest of (i) October 21, 2014, (ii)
the date on which the Revolving Commitments are terminated pursuant to Section 2.8 and (iii)
the date on which all amounts outstanding under this Agreement have been
declared or have automatically become due and payable (whether by acceleration
or otherwise).

     


    
      
         


      

      
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    “Revolving Credit
Exposure” shall mean, with respect to any Lender at any time, the sum of
the outstanding principal amount of such Lender’s Revolving Loans, LC Exposure
and Swingline Exposure.

     

    “Revolving Credit
Note” shall mean a promissory note of the Borrower payable to the order
of a requesting Lender in the principal amount of such Lender’s Revolving
Commitment, and in the principal amount of any increase in such Lender’s
Revolving Loan Commitment pursuant to Section 2.23in
substantially the form of Exhibit
A.

     

    “Revolving Loan” shall
mean a loan made by a Lender (other than the Swingline Lender) to the Borrower
under its Revolving Commitment, which may either be a Base Rate Loan, a
Eurodollar Loan or a LIBOR Index Rate Loan.

     

    “S&P” shall mean
Standard & Poor’s, a Division of the McGraw-Hill Companies.

     

    “Sanctioned Country”
shall mean a country subject to a sanctions program identified on the list
maintained by OFAC and available at http://www.treas.gov/offices/eotffc/ofac/sanctions/index.html,
or as otherwise published from time to time.

     

    “Sanctioned Person”
shall mean (i) a Person named on the list of “Specially Designated
Nationals and Blocked Persons” maintained by OFAC available at http://www.treas.gov/offices/enforcement/ofac/sdn/,
or as otherwise published from time to time, or (ii) (A) an agency of the
government of a Sanctioned Country, (B) an organization controlled by a
Sanctioned Country, or (C) a person resident in a Sanctioned Country, to the
extent subject to a sanctions program administered by OFAC.

     

    “Security Agreement”
shall mean the Security Agreement, dated as of the date hereof, made by the Loan
Parties in favor of the Administrative Agent for the benefit of the
Lenders.

     

    “Solvent” shall mean,
with respect to any Person on a particular date, that on such date (a) the fair
value of the property of such Person (including the fair value of any intangible
good will of such Person) is greater than the total amount of liabilities,
including subordinated and contingent liabilities, of such Person; (b) the
present fair saleable value of the assets of such Person (including the present
fair saleable value of any intangible good will of such Person) is not less than
the amount that will be required to pay the probable liability of such Person on
its debts and liabilities, including subordinated and contingent liabilities as
they become absolute and matured; (c) such Person does not intend to, and does
not believe that it will, incur debts or liabilities beyond such Person’s
ability to pay as such debts and liabilities mature; and (d) such Person is not
engaged in a business or transaction, and is not committed to engage in a
business or transaction, for which such Person’s property would constitute an
unreasonably small capital.  The amount of contingent liabilities
(such as litigation, guaranties and pension plan liabilities) at any time shall
be computed as the amount that, in light of all the facts and circumstances
existing at the time, represents the amount that would reasonably be expected to
become an actual or matured liability.

     


    
      
         


      

      
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    “Stockholder Rights
Agreement” shall mean that certain Stockholder Rights Agreement, dated as
of August 25, 2009, by and between the Borrower and American Stock Transfer and
Trust Company, LLC, as rights agent, as amended or modified from time to
time.

     

    “Stock Pledge
Agreement” shall mean the Stock Pledge Agreement, dated as of the date
hereof, made by certain of the Loan Parties in favor of the Administrative Agent
for the benefit of the Lenders.

     

    “Subsidiary” shall
mean, with respect to any Person (the “parent”), any
corporation, partnership, joint venture, limited liability company, association
or other entity the accounts of which would be consolidated with those of the
parent in the parent’s consolidated financial statements if such financial
statements were prepared in accordance with GAAP as of such date, as well as any
other corporation, partnership, joint venture, limited liability company,
association or other entity (i) of which securities or other ownership interests
representing more than 50% of the equity or more than 50% of the ordinary voting
power, or in the case of a partnership, more than 50% of the general partnership
interests are, as of such date, owned, controlled or held, or (ii) that is, as
of such date, otherwise controlled, by the parent or one or more subsidiaries of
the parent or by the parent and one or more subsidiaries of the
parent.  Unless otherwise indicated, all references to “Subsidiary”
hereunder shall mean a Subsidiary of the Borrower.

     

    “Subsidiary Guaranty
Agreement” shall mean the Subsidiary Guaranty Agreement, dated as of the
date hereof and substantially in the form of Exhibit E, made by
certain Subsidiaries of the Borrower in favor of the Administrative Agent for
the benefit of the Lenders.

     

    “Subsidiary Loan
Party” shall mean any Subsidiary that executes or becomes a party to the
Subsidiary Guaranty Agreement, the Security Agreement and the Stock Pledge
Agreement.

     

    “Swingline Commitment”
shall mean the commitment of the Swingline Lender to make Swingline Loans in an
aggregate principal amount at any time outstanding not to exceed
$5,000,000.

     

    “Swingline Exposure”
shall mean, with respect to each Lender, the principal amount of the Swingline
Loans in which such Lender is legally obligated either to make a Base Rate Loan
or to purchase a participation in pursuant to Section 2.4, which
shall equal such Lender’s Pro Rata Share of all outstanding Swingline
Loans.

     

    “Swingline Lender”
shall mean SunTrust Bank.

     

    “Swingline Loan” shall
mean a loan made to the Borrower by the Swingline Lender under the Swingline
Commitment.

     

    “Swingline Note” shall
mean the promissory note of the Borrower payable to the order of the Swingline
Lender in the principal amount of the Swingline Commitment, substantially the
form of Exhibit
C.

     

    “Swingline Rate” shall
mean the Base Rate plus the Applicable Margin.


    
      
         


      

      
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    “Synthetic Lease”
shall mean a lease transaction under which the parties intend that (i) the lease
will be treated as an “operating lease” by the lessee pursuant to Statement of
Financial Accounting Standards No. 13, as amended and (ii) the lessee will be
entitled to various tax and other benefits ordinarily available to owners (as
opposed to lessees) of like property.

     

    “Synthetic Lease
Obligations” shall mean, with respect to any Person, the sum of (i) all
remaining rental obligations of such Person as lessee under Synthetic Leases
which are attributable to principal and, without duplication, (ii) all rental
and purchase price payment obligations of such Person under such Synthetic
Leases assuming such Person exercises the option to purchase the lease property
at the end of the lease term.

     

    “Target” shall have
the meaning provided in the definition of the term Permitted
Acquisition.

     

    “Taxes” shall mean any
and all present or future taxes, levies, imposts, duties, deductions, charges or
withholdings imposed by any Governmental Authority.

     

    “Term Loan” shall have
the meaning set forth in Section
2.5.

     

    “Term Loan Commitment”
shall mean, with respect to each Lender, the commitment of such Lender to make
Term Loans to the Borrower in an aggregate principal amount not exceeding the
amount set forth with respect to such Lender on Schedule II, as such
schedule may be amended pursuant to Section 2.23, or in
the case of a Person becoming a Lender after the Closing Date, the amount of the
assigned “Term Loan Commitment” as provided in the Assignment and Acceptance
executed by such Person as an assignee, or the joinder executed by such Person,
in each case as such commitment may subsequently be increased or decreased
pursuant to terms hereof.

     

    “Term Note” shall mean
a promissory note of the Borrower payable to the order of a requesting Lender in
the principal amount of such Lender’s Term Loan Commitment on the Closing Date,
and in the principal amount of any increase in such Lender’s Term Loan
Commitment pursuant to Section 2.23, in
substantially the form of Exhibit
B.

     

    “Transaction Value”
shall mean the total consideration paid in connection with any Permitted
Acquisition (including any Indebtedness of the Acquired Business that is assumed
by the Borrower or any Subsidiary following such acquisition and any amounts
actually paid or reasonably estimated at closing to be paid pursuant to any
post-closing payment adjustments, earn-outs or non-compete payments, but
excluding transaction costs in an amount not to exceed 25% of the Transaction
Value with respect to any such Permitted Acquisition).

     

    “Treasury Management
Obligations” shall mean, collectively, all obligations and other
liabilities of any Loan Parties pursuant to any agreements governing the
provision to such Loan Parties of treasury or cash management services,
including deposit accounts, funds transfer, automated clearing house, zero
balance accounts, returned check concentration, controlled disbursement,
lockbox, account reconciliation and reporting and trade finance
services.

     

    “Type”, when used in
reference to a Loan or Borrowing, refers to whether the rate of interest on such
Loan, or on the Loans comprising such Borrowing, is determined by reference to
the Adjusted LIBO Rate, the LIBOR Index Rate or the Base Rate.


    
      
         


      

      
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    “Withdrawal Liability”
shall mean liability to a Multiemployer Plan as a result of a complete or
partial withdrawal from such Multiemployer Plan, as such terms are defined in
Part I of Subtitle E of Title IV of ERISA.

     

    “Working Capital
Adjustment” shall mean the working capital adjustment in respect of the
actual working capital of the Xpedite Business payable pursuant to Section 2.03
of the Purchase Agreement.

     

    “Xpedite Acquired
Companies” shall mean Xpedite Systems, its Subsidiaries, and PGI
UK.

     

    “Xpedite Business”
shall mean the provision of certain services under the “Send” and “Notify”
solution sets through the Xpedite Acquired Companies and the Xpedite Related
Assets.

     

     

    “Xpedite Related
Assets” shall mean the contracts with the customers of the Xpedite
Business identified on Section 1.1 of the Disclosure Schedules to the Purchase
Agreement and any related accounts receivable.

     

    “Xpedite Systems”
shall mean Xpedite Systems, LLC, a Delaware limited liability
company.

     

    Section
1.2.          Classifications
of Loans and Borrowings.  For purposes of this Agreement, Loans
may be classified and referred to by Class (e.g. a “Revolving Loan” or “Term
Loan”) or by Type (e.g. a “Eurodollar Loan”, a “LIBOR Index Rate Loan” or “Base
Rate Loan”) or by Class and Type (e.g. “Revolving Eurodollar
Loan”).  Borrowings also may be classified and referred to by Class
(e.g. “Revolving Borrowing”) or by Type (e.g. “Eurodollar Borrowing or a “LIBOR
Index Rate Borrowing”) or by Class and Type (e.g. “Revolving Eurodollar
Borrowing” or a “Revolving LIBOR Index Rate Borrowing”).

     

    Section
1.3.          Accounting
Terms and Determination.  Unless otherwise defined or specified
herein, all accounting terms used herein shall be interpreted, all accounting
determinations hereunder shall be made, and all financial statements required to
be delivered hereunder shall be prepared, in accordance with GAAP as in effect
from time to time, applied on a basis consistent with the most recent audited
consolidated financial statement of the Borrower delivered pursuant to Section 5.1(a); provided, that if the
Borrower notifies the Administrative Agent that the Borrower wishes to amend any
covenant in Article
VI to eliminate the effect of any change in GAAP on the operation of such
covenant (or if the Administrative Agent notifies the Borrower that the Required
Lenders wish to amend Article VI for such
purpose), then the Borrower’s compliance with such covenant shall be determined
on the basis of GAAP in effect immediately before the relevant change in GAAP
became effective, until either such notice is withdrawn or such covenant is
amended in a manner satisfactory to the Borrower and the Required
Lenders.


    
      
         


      

      
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    Section
1.4.          Terms
Generally. The definitions of terms
herein shall apply equally to the singular and plural forms of the terms
defined.  Whenever the context may require, any pronoun shall include
the corresponding masculine, feminine and neuter forms.  The words
“include”, “includes” and “including” shall be deemed to be followed by the
phrase “without limitation”.  The word “will” shall be construed to
have the same meaning and effect as the word “shall”.  In the
computation of periods of time from a specified date to a later specified date,
the word “from” means “from and including” and the word “to” means “to but
excluding”.  Unless the context requires otherwise (i) any definition
of or reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as it was
originally executed or as it may from time to time be amended, restated,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (ii) any reference
herein to any Person shall be construed to include such Person’s successors and
permitted assigns, (iii) the words “hereof”, “herein” and “hereunder” and words
of similar import shall be construed to refer to this Agreement as a whole and
not to any particular provision hereof, (iv) all references to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles,
Sections, Exhibits and Schedules to this Agreement and (v) all references
to a specific time shall be construed to refer to the time in the city and state
of the Administrative Agent’s principal office, unless otherwise
indicated.

     

    ARTICLE
II

     

    AMOUNT AND TERMS OF THE
COMMITMENTS

     

    Section
2.1.          General
Description of Facilities.  Subject to and upon the terms and
conditions herein set forth, (i) the Lenders hereby establish in favor of
the Borrower a revolving credit facility pursuant to which each Lender severally
agrees (to the extent of such Lender’s Revolving Commitment) to make Revolving
Loans to the Borrower in accordance with Section 2.2, (ii) the
Issuing Bank agrees to issue Letters of Credit in accordance with Section 2.22, (iii) the
Swingline Lender agrees to make Swingline Loans in accordance with Section 2.4, and (iv)
each Lender agrees to purchase a participation interest in the Letters of Credit
and the Swingline Loans pursuant to the terms and conditions hereof; provided, that in no
event shall the aggregate principal amount of all outstanding Revolving Loans,
Swingline Loans and outstanding LC Exposure exceed at any time the Aggregate
Revolving Commitment Amount from time to time in effect; and (v) each Lender
severally agrees to make a Term Loan to the Borrower in a principal amount equal
to such Lender’s Term Loan Commitment on the Closing Date.

     

    Section
2.2.          Revolving
Loans.  Subject to the terms and conditions set forth herein,
each Lender severally agrees to make Revolving Loans, ratably in proportion to
its Pro Rata Share, to the Borrower, from time to time during the Availability Period, in
an aggregate principal amount outstanding at any time that will not result in
(a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving
Commitment or (b) the aggregate Revolving Credit Exposures of all Lenders
exceeding the Aggregate Revolving Commitment Amount.  During the
Availability Period, the Borrower shall be entitled to borrow, prepay and
reborrow Revolving Loans in accordance with the terms and conditions of this
Agreement; provided, that the
Borrower may not borrow or reborrow should there exist a Default or Event of
Default.


    
      
         


      

      
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    Section
2.3.          Procedure
for Revolving Borrowings.  The Borrower shall give the
Administrative Agent written notice (or telephonic notice promptly confirmed in
writing) of each Revolving Borrowing substantially in the form of Exhibit 2.3 (a “Notice of Revolving
Borrowing”) (x) prior to 11:00 a.m. one (1) Business Day prior to the
requested date of each Base Rate Borrowing or LIBOR Index Rate Borrowing and (y)
prior to 11:00 a.m. three (3) Business Days prior to the requested date of each
Eurodollar Borrowing.  Each Notice of Revolving Borrowing shall be
irrevocable and shall specify: (i) the
aggregate principal amount of such Borrowing, (ii) the date of such Borrowing
(which shall be a Business Day), (iii) the Type of such Revolving Loan
comprising such Borrowing and (iv) in the case of a Eurodollar Borrowing, the
duration of the initial Interest Period applicable thereto (subject to the
provisions of the definition of Interest Period).  Each Revolving
Borrowing shall consist entirely of Base Rate Loans, Eurodollar Loans or LIBOR
Index Rate Loans, as the Borrower may request.  The aggregate
principal amount of each Eurodollar Borrowing shall be not less than $100,000 or
a larger multiple of $100,000, and the aggregate principal amount of each LIBOR
Index Rate Borrowing or Base Rate Borrowing shall not be less than $100,000 or a
larger multiple of $100,000; provided, that Base
Rate Loans made pursuant to Section 2.22(d) may
be made in lesser amounts as provided therein.  At no time shall the
total number of Eurodollar Borrowings outstanding at any time exceed
four.  Promptly following the receipt of a Notice of Revolving
Borrowing in accordance herewith, the Administrative Agent shall advise each
Lender of the details thereof and the amount of such Lender’s Revolving Loan to
be made as part of the requested Revolving Borrowing.

     

    Section
2.4.          Swingline
Commitment.

     

    (a)           Subject
to the terms and conditions set forth herein, the Swingline Lender agrees to
make Swingline Loans to the Borrower, from time to time during the Availability
Period, in an aggregate principal amount outstanding at any time not to exceed
the lesser of (i) the Swingline Commitment then in effect and (ii) the
difference between the Aggregate Revolving Commitment Amount and the aggregate
Revolving Credit Exposures of all Lenders; provided, that the
Swingline Lender shall not be required to make a Swingline Loan to refinance an
outstanding Swingline Loan.  The Borrower shall be entitled to borrow,
repay and reborrow Swingline Loans in accordance with the terms and conditions
of this Agreement.

     

    (b)           The
Borrower shall give the Administrative Agent written notice (or telephonic
notice promptly confirmed in writing) of each Swingline Borrowing substantially
in the form of Exhibit
2.4 attached hereto (“Notice of Swingline
Borrowing”) prior to 10:00 a.m. on the requested date of each Swingline
Borrowing.  Each Notice of Swingline Borrowing shall be irrevocable
and shall specify: (i) the principal amount of such Swingline Loan, (ii) the
date of such Swingline Loan (which shall be a Business Day) and (iii) the
account of the Borrower to which the proceeds of such Swingline Loan should be
credited.  The Administrative Agent will promptly advise the Swingline
Lender of each Notice of Swingline Borrowing.  Each Swingline Loan
shall accrue interest at the Swingline Rate and shall have an Interest Period
(subject to the definition thereof) as agreed between the Borrower and the
Swingline Lender.  The aggregate principal amount of each Swingline
Loan shall be not less than $100,000 or a larger
multiple of $50,000, or such other minimum amounts agreed to by the Swingline
Lender and the Borrower.  The Swingline Lender will make the proceeds
of each Swingline Loan available to the Borrower in Dollars in immediately
available funds at the account specified by the Borrower in the applicable
Notice of Swingline Borrowing not later than 1:00 p.m. on the requested date of
such Swingline Loan.


    
      
         


      

      
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    (c)           The
Swingline Lender, at any time and from time to time in its sole discretion, may,
but in no event no less frequently than once each calendar week shall, on behalf
of the Borrower (which hereby irrevocably authorizes and directs the Swingline
Lender to act on its behalf), give a Notice of Revolving Borrowing to the
Administrative Agent requesting the Lenders (including the Swingline Lender) to
make Base Rate Loans in an amount equal to the unpaid principal amount of any
Swingline Loan.  Each Lender will make the proceeds of its Base Rate
Loan included in such Borrowing available to the Administrative Agent for the
account of the Swingline Lender in accordance with Section 2.6, which
will be used solely for the repayment of such Swingline Loan.

     

    (d)           If
for any reason a Base Rate Borrowing may not be (as determined in the sole
discretion of the Administrative Agent), or is not, made in accordance with the
foregoing provisions, then each Lender (other than the Swingline Lender) shall
purchase an undivided participating interest in such Swingline Loan in an amount
equal to its Pro Rata Share thereof on the date that such Base Rate Borrowing
should have occurred.  On the date of such required purchase, each
Lender shall promptly transfer, in immediately available funds, the amount of
its participating interest to the Administrative Agent for the account of the
Swingline Lender.  If such Swingline Loan bears interest at a rate
other than the Base Rate, such Swingline Loan shall automatically become a Base
Rate Loan on the effective date of any such participation and interest shall
become payable on demand.

     

    (e)           Each
Lender’s obligation to make a Base Rate Loan pursuant to Section 2.4(c) or to
purchase the participating interests pursuant to Section 2.4(d) shall
be absolute and unconditional and shall not be affected by any circumstance,
including without limitation (i) any setoff, counterclaim, recoupment, defense
or other right that such Lender or any other Person may have or claim against
the Swingline Lender, the Borrower or any other Person for any reason
whatsoever, (ii) the existence of a Default or an Event of Default or the
termination of any Lender’s Revolving Commitment, (iii) the existence (or
alleged existence) of any event or condition which has had or could reasonably
be expected to have a Material Adverse Effect, (iv) any breach of this Agreement
or any other Loan Document by the Borrower, the Administrative Agent or any
Lender or (v) any other circumstance, happening or event whatsoever, whether or
not similar to any of the foregoing.  If such amount is not in fact
made available to the Swingline Lender by any Lender, the Swingline Lender shall
be entitled to recover such amount on demand from such Lender, together with
accrued interest thereon for each day from the date of demand thereof (i) at the
Federal Funds Rate until the second Business Day after such demand and (ii) at
the Base Rate at all times thereafter.  Until such time as such Lender
makes its required payment, the Swingline Lender shall be deemed to continue to
have outstanding Swingline Loans in the amount of the unpaid participation for
all purposes of the Loan Documents.  In addition, such Lender shall be
deemed to have assigned any and all payments made of principal and interest on
its Loans and any other amounts due to it hereunder, to the Swingline Lender to
fund the amount of such Lender’s participation interest in such Swingline Loans
that such Lender failed to fund pursuant to this Section 2.4, until
such amount has been purchased in full.


    
      
         


      

      
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    Section
2.5.          Term Loan
Commitments.  Subject to the terms and conditions set forth
herein, each Lender severally agrees to make loans (each, a “Term Loan”) to the
Borrower on the Closing Date or if such Lender is joining this Agreement as an
Additional Lender and is establishing its initial Term Loan Commitment pursuant
to Section 2.23
(or an existing Lender is increasing its Term Loan Commitment pursuant to Section 2.23), on the
effective date of any supplement or joinder described in Section 2.23, in a
principal amount equal to (a) with respect to the Term Loans to be made on the
Closing Date, the Term Loan Commitment of such Lender as of the Closing Date,
and (b) with respect to any Term Loans made by such Lender after the Closing
Date pursuant to Section 2.23, the
amount by which such Lender agreed to increase (or establish, in the case of an
Additional Lender) its Term Loan Commitment; provided, that if for
any reason the full amount of such Lender’s Term Loan Commitment is not fully
drawn on the Closing Date, or on the effective date of any increase pursuant to
Section 2.23,
as the case may be, the undrawn portion thereof at such time shall automatically
be cancelled.  The Term Loans may be, from time to time, Base Rate
Loans, Eurodollar Loans, LIBOR Index Rate Loans or a combination thereof; provided, that on the
Closing Date all Term Loans shall be LIBOR Index Rate Loans.  The
execution and delivery of this Agreement by the Borrower and the satisfaction of
all conditions precedent pursuant to Section 3.1 shall be
deemed to constitute the Borrower’s request to borrow the Term Loans on the
Closing Date, and the execution and delivery of a supplement or joinder
described in Section
2.23 by the Borrower and the satisfaction of all conditions precedent
pursuant to Section
3.2 shall be deemed to constitute the Borrower’s request to borrow the
additional Term Loans on the effective date of any such supplement or joinder,
provided, that
the Administrative Agent may, in its sole discretion, condition any request by
Borrower to borrow the Term Loans (whether on the Closing Date or, if
applicable, thereafter), upon the Borrower giving the Administrative Agent
written notice (or telephonic notice promptly confirmed in writing) of each Term
Loan Borrowing substantially in the form of Exhibit 2.5 (a “Notice of Term Loan
Borrowing”) (x) prior to 11:00 a.m. one (1) Business Day prior to the
requested date of each Base Rate Borrowing or LIBOR Index Rate Borrowing and (y)
prior to 11:00 a.m. three (3) Business Days prior to the requested date of each
Eurodollar Borrowing.  Each Notice of Term Loan Borrowing shall be
irrevocable and shall specify: (i) the
aggregate principal amount of such Borrowing, (ii) the date of such Borrowing
(which shall be a Business Day), (iii) the Type of such Term Loan comprising
such Borrowing and (iv) in the case of a Eurodollar Borrowing, the duration of
the initial Interest Period applicable thereto (subject to the provisions of the
definition of Interest Period), provided, that on the
Closing Date all Term Loans shall be LIBOR Index Rate Loans.

     

    Section
2.6.          Funding
of Borrowings.

     

    (a)           Each
Lender will make available each Loan to be made by it hereunder on the proposed
date thereof by wire transfer in immediately available funds by 1:00 p.m. to the
Administrative Agent at the Payment Office, provided, that the
Swingline Loans will be made as set forth in Section
2.4.  The Administrative Agent will make such Loans available
to the Borrower by promptly crediting the amounts that it receives, in like
funds by the close of business on such proposed date, to an account maintained
by the Borrower with the Administrative Agent or at the Borrower’s option, by
effecting a wire transfer of such amounts to an account designated by the
Borrower to the Administrative Agent.


    
      
         


      

      
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    (b)           Unless
the Administrative Agent shall have been notified by any Lender prior to 11:00
a.m. on the date of a Borrowing in which such Lender is to participate that such
Lender will not make available to the Administrative Agent such Lender’s share
of such Borrowing, the Administrative Agent may assume that such Lender has made
such amount available to the Administrative Agent on such date, and the
Administrative Agent, in reliance on such assumption, may make available to the
Borrower on such date a corresponding amount.  If such corresponding
amount is not in fact made available to the Administrative Agent by such Lender
on the date of such Borrowing, the Administrative Agent shall be entitled to
recover such corresponding amount on demand from such Lender together with
interest at the Federal Funds Rate until the second Business Day after such
demand and thereafter at the Base Rate.  If such Lender does not pay
such corresponding amount forthwith upon the Administrative Agent’s demand
therefor, the Administrative Agent shall promptly notify the Borrower, and the
Borrower shall, within 1 Business Day, pay such corresponding amount to the
Administrative Agent together with interest at the rate specified for such
Borrowing.  Nothing in this subsection shall be deemed to relieve any
Lender from its obligation to fund its Pro Rata Share of any Borrowing hereunder
or to prejudice any rights which the Borrower may have against any Lender as a
result of any default by such Lender hereunder.

     

    (c)           All
Revolving Borrowings shall be made by the Lenders on the basis of their
respective Pro Rata Shares.  No Lender shall be responsible for any
default by any other Lender in its obligations hereunder, and each Lender shall
be obligated to make its Loans provided to be made by it hereunder, regardless
of the failure of any other Lender to make its Loans hereunder.

     

    Section
2.7.          Interest
Elections.

     

    (a)           Each
Borrowing initially shall be of the Type specified in the applicable Notice of
Revolving Borrowing, and in the case of a Eurodollar Borrowing, shall have an
initial Interest Period as specified in such Notice of Revolving
Borrowing.  Thereafter, the Borrower may elect to convert such
Borrowing into a different Type or to continue such Borrowing, and in the case
of a Eurodollar Borrowing, may elect Interest Periods therefore, all as provided
in this Section
2.7.  The Borrower may elect different options with respect to
different portions of the affected Borrowing, in which case each such portion
shall be allocated ratably among the Lenders holding Loans comprising such
Borrowing, and the Loans comprising each such portion shall be considered a
separate Borrowing.  This Section shall NOT apply to Swingline
Borrowings, which may not be converted or continued.

     

    (b)           To
make an election pursuant to this Section 2.7, the
Borrower shall give the Administrative Agent prior written notice (or telephonic
notice promptly confirmed in writing) of each Borrowing substantially in the
form of Exhibit
2.7 attached hereto (a “Notice of
Conversion/Continuation”) that is to be converted or continued, as the
case may be, (x) prior to 10:00 a.m. (Atlanta, Georgia time) one (1) Business
Day prior to the requested date of a conversion into a Base Rate Borrowing or a
LIBOR Index Rate Borrowing and (y) prior to 11:00 a.m. three (3) Business Days
prior to a continuation of or conversion into a Eurodollar
Borrowing.  Each such Notice of Conversion/Continuation shall be
irrevocable and shall specify (i) the Borrowing to which such Notice of
Conversion/Continuation applies and if different options are being elected with
respect to different portions thereof, the portions thereof that are to be
allocated to each resulting Borrowing (in which case the information to be
specified pursuant to clauses (iii) and (iv) shall be specified for each
resulting Borrowing); (ii) the effective date of the election made pursuant to
such Notice of Conversion/Continuation, which shall be a Business Day, (iii)
whether the resulting Borrowing is to be a Base Rate Borrowing, a Eurodollar
Borrowing or a LIBOR Index Rate Borrowing; and (iv) if the resulting Borrowing
is to be a Eurodollar Borrowing, the Interest Period applicable thereto after
giving effect to such election, which shall be a period contemplated by the
definition of “Interest Period”. If any such Notice of Conversion/Continuation
requests a Eurodollar Borrowing but does not specify an Interest Period, the
Borrower shall be deemed to have selected an Interest Period of one
month.  The principal amount of any resulting Borrowing shall satisfy
the minimum borrowing amount for Eurodollar Borrowings, Base Rate Borrowings and
LIBOR Index Rate Borrowings set forth in Section
2.3.


    
      
         


      

      
        33

        
          

        

      

      
         


      

    


    (c)           If,
on the expiration of any Interest Period in respect of any Eurodollar Borrowing
or LIBOR Index Rate Borrowing, the Borrower shall have failed to deliver a
Notice of Conversion/ Continuation, then, unless such Borrowing is repaid as
provided herein, the Borrower shall be deemed to have elected to convert such
Borrowing to a Base Rate Borrowing.  No Borrowing may be converted
into, or continued as, a Eurodollar Borrowing or a LIBOR Index Rate Borrowing if
a Default or an Event of Default exists, unless the Administrative Agent and
each of the Lenders shall have otherwise consented in
writing.   No conversion of any Eurodollar Loans or LIBOR Index
Rate Loans shall be permitted except on the last day of the Interest Period in
respect thereof.

     

    (d)           Upon
receipt of any Notice of Conversion/Continuation, the Administrative Agent shall
promptly notify each Lender of the details thereof and of such Lender’s portion
of each resulting Borrowing.

     

    Section
2.8.          Optional
Reduction and Termination of Commitments.

     

    (a)           Unless
previously terminated, all Revolving Commitments, Swingline Commitments and LC
Commitments shall terminate on the Revolving Commitment Termination
Date.  The Term Loan Commitments as of the Closing Date shall
terminate on the Closing Date, and any additional Term Loan Commitments pursuant
to Section 2.23
shall terminate upon the effectiveness of any supplement or joinder executed
pursuant thereto, in each case upon the making of such Term Loans pursuant to
Section
2.5.

     

    (b)           Upon
at least three (3) Business Days’ prior written notice (or telephonic notice
promptly confirmed in writing) to the Administrative Agent (which notice shall
be irrevocable), the Borrower may reduce the Aggregate Revolving Commitments in
part or terminate the Aggregate Revolving Commitments in whole; provided, that (i)
any partial reduction shall apply to reduce proportionately and permanently the
Revolving Commitment of each Lender, (ii) any partial reduction pursuant to this
Section 2.8
shall be in an amount of at least $100,000 and any larger multiple of $100,000,
and (iii) no such reduction shall be permitted which would reduce the Aggregate
Revolving Commitment Amount to an amount less than the outstanding Revolving
Credit Exposures of all Lenders.  Any such reduction in the Aggregate
Revolving Commitment Amount below the sum of the principal amount of the
Swingline Commitment and the LC Commitment shall result in a proportionate
reduction (rounded to the next lowest integral multiple of $100,000) in the
Swingline Commitment and the LC Commitment.


    
      
         


      

      
        34

        
          

        

      

      
         


      

    


    (c)           The
Borrower may terminate (on a non-ratable basis) the unused amount of the
Revolving Commitment of a Defaulting Lender upon not less than five (5) Business
Days’ prior notice to the Administrative Agent (which will promptly notify the
Lenders thereof), and in such event the provisions of Section 2.26 will
apply to all amounts thereafter paid by the Borrower for the account of any such
Defaulting Lender under this Agreement (whether on account of principal,
interest, fees, indemnity or other amounts), provided that such
termination will not be deemed to be a waiver or release of any claim the
Borrower, the Administrative Agent, the Issuing Bank or any Lender may have
against such Defaulting Lender.

     

    Section
2.9.          Repayment
of Loans.

     

    (a)           The
outstanding principal amount of all Revolving Loans shall be due and payable
(together with accrued and unpaid interest thereon) on the Revolving Commitment
Termination Date, provided,
however, that, at Borrower’s election, any outstanding Letters of Credit
may be Cash Collateralized for so long as any LC Exposure related to or arising
from any such Letters of Credit is outstanding, by the Borrower depositing in an
account with the Administrative Agent, in the name of the Administrative Agent
and for the benefit of the Issuing Bank and the Lenders, an amount in cash equal
to 105% of any such LC Exposure as of such date plus any accrued and unpaid
fees thereon.  Such deposit shall be held by the Administrative Agent
as collateral for the payment and performance of the obligations of the Borrower
under this Agreement with respect to any LC Exposure related to or arising from
any such Letters of Credit, which shall otherwise survive the repayment of the
Loans.  The Administrative Agent shall have exclusive dominion and
control, including the exclusive right of withdrawal, over such
account.  Borrower agrees to execute any documents and/or certificates
to effectuate the intent of this paragraph.  Other than any interest
earned on the investment of such deposits, which investments shall be made at
the option and sole discretion of the Administrative Agent and at the Borrower’s
risk and expense, such deposits shall not bear interest.  Interest and
profits, if any, on such investments shall accumulate in such
account.  Moneys in such account shall be applied by the
Administrative Agent to reimburse the Issuing Bank for LC Disbursements for
which it had not been reimbursed and to the extent so applied, shall be held for
the satisfaction of the reimbursement obligations of the Borrower for the LC
Exposure at such time or, if the maturity of the Loans has been accelerated,
with the consent of the Required Lenders, be applied to satisfy other
obligations of the Borrower under this Agreement and the other Loan
Documents.

     

    (b)           The
principal amount of each Swingline Borrowing shall be due and payable (together
with accrued and unpaid interest thereon) on the earlier of (i) the last day of
the Interest Period applicable to such Borrowing and (ii) the Revolving
Commitment Termination Date.

     

    (c)           In
addition to any amounts due from the Borrower pursuant to Section 2.23(f) of
this Agreement, the Borrower unconditionally promises to pay to the
Administrative Agent for the account of each Lender the then unpaid principal
amount of the Term Loan of such Lender in installments payable on the dates set
forth below, with each such installment being in the aggregate principal amount
for all Lenders set forth opposite such date below (and on such other date(s)
and in such other amounts as may be required from time to time pursuant to this
Agreement):


    
      
         


      

      
        35

        
          

        

      

      
         


      

    

     

    
      
        
          
            
              	
                      Installment Date

                    	 	
                      Aggregate Principal Amount

                    	 
	 
      	 	 	 
	
                      January
      31, 2011

                    	 	$	4,125,000.00	 
	
                      April
      30, 2011

                    	 	$	4,125,000.00	 
	
                      July
      31, 2011

                    	 	$	4,125,000.00	 
	
                      October
      31, 2011

                    	 	$	4,125,000.00	 
	
                      January
      31, 2012

                    	 	$	4,125,000.00	 
	
                      April
      30, 2012

                    	 	$	4,125,000.00	 
	
                      July
      31, 2012

                    	 	$	4,125,000.00	 
	
                      October
      31, 2012

                    	 	$	4,125,000.00	 
	
                      January
      31, 2013

                    	 	$	4,125,000.00	 
	
                      April
      30, 2013

                    	 	$	4,125,000.00	 
	
                      July
      31, 2013

                    	 	$	4,125,000.00	 
	
                      October
      31, 2013

                    	 	$	4,125,000.00	 
	
                      January
      31, 2014

                    	 	$	4,125,000.00	 
	
                      April
      30, 2014

                    	 	$	4,125,000.00	 
	
                      July
      31, 2014

                    	 	$	4,125,000.00	 
	
                      October
      21, 2014

                    	 	$	48,125,000.00	 


            

          

        

      

    

     

    provided, that, to
the extent not previously paid, the aggregate unpaid principal balance of the
Term Loans (specifically including any Additional Commitment Amount comprised of
an increase to the Term Loan Commitment pursuant to Section 2.23 of this
Agreement) shall be due and payable on the Maturity Date.

     

    Section
2.10.        Evidence
of Indebtedness.

     

    (a)           Each
Lender shall maintain in accordance with its usual practice appropriate records
evidencing the Indebtedness of the Borrower to such Lender resulting from each
Loan made by such Lender from time to time, including the amounts of principal
and interest payable thereon and paid to such Lender from time to time under
this Agreement.  The Administrative Agent shall maintain appropriate records in which shall be
recorded (i) the Revolving Commitment and Term Loan Commitment of each Lender,
(ii) the amount of each Loan made hereunder by each Lender, the Class and Type
thereof and the Interest Period applicable thereto, (iii) the date of each
continuation thereof pursuant to Section 2.7, (iv) the
date of each conversion of all or a portion thereof to another Type pursuant to
Section 2.7,
(v) the date and amount of any principal or interest due and payable or to
become due and payable from the Borrower to each Lender hereunder in respect of
such Loans and (vi) both the date and amount of any sum received by the
Administrative Agent hereunder from the Borrower in respect of the Loans and
each Lender’s Pro Rata Share thereof.  The entries made in such
records shall be prima facie
evidence of the existence and amounts of the obligations of the Borrower
therein recorded; provided, that the
failure or delay of any Lender or the Administrative Agent in maintaining or
making entries into any such record or any error therein shall not in any manner
affect the obligation of the Borrower to repay the Loans (both principal and
unpaid accrued interest) of such Lender in accordance with the terms of this
Agreement.

     

    (b)           This
Agreement evidences the obligation of the Borrower to repay the Loans and is
being executed as a “noteless” credit agreement.  However, at the
request of any Lender (including the Swingline Lender) at any time, the Borrower
agrees that it will prepare, execute and deliver to such Lender a promissory
note payable to the order of such Lender (or, if requested by such Lender, to
such Lender and its registered assigns) and in a form approved by the
Administrative Agent.  Thereafter, the Loans evidenced by such
promissory note and interest thereon shall at all times (including after
assignment permitted hereunder) be represented by one or more promissory notes
in such form payable to the order of the payee named therein (or, if such
promissory note is a registered note, to such payee and its registered
assigns).


    
      
         


      

      
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    Section
2.11.        Optional
Prepayments. The Borrower shall have
the right at any time and from time to time to prepay any Borrowing, in whole or
in part, without premium or penalty, by giving irrevocable written notice (or
telephonic notice promptly confirmed in writing) to the Administrative Agent no
later than (i) in the case of prepayment of any Eurodollar Borrowing or any
LIBOR Index Rate Borrowing, 11:00 a.m. not less than three (3) Business Days
prior to any such prepayment, (ii) in the case of any prepayment of any Base
Rate Borrowing, not less than one Business Day prior to the date of such
prepayment, and (iii) in the case of Swingline Borrowings, prior to 11:00 a.m.
on the date of such prepayment.  Each such notice shall be irrevocable
and shall specify the proposed date of such prepayment and the principal amount
of each Borrowing or portion thereof to be prepaid.  Upon receipt of
any such notice, the Administrative Agent shall promptly notify each affected
Lender of the contents thereof and of such Lender’s Pro Rata Share of any such
prepayment.  If such notice is given, the aggregate amount specified
in such notice shall be due and payable on the date designated in such notice,
together with accrued interest to such date on the amount so prepaid in
accordance with Section 2.13(d);
provided, that
if a Eurodollar Borrowing or a LIBOR Index Rate Borrowing is prepaid on a date
other than the last day of an Interest Period applicable thereto, the Borrower
shall also pay all amounts required pursuant to Section 2.19.  Each
partial prepayment of any Loan (other than a Swingline Loan) shall be in an
amount that would be permitted in the case of an advance of a Revolving
Borrowing of the same Type pursuant to Section 2.2 or, in
the case of a Swingline Loan, pursuant to Section
2.4.  Each prepayment of a Borrowing shall be applied ratably
to the Loans comprising such Borrowing, and in the case of a prepayment of a
Term Loan Borrowing, to principal installments in inverse order of maturity,
provided, that any such
prepayment of a Borrowing made within the 15 day period immediately prior to any
scheduled principal installment payment date shall be applied first to the
principal and interest payable on such payment date, and then to the remaining
principal installments in the inverse order of their maturity, provided further, that no
such voluntary prepayment of principal shall modify, alter, waive, suspend,
delay or otherwise effect Borrower’s obligation to make mandatory prepayments
based upon annual Excess Cash Flow, as more specifically described in Section 2.12(c) of
this Agreement.

     

    Section
2.12.        Mandatory
Prepayments.

     

    (a)           Within
5 Business Days after receipt by the Borrower or any of its Subsidiaries of cash
proceeds of any sale or disposition by the Borrower or such Subsidiary of any of
its assets, or cash proceeds from any casualty insurance policies or eminent
domain, condemnation or similar proceedings, other than proceeds from sales of
inventory in the ordinary course of business, the Borrower shall prepay the
Obligations in an amount by which such cash proceeds, net of (i) sales taxes
payable by Borrower or such Subsidiary, income or gains taxes payable by
Borrower or such Subsidiary as a result of any gain recognized in connection
therewith, and commissions and other reasonable and customary transaction costs,
fees and expenses properly attributable to such transaction and payable by
Borrower or such Subsidiary in connection therewith (in each case, paid to
non-Affiliates), (ii) reasonable reserves with respect to post-closing
adjustments, indemnities and contingent obligations and (iii) amounts paid in
respect of any Indebtedness secured by a Lien on such assets, exceed $250,000 in
any Fiscal Year, except to the extent that such proceeds from casualty insurance
policies, eminent domain, condemnation or similar proceeds are reinvested in the
business of the Loan Parties within 180 days following receipt thereof, and
until reinvested are held in controlled accounts subject to control account
agreements.  Any such prepayment shall be applied in accordance with
Section
2.12(d).


    
      
         


      

      
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    (b)           If
the Borrower or any of its Subsidiaries issues any Indebtedness or equity
securities (other than Indebtedness permitted under Section 7.1, and
other than equity securities issued by a Subsidiary of the Borrower to the
Borrower or another Subsidiary or by the Borrower to a director, officer or
employee) then no later than the Business Day following the date of receipt of
the cash proceeds thereof, net of underwriting discounts and commissions and
other reasonable costs paid to non-Affiliates in connection therewith, Borrower
shall prepay the Obligations in an amount equal to (i) one hundred percent
(100%) of such cash proceeds resulting from any issuance of any such
Indebtedness and (ii) fifty percent (50%) of such cash proceeds resulting from
any issuance of any such equity securities.  Any such prepayment shall
be applied in accordance with Section
2.12(d).

     

    (c)           Within
30 days of the date on which the financial statements are delivered in
accordance with Section 5.1(a)
(commencing with the Fiscal Year ending July 31, 2011), the Borrower shall
prepay the Obligations in an amount equal to (i) 50% of Excess Cash Flow if
Borrower’s Leverage Ratio is greater than or equal to 2.00 to 1.00, and (ii) 25%
of Excess Cash Flow if Borrower’s Leverage Ratio is greater than 1.50 to
1.00, provided,
that, for
purposes of clarification, no such prepayment shall be required if Borrower’s
Leverage Ratio is less than or equal to 1.50 to 1.00.  Calculations
relating to determination of Borrower’s Leverage Ratio and the amount of
payments of Excess Cash Flow shall be made as of the end of each Fiscal Year
based upon the applicable financial statements delivered by Borrower pursuant to
Section
5.1(a).

     

    (d)           Any
prepayments made by the Borrower pursuant to Sections 2.12(a)
through (c)
above shall be applied as follows: first, to
Administrative Agent’s fees and reimbursable expenses then due and payable
pursuant to any of the Loan Documents; second, to all
reimbursable reasonable and documented out of pocket expenses of the Lenders and
all reasonable and documented out of pocket fees and reimbursable expenses of
the Issuing Bank then due and payable pursuant to any of the Loan Documents, pro
rata to the Lenders and the Issuing Bank based on their respective pro rata
shares of such reasonable and documented out of pocket fees and expenses; third, to interest
and fees then due and payable hereunder, pro rata to the Lenders based on their
respective pro rata shares of such interest and fees; fourth, to the
principal balance of the Term Loans, until the same shall have been paid in
full, pro rata to the Lenders based on their Pro Rata Shares of the Term Loans,
and applied to installments of the Term Loans in inverse order of maturity;
provided, that any such
prepayment of a Borrowing made within the 15 day period immediately prior to any
scheduled principal installment payment date shall be applied first to the
principal and interest payable on such payment date, and then to the remaining
principal installments in the inverse order of their maturity, fifth, to the
principal balance of the Swing Line Loans, until the same shall have been paid
in full, to the Swingline Lender; sixth, to the
principal balance of the Revolving Loans, until the same shall have been paid in
full, pro rata to the Lenders based on their respective Revolving Commitments
and seventh, to
Cash Collateralize the Letters of Credit in accordance with Section 2.22(g) in an
amount in cash equal to 105% of the LC Exposure as of such date plus any accrued and unpaid
fees thereon.  The Revolving Commitments of the Lenders shall not be
permanently reduced by the amount of any prepayments made pursuant to clauses
fifth through seventh above, unless an Event of Default has occurred and is
continuing and the Required Revolving Lenders so request.


    
      
         


      

      
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    (e)           If
at any time the Revolving Credit Exposure of all Lenders exceeds the Aggregate
Revolving Commitment Amount, as reduced pursuant to Section 2.8 or
otherwise, the Borrower shall immediately repay Revolving Loans and Swingline
Loans in an amount equal to such excess, together with all accrued and unpaid
interest on such excess amount and any amounts due under Section
2.19.  Each prepayment shall be applied first to Swingline
Loans to the full extent thereof, second to the Base Rate Loans to the full
extent thereof, third to LIBOR Index Rate Loans to the full extent thereof and
finally to Eurodollar Loans to the full extent thereof.  If after
giving effect to prepayment of all Swingline Loans and Revolving Loans, the
Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving
Commitment Amount, the Borrower shall deposit in an account with the
Administrative Agent, in the name of the Administrative Agent and for the
benefit of the Issuing Bank and the Lenders, an amount in cash equal to such
excess plus any accrued and unpaid fees thereon to be held as collateral for the
LC Exposure.  Such account shall be administered in accordance with
Section 2.22(g)
hereof.

     

    Section
2.13.        Interest
on Loans.

     

    (a)           The
Borrower shall pay interest on each Base Rate Loan at the Base Rate in effect
from time to time, on each Eurodollar Loan at the Adjusted LIBO Rate for the
applicable Interest Period in effect for such Loan and on each LIBOR Index Rate
Loan at the LIBOR Index Rate for the applicable Interest Period in effect for
such Loan, plus, in
each case, the Applicable Margin in effect from time to time.

     

    (b)           The
Borrower shall pay interest on each Swingline Loan at the Swingline Rate in
effect from time to time.

     

    (c)           Notwithstanding
clause (a) above, while an Event of Default exists, at the option of the
Required Lenders, and after acceleration, the Borrower shall pay interest
(“Default
Interest”) with respect to (i) all Eurodollar Loans and all LIBOR Index
Rate Loans at the Adjusted LIBOR Rate and at the LIBOR Index Rate (as
applicable), plus, in
each case, the Applicable Margin (which, notwithstanding anything to contrary in
this Agreement, while an Event of Default exists, shall be at Level V as set
forth in Schedule
I), plus an
additional 2% per annum, until the last day of the applicable Interest Period
and (ii) all Base Rate Loans and all other Obligations hereunder (other than
Loans), at the Base Rate, plus the Applicable Margin
(which, notwithstanding anything to contrary in this Agreement, while an Event
of Default exists, shall be at Level V as set forth in Schedule I), plus an additional 2% per
annum, until the last day of the applicable Interest Period.


    
      
         


      

      
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    (d)           Interest
on the principal amount of all Loans shall accrue from and including the date
such Loans are made to but excluding the date of any repayment
thereof.  Interest on all outstanding Base Rate Loans shall be payable
quarterly in arrears on the last day of each July, October, January and April
and on the Revolving Commitment Termination Date or the Maturity Date, as the
case may be.  Interest on all outstanding Eurodollar Loans and LIBOR
Index Rate Loans shall be payable on the last day of each Interest Period
applicable thereto, and, in the case of any Eurodollar Loans having an Interest
Period in excess of three months or 90 days, respectively, on each day which
occurs every three months or 90 days, as the case may be, after the initial date
of such Interest Period, and on the Revolving Commitment Termination Date or the
Maturity Date, as the case may be.  Interest on each Swingline Loan
shall be payable on the maturity date of such Loan, which shall be the last day
of the Interest Period applicable thereto, and on the Revolving Commitment
Termination Date.  Interest on any Loan which is converted into a Loan
of another Type or which is repaid or prepaid shall be payable on the date of
such conversion or on the date of any such repayment or prepayment (on the
amount repaid or prepaid) thereof.  All Default Interest shall be
payable on demand.

     

    (e)           The
Administrative Agent shall determine each interest rate applicable to the Loans
hereunder in accordance with the terms hereof and shall promptly notify the
Borrower and the Lenders of such rate in writing (or by telephone, promptly
confirmed in writing).  Any such determination shall be conclusive and
binding for all purposes, absent manifest error.

     

    Section
2.14.        Fees.

     

    (a)           The
Borrower shall pay to the Administrative Agent for its own account fees in the
amounts and at the times more specifically set forth in the Fee
Letter.

     

    (b)           The
Borrower agrees to pay to the Administrative Agent for the account of each
Lender a commitment fee, which shall accrue at the Applicable Percentage per
annum (determined daily in accordance with Schedule I) on the
daily amount of the unused Revolving Commitment of such Lender during the
Availability Period.  For purposes of computing commitment fees with
respect to the Revolving Commitments, the Revolving Commitment of each Lender
shall be deemed used to the extent of the outstanding Revolving Loans and LC
Exposure, but not Swingline Exposure, of such Lender.

     

    (c)           The
Borrower agrees to pay (i) to the Administrative Agent, for the account of each
Lender, a letter of credit fee with respect to its participation in each Letter
of Credit, which shall accrue at a rate per annum equal to the Applicable Margin
for LIBOR Index Rate Loans then in effect on the average daily amount of such
Lender’s LC Exposure attributable to such Letter of Credit during the period
from and including the date of issuance of such Letter of Credit to but
excluding the date on which such Letter of Credit expires or is drawn in full
(including without limitation any LC Exposure that remains outstanding after the
Revolving Commitment Termination Date), provided, that,
notwithstanding the foregoing, the minimum amount of any such letter of credit
fee shall be $1,000 and (ii) to the Issuing Bank for its own account a fronting
fee, which shall accrue at the rate of 0.25% per annum on the average
daily amount of the LC Exposure (excluding any portion thereof attributable to
unreimbursed LC Disbursements) during the Availability Period (or until the date
that such Letter of Credit is irrevocably cancelled, whichever is later), as
well as the Issuing Bank’s standard fees with respect to issuance, amendment,
renewal or extension of any Letter of Credit or processing of drawings
thereunder.  Notwithstanding the foregoing, if the Required Lenders
elect to increase the interest rate on the Loans to the Default Interest
pursuant to Section
2.13(c), the rate per annum used to calculate the letter of credit fee
pursuant to clause (i) above shall automatically be increased to Level V as set
forth in Schedule
I, plus an
additional 2% per annum until the last day of the applicable Interest
Period.


    
      
         


      

      
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    (d)           Accrued
fees under paragraphs (b) and (c) above shall be payable quarterly in arrears on
the last day of each July, October, January and April, commencing on January 31,
2011, and on the Revolving Commitment Termination Date (and if later, the date
the Loans and LC Exposure shall be repaid in their entirety); provided further, that any
such fees accruing after the Revolving Commitment Termination Date shall be
payable on demand.

     

    (e)           Anything
herein to the contrary notwithstanding, during such period as a Lender is a
Defaulting Lender, such Defaulting Lender will not be entitled to any fees
accruing during such period pursuant to Sections 2.14(b) and
(c) (without prejudice to the rights of the Lenders other than Defaulting
Lenders in respect of such fees), or any amendment fees hereafter offered to any
Lender, and the pro rata payment
provisions of Section
2.21 will automatically be deemed adjusted to reflect the provisions of
this Section.

     

    Section
2.15.        Computation
of Interest and Fees.  All computations of interest and fees
hereunder shall be made on the basis of a year of 360 days for the actual
number of days (including the first day but excluding the last day) occurring in
the period for which such interest or fees are payable (to the extent computed
on the basis of days elapsed).  Each determination by the
Administrative Agent of an interest rate or fee hereunder shall be made in good
faith and, except for manifest error, shall be final, conclusive and binding for
all purposes.

     

    Section
2.16.        Inability
to Determine Interest Rates.  If prior to the commencement of
any Interest Period for any Eurodollar Borrowing or LIBOR Index Rate
Borrowing,

     

    (i)            the
Administrative Agent shall have determined (which determination shall be
conclusive and binding upon the Borrower) that, by reason of circumstances
affecting the relevant interbank market, adequate means do not exist for
ascertaining LIBOR for such Interest Period, or

     

    (ii)           the
Administrative Agent shall have received notice from the Required Lenders that
either the Adjusted LIBO Rate or the LIBOR Index Rate does not adequately and
fairly reflect the cost to such Lenders (or Lender, as the case may be) of
making, funding or maintaining their (or its, as the case may be) Eurodollar
Loans or LIBOR Index Rate Loans (as the case may be) for such Interest
Period,

     

    the
Administrative Agent shall give written notice (or telephonic notice, promptly
confirmed in writing) to the Borrower and to the Lenders as soon as practicable
thereafter.  Until the Administrative Agent shall notify the Borrower
and the Lenders that the circumstances giving rise to such notice no longer
exist, (i) the obligations of the Lenders to make Eurodollar Revolving Loans or
LIBOR Index Rate Revolving Loans or to continue or convert outstanding Loans as
or into Eurodollar Loans or LIBOR Index Rate Loans shall be suspended and (ii)
all such affected Loans shall be converted into Base Rate Loans on the last day
of the then current Interest Period applicable thereto unless the Borrower
prepays such Loans in accordance with this Agreement.  Unless the
Borrower notifies the Administrative Agent at least one Business Day before the
date of any Eurodollar Revolving Borrowing or LIBOR Index Rate Loan for which a
Notice of Revolving Borrowing or Notice of Conversion/Continuation has
previously been given that it elects not to borrow on such date, then such
Revolving Borrowing shall be made as a Base Rate Borrowing.


    
      
         


      

      
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    Section
2.17.        Illegality. If any Change in Law
shall make it unlawful or impossible for any Lender to make, maintain or fund
any Eurodollar Loan or any LIBOR Index Rate Loan and such Lender shall so notify
the Administrative Agent, the Administrative Agent shall promptly give notice
thereof to the Borrower and the other Lenders, whereupon until such Lender
notifies the Administrative Agent and the Borrower that the circumstances giving
rise to such suspension no longer exist, the obligation of such Lender to make
Eurodollar Revolving Loans or LIBOR Index Rate Loans, or to continue or convert
outstanding Loans as or into Eurodollar Loans or LIBOR Index Rate Loans, shall
be suspended.  In the case of the making of a Eurodollar Revolving
Borrowing or a LIBOR Index Rate Borrowing, such Lender’s Revolving Loan shall be
made as a Base Rate Loan as part of the same Revolving Borrowing for the same
Interest Period and if the affected Eurodollar Loan or LIBOR Index Rate
Borrowing is then outstanding, such Loan shall be converted to a Base Rate Loan
either (i) on the last day of the then current Interest Period applicable to
such Eurodollar Loan or such LIBOR Index Rate Loan if such Lender may lawfully
continue to maintain such Loan to such date or (ii) immediately if such Lender
shall determine that it may not lawfully continue to maintain such Eurodollar
Loan or such LIBOR Index Rate Loan (as the case may be) to such
date.  Notwithstanding the foregoing, the affected Lender shall, prior
to giving such notice to the Administrative Agent, designate a different
Applicable Lending Office if such designation would avoid the need for giving
such notice and if such designation would not otherwise be disadvantageous to
such Lender in the good faith exercise of its discretion.

     

    Section
2.18.        Increased
Costs.

     

    (a)           If
any Change in Law shall:

     

    (i)           impose,
modify or deem applicable any reserve, special deposit or similar requirement
that is not otherwise included in the determination of the Adjusted LIBO Rate or
the LIBOR Index Rate hereunder against assets of, deposits with or for the
account of, or credit extended by, any Lender (except any such reserve
requirement reflected in the Adjusted LIBO Rate or the LIBOR Index Rate) or the
Issuing Bank; or

     

    (ii)          impose
on any Lender or on the Issuing Bank or the eurodollar interbank market any
other condition affecting this Agreement, any Eurodollar Loans or any LIBOR
Index Rate Loans made by such Lender or any Letter of Credit or any
participation therein;

     

    and the
result of either of the foregoing is to increase the cost to such Lender of
making, converting into, continuing or maintaining a Eurodollar Loan or a LIBOR
Index Rate Loan or to increase the cost to such Lender or the Issuing Bank of
participating in or issuing any Letter of Credit or to reduce the amount
received or receivable by such Lender or the Issuing Bank hereunder (whether of
principal, interest or any other amount), then the Borrower shall promptly pay,
upon written notice from and demand by such Lender on the Borrower (with a copy
of such notice and demand to the Administrative Agent), to the Administrative
Agent for the account of such Lender, within five (5) Business Days after the
date of such notice and demand, additional amount or amounts sufficient to
compensate such Lender or the Issuing Bank, as the case may be, for such
additional costs incurred or reduction suffered.


    
      
         


      

      
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    (b)           If
any Lender or the Issuing Bank shall have determined that on or after the date
of this Agreement any Change in Law regarding capital requirements has or would
have the effect of reducing the rate of return on such Lender’s or the Issuing
Bank’s capital (or on the capital of such Lender’s or the Issuing Bank’s parent
corporation) as a consequence of its obligations hereunder or under or in
respect of any Letter of Credit to a level below that which such Lender or the
Issuing Bank or such Lender’s or the Issuing Bank’s parent corporation could
have achieved but for such Change in Law (taking into consideration such
Lender’s or the Issuing Bank’s policies or the policies of such Lender’s or the
Issuing Bank’s parent corporation with respect to capital adequacy), then, from
time to time, within five (5) Business Days after receipt by the Borrower of
written demand by such Lender (with a copy thereof to the Administrative Agent),
the Borrower shall pay to such Lender such additional amounts as will compensate
such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s parent
corporation for any such reduction suffered.

     

    (c)           A
certificate of a Lender or the Issuing Bank setting forth the amount or amounts
necessary to compensate such Lender or the Issuing Bank or such Lender’s or the
Issuing Bank’s parent corporation, as the case may be, specified in paragraph
(a) or (b) of this Section 2.18 shall be
delivered to the Borrower (with a copy to the Administrative Agent) and shall be
conclusive, absent manifest error.  The Borrower shall pay any such
Lender or the Issuing Bank, as the case may be, such amount or amounts within
five (5) Business Days after receipt thereof.

     

    (d)           Notwithstanding
the foregoing, the Borrower shall not be obligated to pay any amounts to any
Lender or the Issuing Bank under this Section 2.18 to the
extent that any such amounts arose more than 6 months prior to the date that the
Borrower received the certificate contemplated in Section
2.18(c).

     

    Section
2.19.        Funding
Indemnity.  In the event of (a) the payment of any principal of
a Eurodollar Loan other than on the last day of the Interest Period applicable
thereto (including as a result of an Event of Default), (b) the conversion or
continuation of a Eurodollar Loan other than on the last day of the Interest
Period applicable thereto, or (c) the failure by the Borrower to borrow, prepay,
convert or continue any Eurodollar Loan on the date specified in any applicable
notice (regardless of whether such notice is withdrawn or revoked), then, in any
such event, the Borrower shall compensate each Lender, within five (5) Business
Days after written demand from such Lender, for any loss, cost or expense
attributable to such event.  In the case of a Eurodollar Loan, such
loss, cost or expense shall be deemed to include an amount determined by such
Lender to be the excess, if any, of (A) the amount of interest that would have
accrued on the principal amount of such Eurodollar Loan if such event had not
occurred at the Adjusted LIBO Rate applicable to such Eurodollar Loan for the
period from the date of such event to the last day of the then current Interest
Period therefore (or in the case of a failure to borrow, convert or continue,
for the period that would have been the Interest Period for such Eurodollar
Loan) over (B) the amount of interest that would accrue on the principal amount
of such Eurodollar Loan for the same period if the Adjusted LIBO Rate were set
on the date such Eurodollar Loan was prepaid or converted or the date on which
the Borrower failed to borrow, convert or continue such Eurodollar
Loan.  A certificate as to any additional amount payable under this
Section 2.19
submitted to the Borrower by any Lender (with a copy to the Administrative
Agent) shall be conclusive, absent manifest error.


    
      
         


      

      
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    Section
2.20.        Taxes.

     

    (a)           Any
and all payments by or on account of any obligation of the Borrower hereunder
shall be made free and clear of and without deduction for any Indemnified Taxes
or Other Taxes; provided, that if the
Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from
such payments, then (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section 2.20) the
Administrative Agent, any Lender or the Issuing Bank (as the case may be) shall
receive an amount equal to the sum it would have received had no such deductions
been made, (ii) the Borrower shall make such deductions and (iii) the Borrower
shall pay the full amount deducted to the relevant Governmental Authority in
accordance with applicable law.

     

    (b)           In
addition, the Borrower shall pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law.

     

    (c)           The
Borrower shall indemnify the Administrative Agent, each Lender and the Issuing
Bank, within five (5) Business Days after written demand therefor, for the full
amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent,
such Lender or the Issuing Bank, as the case may be, on or with respect to any
payment by or on account of any obligation of the Borrower hereunder (including
Indemnified Taxes or Other Taxes imposed or asserted on or attributable to
amounts payable under this Section 2.20) and any
penalties, interest and reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority.  A
certificate as to the amount of such payment or liability delivered to the
Borrower, along with a copy of the written notice issued by a Governmental
Authority of demand or request for payment, by a Lender or the Issuing Bank, or
by the Administrative Agent on its own behalf or on behalf of a Lender or the
Issuing Bank, shall be conclusive absent manifest error.  If the
Borrower determines in good faith that a reasonable basis exists for contesting
any Taxes for which indemnification has been demanded hereunder, the relevant
Lender shall cooperate with the Borrower in challenging such Taxes at the
Borrower’s expense if so requested by the Borrower in writing.

     

    (d)           As
soon as practicable after any payment of Indemnified Taxes or Other Taxes by the
Borrower to a Governmental Authority, the Borrower shall deliver to the
Administrative Agent the original or a certified copy of a receipt issued by
such Governmental Authority evidencing such payment, a copy of the return
reporting such payment or other evidence of such payment reasonably satisfactory
to the Administrative Agent.


    
      
         


      

      
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    (e)           Any
Foreign Lender that is entitled to an exemption from or reduction of withholding
tax under the Code or any treaty to which the United States is a party, with
respect to payments under this Agreement shall deliver to the Borrower (with a
copy to the Administrative Agent), at the time or times prescribed by applicable
law, such properly completed and executed documentation prescribed by applicable
law or reasonably requested by the Borrower as will permit such payments to be
made without withholding or at a reduced rate.  Without limiting the
generality of the foregoing, each Foreign Lender agrees that it will deliver to
the Administrative Agent and the Borrower (or in the case of a Participant, to
the Lender from which the related participation shall have been purchased), as
appropriate, two (2) duly completed copies of (i) Internal Revenue Service Form
W-8 ECI, or any successor form thereto, certifying that the payments received
from the Borrower hereunder are effectively connected with such Foreign Lender’s
conduct of a trade or business in the United States; or (ii) Internal Revenue
Service Form W-8 BEN, or any successor form thereto, certifying that such
Foreign Lender is entitled to benefits under an income tax treaty to which the
United States is a party which reduces the rate of withholding tax on payments
of interest; or (iii) Internal Revenue Service Form W-8 BEN, or any successor
form prescribed by the Internal Revenue Service, together with a certificate (A)
establishing that the payment to the Foreign Lender qualifies as “portfolio
interest” exempt from U.S. withholding tax under Code section 871(h) or 881(c),
and (B) stating that (1) the Foreign Lender is not a bank for purposes of Code
section 881(c)(3)(A), or the obligation of
the Borrower hereunder is not, with respect to such Foreign Lender, a loan
agreement entered into in the ordinary course of its trade or business, within
the meaning of that section; (2) the Foreign Lender is not a 10% shareholder of
the Borrower within the meaning of Code section 871(h)(3) or 881(c)(3)(B); and
(3) the Foreign Lender is not a controlled foreign corporation that is related
to the Borrower within the meaning of Code section 881(c)(3)(C); or (iv) such
other Internal Revenue Service forms as may be applicable to the Foreign Lender,
including Forms W-8 IMY or W-8 EXP.  Each such Foreign Lender shall
deliver to the Borrower and the Administrative Agent such forms on or before the
date that it becomes a party to this Agreement (or in the case of a Participant,
on or before the date such Participant purchases the related
participation).  In addition, each such Foreign Lender shall deliver
such forms promptly upon the obsolescence or invalidity of any form previously
delivered by such Foreign Lender.  Each such Foreign Lender shall
promptly notify the Borrower and the Administrative Agent at any time that it
determines that it is no longer in a position to provide any previously
delivered certificate to the Borrower (or any other form of certification
adopted by the Internal Revenue Service for such purpose).

     

    (f)
           If the
Administrative Agent or any Lender determines, in its sole discretion, that it
has received a refund of any Indemnified Taxes or Other Taxes as to which it has
been indemnified by the Borrower, or with respect to which the Borrower has paid
additional amounts pursuant to this Section, it shall pay to the Borrower an
amount equal to such refund (but only the extent of indemnity payments made, or
additional amounts paid, by Borrower under this Section with respect to the
Indemnified Taxes or Other Taxes giving rise to such refund), net of all out of
pocket expenses of the Administrative Agent or such Lender, as the case may be,
and without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund), provided that Borrower upon the request
of the Administrative Agent or such Lender, agrees to repay the amount paid over
to such Borrower (plus any penalties, interest or other charges imposed by the
relevant Governmental Authority) to the Administrative Agent or such Lender if
the Administrative Agent or such Lender is required to repay such refund to such
Governmental Authority.  This subsection (f) shall not be construed to
(i) require the Administrative Agent or any Lender to make available its Tax
returns (or any other information relating to its Taxes that it deems, in its
sole discretion, to be confidential) to the Borrower or any Person or (ii)
impose an obligation on the Administrative Agent or any Lender to seek a refund
of any Indemnified Taxes or Other Taxes for which it has been
indemnified by the Borrower, or with respect to which the Borrower has paid
additional amounts pursuant to this Section, unless otherwise requested by
the Borrower in writing pursuant to Section
2.20(c).


    
      
         


      

      
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    Section
2.21.        Payments
Generally; Pro Rata Treatment; Sharing of Set-offs.

     

    (a)           The
Borrower shall make each payment required to be made by it hereunder (whether of
principal, interest, fees or reimbursement of LC Disbursements, or of amounts
payable under Sections
2.18, 2.19 or 2.20, or otherwise)
prior to 12:00 noon, Atlanta, Georgia time, on the date when due, in immediately
available funds, free and clear of any defenses, rights of set-off,
counterclaim, or withholding or deduction of Indemnified or Other
Taxes.  Any amounts received after such time on any date may, in the
discretion of the Administrative Agent, be deemed to have been received on the
next succeeding Business Day for purposes of calculating interest
thereon.  All such payments shall be made to the Administrative Agent
at the Payment Office, except payments to be made directly to the Issuing Bank
or Swingline Lender as expressly provided herein and except that payments
pursuant to Sections
2.18, 2.19 and 2.20 and 10.3 shall be made
directly to the Persons entitled thereto.  The Administrative Agent
shall distribute any such payments received by it for the account of any other
Person to the appropriate recipient promptly following receipt
thereof.  If any payment hereunder shall be due on a day that is not a
Business Day, the date for payment shall be extended to the next succeeding
Business Day, and, in the case of any payment accruing interest, interest
thereon shall be made payable for the period of such extension.  All
payments hereunder shall be made in Dollars.

     

    (b)           If
at any time insufficient funds are received by and available to the
Administrative Agent to pay fully all amounts of principal, unreimbursed LC
Disbursements, interest and fees then due hereunder, such funds shall be
applied: first,
to Administrative Agent’s reasonable and documented out of pocket fees and
reimbursable expenses then due and payable pursuant to any of the Loan
Documents; second, to all
reasonable and documented out of pocket fees, reimbursable expenses of the
Lenders and all fees and reimbursable expenses of the Issuing Bank then due and
payable pursuant to any of the Loan Documents, pro rata to the Lenders and the
Issuing Bank based on their respective pro rata shares of such fees and
expenses; third, to interest
and fees then due and payable hereunder, pro rata to the Lenders based on their
respective pro rata shares of such interest and fees; fourth, to the
payment of principal of the Loans, unreimbursed LC Disbursements, Hedging
Obligations and Treasury Management Obligations then due, and to Cash
Collateralize the Letters of Credit in accordance with Section 2.22(g) in an
amount in cash equal to 105% of the LC Exposure as of such date plus any accrued and unpaid
fees thereon, in each case, ratably among the parties entitled thereto in
accordance with the amounts of principal, unreimbursed LC Disbursements, Hedging
Obligations and Treasury Management Obligations then due to such parties and the
LC Exposure of such parties.


    
      
         


      

      
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    (c)           If
any Lender shall, by exercising any right of set-off or counterclaim or
otherwise, obtain payment in respect of any principal of or interest on any of
its Loans or participations in LC Disbursements or Swingline Loans that would
result in such Lender receiving payment of a greater proportion of the aggregate
amount of its Revolving Credit Exposure, Term Loans and accrued interest and
fees thereon than the proportion received by any other Lender with respect to
its Revolving Credit Exposure or Term Loans, then the Lender receiving such
greater proportion shall purchase (for cash at face value) participations in the
Revolving Credit Exposure and Term Loans of other Lenders to the extent
necessary so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Revolving Credit Exposure and Term Loans;
provided, that
(i) if any such participations are purchased and all or any portion of the
payment giving rise thereto is recovered, such participations shall be rescinded
and the purchase price restored to the extent of such recovery, without
interest, and (ii) the provisions of this paragraph shall not be construed to
apply to any payment made by the Borrower pursuant to and in accordance with the
express terms of this Agreement or any payment obtained by a Lender as
consideration for the assignment of or sale of a participation in any of its
Revolving Credit Exposure and Term Loans to any assignee or participant, other
than to the Borrower or any Subsidiary or Affiliate thereof (as to which the
provisions of this paragraph shall apply).  The Borrower consents to
the foregoing and agrees, to the extent it may effectively do so under
applicable law, that any Lender acquiring a participation pursuant to the
foregoing arrangements may exercise against the Borrower rights of set-off and
counterclaim with respect to such participation as fully as if such Lender were
a direct creditor of the Borrower in the amount of such
participation.

     

    (d)           Unless
the Administrative Agent shall have received notice from the Borrower prior to
the date on which any payment is due to the Administrative Agent for the account
of the Lenders or the Issuing Bank hereunder that the Borrower will not make
such payment, the Administrative Agent may assume that the Borrower has made
such payment on such date in accordance herewith and may, in reliance upon such
assumption, distribute to the Lenders or the Issuing Bank, as the case may be,
the amount or amounts due.  In such event, if the Borrower has not in
fact made such payment, then each of the Lenders or the Issuing Bank, as the
case may be, severally agrees to repay to the Administrative Agent forthwith on
demand the amount so distributed to such Lender or Issuing Bank with interest
thereon, for each day from and including the date such amount is distributed to
it to but excluding the date of payment to the Administrative Agent, at the
greater of the Federal Funds Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank
compensation.

     

    (e)           If
any Lender shall fail to make any payment required to be made by it hereunder,
then the Administrative Agent may, in its discretion (notwithstanding any
contrary provision hereof), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender to satisfy such Lender’s
obligations under such Sections until all such unsatisfied obligations are fully
paid.


    
      
         


      

      
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    Section
2.22.        Letters
of Credit.

     

    (a)           During
the Availability Period, the Issuing Bank, in reliance upon the agreements of
the other Lenders pursuant to Section 2.22(d),
agrees to issue, at the request of the Borrower, Letters of Credit for the
account of the Borrower on the terms and conditions hereinafter set forth; provided, that (i)
each Letter of Credit shall expire not later than the date one year after the
date of issuance of such Letter of Credit (or in the case of any renewal or
extension thereof, one year after such renewal or extension); (ii) each Letter
of Credit shall be in a stated amount of at least $10,000, or such lesser amount
as may be agreed to in writing by the Issuing Bank; and (iii) the Borrower may
not request any Letter of Credit, if, after giving effect to such issuance (A)
the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate
Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving
Commitment Amount. Each Lender shall be
deemed to, and hereby irrevocably and unconditionally agrees to, purchase from
the Issuing Bank without recourse a participation in each Letter of Credit equal
to such Lender’s Pro Rata Share (but only to the extent of each such Lender’s
Revolving Commitment) of the aggregate amount available to be drawn under such
Letter of Credit on the date of issuance with respect to all other Letters of
Credit.  Each issuance of a Letter of Credit shall be deemed to
utilize the Revolving Commitment of each Lender by an amount equal to the amount
of such participation.

     

    (b)           To
request the issuance of a Letter of Credit (or any amendment, renewal or
extension of an outstanding Letter of Credit), the Borrower shall give the
Issuing Bank and the Administrative Agent irrevocable written notice at least
three (3) Business Days prior to the requested date of such issuance specifying
the date (which shall be a Business Day) such Letter of Credit is to be issued
(or amended, extended or renewed, as the case may be), the expiration date of
such Letter of Credit, the amount of such Letter of Credit, the name and address
of the beneficiary thereof and such other information as shall be necessary to
prepare, amend, renew or extend such Letter of Credit.  In addition to
the satisfaction of the conditions in Article III, the
issuance of such Letter of Credit (or any amendment which increases the amount
of such Letter of Credit) will be subject to the further conditions that such
Letter of Credit shall be in such form and contain such terms as the Issuing
Bank shall approve and that the Borrower shall have executed and delivered any
additional applications, agreements and instruments relating to such Letter of
Credit as the Issuing Bank shall reasonably require; provided, that in the
event of any conflict between such applications, agreements or instruments and
this Agreement, the terms of this Agreement shall control.

     

    (c)           At
least two Business Days prior to the issuance of any Letter of Credit, the
Issuing Bank will confirm with the Administrative Agent (by telephone or in
writing) that the Administrative Agent has received such notice and if not, the
Issuing Bank will provide the Administrative Agent with a copy
thereof.  Unless the Issuing Bank has received notice from the
Administrative Agent on or before the Business Day immediately preceding the
date the Issuing Bank is to issue the requested Letter of Credit (1) directing
the Issuing Bank not to issue the Letter of Credit because such issuance is not
then permitted hereunder because of the limitations set forth in Section 2.22(a) or
(2) that one or more conditions specified in Article III are not
then satisfied, then, subject to the terms and conditions hereof, the Issuing
Bank shall, on the requested date, issue such Letter of Credit in accordance
with the Issuing Bank’s usual and customary business practices.


    
      
         


      

      
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    (d)           The
Issuing Bank shall examine all documents purporting to represent a demand for
payment under a Letter of Credit promptly following its receipt
thereof.  The Issuing Bank shall notify the Borrower and the
Administrative Agent of such demand for payment and whether the Issuing Bank has
made or will make a LC Disbursement thereunder; provided, that any
failure to give or delay in giving such notice shall not relieve the Borrower of
its obligation to reimburse the Issuing Bank and the Lenders (but only to the
extent of each such Lender’s Revolving Commitment) with respect to such LC
Disbursement.  The Borrower shall be irrevocably and unconditionally
obligated to reimburse the Issuing Bank for any LC Disbursements paid by the
Issuing Bank in respect of such drawing, without presentment, demand or other
formalities of any kind.  Unless the Borrower shall have notified the
Issuing Bank and the Administrative Agent prior to 11:00 a.m. on the Business
Day immediately prior to the date on which such drawing is honored that the
Borrower intends to reimburse the Issuing Bank for the amount of such drawing in
funds other than from the proceeds of Revolving Loans, the Borrower shall be
deemed to have timely given a Notice of Revolving Borrowing to the
Administrative Agent requesting the Lenders (to the extent of each such Lender’s
Revolving Commitment) make a Base Rate Borrowing on the date on which
such drawing is honored in an exact amount due to the Issuing Bank; provided, that for
purposes solely of such Borrowing, the conditions precedent set forth in Section 3.2 hereof
shall not be applicable.  The Administrative Agent shall notify the
Lenders of such Borrowing in accordance with Section 2.3, and each
Lender shall (but only to the extent of each such Lender’s Revolving Commitment)
make the proceeds of its Base Rate Loan included in such Borrowing available to
the Administrative Agent for the account of the Issuing Bank in accordance with
Section
2.6.  The proceeds of such Borrowing shall be applied directly
by the Administrative Agent to reimburse the Issuing Bank for such LC
Disbursement.

     

    (e)           If
for any reason a Base Rate Borrowing may not be (as determined in the sole
discretion of the Administrative Agent), or is not, made in accordance with the
foregoing provisions, then each Lender (other than the Issuing Bank and only to
the extent of each such Lender’s Revolving Commitment) shall be obligated to
fund the participation that such Lender purchased pursuant to subsection (a) in
an amount equal to its Pro Rata Share of such LC Disbursement
on and as of the date which such Base Rate Borrowing should have occurred. Except as is otherwise
set forth in this Section 2.22, each
Lender’s obligation to fund its participation shall be absolute and
unconditional and shall not be affected by any circumstance, including without
limitation (i) any setoff, counterclaim, recoupment, defense or other right that
such Lender or any other Person may have against the Issuing Bank or any other
Person for any reason whatsoever, (ii) the existence of a Default or an Event of
Default or the termination of the Aggregate Revolving Commitments, (iii) any
adverse change in the condition (financial or otherwise) of the Borrower or any
of its Subsidiaries, (iv) any breach of this Agreement by the Borrower or any
other Lender, (v) any amendment, renewal or extension of any Letter of Credit or
(vi) any other circumstance, happening or event whatsoever, whether or not
similar to any of the foregoing.  On the date that such participation
is required to be funded, each applicable Lender shall promptly transfer, in
immediately available funds, the amount of its participation to the
Administrative Agent for the account of the Issuing Bank.  Whenever,
at any time after the Issuing Bank has received from any such applicable Lender
the funds for its participation in a LC Disbursement, the Issuing Bank (or the
Administrative Agent on its behalf) receives any payment on account thereof, the
Administrative Agent or the Issuing Bank, as the case may be, will distribute to
such applicable Lender its Pro Rata Share of such payment; provided, that if
such payment is required to be returned for any reason to the Borrower or to a
trustee, receiver, liquidator, custodian or similar official in any bankruptcy
proceeding, such Lender will return to the Administrative Agent or the Issuing
Bank any portion thereof previously distributed by the Administrative Agent or
the Issuing Bank to it.


    
      
         


      

      
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    (f)
           To the extent
that any applicable Lender shall fail to pay any amount required to be paid
pursuant to paragraphs (d) or (e) of this Section on the due date therefor, such
Lender shall pay interest to the Issuing Bank (through the Administrative Agent)
on such amount from such due date to the date such payment is made at a rate per
annum equal to the Federal Funds Rate; provided, that if
such Lender shall fail to make such payment to the Issuing Bank within three (3)
Business Days of such due date, then, retroactively to the due date, such Lender
shall be obligated to pay interest on such amount at the rate set forth in Section
2.13(d).

     

    (g)           If
any Event of Default shall occur and be continuing, on the Business Day that the
Borrower receives notice from the Administrative Agent or the Required Lenders
demanding the deposit of Cash Collateral pursuant to this paragraph, the
Borrower shall deposit in an account with the Administrative Agent, in the name
of the Administrative Agent and for the benefit of the Issuing Bank and the
Lenders, an amount in cash equal to 105% of the LC Exposure as of such date
plus any accrued and
unpaid fees thereon; provided, that the
obligation to deposit such Cash Collateral shall become effective immediately,
and such deposit shall become immediately due and payable, without demand or
notice of any kind, upon the occurrence of any Event of Default with respect to
the Borrower described in clause (g) or (h) of Section
8.1.  Such deposit shall be held by the Administrative Agent as
collateral for the payment and performance of the obligations of the Borrower
under this Agreement.  The Administrative Agent shall have exclusive
dominion and control, including the exclusive right of withdrawal, over such
account.  Borrower agrees to execute any documents and/or certificates
to effectuate the intent of this paragraph.  Other than any interest
earned on the investment of such deposits, which investments shall be made at
the option and sole discretion of the Administrative Agent and at the Borrower’s
risk and expense, such deposits shall not bear interest.  Interest and
profits, if any, on such investments shall accumulate in such
account.  Moneys in such account shall be applied by the
Administrative Agent to reimburse the Issuing Bank for LC Disbursements for
which it had not been reimbursed and to the extent so applied, shall be held for
the satisfaction of the reimbursement obligations of the Borrower for the LC
Exposure at such time or, if the maturity of the Loans has been accelerated,
with the consent of the Required Lenders, be applied to satisfy other
obligations of the Borrower under this Agreement and the other Loan
Documents.  If the Borrower is required to provide an amount of Cash
Collateral hereunder as a result of the occurrence of an Event of Default, such
amount (to the extent not so applied as aforesaid) shall be returned to the
Borrower within three Business Days after all Events of Default have been cured
or waived.

     

    (h)           Upon
the request of any Lender, but no more frequently than quarterly, the Issuing
Bank shall deliver (through the Administrative Agent) to each Lender and the
Borrower a report describing the aggregate Letters of Credit then outstanding.
Upon the request of any Lender from time to time, the Issuing Bank shall deliver
to such Lender any other information reasonably requested by such Lender with
respect to each Letter of Credit then outstanding.

     

    (i) 
          The Borrower’s
obligation to reimburse LC Disbursements hereunder shall be absolute,
unconditional and irrevocable and shall be performed strictly in accordance with
the terms of this Agreement under all circumstances whatsoever and irrespective
of any of the following circumstances:

     

    (i)                Any
lack of validity or enforceability of any Letter of Credit or this
Agreement;

     


    
      
         


      

      
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    (ii)               The
existence of any claim, set-off, defense or other right which the Borrower or
any Subsidiary or Affiliate of the Borrower may have at any time against a
beneficiary or any transferee of any Letter of Credit (or any Persons or
entities for whom any such beneficiary or transferee may be acting), any Lender
(including the Issuing Bank) or any other Person, whether in connection with
this Agreement or the Letter of Credit or any document related hereto or thereto
or any unrelated transaction;

     

    (iii)              Any
draft or other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect;

     

    (iv)              Payment
by the Issuing Bank under a Letter of Credit against presentation of a draft or
other document to the Issuing Bank that does not comply with the terms of such
Letter of Credit;

     

    (v)               Any
other event or circumstance whatsoever, whether or not similar to any of the
foregoing, that might, but for the provisions of this Section 2.22,
constitute a legal or equitable discharge of, or provide a right of setoff
against, the Borrower’s obligations hereunder; or

     

    (vi)              The
existence of a Default or an Event of Default.

     

    Neither
the Administrative Agent, the Issuing Bank, the Lenders nor any Related Party of
any of the foregoing shall have any liability or responsibility by reason of or
in connection with the issuance or transfer of any Letter of Credit or any
payment or failure to make any payment thereunder (irrespective of any of the
circumstances referred to above), or any error, omission, interruption, loss or
delay in transmission or delivery of any draft, notice or other communication
under or relating to any Letter of Credit (including any document required to
make a drawing thereunder), any error in interpretation of technical terms or
any consequence arising from causes beyond the control of the Issuing Bank;
provided, that
the foregoing shall not be construed to excuse the Issuing Bank from liability
to the Borrower to the extent of any actual direct damages (as opposed to
special, indirect (including claims for lost profits or other consequential
damages), or punitive damages, claims in respect of which are hereby waived by
the Borrower to the extent permitted by applicable law) suffered by the Borrower
that are caused by the Issuing Bank’s failure to exercise due care when
determining whether drafts or other documents presented under a Letter of Credit
comply with the terms thereof.  The parties hereto expressly agree,
that in the absence of gross negligence or willful misconduct on the part of the
Issuing Bank (as determined by a court of competent jurisdiction), the Issuing
Bank shall be deemed to have exercised due care in each such
determination.  In furtherance of the foregoing and without limiting
the generality thereof, the parties agree that, with respect to documents
presented that appear on their face to be in substantial compliance with the
terms of a Letter of Credit, the Issuing Bank may, in its sole discretion,
either accept and make payment upon such documents without responsibility for
further investigation, regardless of any notice or information to the contrary,
or refuse to accept and make payment upon such documents if such documents are
not in strict compliance with the terms of such Letter of
Credit.


    
      
         


      

      
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    (j)
           Unless
otherwise expressly agreed by the Issuing Bank and the Borrower when a Letter of
Credit is issued and subject to applicable laws, (i) each standby Letter of
Credit shall be governed by the “International Standby Practices 1998” (ISP98)
(or such later revision as may be published by the Institute of International
Banking Law & Practice on any date any Letter of Credit may be issued), (ii)
each documentary Letter of Credit shall be governed by the Uniform Customs and
Practices for Documentary Credits (2007 Revision), International Chamber of
Commerce Publication No. 600 (or such later revision as may be published by the
International Chamber of Commerce on any date any Letter of Credit may be
issued) and (iii) the Borrower shall specify the foregoing in each letter of
credit application submitted for the issuance of a Letter of
Credit.

     

    Section
2.23.        Increase
of Commitments; Additional Lenders.

     

    (a)           So
long as no Event of Default has occurred and is continuing, from time to time on
or after the first anniversary of the Closing Date, Borrower may, upon at least
30 days’ written notice to the Administrative Agent (who shall promptly provide
a copy of such notice to each Lender), propose to increase the Aggregate
Revolving Commitments and/or the Aggregate Term Loan Commitments by an amount
not to exceed $25,000,000 in the aggregate during the term of this Agreement
(the amount of any such increase, the “Additional Commitment
Amount”), provided,
however, that (i) the sum of the Revolving Commitment, plus the outstanding
principal balance of the Term Loans, plus all Additional
Commitment Amounts shall never exceed $130,000,000, (ii) each Additional
Commitment Amount shall be in a principal amount of not less than $5,000,000 and
(iii) each Additional Commitment Amount shall be subject to the specific use
restrictions with respect thereto that are set forth in Section 5.9 of
this Agreement.  Each Lender shall have the right for a period of 15
days following receipt of such notice, to elect by written notice to the
Borrower and the Administrative Agent to increase its Revolving Commitment
and/or its Term Loan Commitment (as the case may be) by a principal amount equal
to its Pro Rata Share of the Additional Commitment Amount allocated in the
Borrower’s request to an increase in the Aggregate Revolving Commitments and/or
Aggregate Term Loan Commitments, as applicable.  No Lender (or any
successor thereto) shall have any obligation to increase its Revolving
Commitment, its Term Loan Commitment or its other obligations under this
Agreement and the other Loan Documents, and any decision by a Lender to increase
its Revolving Commitment or its Term Loan Commitment (as the case may be) shall
be made in its sole discretion independently from any other
Lender.  If any Lender shall fail to notify the Borrower and the
Administrative Agent in writing about whether it will increase its Revolving
Commitment or its Term Loan Commitment (as the case may be) within 15 days after
receipt of such notice, such Lender shall be deemed to have declined to increase
its Revolving Commitment or its Term Loan Commitment (as the case may
be).

     

    (b)           If
any Lender shall not elect to increase its Revolving Commitment or its Term Loan
Commitment (as the case may be) pursuant to subsection (a) of this Section 2.23, the
Borrower may designate another bank or other financial institution (which may
be, but need not be, one or more of the existing Lenders) which at the time
agrees to, in the case of any such Person that is an existing Lender, increase
its Revolving Commitment or its Term Loan Commitment (as the case may be) and in
the case of any other such Person (an “Additional Lender”),
become a party to this Agreement; provided, however, that any new
bank or financial institution must be acceptable to the Administrative Agent,
which acceptance will not be unreasonably withheld or delayed.  The
sum of the increases in the Revolving Commitments and the Term Loan Commitments
of the existing Lenders pursuant to this subsection (b) plus the Revolving
Commitments and the Term Loan Commitments of the Additional Lenders shall not in
the aggregate exceed the unsubscribed amount of any applicable Additional
Commitment Amount.


    
      
         


      

      
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    (c)           An
increase in the aggregate amount of the Revolving Commitments or the Term Loan
Commitments (as the case may be) pursuant to this Section 2.23 shall
become effective upon the receipt by the Administrative Agent of a supplement or
joinder in form and substance satisfactory to the Administrative Agent executed
by the Borrower, by each Additional Lender and by each other Lender whose
Revolving Commitment or Term Loan Commitment (as the case may be) is to be
increased, setting forth the new Revolving Commitments or Term Loan Commitment
(as the case may be) of such Lenders and setting forth the agreement of each
Additional Lender to become a party to this Agreement and to be bound by all the
terms and provisions hereof, together with Notes (if requested pursuant to Section 2.10(b))
evidencing such increase in the Commitments, and such evidence of appropriate
corporate authorization on the part of the Borrower with respect to the increase
in the Revolving Commitments or the Term Loan Commitment (as the case may be)
and such opinions of counsel for the Borrower with respect to the increase in
the Revolving Commitments or the Term Loan Commitment (as the case may be) as
the Administrative Agent may reasonably request.

     

    (d)           Upon
the acceptance of any such supplement or joinder by the Administrative Agent,
the Aggregate Revolving Commitment Amount shall automatically be increased by
the amount of the Revolving Commitments added through such supplement or joinder
and Schedule II
shall automatically be deemed amended to reflect the Revolving Commitments of
all Lenders after giving effect to the addition of such Revolving
Commitments.  Likewise, upon the acceptance of any such supplement or
joinder by the Administrative Agent, the Term Loan Commitment Amount shall
automatically be increased by the amount of the Term Loan Commitments added
through such supplement or joinder, the Lenders will advance to Borrower such
increased amount of Term Loans added through such supplement or joinder in
accordance with Section 2.5 and Schedule II shall
automatically be deemed amended to reflect the Term Loan Commitments of all
Lenders after giving effect to the addition of such Term Loan
Commitments.

     

    (e)           Upon
any increase in the aggregate amount of the Revolving Commitments pursuant to
this Section
2.23 that is not pro rata among all Lenders, (x) within five Business
Days, in the case of any Base Rate Loans then outstanding, and at the end of the
then current Interest Period with respect thereto, in the case of any Eurodollar
Loans and any LIBOR Index Rate Loans then outstanding, the Borrower shall prepay
such Loans in their entirety and, to the extent the Borrower elects to do so and
subject to the conditions specified in Article III, the
Borrower shall reborrow Loans from the Lenders in proportion to their respective
Revolving Commitments after giving effect to such increase, until such time as
all outstanding Loans are held by the Lenders in proportion to their respective
Commitments after giving effect to such increase and (y) effective upon such
increase, the amount of the participations held by each Lender in each Letter of
Credit then outstanding shall be adjusted automatically such that, after giving
effect to such adjustments, the Lenders shall hold participations in each such
Letter of Credit in proportion to their respective Revolving
Commitments.


    
      
         


      

      
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    (f) 
          The Borrower
unconditionally promises to pay to the Administrative Agent for the account of
each Lender the then unpaid principal amount of each Additional Commitment
Amount comprised of an increase in the Term Loan Commitment of each such Lender
in fully-amortizing, quarterly installments, computed from the date of any such
Additional Commitment Amount through the Maturity Date (the exact amounts of
which, absent manifest error, shall be determined by the Administrative Agent in
its sole discretion), on the dates set forth in Section 2.9(c) of
this Agreement, and in addition to the amounts more specifically set forth in
Section 2.9(c)
of this Agreement, provided,
that the initial amount of any such principal payment shall be due and
payable at the end of the first (1st) Fiscal
Quarter immediately succeeding the date of any such Additional Commitment
Amount, to be calculated on a pro-rated basis for the number of days remaining
in such initial Fiscal Quarter (based upon a fully-amortizing computation
through the Maturity Date).

     

    Section
2.24.        Mitigation
of Obligations. If any Lender requests
compensation under Section 2.18, or if
the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.20, then
such Lender shall use reasonable efforts to designate a different lending office
for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if, in
the sole judgment of such Lender, such designation or assignment (i) would
eliminate or reduce amounts payable under Section 2.18 or Section 2.20, as the
case may be, in the future and (ii) would not subject such Lender to any
unreimbursed out of pocket cost or expense and would not otherwise be materially
disadvantageous to such Lender.  The Borrower hereby agrees to pay all
reasonable and documented out of pocket costs and expenses incurred by any
Lender in connection with such designation or assignment.

     

    Section
2.25.        Replacement
of Lenders.  If any Lender requests compensation under Section 2.18, or if
the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority of the account of any Lender pursuant to Section 2.20, or if
any Lender is a Defaulting Lender, then the Borrower may, at its sole expense
and effort, upon notice to such Lender and the Administrative Agent, require
such Lender to assign and delegate, without recourse (in accordance with and
subject to the restrictions set forth in Section 10.4(b)) all
its interests, rights and obligations under this Agreement to an assignee that
shall assume such obligations (which assignee may be another Lender); provided, that (i)
the Borrower shall have received the prior written consent of the Administrative
Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall
have received payment of an amount equal to the outstanding principal amount of
all Loans owed to it, accrued interest thereon, accrued fees and all other
amounts payable to it hereunder, from the assignee (in the case of such
outstanding principal and accrued interest) and from the Borrower (in the case
of all other amounts) and (iii) in the case of a claim for compensation under
Section 2.18 or
payments required to be made pursuant to Section 2.20, such
assignment will result in a reduction in such compensation or
payments.  A Lender shall not be required to make any such assignment
and delegation if, prior thereto, as a result of a waiver by such Lender or
otherwise, the circumstances entitling the Borrower to require such assignment
and delegation cease to apply, and the Borrower shall not have previously paid
any amounts to such Lender under such Sections.

     

    Section
2.26.        Cash
Collateralization of Defaulting Lender Commitment.  If a Lender
becomes, and during the period it remains, a Defaulting Lender, the following
provisions shall apply with respect to any outstanding LC Exposure and Swingline
Exposure of such Defaulting Lender:


    
      
         


      

      
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    (a)           the
Issuing Bank and the Swingline Lender are each hereby authorized by the Borrower
(which authorization is irrevocable and coupled with an interest) to give, in
its discretion, through the Administrative Agent, Notices of Revolving Borrowing
pursuant to Section
2.3 in such amounts and in such times as may be required to reimburse an
outstanding LC Disbursement or Swingline Loan, as applicable;

     

    (b)           the
Borrower will, not later than three (3) Business Days after demand by the
Administrative Agent (at the direction of the Issuing Bank or the Swingline
Lender, as applicable), (a) Cash Collateralize a portion of the obligations of
the Borrower to the Issuing Bank or the Swingline Lender, as applicable equal to
such Defaulting Lender’s LC Exposure or Swingline Exposure, as applicable, or
(b) make other arrangements satisfactory to the Administrative Agent, the
Issuing Bank and the Swingline Lender, as applicable, in their sole discretion
to protect them against the risk of non-payment by such Defaulting Lender; provided that no such
Cash Collateralization will constitute a waiver or release of any claim the
Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lender or
any other Lender may have against such Defaulting Lender, or cause such
Defaulting Lender to be a Non-Defaulting Lender;

     

    (c)           any
amount paid by the Borrower for the account of a Defaulting Lender under this
Agreement (whether on account of principal, interest, fees, indemnity payments
or other amounts) will not be paid or distributed to such Defaulting Lender, but
will instead be retained by the Administrative Agent in a segregated
non-interest bearing account until the termination of the Commitments at which
time the funds in such account will be applied by the Administrative Agent, to
the fullest extent permitted by law, in the following order of
priority:  first to the payment
of any amounts owing by such Defaulting Lender to the Administrative Agent under
this Agreement, second to the payment
of any amounts owing by such Defaulting Lender to the Swingline Lender under
this Agreement, third to the payment
of any amounts owing by such Defaulting Lender to the Issuing Bank under this
Agreement, fourth to the payment
of post-default interest and then current interest due and payable to the
Lenders hereunder other than Defaulting Lenders, ratably among them in
accordance with the amounts of such interest then due and payable to them, fifth to the payment
of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably
among them in accordance with the amounts of such fees then due and payable to
them, sixth to
pay principal and unreimbursed LC Disbursements then due and payable to the
Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof
then due and payable to them, seventh to the
ratable payment of other amounts then due and payable to the Non-Defaulting
Lenders, and eighth to pay amounts
owing under this Agreement to such Defaulting Lender or as a court of competent
jurisdiction may otherwise direct.

     

    ARTICLE
III

     

    CONDITIONS PRECEDENT TO
LOANS AND LETTERS OF CREDIT

     

    Section
3.1.          Conditions
To Effectiveness.  The obligations of the Lenders (including
the Swingline Lender) to make Loans and the obligation of the Issuing Bank to
issue any Letter of Credit hereunder shall not become effective until the date
on which each of the following conditions is satisfied (or waived in accordance
with Section
10.2).


    
      
         


      

      
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    (a)           The
Administrative Agent shall have received all fees and other amounts due and
payable on or prior to the Closing Date, including reimbursement or payment of
all reasonable and documented out-of-pocket expenses (including reasonable and
documented fees, charges and disbursements of counsel to the Administrative
Agent) required to be reimbursed or paid by the Borrower hereunder, under any
other Loan Document and under any agreement with the Administrative Agent or
SunTrust Robinson Humphrey, Inc., as Lead Arranger.

     

    (b)           The
Administrative Agent (or its counsel) shall have received the following, each to
be in form and substance satisfactory to the Administrative Agent:

     

    (i)           a
counterpart of this Agreement signed by or on behalf of each party hereto or
written evidence satisfactory to the Administrative Agent (which may include
telecopy transmission of a signed signature page of this Agreement) that such
party has signed a counterpart of this Agreement;

     

    (ii)        
 duly executed Notes payable to such Lenders that are requesting the
same;

     

    (iii)         the
Subsidiary Guaranty Agreement duly executed by each Domestic Subsidiary (other
than Quickstream Software, Inc.);

     

    (iv)        duly
executed Collateral Documents executed by the applicable Loan
Parties;

     

    (v)          (1)
the Existing EasyLink Facility Payoff Letter, duly executed by the Existing
EasyLink Agent, together with (a) UCC-3 or other appropriate termination
statements, in form and substance satisfactory to Administrative Agent,
releasing all liens of the Existing EasyLink Agent, upon any of the personal
property of the Borrower and its Subsidiaries, (b) delivery to the
Administrative Agent of all original possessory Collateral held by the Existing
EasyLink Agent, and (c) any other releases, terminations or other documents
reasonably required by the Administrative Agent to evidence the release of Liens
securing obligations owing under the Existing EasyLink Credit Agreement; and (2)
the Existing Xpedite Facility Paydown Letter, duly executed by the Existing
Xpedite Agent, together with (a) UCC-3 or other appropriate termination
statements, in form and substance satisfactory to Administrative Agent,
releasing all liens of the Existing Xpedite Agent, upon any of the personal
property of the Xpedite Acquired Companies, (b) cancellations and releases, in
form and substance satisfactory to the Administrative Agent, releasing all liens
of the Existing Xpedite Agent, upon any of the real property of Xpedite Systems
and its Subsidiaries, (c) delivery to the Administrative Agent of all original
possessory Collateral held by the Existing Xpedite Agent, and (d) any other
releases, terminations or other documents reasonably required by the
Administrative Agent to evidence the release of Liens on property of the Xpedite
Acquired Companies securing obligations owing under the Existing Xpedite Credit
Agreement;


    
      
         


      

      
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    (vi)         a
certificate of the Secretary or Assistant Secretary of each Loan Party in the
form of Exhibit
3.1(b)(vi), attaching and certifying copies of its bylaws and of the
resolutions of its board of directors, or partnership agreement or limited
liability company agreement, or comparable organizational documents and
authorizations, authorizing the execution, delivery and performance of the Loan
Documents to which it is a party and certifying the name, title and true
signature of each officer of such Loan Party executing the Loan Documents to
which it is a party;

     

    (vii) 
      certified copies of the articles or
certificate of incorporation, certificate of organization or limited
partnership, or other registered organizational documents of each Loan Party,
together with certificates of good standing or existence, as may be available
from the Secretary of State of the jurisdiction of organization of such Loan
Party and each other jurisdiction where such Loan Party is required to be
qualified to do business as a foreign corporation;

     

    (viii)       a
favorable written opinion of Troutman Sanders, LLP, counsel to the Loan Parties,
addressed to the Administrative Agent, the Issuing Bank and each of the Lenders
(including the Swingline Lender), and covering such matters relating to the Loan
Parties, the Loan Documents and the transactions contemplated therein as the
Administrative Agent or the Required Lenders shall reasonably
request;

     

    (ix)         a
certificate in the form of Exhibit 3.1(b)(ix),
dated the Closing Date and signed by a Responsible Officer, certifying that
after giving effect to the Purchase Transaction and the funding of the Term Loan
and any initial Revolving Loan, (x) no Default or Event of Default exists, (y)
all representations and warranties of each Loan Party set forth in the Loan
Documents are true and correct and (z) since the date of the financial
statements of the Borrower described in Section 4.4, there
shall have been no change which has had or could reasonably be expected to have
a Material Adverse Effect;

     

    (x)          a
duly executed Notice of Revolving Borrowing and/or Notice of Term Loan
Borrowing, as applicable;

     

    (xi)         a
duly executed funds disbursement agreement, together with a report setting forth
the sources and uses of the proceeds hereof;

     

    (xii)        certified
copies of all material consents, approvals, authorizations, registrations and
filings and orders required or advisable to be made or obtained under any
Requirement of Law, or by any Contractual Obligation of each Loan Party, in
connection with the execution, delivery, performance, validity and
enforceability of the Loan Documents, the Purchase Transaction or any of the
transactions contemplated thereby, and such material consents, approvals,
authorizations, registrations, filings and orders shall be in full force and
effect and all applicable waiting periods shall have expired, and no
investigation or inquiry by any governmental authority regarding the Commitments
or any transaction being financed with the proceeds thereof shall be
ongoing;


    
      
         


      

      
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    (xiii)       a
duly completed and executed certificate of the type described in Section 5.1(c)
reflecting compliance with the financial covenant set forth in Section 6.3 hereof as
of the Closing Date, and including such supporting information and calculations
as the Administrative Agent deems to be satisfactory in its sole
discretion;

     

    (xiv)       a
certificate, dated the Closing Date and signed by the chief financial officer of
the Borrower, confirming that (a) the Borrower is Solvent before and after
giving effect to the funding of the initial Borrowing and the consummation of
the transactions contemplated to occur on the Closing Date and (b) the Loan
Parties, taken as a whole on a consolidated basis, are Solvent before and after
giving effect to the funding of the initial Borrowing and the consummation of
the transactions contemplated to occur on the Closing Date;

     

    (xv)        a
certificate, dated the Closing Date and signed by the chief financial officer of
the Borrower, confirming that the Xpedite Business has, as of the last day of
the twelve (12) month period ending June 30, 2010, Consolidated Adjusted EBITDA
(determined in a manner consistent with the practice of the Xpedite Business
immediately prior to the Closing Date) of not less than
$30,000,000;

     

    (xvi)       certified
copies of all agreements, indentures or notes governing the terms of any
Material Indebtedness and all other material agreements, documents and
instruments to which any Loan Party or any of its assets are bound;

     

    (xvii)      certificates
of insurance issued on behalf of insurers of the Borrower and all Guarantors,
describing in reasonable detail the types and amounts of insurance (property and
liability) maintained by the Borrower and all Guarantors, naming the
Administrative Agent as loss payee and additional insured;

     

    (xviii)     executed
copies of the Purchase Transaction Documents, which shall demonstrate a purchase
price of not greater than $105,000,000 (excluding the Working Capital
Adjustment);

     

    (xix)        searches
of Uniform Commercial Code filings in the jurisdiction of the chief executive
office and State of organization of Borrower and Xpedite Systems and each of
their respective Domestic Subsidiaries and each jurisdiction where any
Collateral is located or where a filing would need to be made in order to
perfect the Administrative Agent’s security interest in the Collateral for the
benefit of the Lenders, copies of the financing statements on file in such
jurisdictions and evidence that no Liens exist other than Permitted
Encumbrances;

     

    (xx)         duly
authorized UCC financing statements for each appropriate jurisdiction as is
necessary, in the Administrative Agent’s sole discretion, to perfect the
Administrative Agent’s security interest in the Collateral for the benefit of
the Lenders;

     

    (xxi)        searches
of ownership of, and Liens on, Intellectual Property of Borrower and Xpedite
Systems and each of their respective Domestic Subsidiaries in the appropriate
governmental offices;


    
      
         


      

      
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    (xxii)       all
instruments and chattel paper in the possession of the Borrower or any
Subsidiary Loan Party, together with allonges or assignments as may be necessary
or appropriate to perfect the Administrative Agent’s security interest in the
Collateral for the benefit of the Lenders;

     

    (xxiii)      receipt
and satisfactory review by Administrative Agent of a due diligence report
conducted by FTI Consulting, Inc. on the Xpedite Business;

     

    (xxiv)     receipt
and satisfactory review by Administrative Agent of the audited consolidated
financial statements of the Borrower and its Subsidiaries as of July 31, 2009,
prepared by Friedman LLP, including balance sheets, income and cash flow
statements, and such other financial information as the Administrative Agent may
request;

     

    (xxv)      receipt
and satisfactory review by Administrative Agent of the consolidated internally
prepared financial statements of Borrower and its Subsidiaries for the Fiscal
Year ending July 31, 2010, including balance sheets, income and cash flow
statements, financial projections and such other financial information as the
Administrative Agent may request, certified by a Responsible
Officer;

     

    (xxvi)     receipt
and satisfactory review by Administrative Agent of the audited carve-out
consolidated financial statements of the Xpedite Business for the Fiscal Years
ending December 31, 2008 and December 31, 2009, prepared by Ernst & Young,
including balance sheets, income and cash flow statements for such Fiscal Years
then ended;

     

    (xxvii)    receipt
and satisfactory review by Administrative Agent of the internally-prepared
carve-out consolidated financial statements of the Xpedite Business as of June
30, 2010, and the related balance sheets, income and cash flow statements for
the Fiscal Quarter and year-to-date period then ending; and

     

    (xxviii)   a
duly executed Escrow Agreement and written confirmation by all parties thereto
that all conditions to breaking the escrow arrangement thereunder, other than
funding of the Term Loan and any initial Revolving Loan, have been
met.

     

    Without
limiting the generality of the provisions of Section 3.1, for
purposes of determining compliance with the conditions specified in this Section 3.1, each
Lender that has signed this Credit Agreement shall be deemed to have consented
to, approved or accepted or to be satisfied with, each document or other matter
required thereunder to be consented to or approved by or acceptable or
satisfactory to a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the proposed Closing Date specifying its
objection thereto.

     

    Section
3.2.          Each
Credit Event.  The obligation of each Lender to make a Loan on
the occasion of any Borrowing and of the Issuing Bank to issue, amend, renew or
extend any Letter of Credit is subject to the satisfaction of the following
conditions:

     

    (a)           at
the time of and immediately after giving effect to such Borrowing or the
issuance, amendment, renewal or extension of such Letter of Credit, as
applicable, no Default or Event of Default shall exist;


    
      
         


      

      
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    (b)           at
the time of and immediately after giving effect to such Borrowing or the
issuance, amendment, renewal or extension of such Letter of Credit, as
applicable, all representations and warranties of each Loan Party set forth in
the Loan Documents shall be true and correct on and as of the date of such
Borrowing or the date of issuance, amendment, extension or renewal of such
Letter of Credit, in each case before and after giving effect
thereto;

     

    (c)           since
the date of the financial statements of the Borrower described in Section 4.4, there
shall have been no change which has had or could reasonably be expected to have
a Material Adverse Effect; and

     

    (d)           the
Borrower shall have delivered the required Notice of Revolving Borrowing, Notice
of Swingline Borrowing and/or Notice of Term Loan Borrowing, as
applicable.

     

    Each
Borrowing and each issuance, amendment, extension or renewal of any Letter of
Credit shall be deemed to constitute a representation and warranty by the
Borrower on the date thereof as to the matters specified in paragraphs (a), (b)
and (c) of this Section
3.2.

     

    In
addition to the other conditions precedent herein set forth, if any Lender is a
Defaulting Lender at the time of and immediately after giving effect to such
Borrowing or the issuance, amendment, renewal or extension of such Letter of
Credit, as applicable, (i) the Issuing Bank will not be required to issue any
Letter of Credit or to extend, renew or amend any outstanding Letter of Credit,
unless the Issuing Bank is satisfied that any exposure that would result
therefrom is fully covered or eliminated by the Borrower Cash Collateralizing
the obligations of the Borrower in respect of such Letter of Credit in an amount
at least equal to the aggregate amount of the obligations (contingent or
otherwise) of such Defaulting Lender in respect of such Letter of Credit, or
makes other arrangements satisfactory to the Administrative Agent and the
Issuing Bank in their sole discretion to Swingline Lender will not be required
to make Swingline Loans or to extend, renew or amend any outstanding Swingline
Loan, unless the Swingline Lender is satisfied that any exposure that would
result therefrom is fully covered or eliminated by the Borrower Cash
Collateralizing the obligations of the Borrower in respect of such Swingline
Loan in an amount at least equal to the aggregate amount of the obligations
(contingent or otherwise) of such Defaulting Lender in respect of such Swingline
Loan, or makes other arrangements satisfactory to the Administrative Agent and
the Swingline Lender in their sole discretion to protect them against the risk
of non-payment by such Defaulting Lender; provided that, in
either case, no such Cash Collateralization will constitute a waiver or release
of any claim the Borrower, the Administrative Agent, the Issuing Bank, the
Swingline Lender or any other Lender may have against such Defaulting Lender, or
cause such Defaulting Lender to be a Non-Defaulting Lender.

     

    Section
3.3.          Delivery
of Documents.  All of the Loan Documents, certificates, legal
opinions and other documents and papers referred to in this Article III, unless
otherwise specified, shall be delivered to the Administrative Agent for the
account of each of the Lenders and in sufficient counterparts or copies for each
of the Lenders and shall be in form and substance satisfactory in all respects
to the Administrative Agent.


    
      
         


      

      
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    Section
3.4.          Termination
of Existing EasyLink Credit
Facility.  The Existing EasyLink Credit Agreement (other than
those provisions that by their terms survive termination of the Existing
EasyLink Credit Agreement) and all commitments of the lenders thereunder to fund
additional advances shall terminate in accordance with and pursuant to the terms
and conditions of the Existing EasyLink Payoff Letter.

     

    ARTICLE
IV

     

    REPRESENTATIONS AND
WARRANTIES

     

    The
Borrower represents and warrants to the Administrative Agent and each Lender as
follows:

     

    Section
4.1.          Existence;
Power.  The Borrower and each of its Subsidiaries (i) is duly
organized, validly existing and in good standing as a corporation, partnership
or limited liability company under the laws of the jurisdiction of its
organization, (ii) has all requisite power and authority to carry on its
business as now conducted, and (iii) is duly qualified to do business, and
is in good standing, in each jurisdiction where such qualification is required,
except where a failure to be so qualified could not reasonably be expected to
result in a Material Adverse Effect.

     

    Section
4.2.          Organizational
Power; Authorization.  The execution, delivery and performance
by each Loan Party of the Loan Documents to which it is a party are within such
Loan Party’s organizational powers and have been duly authorized by all
necessary organizational, and if required, shareholder, partner or member,
action. This Agreement has been duly executed and delivered by the Borrower,
and constitutes,
and each other Loan Document to which any Loan Party is a party, when executed
and delivered by such Loan Party, will constitute, valid and binding obligations
of the Borrower or such Loan Party (as the case may be), enforceable against it
in accordance with their respective terms, except as may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws
affecting the enforcement of creditors’ rights generally and by general
principles of equity.

     

    Section
4.3.          Governmental
Approvals; No Conflicts.  The execution, delivery and
performance by the Borrower of this Agreement, and by each Loan Party of the
other Loan Documents and the Purchase Transaction Documents to which it is a
party (a) do not require any consent or approval of, registration or filing
with, or any action by, any Governmental Authority, except those as have been
obtained or made and are in full force and effect, (b) will not violate any
Requirements of Law applicable to the Borrower or any of its Subsidiaries or any
judgment, order or ruling of any Governmental Authority, (c) except as set forth
on Schedule
4.3, will not violate or result in a default under any material
indenture, agreement or other instrument binding on the Borrower or any of its
Subsidiaries or any of its assets or give rise to a right thereunder to require
any payment to be made by the Borrower or any of its Subsidiaries and (d) will
not result in the creation or imposition of any Lien on any asset of the
Borrower or any of its Subsidiaries, except Liens (if any) created under the
Loan Documents.


    
      
         


      

      
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    Section
4.4.          Financial
Statements.  The financial statements furnished by Borrower to
the Administrative Agent pursuant to Sections 3.1(b)(xxiv),
(xxv), (xxvi), and (xxvii) fairly present the consolidated financial
condition of the Borrower and its Subsidiaries and, to Borrower’s knowledge, the
carve-out consolidated financial position of the Xpedite Business, as
applicable, as of such dates and the consolidated results of operations for such
periods in conformity with GAAP consistently applied, subject to year end audit
adjustments and the absence of footnotes in the case of the statements referred
to in Sections
3.1(b)(xxv) and (xxvi).  Since July 31, 2009, there have been
no changes with respect to the Borrower and its Subsidiaries which have had or
could reasonably be expected to have, singly or in the aggregate, a Material
Adverse Effect, and, to Borrower’s knowledge, since December 31, 2009, there
have been no changes with respect to the Xpedite Acquired Companies which have
had or could reasonably be expected
to have, singly or in the aggregate, a Material Adverse Effect.

     

    Section
4.5.           Litigation
and Environmental Matters.

     

    (a)           Except
for the matters set forth on Schedule 4.5(a), no
litigation, investigation or proceeding of or before any arbitrators or
Governmental Authorities is pending against or, to the knowledge of the
Borrower, threatened in writing against or affecting the Borrower or any of its
Subsidiaries (i) as to which there is a reasonable possibility of an adverse
determination that could reasonably be expected to have, either individually or
in the aggregate, a Material Adverse Effect or (ii) which in any manner draws
into question the validity or enforceability of this Agreement or any other Loan
Document.

     

    (b)           Except
for the matters set forth on Schedule 4.5(b),
neither the Borrower nor any of its Subsidiaries (i) has failed to comply with
any Environmental Law or to obtain, maintain or comply with any permit, license
or other approval required under any Environmental Law, which failure could
reasonably be expected to result in a Material Adverse Effect, (ii) has become
subject to any Environmental Liability which could reasonably be expected to
result in a Material Adverse Effect or (iii) has received notice of any claim
with respect to any Environmental Liability which could reasonably be expected
to result in a Material Adverse Effect.

     

    Section
4.6.          Compliance
with Laws and Agreements.  Except as set forth on Schedule 4.6, the
Borrower and each Subsidiary is in compliance with (a) all Requirements of Law
and all judgments, decrees and orders of any Governmental Authority and (b) all
indentures, agreements or other instruments binding upon it or its properties,
except where non-compliance, either singly or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.

     

    Section
4.7.          Investment
Company Act, Etc.  Neither the Borrower nor any of its
Subsidiaries is (a) an “investment company” or is “controlled” by an “investment
company”, as such terms are defined in, or subject to regulation under, the
Investment Company Act of 1940, as amended, or (b) otherwise subject to any
other regulatory scheme limiting its ability to incur debt or requiring any
approval or consent from or registration or filing with, any Governmental
Authority in connection therewith.

     

    Section
4.8.          Taxes.  The
Borrower and its Subsidiaries have timely filed or caused to be filed all
Federal income tax returns and all other material tax returns that are required
to be filed by them, and have paid all material taxes shown to be due and
payable on such returns or on any material assessments made against it or its
property and all other taxes, fees or other charges imposed on it or any of its
property by any Governmental Authority, except where the same are currently
being contested in good faith by appropriate proceedings and for which the
Borrower or such Subsidiary, as the case may be, has set aside on its books
adequate reserves in accordance with GAAP.  The charges, accruals and
reserves on the books of the Borrower and its Subsidiaries in respect of such
Taxes are adequate and have been determined in accordance with
GAAP.


    
      
         


      

      
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    Section
4.9.          Margin
Regulations.  None of the proceeds of any of the Loans or
Letters of Credit will be used, directly or indirectly, for “purchasing” or
“carrying” any “margin stock” with the respective meanings of each of such terms
under Regulation U or for any purpose that violates the provisions of the
Regulation T, U or X.  Neither the Borrower nor its Subsidiaries is
engaged principally, or as one of its important activities, in the business of
extending credit for the purpose of purchasing or carrying “margin
stock.”

     

    Section
4.10.        ERISA.  No
ERISA Event has occurred or is reasonably expected to occur that, when taken
together with all other such ERISA Events for which liability is reasonably
expected to occur, could reasonably be expected to result in a Material Adverse
Effect.  The present value of all accumulated benefit obligations
under each Plan (based on the assumptions used for purposes of Statement of
Financial Standards No. 87) did not, as of the date of the most recent financial
statements reflecting such amounts, exceed the fair market value of the assets
of such Plan, and the present value of all accumulated benefit obligations of
all underfunded Plans (based on the assumptions used for purposes of Statement
of Financial Standards No. 87) did not, as of the date of the most recent
financial statements reflecting such amounts, exceed the fair market value of
the assets of all such underfunded Plans.

     

    Section
4.11.        Ownership
of Property.

     

    (a)           Except
as set forth on Schedule 4.11, each
of the Borrower and its Subsidiaries has good title to, or valid leasehold
interests in, all of its real and personal property material to the operation of
its business, including all such properties reflected in the most recent audited
consolidated balance sheet of the Borrower referred to in Section 4.4 or
purported to have been acquired by the Borrower or any Subsidiary after said
date (except as sold or otherwise disposed of in the ordinary course of
business), in each case free and clear of Liens prohibited by this
Agreement.  All leases that individually or in the aggregate are
material to the business or operations of the Borrower and its Subsidiaries are
valid and subsisting and are in full force.

     

    (b)           Each
of the Borrower and its Subsidiaries owns, or is licensed, or otherwise has the
right, to use, all patents, trademarks, service marks, trade names, copyrights
and other intellectual property material to its business, and the use thereof by
the Borrower and its Subsidiaries does not infringe in any material respect on
the rights of any other Person.

     

    (c)           The
properties of the Borrower and its Subsidiaries are insured with financially
sound and reputable insurance companies which are not Affiliates of the
Borrower, in such amounts with such deductibles and covering such risks as are
customarily carried by companies engaged in similar businesses and owning
similar properties in localities where the Borrower or any applicable Subsidiary
operates.


    
      
         


      

      
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    Section
4.12.        Disclosure.  The
Borrower has disclosed to the Lenders all agreements, instruments, and corporate
or other restrictions to which the Borrower or any of its Subsidiaries is
subject, and all other matters known to any of them, that, individually or in
the aggregate, could reasonably be expected to result in a Material Adverse
Effect.  Neither the Information Memorandum nor any of the reports
(including without limitation all reports that the Borrower is required to file
with the Securities and Exchange Commission), financial statements, certificates
or other information furnished by or on behalf of the Borrower to the
Administrative Agent or any Lender in connection with the negotiation or
syndication of this Agreement or any other Loan Document or delivered hereunder
or thereunder (as modified or supplemented by any other information so
furnished) contains any material misstatement of fact or omits to state any
material fact necessary to make the statements therein, taken as a whole, in
light of the circumstances under which they were made, not misleading; provided,
that with respect to projected financial information, the Borrower represents
only that such information was prepared in good faith based upon assumptions
believed to be reasonable at the time.

     

    Section
4.13.        Labor
Relations.  There are no strikes, lockouts or other material
labor disputes or grievances against the Borrower or any of its Subsidiaries,
or, to the Borrower’s knowledge, threatened against or affecting the Borrower or
any of its Subsidiaries, and no significant unfair labor practice, charges or
grievances are pending against the Borrower or any of its Subsidiaries, or to
the Borrower’s knowledge, threatened against any of them before any Governmental
Authority.  All payments due from the Borrower or any of its
Subsidiaries pursuant to the provisions of any collective bargaining agreement
have been paid or accrued as a liability on the books of the Borrower or any
such Subsidiary, except where the failure to do so could not reasonably be
expected to have a Material Adverse Effect.

     

    Section
4.14.        Subsidiaries.  Schedule 4.14 sets
forth the name of, the ownership interest of the Borrower in, the jurisdiction
of incorporation or organization of, and the type of, each Subsidiary and
identifies each Subsidiary that is a Subsidiary Loan Party, in each case as of
the Closing Date.

     

    Section
4.15.        Solvency.  After
giving effect to the execution and delivery of the Loan Documents and the
Purchase Transaction Documents, the making of the Loans under this Agreement and
the consummation of the transactions contemplated by the Purchase Transaction
Documents, (a) the Borrower is Solvent and (b) the Borrower and its
Subsidiaries, taken as a whole on a consolidated basis, are
Solvent.

     

    Section
4.16.        Minimum
Adjusted Consolidated EBITDA of Xpedite Business.  The Xpedite
Business has, as of the last day of the twelve (12) month period ending June 30,
2010, Consolidated Adjusted EBITDA (determined in a manner consistent with the
practice of the Xpedite Business immediately prior to the Closing Date) of not
less than $30,000,000.

     

    Section
4.17.        OFAC.  None
of the Borrower, any Subsidiary of the Borrower or any Affiliate of the Borrower
or any Guarantor (i) is a Sanctioned Person, (ii) has more than 15% of its
assets in Sanctioned Countries, or (iii) derives more than 15% of its operating
income from investments in, or transactions with Sanctioned Persons or
Sanctioned Countries.  No part of the proceeds of any Loans hereunder
will be used directly or indirectly to fund any operations in, finance any
investments or activities in or make any payments to, a Sanctioned Person or a
Sanctioned Country or for any payments to any governmental official or employee,
political party, official of a political party, candidate for political office,
or anyone else acting in an official capacity, in order to obtain, retain or
direct business or obtain any improper advantage, in violation of the United
States Foreign Corrupt Practices Act of 1977, as amended.


    
      
         


      

      
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    Section
4.18.        Patriot
Act.  Neither any Credit Party nor any of its Subsidiaries is
an “enemy” or an “ally of the enemy” within the meaning of Section 2 of the
Trading with the Enemy Act of the United States of America (50 U.S.C. App. §§ 1
et seq.), as amended or any enabling legislation or executive order relating
thereto.  Neither any Credit Party nor any or its Subsidiaries is in
violation of (a) the Trading with the Enemy Act, as amended, (b) any of the
foreign assets control regulations of the United States Treasury Department (31
CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive
order relating thereto or (c) the Patriot Act.  None of the Credit
Parties (i) is a blocked person described in section 1 of the Anti-Terrorism
Order or (ii) to the best of its knowledge, engages in any dealings or
transactions, or is otherwise associated, with any such blocked
person.

     

    ARTICLE
V

     

    AFFIRMATIVE
COVENANTS

     

    The
Borrower covenants and agrees that so long as any Lender has a Commitment
hereunder or any Obligation (other than in respect of indemnity obligations that
survive termination of this Agreement and in respect of Letters of Credit for
which cash collateral has been provided) remains unpaid or
outstanding:

     

    Section
5.1.           Financial
Statements and Other Information.  The Borrower will deliver to
the Administrative Agent and each Lender:

     

    (a)           as
soon as available and in any event within 90 days after the end of each Fiscal
Year of Borrower, a copy of the annual audited report for such Fiscal Year for
the Borrower and its Subsidiaries, containing a consolidated balance sheet of
the Borrower and its Subsidiaries as of the end of such Fiscal Year and the
related consolidated statements of operations, stockholders’ equity and cash
flows (together with all footnotes thereto) of the Borrower and its Subsidiaries
for such Fiscal Year, setting forth in each case in comparative form the figures
for the previous Fiscal Year, all in reasonable detail and reported on by
Friedman LLP or other independent public accountants of nationally recognized
standing (without a “going concern” or like qualification, exception or
explanation and without any qualification or exception as to scope of such
audit) to the effect that such financial statements present fairly in all
material respects the financial condition and the results of operations of the
Borrower and its Subsidiaries for such Fiscal Year on a consolidated and
consolidating basis in accordance with GAAP and that the examination by such
accountants in connection with such consolidated financial statements has been
made in accordance with generally accepted auditing standards;

     

    (b)           as
soon as available and in any event within 45 days after the end of each Fiscal
Quarter of the Borrower, an unaudited consolidated balance sheet of the Borrower
and its Subsidiaries as of the end of such Fiscal Quarter and the related
unaudited consolidated statements of operations and cash flows of the Borrower
and its Subsidiaries for such Fiscal Quarter and the then elapsed portion of
such Fiscal Year, setting forth in each case in comparative form the figures for
the corresponding quarter and the corresponding portion of Borrower’s previous
Fiscal Year;


    
      
         


      

      
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    (c)           concurrently
with the delivery of the financial statements referred to in clauses (a) and (b)
above, a Compliance Certificate signed by the principal executive officer or the
principal financial officer of the Borrower (i) certifying as to whether there
exists a Default or Event of Default on the date of such certificate, and if a
Default or an Event of Default then exists, specifying the details thereof and
the action which the Borrower has taken or proposes to take with respect
thereto, (ii) setting forth in reasonable detail calculations demonstrating
compliance with the financial covenants set forth in Article VI, (iii)
with respect to the financial statements referred to in clause (a) above,
setting forth in reasonable detail calculations demonstrating the Borrower’s
Excess Cash Flow as of the end of the applicable Fiscal Year, (iv) specifying
any change in the identity of the Subsidiaries as of the end of such Fiscal Year
or Fiscal Quarter from the Subsidiaries identified to the Lenders on the Closing
Date or as of the most recent Fiscal Year or Fiscal Quarter, as the case may be,
and (v) certifying that the consolidated financial statements of the Borrower
and its Subsidiaries attached to such Compliance Certificate for the Fiscal
Quarter or Fiscal Year, as the case may be, fairly present in all material
respects the financial condition of the Borrower and its Subsidiaries as at the
end of such Fiscal Quarter or Fiscal Year on a consolidated basis, and the
related statements of operations and cash flows of the Borrower and its
Subsidiaries for such Fiscal Quarter or Fiscal Year, in accordance with
generally accepted accounting principles consistently applied (subject, in the
case of such quarterly financial statements, to normal year-end audit
adjustments and the absence of footnotes);

     

    (d)           concurrently
with the delivery of the financial statements referred to in clause (a)
above, a certificate of the accounting firm that reported on such financial
statements stating whether they obtained any knowledge during the course of
their examination of such financial statements of any Default or Event of
Default (which certificate may be limited to the extent required by accounting
rules or guidelines);

     

    (e)           promptly
after the same become publicly available, copies of all periodic and other
reports, proxy statements and other materials filed with the Securities and
Exchange Commission, or any Governmental Authority succeeding to any or all
functions of said Commission, or with any national securities exchange, or
distributed by the Borrower to its shareholders generally, as the case may be;
and

     

    (f) 
          concurrently with
the delivery of the financial statements referred to in subsection (a) above, a
pro forma budget (including reasonable data and other information with respect
to the underlying assumptions relied upon in the formulation of such pro forma
budget) for the succeeding Fiscal Year, containing an income statement, balance
sheet and statement of cash flow;

     

    (g)           promptly
following any request therefor, such other information regarding the results of
operations, business affairs and financial condition of the Borrower or any
Subsidiary as the Administrative Agent or any Lender may reasonably request;
and


    
      
         


      

      
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    (h)           so
long as the Borrower is required to file periodic reports under Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934, as amended, Borrower may
satisfy its obligation to deliver the financial statements referred to in
clauses (a) and (b) above by delivering such financial statements by electronic
mail to such e-mail addresses as the Administrative Agent and Lenders shall have
provided to Borrower from time to time.

     

    Section
5.2.           Notices
of Material Events.  The Borrower will furnish to the
Administrative Agent and each Lender prompt written notice of the
following:

     

    (a)           the
occurrence of any Default or Event of Default;

     

    (b)           the
filing or commencement of any action, suit or proceeding by or before any
arbitrator or Governmental Authority against or, to the knowledge of the
Borrower, affecting the Borrower or any Subsidiary which, if adversely
determined, could reasonably be expected to result in a Material Adverse
Effect;

     

    (c)           the
occurrence of any event or any other development by which the Borrower or any of
its Subsidiaries (i) fails to comply with any Environmental Law or to obtain,
maintain or comply with any permit, license or other approval required under any
Environmental Law, (ii) becomes subject to any Environmental Liability, (iii)
receives notice of any claim with respect to any Environmental Liability, or
(iv) becomes aware of any basis for any Environmental Liability and in each of
the preceding clauses, which individually or in the aggregate, could reasonably
be expected to result in a Material Adverse Effect;

     

    (d)           the
occurrence of any ERISA Event that alone, or together with any other ERISA
Events that have occurred and remain outstanding, could reasonably be expected
to result in liability of the Borrower and its Subsidiaries in an aggregate
amount exceeding $750,000;

     

    (e)           the
occurrence of any default or event of default, or the receipt by Borrower or any
of its Subsidiaries of any written notice of an alleged default or event of
default, with respect to any Material Indebtedness of the Borrower or any of its
Subsidiaries;

     

    (f)           any
other development that results in, or could reasonably be expected to result in,
a Material Adverse Effect.

     

    Each
notice delivered under this Section 5.2 shall be
accompanied by a written statement of a Responsible Officer setting forth the
details of the event or development requiring such notice and any action taken
or proposed to be taken with respect thereto.

     

    Section
5.3.          Existence;
Conduct of Business.  The Borrower will, and will cause each of
its Subsidiaries to, do or cause to be done all things necessary to preserve,
renew and maintain in full force and effect its legal existence and its
respective rights, licenses, permits, privileges, franchises, patents,
copyrights, trademarks and trade names material to the conduct of its business;
provided, that
nothing in this Section 5.3 shall
prohibit any merger, consolidation, liquidation or dissolution permitted under
Section
7.3.


    
      
         


      

      
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    Section
5.4.          Compliance
with Laws, Etc.  The Borrower will, and will cause each of its
Subsidiaries to, comply with all laws, rules, regulations and requirements of
any Governmental Authority applicable to its business and properties, including
without limitation, all Environmental Laws, ERISA and OSHA, except where the
failure to do so, either individually or in the aggregate, could not reasonably
be expected to result in a Material Adverse Effect.

     

    Section
5.5.          Payment
of Obligations.  The Borrower will, and will cause each of its
Subsidiaries to, pay and discharge at or before maturity, all of its Material
Indebtedness and all of its Material Non-Indebtedness Obligations before the
same shall become delinquent or in default, except where (a) the validity or
amount thereof is being contested in good faith by appropriate proceedings, (b)
the Borrower or such Subsidiary has set aside on its books adequate reserves
with respect thereto in accordance with GAAP and (c) the failure to make payment
pending such contest could not reasonably be expected to result in a Material
Adverse Effect.

     

    Section
5.6.          Books and
Records.  The Borrower will, and will cause each of its
Subsidiaries to, keep proper books of record and
account in which materially full, true and correct entries shall be made of all
dealings and transactions in relation to its business and activities to the
extent necessary to prepare the consolidated financial statements of Borrower in
conformity with GAAP.

     

    Section
5.7.          Visitation,
Inspection, Etc.  The Borrower will, and will cause each of its
Subsidiaries to, permit, any representative of the Administrative Agent or any
Lender, to visit and inspect its properties, to examine its books and records
and to make copies and take extracts therefrom, and to discuss its affairs,
finances and accounts with any of its officers and with its independent
certified public accountants, all at such reasonable times and as often as the
Administrative Agent or any Lender may reasonably request after reasonable prior
notice to the Borrower; provided, however, that (i)
the Borrower shall only be responsible for reimbursing the Administrative Agent
or any Lender the reasonable and documented costs and expenses of the
Administrative Agent or any Lender not more than 2 times during any Fiscal Year
and (ii) the Administrative Agent or any Lender shall not be permitted to
examine the Borrower’s or its Subsidiaries books and records and to make copies
and take extracts therefrom more than 1 time per fiscal quarter of Borrower,
provided, further,
that, the foregoing limitations regarding expense reimbursements and
quarterly examination rights shall not be applicable if an Event of Default has
occurred and is continuing, nor shall prior notice to the Borrower be
required.

     

    Section
5.8.          Maintenance
of Properties; Insurance.  The
Borrower will, and will cause each of its Subsidiaries to, (a) keep and maintain
all property material to the conduct of its business in good working order and
condition, ordinary wear and tear excepted, (b) maintain with financially sound
and reputable insurance companies, insurance with respect to its properties and
business, and the properties and business of its Subsidiaries, against loss or
damage of the kinds customarily insured against by companies in the same or
similar businesses operating in the same or similar locations, and (c) at all
times shall name Administrative Agent as additional insured on all liability
policies of the Borrower and its Subsidiaries.


    
      
         


      

      
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    Section
5.9.          Use of
Proceeds and Letters of Credit.  The Borrower will use the
proceeds of the Term Loans and Revolving Loans to (a) fund amounts owing
pursuant to the Existing EasyLink Payoff Letter and the Existing Xpedite Paydown
Letter, (b) finance the Purchase Transaction, (c) finance transaction fees and
expenses arising on the Closing Date with respect to the Loans and the Purchase
Transaction, (d) finance working capital needs, (e) fund Permitted Acquisitions,
(f) finance Capital Expenditures and (g) for other general corporate purposes of
the Borrower and its Subsidiaries.  No part of the proceeds of any
Loan will be used, whether directly or indirectly, for any purpose that would
violate any rule or regulation of the Board of Governors of the Federal Reserve
System, including Regulations T, U or X.  All Letters of Credit will
be used for general corporate purposes.

     

    Section
5.10.        Interest
Rate Protection.  As promptly as practicable, and in any event
within 120 days after the Closing Date, the Borrower will enter into, and
thereafter maintain in effect, one or more Hedging Transactions on such terms
and with such parties as shall be reasonably satisfactory to the Administrative
Agent, the effect of which shall be to fix or limit the interest cost to the
Borrower with respect to at least 50% of the Term Loans outstanding on the date
of such Hedging Transaction.

     

    Section
5.11.        Additional
Subsidiaries.

     

    (a)           If
any Domestic Subsidiary is acquired or formed after the Closing Date, the
Borrower will promptly notify the Administrative Agent and the Lenders thereof
and, within ten (10) Business Days after any such Domestic Subsidiary is
acquired or formed, will cause such Domestic Subsidiary to become a Subsidiary
Loan Party.

     

    (b)           A
Domestic Subsidiary shall become an additional Subsidiary Loan Party by
executing and delivering to the Administrative Agent a Subsidiary Guaranty
Supplement, accompanied by (i) all other Loan Documents related thereto,
(ii) certified copies of certificates or articles of incorporation or
organization, by-laws, membership operating agreements, and other organizational
documents, appropriate authorizing resolutions of the board of directors of such
Domestic Subsidiaries, and opinions of counsel comparable to those delivered
pursuant to Section
3.1(b), and (iii) such other documents as the Administrative Agent may
reasonably request.  No Domestic Subsidiary that becomes a Subsidiary
Loan Party shall thereafter cease to be a Subsidiary Loan Party or be entitled
to be released or discharged from its obligations under the Subsidiary Guaranty
Agreement.

     

    Section
5.12.        Post-Closing
Requirements.

     

    (a)           Not
later than 30 Business Days after the Closing Date (which time period may be
extended in the Administrative Agent’s sole discretion), in the case of any
personal property Collateral located at the premises leased by the Loan Parties
more specifically set forth in Schedule 5.12(a),
Borrower shall use its reasonable efforts to procure such estoppel letters,
consents and waivers from the landlords on such real property as may be
reasonably required by the Administrative Agent.

     

    (b)           Not
later than 120 days after the Closing Date (which time period may be extended in
the Administrative Agent’s sole discretion), the Loan Parties shall either (i)
close their respective deposit accounts with any bank other than a Lender, or
(ii) cause such deposit accounts to become subject to control agreements in
favor of the Administrative Agent, for the benefit of the Lenders, in form and
substance satisfactory to Administrative Agent in its sole
discretion.


    
      
         


      

      
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    (c)           Not
later than 30 Business Days after the Closing Date (which time period may be
extended in the Administrative Agent’s sole discretion), Borrower shall deliver
an amendment to the Articles of Association of Premiere Global Services (UK)
Limited (“PGS
UK”) which amendment shall provide that (i) its board of
directors shall not disapprove of the pledge to the Administrative Agent of
shares of PGS UK or the foreclosure or transfer thereof pursuant to the
Stock Pledge Agreement, and (ii) that no amendment shall be made to the
provisions governing such approval without the prior written consent of the
Administrative Agent, such amendment to be in form and substance satisfactory to
the Administrative Agent in its sole discretion.

     

    (d)           Not
later than 45 Business Days after the Closing Date (which time period may be
extended in the Administrative Agent’s sole discretion), in the case of any
personal property Collateral subject to a service agreement between any Loan
Party and any of the following service providers, Borrower shall use its
reasonable efforts to procure such estoppel letters, consents and waivers from
such service providers as may be reasonably required by the Administrative
Agent, and approval of the service agreements by the Administrative
Agent:  Quality Technology Services (300 Satellite Boulevard NW,
Suwanee, Georgia 30024), Blue Mile (226 North Fifth Street, 3rd Floor,
Columbus, Ohio 43215) and Comsat/Telenor (Telex) (Connecticut).

     

    (e)           Not
later than 45 days after the Closing Date (which time period may be extended in
the Administrative Agent’s sole discretion), Borrower shall deliver to the
Administrative Agent all original certificates and instruments representing or
evidencing the Pledged Shares of the following Subsidiaries, which certificates
and instruments shall be in suitable form for transfer by delivery and shall be
accompanied by all necessary instruments of transfer or assignment, duly
executed in blank: EasyLink DO Brasil Comunicacoes LTDA., Xpedite Systems, LLC,
Xpedite Systems, PTE LTD, Xpedite, Ltd., Xpedite Systems Inc. (Malaysia) SDN.
BHD, Xpedite Systems PTY Limited and Premiere Global Services (UK) Limited, in
each case with respect to the foregoing certificates and instruments, in form
and substance as determined by the Administrative Agent in its reasonable
discretion.  In addition, if requested by the Administrative Agent,
Borrower shall execute an amendment to the Stock Pledge Agreement to reflect the
inclusion of the foregoing Pledged Shares thereunder.

     

    (f)           Not
later than 45 Business Days after the Closing Date (which time period may be
extended in the Administrative Agent’s sole discretion), Borrower shall deliver
to the Administrative Agent for each of the following Subsidiaries, (i) copies
of the articles or certificate of incorporation, certificate of organization or
limited partnership, or other registered organizational documents and (ii)
copies of the bylaws, partnership agreement, limited liability company agreement
or other similar documents: Xpedite Systems Limited (New Zealand), Xpedite, Inc.
(Japan), Xpedite Systems Participation E.U.R.L (France), Xpedite Systems AG
(Switzerland), Xpedite, Ltd. (Korea), Xpedite Systems Incorporated (Malaysia)
Sdn. Bhd., Xpedite Systems Spain, S.A., Xpedite Systems S.R.L. (Italy), Premiere
Global Services GmbH (Germany), Xpedite Systems SA (France).

     

    (g)           Not
later than 30 days after the Closing Date (which time period may be extended in
the Administrative Agent’s sole discretion), Borrower shall deliver to the
Administrative Agent a certificate of good standing or existence for Xpedite
Systems, LLC in the State of Oregon.


    
      
         


      

      
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    ARTICLE
VI

     

    FINANCIAL
COVENANTS

     

    The
Borrower covenants and agrees that so long as any Lender has a Commitment
hereunder or any Obligation (other than in respect of indemnity obligations that
survive termination of this Agreement and in respect of Letters of Credit for
which cash collateral has been provided) remains unpaid or
outstanding:

     

    Section
6.1.           Leverage
Ratio.  The Borrower will maintain at all times a maximum
Leverage Ratio in
accordance with the following chart:

     

    
      
        
          
            
              
                
                  	
                          Applicable Period

                        	 	
                          Leverage

                          Ratio

                        
	
                          From
      the Closing Date through July 30, 2011

                        	 	
                          3.00
      : 1.00

                        
	
                          From
      July 31, 2011 through July 30, 2012

                        	 	
                          2.50
      : 1.00

                        
	
                          From
      July 31, 2012 through July 30, 2013

                        	 	
                          2.00
      : 1.00

                        
	
                          From
      July 31, 2013 through the Revolving Commitment Termination
      Date

                        	 	
                          1.75
      :
1.00

                        


                

              

            

          

        

      

    

     

    Section
6.2.          Fixed
Charge Coverage Ratio.  The Borrower will maintain, as of the
end of each Fiscal Quarter, commencing with the Fiscal Quarter ending October
31, 2010, a Fixed Charge Coverage Ratio of not less than
1.20 : 1.00.

     

    Section
6.3.          Minimum
Consolidated Adjusted EBITDA.  The Borrower will maintain, as
of the last day of each Fiscal Quarter, Consolidated Adjusted EBITDA for the
four Fiscal Quarters then ended of not less than $40,000,000.

     

    Section
6.4.          Capital
Expenditures. The Borrower and its
Subsidiaries will not make Capital Expenditures in excess of $5,000,000 during
any Fiscal Year, provided,
that, to the extent that Capital Expenditures in any Fiscal Year are less
than $5,000,000, the Borrower may increase the amount of Capital Expenditures in
the immediately succeeding Fiscal Year (but solely in such immediately
succeeding Fiscal Year), by an amount equal to the difference between actual
Capital Expenditures and $5,000,000.

     

    ARTICLE
VII

     

    NEGATIVE
COVENANTS

     

    The
Borrower covenants and agrees that so long as any Lender has a Commitment
hereunder or any Obligation (other than in respect of indemnity obligations that
survive termination of this Agreement and in respect of Letters of Credit for
which cash collateral has been provided) remains outstanding:


    
      
         


      

      
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    Section
7.1.          Indebtedness
and Preferred Equity.  The Borrower will not, and will not
permit any of its Subsidiaries to, create, incur, assume or suffer to exist any
Indebtedness, except:

     

    (a)           Indebtedness
created pursuant to the Loan Documents;

     

    (b)           Indebtedness
of the Borrower and its Subsidiaries existing on the date hereof and set forth
on Schedule 7.1
and extensions, renewals and replacements of any such Indebtedness that do not
increase the outstanding principal amount thereof (immediately prior to giving
effect to such extension, renewal or replacement) or shorten the maturity or the
weighted average life thereof;

     

    (c)           Indebtedness
of the Borrower or any Subsidiary incurred to finance the acquisition,
construction or improvement of any fixed or capital assets, including Capital
Lease Obligations, and any Indebtedness assumed in connection with the
acquisition of any such assets or secured by a Lien on any such assets prior to
the acquisition thereof; provided, that such Indebtedness is incurred prior to
or within 90 days after such acquisition or the completion of such construction
or improvements or extensions, renewals, and replacements of any such
Indebtedness that do not increase the outstanding principal amount thereof
(immediately prior to giving effect to such extension, renewal or replacement)
or shorten the maturity or the weighted average life thereof; provided further,
that the aggregate principal amount of such Indebtedness does not exceed
$1,000,000 at any time outstanding;

     

    (d)           Indebtedness
of the Borrower owing to any Subsidiary and of any Subsidiary owing to the
Borrower or any other Subsidiary; provided, that any
such Indebtedness that is owed by a Subsidiary that is not a Subsidiary Loan
Party shall be subject to Section
7.4;

     

    (e)           Guarantees
by the Borrower of Indebtedness of any Subsidiary and by any Subsidiary of
Indebtedness of the Borrower or any other Subsidiary; provided, that
Guarantees by any Loan Party of Indebtedness of any Subsidiary that is not a
Subsidiary Loan Party shall be subject to Section
7.4;

     

    (f)           Indebtedness
of any Person which becomes a Subsidiary after the date of this Agreement; provided, that (i)
such Indebtedness exists at the time that such Person becomes a Subsidiary, (ii)
such Indebtedness is not created in contemplation of or in connection with such
Person becoming a Subsidiary and (iii) the aggregate principal amount of such
Indebtedness permitted hereunder shall not exceed $1,000,000 outstanding at any
time;

     

    (g)           Hedging
Obligations permitted by Section
7.10;

     

    (h)           any
Working Capital Adjustment payable by the Borrower or its Subsidiaries pursuant
to the Purchase Transaction Documents; and

     

    (i)           other
unsecured Indebtedness of the Borrower or its Subsidiaries in an aggregate
principal amount not to exceed $1,000,000 at any time
outstanding.


    
      
         


      

      
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    Borrower
will not, and will not permit any Subsidiary to, issue any preferred stock or
other preferred equity interests that (i) matures or is mandatorily redeemable
pursuant to a sinking fund obligation or otherwise, (ii) is or may become
redeemable or repurchaseable by Borrower or such Subsidiary at the option of the
holder thereof, in whole or in part or (iii) is convertible or exchangeable at
the option of the holder thereof for Indebtedness or preferred stock or any
other preferred equity interests described in this paragraph, on or prior to, in
the case of clause (i), (ii) or (iii), the first anniversary of the Revolving
Commitment Termination Date.

     

    Section
7.2.          Negative
Pledge.  The Borrower will not, and will not permit any of its
Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its
assets or property now owned or hereafter acquired or, except:

     

    (a)           Liens
securing the Obligations, provided, however, that no
Liens may secure Hedging Obligations without securing all other Obligations on a
basis at least pari passu with such Hedging Obligations and subject to the
priority of payments set forth in Section 2.21 of this
Agreement;

     

    (b)           Permitted
Encumbrances;

     

    (c)           any
Liens on any property or asset of the Borrower or any Subsidiary existing on the
Closing Date set forth on Schedule 7.2; provided, that such
Lien shall not apply to any other property or asset of the Borrower or any
Subsidiary;

     

    (d)           purchase
money Liens upon or in any fixed or capital assets to secure the purchase price
or the cost of construction or improvement of such fixed or capital assets or to
secure Indebtedness incurred solely for the purpose of financing the
acquisition, construction or improvement of such fixed or capital assets
(including Liens securing any Capital Lease
Obligations); provided, that (i)
such Lien secures Indebtedness permitted by Section 7.1(c), (ii)
such Lien attaches to such asset concurrently or within 90 days after the
acquisition, improvement or completion of the construction thereof; (iii) such
Lien does not extend to any other asset; and (iv) the Indebtedness secured
thereby does not exceed the cost of acquiring, constructing or improving such
fixed or capital assets;

     

    (e)           any
Lien (i) existing on any asset of any Person at the time such Person becomes a
Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time
such Person is merged with or into the Borrower or any Subsidiary of the
Borrower or (iii) existing on any asset prior to the acquisition thereof by the
Borrower or any Subsidiary of the Borrower; provided, that any
such Lien was not created in the contemplation of any of the foregoing and any
such Lien secures only those obligations which it secures on the date that such
Person becomes a Subsidiary or the date of such merger or the date of such
acquisition; and

     

    (f)           extensions,
renewals, or replacements of any Lien referred to in paragraphs (a) through (d)
of this Section
7.2; provided, that the
principal amount of the Indebtedness secured thereby is not increased and that
any such extension, renewal or replacement is limited to the assets originally
encumbered thereby.


    
      
         


      

      
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    Section
7.3.           Fundamental
Changes.

     

    (a)           The
Borrower will not, and will not permit any Subsidiary to, merge into or
consolidate into any other Person, or permit any other Person to merge into or
consolidate with it, or sell, lease, transfer or otherwise dispose of (in a
single transaction or a series of transactions) all or substantially all of its
assets (in each case, whether now owned or hereafter acquired) or all or
substantially all of the stock of any of its Subsidiaries (in each case, whether
now owned or hereafter acquired) or liquidate or
dissolve; provided, that if at the time thereof
and immediately after giving effect thereto, no Default or Event of Default
shall have occurred and be continuing (i) the Borrower or any Subsidiary may
merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a
party to such merger) is the surviving Person, (ii) any Subsidiary may merge
into another Subsidiary; provided, that if any
party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall
be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or
otherwise dispose of all or substantially all of its assets to the Borrower or
to a Subsidiary Loan Party, (iv) any Subsidiary (other than a Subsidiary Loan
Party) may liquidate or dissolve if the Borrower determines in good faith that
such liquidation or dissolution is in the best interests of the Borrower and is
not materially disadvantageous to the Lenders; provided, that any
such merger involving a Person that is not a wholly-owned Subsidiary immediately
prior to such merger shall not be permitted unless also permitted by Section 7.4 and
(v) the foregoing shall not prohibit the incurrence of any Liens otherwise
permitted under this Agreement.

     

    (b)           The
Borrower will not, and will not permit any of its Subsidiaries to, engage in any
business other than businesses of the type conducted by the Borrower and its
Subsidiaries on the date hereof and businesses reasonably related
thereto.

     

    Section
7.4.          Investments,
Loans, Etc.  The Borrower will not, and will not permit any of
its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger
with any Person that was not a wholly-owned Subsidiary prior to such merger),
any common stock, evidence of indebtedness or other securities (including any
option, warrant, or other right to acquire any of the foregoing) of, make or
permit to exist any loans or advances to, Guarantee any obligations of, or make
or permit to exist any investment or any other interest in, any other Person
(all of the foregoing being collectively called “Investments”), or
purchase or otherwise acquire (in one transaction or a series of transactions)
any assets of any other Person that constitute a business unit, or create or
form any Subsidiary, except:

     

    (a)           Investments
(other than Permitted Investments) existing on the date hereof and set forth on
Schedule 7.4
(including Investments in Subsidiaries);

     

    (b)           Permitted
Investments;

     

    (c)           Guarantees
by Borrower and its Subsidiaries constituting Indebtedness permitted by Section 7.1; provided, that the
aggregate principal amount of Indebtedness of Subsidiaries that are not
Subsidiary Loan Parties that is Guaranteed by any Loan Party shall be subject to
the limitation set forth in clause (d) hereof;

     

    (d)           Investments
made by the Borrower in or to any Subsidiary and by any Subsidiary to the
Borrower or in or to another Subsidiary; provided, that (i)
the aggregate amount of cash Investments by Loan Parties in or to, and
Guarantees by Loan Parties of Indebtedness of, any Subsidiary that is not a
Subsidiary Loan Party (including all such Investments and Guarantees existing on
the Closing Date and not disclosed on Schedule 7.4) shall
not exceed $6,000,000 in the aggregate at any time outstanding and (ii) the
aggregate amount of Investments by Loan Parties (specifically excluding
Guarantees) in or to any Subsidiary that is not a Subsidiary Loan Party
comprised of non-cash Investments comprised of intercompany expense allocations
by and between the Borrower and its Subsidiaries shall be
unlimited;


    
      
         


      

      
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    (e)           loans
or advances to employees, officers or directors of the Borrower or any
Subsidiary in the ordinary course of business for travel, relocation and related
expenses; provided,
however, that the aggregate amount of all such loans and advances does
not exceed $250,000 at any time;

     

    (f) 
          Hedging Transactions
permitted by Section
7.10;

     

    (g)           the
Purchase Transaction;

     

    (h)           Permitted
Acquisitions;

     

    (i)   
        Investments consisting of the
extension of trade credit in the ordinary course of business;

     

    (j)    
       Prepaid expenses in the ordinary
course of business;

     

    (k)           Promissory
notes and other assets accepted in connection with the settlement of accounts
receivable; and

     

    (l)     
      Other Investments which in the aggregate do
not exceed $1,000,000 in any Fiscal Year.

     

    Section
7.5.          Restricted
Payments. The Borrower will not, and will not permit its
Subsidiaries to, declare or make, or
agree to pay or make, directly or indirectly, any dividend or distribution on
any class of its Capital Stock, or make any payment on account of, or set apart
assets for a sinking or other analogous fund for, the purchase, redemption,
retirement, defeasance or other acquisition of, any shares of Capital Stock or
Indebtedness subordinated to the Obligations of the Borrower or any Guarantee
thereof or any options, warrants, or other rights to purchase such Capital Stock
or such Indebtedness (specifically including any payment or reimbursement
obligation in connection with any purchase or buy-in right with respect
thereto), or any management fees payable to any owner of any class of their
Capital Stock (or to an Affiliate of any owner of any class of their Capital
Stock), whether now or hereafter outstanding (each, a “Restricted Payment”),
except for the following Restricted Payments, which shall be
permitted:

     

    (a)           dividends
payable by the Borrower solely in shares of any class of its common
stock;

     

    (b)           Restricted
Payments made by any Subsidiary to the Borrower or to another Subsidiary, on at
least a pro rata basis with any other shareholders if such Subsidiary is not
wholly owned by the Borrower and other wholly owned Subsidiaries;

     

    (c)           cash
dividends and distributions paid on the Series C Preferred Stock of the
Borrower, in an amount not to exceed $250,000 (in the aggregate) during any
Fiscal Year; and


    
      
         


      

      
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    (d)           other
redemptions of Capital Stock, warrants, options or similar equity interests of
the Borrower owned by officers, directors, employees or advisors of the Borrower
or any of its Subsidiaries in an amount not to exceed $1,000,000 in any Fiscal
Year, provided, that no
Default or Event of Default has occurred and is continuing at the time such
redemption is made;

     

    (e)           payment
of the Working Capital Adjustment pursuant to the Purchase Agreement;
and

     

    (f)           exchanges
of (x) Borrower’s Capital Stock or (y) cash or properties for, or redemptions
of, debt securities or other assets of the Borrower or any of its Subsidiaries
in an aggregate amount not to exceed $300,000 for all such cash and other
property under this clause (y), in either such case for the rights established
pursuant to, or other securities issued pursuant to, the Stockholder Rights
Agreement in accordance with the terms thereof.

     

    Section
7.6.          Sale of
Assets.  The Borrower will not, and will not permit any of its
Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of,
any of its assets, business or property, whether now owned or hereafter
acquired, or, in the case of any Subsidiary, issue or sell any shares of such
Subsidiary’s Capital Stock to any Person other than the Borrower (or to qualify
directors if required by applicable law), except:

     

    (a)           the
sale or other disposition for fair market value of obsolete or worn out property
or other property not necessary for operations disposed of in the ordinary
course of business;

     

    (b)           the
sale of inventory and Permitted Investments in the ordinary course of
business;

     

    (c)           the
sale or other disposition of such assets in an aggregate amount not to exceed
$2,000,000 in any Fiscal Year; and

     

    (d)           the
granting of any Lien otherwise permitted under this Agreement.

     

    Section
7.7.          Transactions
with Affiliates.  The Borrower will not, and will not permit
any of its Subsidiaries to, sell, lease or otherwise transfer any property or
assets to, or purchase, lease or otherwise acquire any property or assets from,
or otherwise engage in any other transactions with, any of its Affiliates,
except (a) in the ordinary course of business at prices and on terms and
conditions not less favorable to the Borrower or such Subsidiary than could be
obtained on an arm’s-length basis from unrelated third parties, (b) transactions
between or among the Borrower and any Subsidiary Loan Party not involving any
other Affiliates, (c) any Investments or other acquisitions permitted by Section 7.4, and (d)
any Restricted Payment permitted by Section 7.5.


    
      
         


      

      
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    Section
7.8.          Restrictive
Agreements.  The Borrower will not, and will not permit any
Subsidiary to, directly or indirectly, enter into, incur or permit to exist any
agreement that prohibits, restricts or imposes any condition upon (a) the
ability of the Borrower or any Subsidiary to create, incur or permit any Lien
upon any of its assets or properties, whether now owned or hereafter acquired,
or (b) the ability of any Subsidiary to pay dividends or other
distributions with respect to its Capital Stock, to make or repay loans or
advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of
the Borrower or any other Subsidiary or to transfer any of its property or
assets to the Borrower or any Subsidiary of the Borrower; provided, that (i)
the foregoing shall not apply to restrictions or conditions imposed by law or
by this Agreement or any other Loan Document, (ii) the foregoing shall
not apply to customary restrictions and conditions contained in agreements
relating to the sale of a Subsidiary pending such sale, provided such
restrictions and conditions apply only to the Subsidiary that is sold and such
sale is permitted hereunder, (iii) clause (a) shall not apply to restrictions or
conditions imposed by any agreement relating to secured Indebtedness permitted
by this Agreement if such restrictions and conditions apply only to the property
or assets securing such Indebtedness and (iv) clause (a) shall not apply to
customary provisions in leases restricting the assignment thereof.

     

    Section
7.9.          Sale and
Leaseback Transactions.  The Borrower will not, and will not
permit any of the Subsidiaries to, enter into any arrangement, directly or
indirectly, whereby it shall sell or transfer any property, real or personal,
used or useful in its business, whether now owned or hereinafter acquired, and
thereafter rent or lease such property or other property that it intends to use
for substantially the same purpose or purposes as the property sold or
transferred.

     

    Section
7.10.        Hedging
Transactions.  The Borrower will not, and will not permit any
of the Subsidiaries to, enter into any Hedging Transaction, other than Hedging
Transactions entered into in the ordinary course of business to hedge or
mitigate risks to which the Borrower or any Subsidiary is exposed in the conduct
of its business or the management of its liabilities.  Solely for the
avoidance of doubt, the Borrower acknowledges that a Hedging Transaction entered
into for speculative purposes or of a speculative nature (which shall be deemed
to include any Hedging Transaction under which the Borrower or any of the
Subsidiaries is or may become obliged to make any payment (i) in connection with
the purchase by any third party of any Capital Stock or any Indebtedness or (ii)
as a result of changes in the market value of any Capital Stock or any
Indebtedness) is not a Hedging Transaction entered into in the ordinary course
of business to hedge or mitigate risks.

     

    Section
7.11.        Amendment
to Material Documents. The Borrower will not, and will not permit any of
its Subsidiaries to, amend, modify or waive any of its rights in a manner
materially adverse to the Lenders or the Borrower under (a) its certificate of
incorporation, bylaws or other organizational documents, (b) the Purchase
Transaction Documents or (c) the Stockholder Rights Agreement.

     

    Section
7.12.        Intentionally
Omitted.

     

    Section
7.13.        Accounting
Changes.  The Borrower will not, and will not permit any of its
Subsidiaries to, make any significant change in accounting treatment or
reporting practices, except as required by GAAP, or change the fiscal year of
the Borrower or of any of its Subsidiaries, except to change the fiscal year of
a Subsidiary to conform its fiscal year to that of the
Borrower.


    
      
         


      

      
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    Section
7.14.        Lease
Obligations.  The Borrower will
not, and will not permit any Subsidiary to, create or suffer to exist any
obligations for the payment under operating leases or agreements to lease (but
excluding any obligations under leases required to be classified as capital
leases under GAAP having a term of five years or more) which would cause the
present value of the direct or contingent liabilities of the Consolidated
Companies under such leases or agreements to lease, on a consolidated basis, to
exceed $12,500,000 in the aggregate in any Fiscal Year.

     

    Section
7.15.        Government
Regulation.  The Borrower shall not (a) be or become subject at
any time to any law, regulation, or list of any Government Authority of the
United States (including, without limitation, the U.S. Office of Foreign Asset
Control list) that prohibits or limits Lenders or the Administrative Agent from
making any advance or extension of credit to Borrower or from otherwise
conducting business with the Loan Parties, or (b) fail to provide documentary
and other evidence of the identity of the Loan Parties as may be requested by
Lenders or the Administrative Agent at any time to enable Lenders or the
Administrative Agent to verify the identity of the Loan Parties or to comply
with any applicable law or regulation, including, without limitation, Section
326 of the USA Patriot Act of 1 U.S.C. Section 5318.

     

    ARTICLE
VIII

     

    EVENTS OF
DEFAULT

     

    Section
8.1.           Events of
Default.  If any of the following events (each an “Event of Default”)
shall occur:

     

    (a)           the
Borrower shall fail to pay any principal of any Loan, of any other Obligation or
of any reimbursement obligation in respect of any LC Disbursement when and as
the same shall become due and payable, whether at the due date thereof or at a
date fixed for prepayment or otherwise; or

     

    (b)           the
Borrower shall fail to pay any interest on any Loan or on any other Obligation,
or any fee or any other amount (other than an amount payable under clause (a) of
this Section
8.1) payable under this Agreement or any other Loan Document, when and as
the same shall become due and payable, and such failure shall continue
unremedied for a period of three (3) Business Days; or

     

    (c)           any
representation or warranty made or deemed made by or on behalf of the Borrower
or any Subsidiary in or in connection with this Agreement or any other Loan
Document (including the Schedules attached thereto) and any amendments or
modifications hereof or waivers hereunder, or in any certificate, report,
financial statement or other document submitted to the Administrative Agent or
the Lenders by any Loan Party or any representative of any Loan Party pursuant
to or in connection with this Agreement or any other Loan Document shall prove
to be incorrect when made or deemed made
or submitted; or

     

    (d)           the
Borrower shall fail to observe or perform any covenant or agreement contained in
Sections
5.1, 5.2, or 5.3 (with respect to
the Borrower’s existence) or Articles VI or VII;
or


    
      
         


      

      
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    (e)           any
Loan Party shall fail to observe or perform any covenant or agreement contained
in this Agreement (other than those referred to in clauses (a), (b) and (d)
above) or any other Loan Document, and such failure shall remain unremedied for
30 days after the earlier of (i) any officer of the Borrower becomes
aware of such failure, or (ii) notice thereof shall have been given to the
Borrower by the Administrative Agent or any Lender; or

     

    (f)  
         (i) the Borrower or any
Subsidiary (whether as primary obligor or as guarantor or other surety) shall
fail to pay any principal of, or premium or interest on, any Material
Indebtedness that is outstanding, when and as the same shall become due and
payable (whether at scheduled maturity, required prepayment, acceleration,
demand or otherwise), and such failure shall continue after the applicable grace
period, if any, specified in the agreement or instrument evidencing or governing
such Indebtedness; or any other event shall occur or condition shall exist under
any agreement or instrument relating to such Indebtedness and shall continue
after the applicable grace period, if any, specified in such agreement or
instrument, if the effect of such event or condition is to accelerate, or permit
the acceleration of, the maturity of such Indebtedness; or any such Indebtedness
shall be declared to be due and payable, or required to be prepaid or redeemed
(other than by a regularly scheduled required prepayment or redemption),
purchased or defeased, or any offer to prepay, redeem, purchase or defease such
Indebtedness shall be required to be made, in each case prior to the stated
maturity thereof, or (ii) the Borrower or any Subsidiary (whether as primary
obligor or as guarantor or other surety) shall fail to pay any principal of, or
premium or interest on, any Material Non-Indebtedness Obligation that is
outstanding, when and as the same shall become due and payable (whether at a
scheduled due date, required prepayment, acceleration, demand or otherwise), and
such failure shall continue after the applicable grace period, if any, specified
in the agreement evidencing or governing such Material Non-Indebtedness
Obligation; or any other event shall occur or condition shall exist under any
agreement relating to such Material Non-Indebtedness Obligation and shall
continue after the applicable grace period, if any, specified in such agreement,
if the effect of such event or condition is to accelerate, or permit the
acceleration of, the due date of such Material Non-Indebtedness Obligation; or
any such Material Non-Indebtedness Obligation shall be declared to be due and
payable, or required to be prepaid or redeemed (other than by a regularly
scheduled required prepayment or redemption), purchased or defeased, or any
offer to prepay, redeem, purchase or defease such Material Non-Indebtedness
Obligation shall be required to be made, in each case prior to the stated due
date thereof; or

     

    (g)           the
Borrower or any Subsidiary shall (i) commence a voluntary case or other
proceeding or file any petition seeking liquidation, reorganization or other
relief under any federal, state or foreign bankruptcy, insolvency or other
similar law now or hereafter in effect or seeking the appointment of a
custodian, trustee, receiver, liquidator or other similar official of it or any
substantial part of its property, (ii) consent to the institution of, or fail to
contest in a timely and appropriate manner, any proceeding or petition described
in clause (i) of this Section 8.1, (iii)
apply for or consent to the appointment of a custodian, trustee, receiver,
liquidator or other similar official for the Borrower or any such Subsidiary or
for a substantial part of its assets, (iv) file an answer admitting the material
allegations of a petition filed against it in any such proceeding, (v) make a
general assignment for the benefit of creditors, or (vi) take any action for the
purpose of effecting any of the foregoing; or


    
      
         


      

      
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    (h)           an
involuntary proceeding shall be commenced or an involuntary petition shall be
filed seeking (i) liquidation, reorganization or other relief in respect of the
Borrower or any Subsidiary or its debts, or any substantial part of its assets,
under any federal, state or foreign bankruptcy, insolvency or other similar law
now or hereafter in effect or (ii) the appointment of a custodian, trustee,
receiver, liquidator or other similar official for the Borrower or any
Subsidiary or for a substantial part of its assets, and in any such case, such
proceeding or petition shall remain undismissed for a period of 60 days or an
order or decree approving or ordering any of the foregoing shall be entered;
or

     

    (i) 
          the Borrower, any
other Loan Party or EasyLink Services International Ltd. shall become
unable to pay, shall admit in writing its inability to pay, or shall fail to
pay, its debts generally as they become due; or

     

    (j)  
         an ERISA Event shall have
occurred that, in the opinion of the Required Lenders, when taken together with
other ERISA Events that have occurred and remain outstanding, could reasonably
be expected to result in liability to the Borrower and the Subsidiaries in an
aggregate amount exceeding $1,000,000; or

     

    (k)           any judgment or order for
the payment of money in excess of $2,500,000 in the aggregate shall be rendered
against the Borrower or any Subsidiary, and either (i) enforcement proceedings
shall have been commenced by any creditor upon such judgment or order or (ii)
there shall be a period of 30 consecutive days during which a stay of
enforcement of such judgment or order, by reason of a pending appeal or
otherwise, shall not be in effect; or

     

    (l)           any non-monetary judgment or order shall
be rendered against the Borrower or any Subsidiary that could reasonably be
expected to have a Material Adverse Effect, and there shall be a period of 30
consecutive days during which a stay of enforcement of such judgment or order,
by reason of a pending appeal or otherwise, shall not be in effect;
or

     

    (m)          a
Change in Control shall occur or exist;

     

    (n)           any
provision of any Subsidiary Guaranty Agreement shall for any reason cease to be
valid and binding on, or enforceable against, any Subsidiary Loan Party, or any
Subsidiary Loan Party shall so state in writing, or any Subsidiary Loan Party
shall seek to terminate its Subsidiary Guaranty Agreement; or

     

    (o)           any
Loan Document shall fail to be in full force and effect or to give the
Administrative Agent and/or the Lender the Liens, rights, powers and privileges
purported to be created thereby, or any Loan Party shall so state in
writing;


    
      
         


      

      
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    then, and
in every such event (other than an event with respect to the Borrower described
in clause (g) or (h) of this Section 8.1) and at
any time thereafter during the continuance of such event, the Administrative
Agent may, and upon the written request of the Required Lenders shall, by notice
to the Borrower, take any or all of the following actions, at the same or
different times: (i) terminate the Commitments, whereupon the Commitment of
each Lender shall terminate immediately, (ii) declare the principal of and
any accrued interest on the Loans, and all other Obligations owing hereunder, to
be, whereupon the same shall become, due and payable immediately, without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrower, (iii) exercise all remedies contained in any
other Loan Document, and (iv) exercise any other remedies available at law or in
equity; and that, if an Event of Default specified in either clause (g) or (h)
shall occur, the Commitments shall automatically terminate and the principal of
the Loans then outstanding, together with accrued interest thereon, and all
fees, and all other Obligations shall automatically become due and payable,
without presentment, demand, protest or other notice of any kind, all of which
are hereby waived by the Borrower.

     

    ARTICLE
IX

     

    THE ADMINISTRATIVE
AGENT

     

    Section
9.1.           Appointment
of Administrative Agent.

     

    (a)           Each
Lender irrevocably appoints SunTrust Bank as the Administrative Agent and
authorizes it to take such actions on its behalf and to exercise such powers as
are delegated to the Administrative Agent under this Agreement and the other
Loan Documents, together with all such actions and powers that are reasonably
incidental thereto.  The Administrative Agent may perform any of its
duties hereunder or under the other Loan Documents by or through any one or more
sub-agents or attorneys-in-fact appointed by the Administrative
Agent.  The Administrative Agent and any such sub-agent or
attorney-in-fact may perform any and all of its duties and exercise its rights
and powers through their respective Related Parties.  The exculpatory
provisions set forth in this Article shall apply to any such sub-agent or
attorney-in-fact and the Related Parties of the Administrative Agent, any such
sub-agent and any such attorney-in-fact and shall apply to their respective
activities in connection with the syndication of the credit facilities provided
for herein as well as activities as Administrative Agent.

     

    (b)           The
Issuing Bank shall act on behalf of the Lenders with respect to any Letters of
Credit issued by it and the documents associated therewith until such time and
except for so long as the Administrative Agent may agree at the request of the
Required Lenders to act for the Issuing Bank with respect thereto; provided,
that the Issuing Bank shall have all the benefits and immunities (i) provided to
the Administrative Agent in this Article with respect to any acts taken or
omissions suffered by the Issuing Bank in connection with Letters of Credit
issued by it or proposed to be issued by it and the application and agreements
for letters of credit pertaining to the Letters of Credit as fully as if the
term “Administrative Agent” as used in this Article included the Issuing Bank
with respect to such acts or omissions and (ii) as additionally provided in this
Agreement with respect to the Issuing Bank.


    
      
         


      

      
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    Section
9.2.          Nature of
Duties of Administrative Agent.  The Administrative Agent shall
not have any duties or obligations except those expressly set forth in this
Agreement and the other Loan Documents.  Without limiting the
generality of the foregoing, (a) the Administrative Agent shall not be subject
to any fiduciary or other implied duties, regardless of whether a Default or an
Event of Default has occurred and is continuing, (b) the Administrative Agent
shall not have any duty to take any discretionary action or exercise any
discretionary powers, except those discretionary rights and powers expressly
contemplated by the Loan Documents that the Administrative Agent is required to
exercise in writing by the Required Lenders (or such other number or percentage
of the Lenders as shall be necessary under the circumstances as provided in
Section 10.2),
and (c) except as expressly set forth in the Loan Documents, the Administrative
Agent shall not have any duty to disclose, and shall not be liable for the
failure to disclose, any information relating to the Borrower or any of its
Subsidiaries that is communicated to or obtained by the Administrative Agent or
any of its Affiliates in any capacity.  The Administrative Agent shall
not be liable for any action taken or not taken by it, its sub-agents or
attorneys-in-fact with the consent or at the request of the Required Lenders (or
such other number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 10.2) or in
the absence of its own gross negligence or willful misconduct.  The
Administrative Agent shall not be responsible for the negligence or misconduct
of any sub-agents or attorneys-in-fact selected by it with reasonable
care.  The Administrative Agent shall not be deemed to have knowledge
of any Default or Event of Default unless and until written notice thereof
(which notice shall include an express reference to such event being a “Default”
or “Event of Default” hereunder) is given to the Administrative Agent by the
Borrower or any Lender, and the Administrative Agent shall not be responsible
for or have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with any Loan Document, (ii) the
contents of any certificate, report or other document delivered hereunder or
thereunder or in connection herewith or therewith, (iii) the performance or
observance of any of the covenants, agreements, or other terms and conditions
set forth in any Loan Document, (iv) the validity, enforceability, effectiveness
or genuineness of any Loan Document or any other agreement, instrument or
document, or (v) the satisfaction of any condition set forth in Article III or
elsewhere in any Loan Document, other than to confirm receipt of items expressly
required to be delivered to the Administrative Agent.  The
Administrative Agent may consult with legal counsel (including counsel for the
Borrower) concerning all matters pertaining to such duties.

     

    Section
9.3.          Lack of
Reliance on the Administrative Agent.  Each of the Lenders
(including the Swingline Lender) and the Issuing Bank acknowledges that it has,
independently and without reliance upon the Administrative Agent, any Issuing
Bank or any other Lender and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this
Agreement.  Each of the Lenders (including the Swingline Lender) and
the Issuing Bank also acknowledges that it will, independently and without
reliance upon the Administrative Agent, any Issuing Bank or any other Lender and
based on such documents and information as it has deemed appropriate, continue
to make its own decisions in taking or not taking of any action under or based
on this Agreement, any related agreement or any document furnished hereunder or
thereunder.

     

    Section
9.4.          Certain
Rights of the Administrative Agent.  If the Administrative
Agent shall request instructions from the Required Lenders with respect to any
action or actions (including the failure to act) in connection with this
Agreement, the Administrative Agent shall be entitled to refrain from such act
or taking such act, unless and until it shall have received instructions from
such Lenders; and the Administrative Agent shall not incur liability to any
Person by reason of so refraining.  Without limiting the foregoing, no
Lender shall have any right of action whatsoever against the Administrative
Agent as a result of the Administrative Agent acting or refraining from acting
hereunder in accordance with the instructions of the Required Lenders where
required by the terms of this Agreement.


    
      
         


      

      
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    Section
9.5.          Reliance
by Administrative Agent.  The Administrative Agent shall be
entitled to rely upon, and shall not incur any liability for relying upon, any
notice, request, certificate, consent, statement, instrument, document or other
writing (including any electronic message, posting or other distribution)
believed by it to be genuine and to have been signed, sent or made by the proper
Person.  The Administrative Agent may also rely upon any statement
made to it orally or by telephone and believed by it to be made by the proper
Person and shall not incur any liability for relying thereon.  The
Administrative Agent may consult with legal counsel (including counsel for the
Borrower), independent public accountants and other experts selected by it and
shall not be liable for any action taken or not taken by it in accordance with
the advice of such counsel, accountants or experts.

     

    Section
9.6.          The
Administrative Agent in its Individual Capacity.  The bank
serving as the Administrative Agent shall have the same rights and powers under
this Agreement and any other Loan Document in its capacity as a Lender as any
other Lender and may exercise or refrain from exercising the same as though it
were not the Administrative Agent; and the terms “Lenders”, “Required Lenders”,
“holders of Notes”, or any similar terms shall, unless the context clearly
otherwise indicates, include the Administrative Agent in its individual
capacity.  The bank acting as the Administrative Agent and its
Affiliates may accept deposits from, lend money to, and generally engage in any
kind of business with the Borrower or any Subsidiary or Affiliate of the
Borrower as if it were not the Administrative Agent hereunder.

     

    Section
9.7.           Successor
Administrative Agent.

     

    (a)           The
Administrative Agent may resign at any time by giving notice thereof to the
Lenders and the Borrower.  Upon any such resignation, the Required
Lenders shall have the right to appoint a successor Administrative Agent,
subject to the approval by the Borrower provided that no Default or Event of
Default shall exist at such time.  If no successor Administrative
Agent shall have been so appointed, and shall have accepted such appointment
within 30 days after the retiring Administrative Agent gives notice of
resignation, then the retiring Administrative Agent may, on behalf of the
Lenders and the Issuing Bank, appoint a successor Administrative Agent, which
shall be a commercial bank organized under the laws of the United States of
America or any state thereof or a bank which maintains an office in the United
States, having a combined capital and surplus of at least
$500,000,000.

     

    (b)           Upon
the acceptance of its appointment as the Administrative Agent hereunder by a
successor, such successor Administrative Agent shall thereupon succeed to and
become vested with all the rights, powers, privileges and duties of the retiring
Administrative Agent, and the retiring Administrative Agent shall be discharged
from its duties and obligations under this Agreement and the other Loan
Documents.  If within 45 days after written notice is given of the
retiring Administrative Agent’s resignation under this Section 9.7 no
successor Administrative Agent shall have been appointed and shall have accepted
such appointment, then on such 45th day (i)
the retiring Administrative Agent’s resignation shall become effective, (ii) the
retiring Administrative Agent shall thereupon be discharged from its duties and
obligations under the Loan Documents and (iii) the Required Lenders shall
thereafter perform all duties of the retiring Administrative Agent under the
Loan Documents until such time as the Required Lenders appoint a successor
Administrative Agent as provided above.  After any retiring
Administrative Agent’s resignation hereunder, the provisions of this Article
shall continue in effect for the benefit of such retiring Administrative Agent
and its representatives and agents in respect of any actions taken or not taken
by any of them while it was serving as the Administrative
Agent.


    
      
         


      

      
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    (c)           In
addition to the foregoing, if a Lender becomes, and during the period it
remains, a Defaulting Lender, the Issuing Bank may, upon prior written notice to
the Borrower and the Administrative Agent, resign as Issuing Bank effective at
the close of business New York time on a date specified in such notice (which
date may not be less than five Business Days after the date of such notice);
provided that
such resignation by the Issuing Bank will have no effect on the validity or
enforceability of any Letter of Credit then outstanding or on the obligations of
the Borrower or any Lender under this Agreement with respect to any such
outstanding Letter of Credit or otherwise to the Issuing Bank.

    


    Section
9.8.          Withholding
Tax.  To
the extent required by any applicable law, the Administrative Agent may withhold
from any interest payment to any Lender an amount equivalent to any applicable
withholding tax.  If the Internal Revenue Service or any authority of
the United States or other jurisdiction asserts a claim that the Administrative
Agent did not properly withhold tax from amounts paid to or for the account of
any Lender (because the appropriate form was not delivered, was not properly
executed, or because such Lender failed to notify the Administrative Agent of a
change in circumstances that rendered the exemption from, or reduction of,
withholding tax ineffective, or for any other reason), such Lender shall
indemnify the Administrative Agent (to the extent that the Administrative Agent
has not already been reimbursed by the Borrower and without limiting the
obligation of the Borrower to do so) fully for all amounts paid, directly or
indirectly, by the Administrative Agent as tax or otherwise, including penalties
and interest, together with all expenses incurred, including legal expenses,
allocated staff costs and any out of pocket expenses.

    


    Section
9.9.     Administrative
Agent May File Proofs of Claim.

     

    (a)           In
case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to any Loan Party, the Administrative Agent (irrespective of
whether the principal of any Loan or any Revolving Credit Exposure shall then be
due and payable as herein expressed or by declaration or otherwise and
irrespective of whether the Administrative Agent shall have made any demand on
the Borrower) shall be entitled and empowered, by intervention in such
proceeding or otherwise:

     

    (i)           to
file and prove a claim for the whole amount of the principal and interest owing
and unpaid in respect of the Loans or Revolving Credit Exposure and all other
Obligations that are owing and unpaid and to file such other documents as may be
necessary or advisable in order to have the claims of the Lenders, Issuing Bank
and the Administrative Agent (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Lenders, Issuing Bank
and the Administrative Agent and its agents and counsel and all other amounts
due the Lenders, Issuing Bank and the Administrative Agent under Section 10.3) allowed
in such judicial proceeding; and

     

    (ii)          to
collect and receive any monies or other property payable or deliverable on any
such claims and to distribute the same; and


    
      
         


      

      
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    (b)           Any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Lender and the Issuing Bank to make such payments to the Administrative Agent
and, if the Administrative Agent shall consent to the making of such payments
directly to the Lenders and the Issuing Bank, to pay to the Administrative Agent
any amount due for the reasonable compensation, expenses, disbursements and
advances of the Administrative Agent and its agents and counsel, and any other
amounts due the Administrative Agent under Section
10.3.

     

    Nothing
contained herein shall be deemed to authorize the Administrative Agent to
authorize or consent to or accept or adopt on behalf of any Lender or the
Issuing Bank any plan of reorganization, arrangement, adjustment or composition
affecting the Obligations or the rights of any Lender or to authorize the
Administrative Agent to vote in respect of the claim of any Lender in any such
proceeding.

     

    Section
9.10.        Authorization
to Execute other Loan Documents.  Each Lender hereby authorizes
the Administrative Agent to execute on behalf of all Lenders all Loan Documents
other than this Agreement.

     

    Section
9.11         Documentation
Agent; Syndication Agent.  Each Lender hereby designates Bank
of North Georgia, a division of Synovus Bank, and The PrivateBank & Trust
Company as co-Documentation Agents and agrees that the co-Documentation Agents
shall have no duties or obligations under any Loan Documents to any Lender or
any Loan Party.  Each Lender hereby designates Fifth Third Bank, and
Ohio Banking Corporation, as Syndication Agent and agrees that the Syndication
Agent shall have no duties or obligations under any Loan Documents to any Lender
or any Loan Party.  In addition, each Lender hereby acknowledges and
agrees that any and all title designations, both on the Closing Date and at all
times thereafter, shall be in the Administrative Agent’s sole
discretion.

     

    ARTICLE
X

     

    MISCELLANEOUS

     

    Section
10.1.        Notices.

     

    (a)           Written
Notices.

     

     (i)           Except
in the case of notices and other communications expressly permitted to be given
by telephone, all notices and other communications to any party herein to be
effective shall be in writing and shall be delivered by hand or overnight
courier service, mailed by certified or registered mail or sent by telecopy, as
follows:

     

    
      
        
          
            	
                    To
      the Borrower:

                  	
                    EasyLink
      Services International Corporation

                  
	 
      	
                    6025
      The Corners Parkway, Suite 100

                  
	 
      	
                    Norcross,
      Georgia 30092

                  
	 
      	
                    Attn:  Mr.
      Glen Shipley, Chief Financial Officer

                  
	 
      	
                    Telecopy
      Number:  (678)
805-4800

                  


          

        

      

    
 

    
      
         


      

      
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                        With
      a copy to:

                      	
                        Troutman
      Sanders, LLP

                      
	 
      	
                        600
      Peachtree Street, N.E.

                      
	 
      	
                        Suite
      5200

                      
	 
      	
                        Atlanta,
      Georgia 30308

                      
	 
      	
                        Attention:
      Larry W. Shackelford, Esq.

                      
	 
      	
                        Telecopy
      Number: (404) 962-6548

                      
	 
      	 
      
	
                        To
      the Administrative Agent:

                      	
                        SunTrust
      Bank

                      
	 
      	
                        303
      Peachtree Street, N. E.

                      
	 
      	
                        24th
      Floor, MC 3956

                      
	 
      	
                        Atlanta,
      Georgia 30308

                      
	 
      	
                        Attn:  Keith
      Roberts, Director

                      
	 
      	
                        Telecopy
      Number:  (404) 230-5528

                      
	 
      	 
      
	
                        With
      a copy to:

                      	
                        SunTrust
      Bank

                      
	 
      	
                        Agency
      Services

                      
	 
      	
                        303
      Peachtree Street, N. E./ 25th
      Floor

                      
	 
      	
                        Atlanta,
      Georgia 30308

                      
	 
      	
                        Attn:
      Mr. Doug Weltz

                      
	 
      	
                        Telecopy
      Number: (404) 221-2001

                      
	 
      	 
      
	 
      	
                        and

                      
	 
      	 
      
	 
      	
                        SunTrust
      Bank

                      
	 
      	
                        25
      Park Place, 23rd
      Floor

                      
	 
      	
                        Atlanta,
      Georgia 30303

                      
	 
      	
                        Attn:  Ms.
      Sherry Harris, Senior Vice President

                      
	 
      	
                        Telecopy
      Number:  (404) 532-0417

                      
	 
      	 
      
	 
      	
                        and

                      
	 
      	 
      
	 
      	
                        Arnall
      Golden Gregory LLP

                      
	 
      	
                        171
      17th
      Street, N.W., Suite 2100

                      
	 
      	
                        Atlanta,
      Georgia 30363

                      
	 
      	
                        Attn:
      Ronald A. Weiner, Esq.

                      
	 
      	
                        Telecopy
      Number: (404) 873-8193

                      
	 
      	 
      
	
                        To
      the Issuing Bank:

                      	
                        SunTrust
      Bank

                      
	 
      	
                        25
      Park Place, N. E./Mail Code 3706

                      
	 
      	
                        16th
      Floor

                      
	 
      	
                        Atlanta,
      Georgia 30303

                      
	 
      	
                        Attn: Standby Letter of
      Credit Dept.

                      
	 
      	
                        Telecopy
      Number: (404) 588-8129

                      
	 
      	 
      
	
                        To
      the Swingline Lender:

                      	
                        SunTrust
      Bank

                      
	 
      	
                        Agency
      Services

                      
	 
      	
                        303
      Peachtree Street, N. E./ 25th
      Floor

                      
	 	Atlanta,
      Georgia 30308
	 	Attn:
      Mr. Doug Weltz
	 	Telecopy
      Number: (404)
221-2001


              

            

          

        

      

    


    
      
         


      

      
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                        To
      any other Lender:

                      	
                        the
      address set forth in the Administrative 

                        Questionnaire
      or the Assignment and Acceptance 

                        Agreement
      executed by such
Lender

                      


              

            

          

        

      

    

    


    Any party
hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto.  All
such notices and other communications shall, when transmitted by overnight
delivery, or faxed, be effective when delivered for overnight (next-day)
delivery, or transmitted in legible form by facsimile machine, respectively;
provided, that notices
delivered to the Administrative Agent, the Swingline Lender or the Issuing Bank
shall not be effective until actually received by such Person at its address
specified in this Section
10.1.

     

     (ii)           Any
agreement of the Administrative Agent, the Issuing Bank and the Lenders herein
to receive certain notices by telephone or facsimile is solely for the
convenience and at the request of the Borrower.  The Administrative
Agent, the Issuing Bank and the Lenders shall be entitled to rely on the
authority of any Person purporting to be a Person authorized by the Borrower to
give such notice and the Administrative Agent, the Issuing Bank and the Lenders
shall not have any liability to the Borrower or other Person on account of any
action taken or not taken by the Administrative Agent, the Issuing Bank and the
Lenders in reliance upon such telephonic or facsimile notice.  The
obligation of the Borrower to repay the Loans and all other Obligations
hereunder shall not be affected in any way or to any extent by any failure of
the Administrative Agent, the Issuing Bank and the Lenders to receive written
confirmation of any telephonic or facsimile notice or the receipt by the
Administrative Agent, the Issuing Bank and the Lenders of a confirmation which
is at variance with the terms understood by the Administrative Agent, the
Issuing Bank and the Lenders to be contained in any such telephonic or facsimile
notice.

     

    (b)           Electronic
Communications.

     

     (i)           Notices
and other communications to the Lenders and the Issuing Bank hereunder may be
delivered or furnished by electronic communication (including e-mail and
Internet or intranet websites) pursuant to procedures approved by Administrative
Agent, provided
that the foregoing shall not apply to notices to any Lender or the Issuing Bank
pursuant to Article
II unless such Lender, the Issuing Bank, as applicable, and
Administrative Agent have agreed to receive notices under such Section by
electronic communication and have agreed to the procedures governing such
communications.  Either Administrative Agent or Borrower may, in its
discretion, agree to accept notices and other communications to it hereunder by
electronic communications pursuant to procedures approved by it; provided that
approval of such procedures may be limited to particular notices or
communications.


    
      
         


      

      
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    (ii)           Unless
Administrative Agent otherwise prescribes, (i) notices and other communications
sent to an e-mail address shall be deemed received upon the sender’s receipt of
an acknowledgement from the intended recipient (such as by the “return receipt
requested” function, as available, return e-mail or other written
acknowledgement); provided that if such
notice or other communication is not sent during the normal business hours of
the recipient, such notice or communication shall be deemed to have been sent at
the opening of business on the next Business Day for the recipient, and (ii)
notices or communications posted to an Internet or intranet website shall be
deemed received upon the deemed receipt by the intended recipient at its e-mail
address as described in the foregoing clause (i) of notification that such
notice or communication is available and identifying the website address
therefor.

     

    Section
10.2.  Waiver;
Amendments.

     

    (a)           No
failure or delay by the Administrative Agent, the Issuing Bank or any Lender in
exercising any right or power hereunder or any other Loan Document, and no
course of dealing between the Borrower and the Administrative Agent or any
Lender, shall operate as
a waiver thereof, nor shall any single or partial exercise of any such right or
power or any abandonment or discontinuance of steps to enforce such right or
power, preclude any other or further exercise thereof or the exercise of any
other right or power hereunder or thereunder.  The rights and remedies
of the Administrative Agent, the Issuing Bank and the Lenders hereunder and
under the other Loan Documents are cumulative and are not exclusive of any
rights or remedies provided by law.  No waiver of any provision of
this Agreement or any other Loan Document or consent to any departure by the
Borrower therefrom shall in any event be effective unless the same shall be
permitted by paragraph (b) of this Section 10.2, and
then such waiver or consent shall be effective only in the specific instance and
for the purpose for which given.  Without limiting the generality of
the foregoing, the making of a Loan or the issuance of a Letter of Credit shall
not be construed as a waiver of any Default or Event of Default, regardless of
whether the Administrative Agent, any Lender or the Issuing Bank may have had
notice or knowledge of such Default or Event of Default at the
time.
 

    
      
         


      

      
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    (b)           No
amendment or waiver of any provision of this Agreement or the other Loan
Documents, nor consent to any departure by the Borrower therefrom, shall in any
event be effective unless the same shall be in writing and signed by the
Borrower and the Required Lenders or the Borrower and the Administrative Agent
with the consent of the Required Lenders and then such waiver or consent shall
be effective only in the specific instance and for the specific purpose for
which given; provided, that no
amendment or waiver shall: (i) increase the Commitment of any Lender without the
written consent of such Lender, (ii) increase the aggregate Commitments (other
than with respect to any Additional Commitment Amounts, which shall not be
deemed an increase of the Commitments for purposes of this Section 10.2) of the
Lenders without the written consent of all Lenders, (iii) reduce the principal
amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or
reduce any fees payable hereunder, without the written consent of each Lender
affected thereby, (iv) postpone the date fixed for any payment of any
principal of, or interest on, any Loan or LC Disbursement or interest thereon or
any fees hereunder or reduce the amount of, waive or excuse any such payment, or
postpone the scheduled date for the termination or reduction of any Commitment,
without the written consent of each Lender affected thereby, (v) change Section 2.21(b) or
(c) in a manner that would alter the pro rata sharing of payments
required thereby, without the written consent of each Lender, (vi) change any of
the provisions of this Section 10.2 or the
definition of “Required Lenders” or any other provision hereof specifying the
number or percentage of Lenders which are required to waive, amend or modify any
rights hereunder or make any determination or grant any consent hereunder,
without the consent of each Lender; (vii) release all or substantially all of
the guarantors or limit the liability of all or substantially all of the
guarantors under any guaranty agreement, without the written consent of each
Lender; (viii) release all or substantially all collateral (if any) securing any
of the Obligations or agree to subordinate any Lien in such collateral to any
other creditor of the Borrower or any Subsidiary, without the written consent of
each Lender; provided
further, that no such agreement shall amend, modify or otherwise affect
the rights, duties or obligations of the Administrative Agent, the Swingline
Lender or the Issuing Bank without the prior written consent of such
Person.  Notwithstanding anything to the contrary herein, no
Defaulting Lender shall have any right to approve or disapprove any amendment,
waiver or consent hereunder, except that the Commitment of such Lender may not
be increased or extended without the consent of such
Lender.  Notwithstanding anything contained herein to the contrary,
this Agreement may be amended and restated without the consent of any Lender
(but with the consent of the Borrower and the Administrative Agent) if, upon
giving effect to such amendment and restatement, such Lender shall no longer be
a party to this Agreement (as so amended and restated), the Commitments of such
Lender shall have terminated (but such Lender shall continue to be entitled to
the benefits of Sections 2.18, 2.19, 2.20 and 10.3), such Lender
shall have no other commitment or other obligation hereunder and shall have been
paid in full all principal, interest and other amounts owing to it or accrued
for its account under this Agreement.

     

    Section
10.3.   Expenses;
Indemnification.

     

    (a)           The
Borrower shall pay (i) all reasonable and documented out-of-pocket costs and
expenses of the Administrative Agent and its Affiliates, including the reasonable and
documented fees, charges and disbursements of counsel for the Administrative
Agent and its Affiliates, in connection with the syndication of the credit
facilities provided for herein, the preparation and administration of the Loan
Documents and any amendments, modifications or waivers thereof (whether or not
the transactions contemplated in this Agreement or any other Loan Document shall
be consummated), (ii) all reasonable and documented out-of-pocket expenses
incurred by the Issuing Bank in connection with the issuance, amendment, renewal
or extension of any Letter of Credit or any demand for payment thereunder and
(iii) all reasonable and documented out-of-pocket costs and expenses (including,
without limitation, the reasonable and documented fees, charges and
disbursements of outside counsel and the allocated cost of inside counsel)
actually incurred by the Administrative Agent, the Issuing Bank or any Lender
(including the Swingline Lender) in connection with the enforcement or
protection of its rights in connection with this Agreement, including its rights
under this Section
10.3, or in connection with the Loans made or any Letters of Credit
issued hereunder, including all such reasonable and documented out-of-pocket
expenses incurred during any workout, restructuring or negotiations in respect
of such Loans or Letters of Credit.
 

    
      
         


      

      
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    (b)           The
Borrower shall indemnify the Administrative Agent (and any sub-agent thereof),
each Lender (including the Swingline Lender) and the Issuing Bank, and each
Related Party of any of the foregoing Persons (each such Person being called an
“Indemnitee”)
against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses (including the reasonable and
documented fees, charges and disbursements of any counsel for any Indemnitee),
and shall indemnify and hold harmless each Indemnitee from all fees and time
charges and disbursements for attorneys who may be employees of any Indemnitee,
incurred by any Indemnitee or asserted against any Indemnitee by any third party
or by the Borrower or any other Loan Party arising out of, in connection with,
or as a result of (i) the execution or delivery of this Agreement, any other
Loan Document or any agreement or instrument contemplated hereby or thereby, the
performance by the parties hereto of their respective obligations hereunder or
thereunder or the consummation of the transactions contemplated hereby or
thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the
proceeds therefrom (including any refusal by the Issuing Bank to honor a demand
for payment under a Letter of Credit if the documents presented in connection
with such demand do not strictly comply with the terms of such Letter of
Credit), (iii) any actual or alleged presence or Release of Hazardous Materials
on or from any property owned or operated by the Borrower or any of its
Subsidiaries, or any Environmental Liability related in any way to the Borrower
or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory, whether brought by a third party or by the
Borrower or any other Loan Party, and regardless of whether any Indemnitee is a
party thereto, provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses are determined by a
court of competent jurisdiction by final and nonappealable judgment to have
resulted from (x) the gross negligence or willful misconduct of such Indemnitee
or (y) a claim brought by the Borrower or any other Loan Party against an
Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or
under any other Loan Document.  No Indemnitee shall be liable for any
damages arising from the use by others of any information or other materials
obtained through Syntrak or any other Internet or intranet website, except as a
result of such Indemnitee’s gross negligence or willful misconduct as determined
by a court of competent jurisdiction in a final and nonappealable
judgment.

     

    (c)           The
Borrower shall pay, and hold the Administrative Agent, the Issuing Bank and each
of the Lenders harmless from and against, any and all present and future stamp,
documentary, and other similar taxes with respect to this Agreement and any
other Loan Documents, any Collateral described therein, or any payments due
thereunder, and save the Administrative Agent, the Issuing Bank and each Lender
harmless from and against any and all liabilities with respect to or resulting
from any delay or omission to pay such taxes.

     

    (d)           To
the extent that the Borrower fails to pay any amount required to be paid to the
Administrative Agent, the Issuing Bank or the Swingline Lender under clauses
(a), (b) or (c) hereof, each Lender severally agrees to pay to the
Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may
be, such Lender’s Pro Rata Share (determined as of the time that the
unreimbursed expense or indemnity payment is sought) of such unpaid amount;
provided, that
the unreimbursed expense or indemnified payment, claim, damage, liability or
related expense, as the case may be, was incurred by or asserted against the
Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity
as such.

     

    
      
         


      

      
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    (e)           To
the extent permitted by applicable law, the Borrower shall not assert, and
hereby waives, any claim against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to actual or
direct damages) arising out of, in connection with or as a result of, this
Agreement or any agreement or instrument contemplated hereby, the transactions
contemplated therein, any Loan or any Letter of Credit or the use of proceeds
thereof.

     

    (f)           All
amounts due under this Section 10.3 shall be
payable promptly after written demand therefor.

     

    Section
10.4.  Successors
and Assigns.

     

    (a)           The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted hereby,
except that the Borrower may not assign or otherwise transfer any of its rights
or obligations hereunder without the prior written consent of the Administrative
Agent and each Lender, and no Lender may assign or otherwise transfer any of its
rights or obligations hereunder except (i) to an assignee in accordance with the
provisions of paragraph (b) of this Section, (ii) by way of participation in
accordance with the provisions of paragraph (d) of this Section or (iii) by way
of pledge or assignment of a security interest subject to the restrictions of
paragraph (f) of this Section (and any other attempted assignment or transfer by
any party hereto shall be null and void).  Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than
the parties hereto, their respective successors and assigns permitted hereby,
Participants to the extent provided in paragraph (d) of this Section and, to the
extent expressly contemplated hereby, the Related Parties of each of the
Administrative Agent and the Lenders) any legal or equitable right, remedy or
claim under or by reason of this Agreement.

     

    (b)           Any
Lender may at any time assign to one or more assignees all or a portion of its
rights and obligations under this Agreement (including all or a portion of its
Commitments, Loans, and other Revolving Credit Exposure at the time owing to
it); provided
that any such assignment shall be subject to the following
conditions:

     

    (i)  Minimum
Amounts.

     

    (A) in
the case of an assignment of the entire remaining amount of the assigning
Lender’s Commitments, Loans and other Revolving Credit Exposure at the time
owing to it or in the case of an assignment to a Lender, an Affiliate of a
Lender or an Approved Fund, no minimum amount need be assigned; and

     

    (B) in
any case not described in paragraph (b)(i)(A) of this Section, the aggregate
amount of the Commitment (which for this purpose includes Loans and Revolving
Credit Exposure outstanding thereunder) or, if the applicable Commitment is not
then in effect, the principal outstanding balance of the Loans and Revolving
Credit Exposure of the assigning Lender subject to each such assignment
(determined as of the date the Assignment and Acceptance with respect to such
assignment is delivered to the Administrative Agent or, if “Trade Date” is
specified in the Assignment and Acceptance, as of the Trade Date) shall not be
less than $1,000,000, and thereafter in minimum increments of $1,000,000, unless
each of the Administrative Agent and, so long as no Event of Default has
occurred and is continuing, the Borrower otherwise consents (each such consent
not to be unreasonably withheld or delayed).


    
      
         


      

      
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    (ii)  Proportionate
Amounts.  Each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender’s rights and
obligations under this Agreement with respect to the Loans, other Revolving
Credit Exposure or the Commitments assigned.

     

    (iii)  Required
Consents.  No consent shall be required for any assignment
except to the extent required by paragraph (b)(i)(B) of this Section and, in
addition:

     

    (A) the
consent of the Borrower (such consent not to be unreasonably withheld or
delayed) shall be required unless (x) an Event of Default has occurred and is
continuing at the time of such assignment or (y) such assignment is to a Lender,
an Affiliate of a Lender or an Approved Fund;

     

    (B) the
consent of the Administrative Agent (such consent not to be unreasonably
withheld or delayed) shall be required for assignments to a Person that is not a
Lender with a Commitment; and

     

    (C) the
consent of the Issuing Bank (such consent not to be unreasonably withheld or
delayed) shall be required for any assignment that increases the obligation of
the assignee to participate in exposure under one or more Letters of Credit
(whether or not then outstanding), and the consent of the Swingline Lender (such
consent not to be unreasonably withheld or delayed) shall be required for any
assignment in respect of the Revolving Commitments.

     

    (iv)  Assignment and
Acceptance.  The parties to each assignment shall deliver to
the Administrative Agent (A) a duly executed Assignment and Acceptance, (B) a
processing and recordation fee of $3,500, (C) an Administrative Questionnaire
unless the assignee is already a Lender and (D) the documents required under
Section 2.20 if
such assignee is a Foreign Lender.

     

    (v)  No Assignment to
Borrower.  No such assignment shall be made to the Borrower or
any of the Borrower’s Affiliates or Subsidiaries.

     

    (vi)  No Assignment to Natural
Persons.  No such assignment shall be made to a natural
person.

     

    
      
         


      

      
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    Subject
to acceptance and recording thereof by the Administrative Agent pursuant to
paragraph (c) of this Section 10.4, from
and after the effective date specified in each Assignment and Acceptance, the
assignee thereunder shall be a party to this Agreement and, to the extent of the
interest assigned by such Assignment and Acceptance, have the rights and
obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and
Acceptance, be released from its obligations under this Agreement (and, in the
case of an Assignment and Acceptance covering all of the assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto) but shall continue to be entitled to the benefits of
Sections 2.18, 2.19, 2.20 and 10.3 with respect to
facts and circumstances occurring prior to the effective date of such
assignment.  Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this paragraph shall
be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with paragraph (d) of
this Section
10.4.  If the consent of the Borrower to an assignment is
required hereunder (including a consent to an assignment which does not meet the
minimum assignment thresholds specified above), the Borrower shall be deemed to
have given its consent five Business Days after the date notice thereof has
actually been delivered by the assigning Lender (through the Administrative
Agent) to the Borrower, unless such consent is expressly refused by the Borrower
prior to such fifth Business Day.

     

    (c)           The
Administrative Agent, acting solely for this purpose as an agent of the
Borrower, shall maintain at one of its offices in Atlanta, Georgia a copy of
each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amount of the Loans and Revolving Credit Exposure owing to, each
Lender pursuant to the terms hereof from time to time (the “Register”).  Information
contained in the Register with respect to any Lender shall be available for
inspection by such Lender at any reasonable time and from time to time upon
reasonable prior notice; information contained in the Register shall also be
available for inspection by the Borrower at any reasonable time and from time to
time upon reasonable prior notice.  In establishing and maintaining
the Register, Administrative Agent shall serve as Company’s agent solely for tax
purposes and solely with respect to the actions described in this Section, and
the Borrower hereby agrees that, to the extent SunTrust Bank serves in such
capacity, SunTrust Bank and its officers, directors, employees, agents,
sub-agents and affiliates shall constitute “Indemnitees.”

     

    (d)           Any
Lender may at any time, without the consent of, or notice to, the Borrower, the
Administrative Agent, the Swingline Lender or the Issuing Bank sell
participations to any Person (other than a natural person, the Borrower or any
of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all
or a portion of such Lender’s rights and/or obligations under this Agreement
(including all or a portion of its Commitment and/or the Loans owing to it);
provided that
(i) such Lender’s obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (iii) the Borrower, the
Administrative Agent, the Lenders, the Issuing Bank and the Swingline Lender
shall continue to deal solely and directly with such Lender in connection with
such Lender’s rights and obligations under this Agreement.

     

    
      
         


      

      
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    (e)           Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of
any  provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver with
respect to the following to the extent affecting such
Participant:  (i) increase the Commitment of any Lender without the
written consent of such Lender, (ii) reduce the principal amount of any Loan or
LC Disbursement or reduce the rate of interest thereon, or reduce any fees
payable hereunder, without the written consent of each Lender affected thereby,
(iii) postpone the date fixed for any payment of any principal of, or interest
on, any Loan or LC Disbursement or interest thereon or any fees hereunder or
reduce the amount of, waive or excuse any such payment, or postpone the
scheduled date for the termination or reduction of any Commitment, without the
written consent of each Lender affected thereby, (iv) change Section 2.21(b) or
(c) in a manner that would alter the pro rata sharing of payments
required thereby, without the written consent of each Lender, (v) change any of
the provisions of this Section 10.4 or the
definition of “Required Lenders” or any other provision hereof specifying the
number or percentage of Lenders which are required to waive, amend or modify any
rights hereunder or make any determination or grant any consent hereunder,
without the consent of each Lender; (vi) release any guarantor or limit the
liability of any such guarantor under any guaranty agreement without the written
consent of each Lender except to the extent such release is expressly provided
under the terms of such guaranty agreement; or (vii) release all or
substantially all collateral (if any) securing any of the
Obligations.  Subject to paragraph (e) of this Section 10.4, the
Borrower agrees that each Participant shall be entitled to the benefits of
Sections 2.18,
2.19, and 2.20 to the same
extent as if it were a Lender and had acquired its interest by assignment
pursuant to paragraph (b) of this Section
10.4.  To the extent permitted by law, each Participant also
shall be entitled to the benefits of Section 10.7 as
though it were a Lender, provided such Participant agrees to be subject to Section 2.21 as
though it were a Lender.

     

    (f)           A
Participant shall not be entitled to receive any greater payment under Section 2.18 and
Section 2.20
than the applicable Lender would have been entitled to receive with respect to
the participation sold to such Participant, unless the sale of the participation
to such Participant is made with the Borrower’s prior written
consent.  A Participant that would be a Foreign Lender if it were a
Lender shall not be entitled to the benefits of Section 2.20 unless the Borrower is
notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Borrower, to comply with Section 2.20(e) as
though it were a Lender.

     

    (g)           Any
Lender may at any time pledge or assign a security interest in all or any
portion of its rights under this Agreement to secure obligations of such Lender,
including without limitation any pledge or assignment to secure obligations to a
Federal Reserve Bank; provided that no such
pledge or assignment shall release such Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party
hereto.

     

    Section
10.5.  Governing Law; Jurisdiction;
Consent to Service of Process.

     

    (a)           This
Agreement and the other Loan Documents shall be construed in accordance with and
be governed by the law (without giving effect to the conflict of law principles
thereof of the State of Georgia.

     

    (b)           The
Borrower hereby irrevocably and unconditionally submits, for itself and its
property, to the exclusive jurisdiction of the United States District Court of
the Northern District of Georgia, and the Business Case Division of the Fulton
County Superior Court located in Atlanta, Georgia, and of the Business Case
Division of the Fulton County Superior Court located in Atlanta, Georgia and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or any other Loan Document or the transactions
contemplated hereby or thereby, or for recognition or enforcement of any
judgment, and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard
and determined in such Fulton County Superior Court, or, to the extent permitted
by applicable law, such Federal court.  Each of the parties hereto
agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law.  Nothing in this Agreement or any
other Loan Document shall affect any right that any party hereto may otherwise
have to bring any action or proceeding relating to this Agreement or any other
Loan Document against any other party hereto or its properties in the courts of
any jurisdiction.

     

    
      
         


      

      
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    (c)           The
Borrower irrevocably and unconditionally waives any objection which it
may now or hereafter have to the laying of venue of any such suit, action
or proceeding described in paragraph (b) of this Section 10.5 and
brought in any court referred to in paragraph (b) of this Section
10.5.  Each of the parties hereto irrevocably waives, to the
fullest extent permitted by applicable law, the defense of an inconvenient forum
to the maintenance of such action or proceeding in any such court.

     

    (d)           Each
party to this Agreement irrevocably consents to the service of process in the
manner provided for notices in Section
10.1.  Nothing in this Agreement or in any other Loan Document
will affect the right of any party hereto to serve process in any other manner
permitted by law.

     

    Section
10.6.  WAIVER OF
JURY TRIAL.  EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

     

    Section
10.7.   Right of
Setoff.  In addition to any rights now or hereafter granted
under applicable law and not by way of limitation of any such rights, each
Lender and the Issuing Bank shall have the right, at any time or from time to
time upon the occurrence and during the continuance of an Event of Default,
without prior notice to the Borrower, any such notice being expressly waived by
the Borrower to the extent permitted by applicable law, to set off and apply
against all deposits (general or special, time or demand, provisional or final)
of the Borrower at any time held or other obligations at any time owing by such
Lender and the Issuing Bank to or for the credit or the account of the Borrower
against any and all Obligations held by such Lender or the Issuing Bank, as the
case may be, irrespective of whether such Lender or the Issuing Bank shall have
made demand hereunder and although such Obligations may be
unmatured.  Each Lender and the Issuing Bank agree promptly to notify
the Administrative Agent and the Borrower after any such set-off and any
application made by such Lender and the Issuing Bank, as the case may be; provided, that the
failure to give such notice shall not affect the validity of such set-off and
application.  Each Lender and the Issuing Bank agrees to apply all
amounts collected from any such set-off to the Obligations before applying such
amounts to any other Indebtedness or other obligations owed by the Borrower and
any of its Subsidiaries to such Lender or Issuing Bank.

     

    
      
         


      

      
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    Section
10.8.   Counterparts;
Integration.  This Agreement may be executed by one or more of
the parties to this Agreement on any number of separate counterparts (including
by telecopy), and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.  This Agreement, the Fee
Letter, the other Loan Documents, and any separate letter agreement(s) relating
to any fees payable to the Administrative Agent and its Affiliates constitute
the entire agreement among the parties hereto and thereto and their affiliates
regarding the subject matters hereof and thereof and supersede all prior
agreements and understandings, oral or written, regarding such subject
matters.  Delivery of an executed counterpart to this Agreement or any
other Loan Document by facsimile transmission or by electronic mail in pdf form
shall be as effective as delivery of a manually executed counterpart
hereof.

     

    Section
10.9.   Survival.  All
covenants, agreements, representations and warranties made by the Borrower
herein and in the certificates or other instruments delivered in connection with
or pursuant to this Agreement shall be considered to have been relied upon by
the other parties hereto and shall survive the execution and delivery of this
Agreement and the making of any Loans and issuance of any Letters of Credit,
regardless of any investigation made by any such other party or on its behalf
and notwithstanding that the Administrative Agent, the Issuing Bank or any
Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any fee or any other amount payable under this
Agreement is outstanding and unpaid or any Letter of Credit is outstanding and
so long as the Commitments have not expired or terminated.  The
provisions of Sections
2.18, 2.19, 2.20, and 10.3 and Article IX shall
survive and remain in full force and effect regardless of the consummation of
the transactions contemplated hereby, the repayment of the Loans, the expiration
or termination of the Letters of Credit and the Commitments or the termination
of this Agreement or any provision hereof.  All representations and
warranties made herein, in the certificates, reports, notices, and other
documents delivered pursuant to this Agreement shall survive the execution and
delivery of this Agreement and the other Loan Documents, and the making of the
Loans and the issuance of the Letters of Credit.

     

    Section
10.10. Severability.  Any
provision of this Agreement or any other Loan Document held to be illegal,
invalid or unenforceable in any jurisdiction, shall, as to such jurisdiction, be
ineffective to the extent of such illegality, invalidity or unenforceability
without affecting the legality, validity or enforceability of the remaining
provisions hereof or thereof; and the illegality, invalidity or unenforceability
of a particular provision in a particular jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

     

    
      
         


      

      
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    Section
10.11. Confidentiality.  Each
of the Administrative Agent, the Issuing Bank and the Lenders agrees to take
normal and reasonable precautions to maintain the confidentiality of any
information relating to the Borrower or any of its Subsidiaries or any of their
respective businesses, to the extent designated in writing as confidential and
provided to it by the Borrower or any Subsidiary, other than any such
information that is available to the Administrative Agent, the Issuing Bank or
any Lender on a nonconfidential basis prior to disclosure by the Borrower or any
of its Subsidiaries, except that such information may be disclosed (i) to any
Related Party of the Administrative Agent, the Issuing Bank or any such Lender
including without limitation accountants, legal counsel and other advisors, (ii)
to the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (iii) to the extent requested by any regulatory agency or
authority purporting to have jurisdiction over it (including any self-regulatory
authority such as the National Association of Insurance Commissioners), (iv) to
the extent that such information becomes publicly available other than as a
result of a breach of this Section 10.11, or
which becomes available to the Administrative Agent, the Issuing Bank, any
Lender or any Related Party of any of the foregoing on a non-confidential basis
from a source other than the Borrower, (v) in connection with the exercise of
any remedy hereunder or under any other Loan Documents or any suit, action or
proceeding relating to this Agreement or any other Loan Documents or the
enforcement of rights hereunder or thereunder, (vii) subject to an agreement
containing provisions substantially the same as those of this Section 10.11, to (A)
any assignee of or Participant in, or any prospective assignee of or Participant
in, any of its rights or obligations under this Agreement, or (B) any actual or
prospective party (or its Related Parties) to any swap or derivative or similar
transaction under which payments are to be made by reference to the Borrower and
its obligations, this Agreement or payments hereunder, (viii) any rating agency,
(ix) the CUSIP Service Bureau or any similar organization, or (x) with the
consent of the Borrower.  Any Person required to maintain the
confidentiality of any information as provided for in this Section 10.11 shall
be considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
information as such Person would accord its own confidential
information.

     

    Section
10.12. Interest
Rate Limitation.  Notwithstanding anything herein to the
contrary, if at any time the interest rate applicable to any Loan, together with
all fees, charges and other amounts which may be treated as interest on such
Loan under applicable law (collectively, the “Charges”), shall
exceed the maximum lawful rate of interest (the “Maximum Rate”) which
may be contracted for, charged, taken, received or reserved by a Lender holding
such Loan in accordance with applicable law, the rate of interest payable in
respect of such Loan hereunder, together with all Charges payable in respect
thereof, shall be limited to the Maximum Rate and, to the extent lawful, the
interest and Charges that would have been payable in respect of such Loan but
were not payable as a result of the operation of this Section 10.12 shall
be cumulated and the interest and Charges payable to such Lender in respect of
other Loans or periods shall be increased (but not above the Maximum Rate
therefor) until such cumulated amount, together with interest thereon at the
Federal Funds Rate to the date of repayment (to the extent permitted by
applicable law), shall have been received by such Lender.

     

    Section
10.13. Waiver of
Effect of Corporate Seal.  The
Borrower represents and warrants that neither it nor any other Loan Party is
required to affix its corporate seal to this Agreement or any other Loan
Document pursuant to any requirement of law or regulation, agrees that this
Agreement is delivered by Borrower under seal and waives any shortening of the
statute of limitations that may result from not affixing the corporate seal to
this Agreement or such other Loan Documents.

     


    
      
         


      

      
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    Section
10.14. Patriot
Act. The
Administrative Agent and each Lender hereby notifies the Loan Parties that
pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)) (the “Patriot Act”), it is
required to obtain, verify and record information that identifies each Loan
Party, which information includes the name and address of such Loan Party and
other information that will allow such Lender or the Administrative Agent, as
applicable, to identify such Loan Party in accordance with the Patriot
Act.

     

    (signatures
on following page)
 

    
      
         


      

      
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    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed under seal, in the case of the Borrower, by their respective authorized
officers as of the day and year first above written.

     

    
      
        	 
      	
                EASYLINK
      SERVICES INTERNATIONAL

                CORPORATION,
      a Delaware corporation

              
	 
      	 
      	 
      
	 
      	
                By

              	
                /s/ Thomas J. Stallings

              
	 
      	
                Name: 

              	
                Thomas J. Stallings

              
	 
      	
                Title:

              	
                Chief Executive Officer

              
	 
      	 
      	 
      
	 
      	
                [SEAL]

              
	 
      	 
      	 
      
	 
      	
                SUNTRUST
      BANK, as Administrative Agent, as

                Issuing
      Bank, as Swingline Lender and as a Lender

              
	 
      	 
      	 
      
	 
      	
                By

              	
                /s/ Sherry D. Harris

              
	 
      	
                Name:

              	
                Sherry D. Harris

              
	 
      	
                Title:

              	
                Senior
VP

              


      

    


    
      
         


      

      
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                FIFTH
      THIRD BANK, an Ohio Banking

                Corporation,
      as Syndication Agent and as a Lender

              
	 
      	 
      	 
      
	 
      	
                By

              	
                /s/ Zennie W. Lynch Jr.

              
	 
      	
                Name: 

              	
                Zennie W. Lynch Jr.

              
	 
      	
                Title:

              	
                Vice
President

              


      

    


    
      
         


      

      
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                BANK
      OF NORTH GEORGIA, a division of

                Synovus
      Bank, as a co-Documentation Agent and as

                a
      Lender

              
	 
      	 
      	 
      
	 
      	
                By

              	
                /s/ W. Benjamin Shaw

              
	 
      	
                Name: 

              	
                W. Benjamin Shaw

              
	 
      	
                Title:

              	
                Commercial
Banker

              


      

    


    
      
         


      

      
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                THE
      PRIVATEBANK & TRUST COMPANY, as a

                co-Documentation
      Agent and as a Lender

              
	 
      	 
      	 
      
	 
      	
                By

              	
                /s/ Tim Roberts

              
	 
      	
                Name: 

              	
                Tim Roberts

              
	 
      	
                Title:

              	
                Associate Managing
  Director

              


      

    


    
      
         


      

      
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                ATLANTIC
      CAPITAL BANK, as a Lender

              
	 
      	 
      	 
      
	 
      	
                By

              	
                /s/ H. Glenn Little

              
	 
      	
                Name: 

              	
                H. Glenn Little

              
	 
      	
                Title:

              	
                SVP

              


      

    


    
      
         


      

      
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                HSBC
      BANK USA, NA, as a Lender

              
	 
      	 
      	 
      
	 
      	
                By

              	
                /s/ Shawn Alexander

              
	 
      	
                Name: 

              	
                Shawn Alexander

              
	 
      	
                Title:

              	
                Vice
President

              


      

    


    
      
         


      

      
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