EXHIBIT
10.7

     

    Execution
Version

     

    SUBSIDIARY GUARANTY
AGREEMENT

     

    THIS
SUBSIDIARY GUARANTY AGREEMENT (this “Agreement”), dated as
of October 21, 2010, by and among EASYLINK SERVICES INTERNATIONAL CORPORATION, a
Delaware corporation (the “Borrower”), each of
the subsidiaries of the Borrower listed on Schedule I
hereto (each such subsidiary individually, a “Guarantor” and
collectively, the “Guarantors”) and
SUNTRUST BANK, in its capacity as administrative agent (the “Administrative
Agent”) for the several banks and other financial institutions and
lenders (the “Lenders”) from time
to time party to the Revolving Credit and Term Loan Agreement, dated as of the
date hereof, by and among the Borrower, the Lenders and SunTrust Bank, as the
Administrative Agent for the Lenders, as the Issuing Bank and as the Swingline
Lender (as amended, restated, supplemented or otherwise modified from time to
time, the “Credit
Agreement”; capitalized terms used herein and not otherwise defined
herein shall the meanings assigned to such terms in the Credit
Agreement).

    


    WITNESSETH:

    


    WHEREAS, pursuant to the
Credit Agreement, the Lenders have agreed to establish a revolving credit
facility in favor of and to extend term loans to the Borrower;

     

    WHEREAS, each of the
Guarantors is a direct or indirect Subsidiary of the Borrower and will derive
substantial benefit from the making of Loans by the Lenders and the issuance of
Letters of Credit by the Issuing Bank; and

     

    WHEREAS, it is a condition
precedent to the obligations of the Administrative Agent, the Issuing Bank, the
Swingline Lender and the Lenders under the Credit Agreement that each Guarantor
execute and deliver to the Administrative Agent a Subsidiary Guaranty Agreement
in the form hereof, and each Guarantor wishes to fulfill said condition
precedent.

     

    NOW, THEREFORE, in order to
induce the Lenders to extend the Loans and the Issuing Bank to issue Letters of
Credit and to make the financial accommodations as provided for in the Credit
Agreement and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


    
      
         


      

      
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    Section
1.  Guarantee.  Each
Guarantor unconditionally guarantees, jointly with the other Guarantors and
severally, as a primary obligor and not merely as a surety, (i) the due and
punctual payment of all Obligations including, without limitation, (A) the
principal of and premium, if any, and interest (including interest accruing
during the pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such proceeding) on
the Loans, when and as due, whether at maturity, by acceleration, upon one or
more dates set for prepayment or otherwise, (B) each payment required to be
made by the Borrower under the Credit Agreement in respect of any Letter of
Credit, when and as due, including payments in respect of reimbursement or
disbursements, interest thereon and obligations to provide cash collateral,
(C) all monetary obligations incurred in connection with purchasing cards,
corporate credit cards or similar extensions of credit between any Loan Party
and any Lender or Affiliate of any Lender, and (D) all other monetary
obligations, including fees, costs, expenses and indemnities, whether primary,
secondary, direct, contingent, fixed or otherwise (including monetary
obligations incurred during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding), of the Loan Parties to the Administrative Agent
and the Lenders under the Credit Agreement and the other Loan Documents,
(ii) the due and punctual performance of all covenants, agreements,
obligations and liabilities of the Loan Parties under or pursuant to the Credit
Agreement and the other Loan Documents; (iii) the due and punctual payment
and performance of all obligations of the Borrower, monetary or otherwise, under
any Hedging Transaction relating to the Obligations entered into with a
counterparty that was a Lender or an Affiliate of a Lender at the time such
Hedging Transaction was entered into; and (iv) the due and punctual payment and
performance of all Treasury Management Obligations of the Borrower, monetary or
otherwise, entered into with a Lender or an Affiliate of a Lender at the time
the related treasury or cash management services agreement was entered into (all
the monetary and other obligations referred to in the preceding
clauses (i) through (iv) being collectively called the “Guaranteed
Obligations”).  Each Guarantor further agrees that the
Guaranteed Obligations may be extended or renewed, in whole or in part, without
notice to or further assent from such Guarantor, and that such Guarantor will
remain bound upon its guarantee notwithstanding any extension or renewal of any
Guaranteed Obligations.

     

    Section
2.  Obligations
Not Waived.  To the fullest extent permitted by applicable law,
each Guarantor waives presentment or protest to, demand of or payment from the
other Loan Parties of any of the Guaranteed Obligations, and also waives notice
of acceptance of its guarantee and notice of protest for
nonpayment.  To the fullest extent permitted by applicable law, the
obligations of each Guarantor hereunder shall not be affected by (i) the
failure of the Administrative Agent or any Lender to assert any claim or demand
or to enforce or exercise any right or remedy against the Borrower or any other
Guarantor under the provisions of the Credit Agreement, any other Loan Document
or otherwise, (ii) any rescission, waiver, amendment or modification of, or
any release from any of the terms or provisions of, this Agreement, any other
Loan Document, any guarantee or any other agreement, including with respect to
any other Guarantor under this Agreement, or (iii) the failure to perfect
any security interest in, or the release of, any of the security held by or on
behalf of the Administrative Agent or any Lender.

     

    Section
3.  Guarantee
of Payment.  Each Guarantor further agrees that its guarantee
constitutes a guarantee of payment when due and not of collection, and waives
any right to require that any resort be had by the Administrative Agent or any
Lender to any of the security held for payment of the Guaranteed Obligations or
to any balance of any deposit account or credit on the books of the
Administrative Agent or any Lender in favor of the Borrower or any other
Person.

     

    
      
         


      

      
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    Section
4.  No
Discharge or Diminishment of Guarantee.  The obligations of
each Guarantor hereunder shall not be subject to any reduction, limitation,
impairment or termination for any reason (other than to the extent of
indefeasible payment in cash of the Guaranteed Obligations), including any claim
of waiver, release, surrender, alteration or compromise of any of the Guaranteed
Obligations, and shall not be subject to any defense or setoff, counterclaim,
recoupment or termination whatsoever by reason of the invalidity, illegality or
unenforceability of the Guaranteed Obligations or otherwise.  Without
limiting the generality of the foregoing, the obligations of each Guarantor
hereunder shall not be discharged or impaired or otherwise affected by the
failure of the Administrative Agent or any Lender to assert any claim or demand
or to enforce any remedy under the Credit Agreement, any other Loan Document or
any other agreement, by any waiver or modification of any provision of any
thereof, by any default, failure or delay, willful or otherwise, in the
performance of the Guaranteed Obligations, or by any other act or omission that
may or might in any manner or to the extent vary the risk of any Guarantor or
that would otherwise operate as a discharge of each Guarantor as a matter of law
or equity (other than the indefeasible payment in full in cash of all the
Obligations).

     

    Section
5.  Defenses
of Borrower Waived.  To the fullest extent permitted by
applicable law, each Guarantor waives any defense based on or arising out of any
defense of any Loan Party or the unenforceability of the Guaranteed Obligations
or any part thereof from any cause, or the cessation from any cause of the
liability of any Loan Party, other than the final and indefeasible payment in
full in cash of the Guaranteed Obligations.  The Administrative Agent
and the Lenders may, at their election following the occurrence and during the
continuance of an Event of Default, foreclose on any security held by one or
more of them by one or more judicial or nonjudicial sales, accept an assignment
of any such security in lieu of foreclosure, compromise or adjust any part of
the Guaranteed Obligations, make any other accommodation with any other Loan
Party or any other guarantor, without affecting or impairing in any way the
liability of any Guarantor hereunder except to the extent the Guaranteed
Obligations have been fully, finally and indefeasibly paid in
cash.  Pursuant to applicable law, each Guarantor waives any defense
arising out of any such election even though such election operates, pursuant to
applicable law, to impair or to extinguish any right of reimbursement or
subrogation or other right or remedy of such Guarantor against the Borrower or
any other Guarantor or guarantor, as the case may be, or any
security.

     

    Section
6.  Agreement
to Pay; Subordination.  In furtherance of the foregoing and not
in limitation of any other right that the Administrative Agent or any Lender has
at law or in equity against any Guarantor by virtue hereof, upon the failure of
the Borrower or any other Loan Party to pay any Obligation when and as the same
shall become due, whether at maturity, by acceleration, after notice of
prepayment or otherwise, each Guarantor hereby promises to and will forthwith
pay, or cause to be paid, to the Administrative Agent for the benefit of the
Lenders in cash the amount of such unpaid Obligation.  Upon payment by
any Guarantor of any sums to the Administrative Agent, all rights of such
Guarantor against any Loan Party arising as a result thereof by way of right of
subrogation, contribution, reimbursement, indemnity or otherwise shall in all
respects be subordinate and junior in right of payment to the prior indefeasible
payment in full in cash of all the Guaranteed Obligations.  In
addition, any indebtedness of any Loan Party now or hereafter held by any
Guarantor is hereby subordinated in right of payment to the prior payment in
full in cash of the Guaranteed Obligations.  If any amount shall
erroneously be paid to any Guarantor on account of (i) such subrogation,
contribution, reimbursement, indemnity or similar right or (ii) any such
indebtedness of any Loan Party, such amount shall be held in trust for the
benefit of the Administrative Agent and the Lenders and shall forthwith be paid
to the Administrative Agent to be credited against the payment of the Guaranteed
Obligations, whether matured or unmatured, in accordance with the terms of the
Loan Documents.

     

    
      
         


      

      
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    Section
7.  Information.  Each
Guarantor assumes all responsibility for being and keeping itself informed of
other Loan Parties’ financial condition and assets, and of all other
circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations
and the nature, scope and extent of the risks that such Guarantor assumes and
incurs hereunder, and agrees that none of the Administrative Agent or the
Lenders will have any duty to advise any of the Guarantors of information known
to it or any of them regarding such circumstances or risks.

     

    Section
8.  Indemnity
and Subrogation.  In addition to all such rights of indemnity
and subrogation as the Guarantors may have under applicable law (but subject to
Section 6), the
Borrower agrees that (a) in the event a payment shall be made by any
Guarantor under this Agreement, the Borrower shall indemnify such Guarantor for
the full amount of such payment and such Guarantor shall be subrogated to the
rights of the Person to whom such payment shall have been made to the extent of
such payment and (b) in the event any assets of any Guarantor shall be sold
to satisfy a claim of any Lender under this Agreement, the Borrower shall
indemnify such Guarantor in an amount equal to the greater of the book value or
the fair market value of the assets so sold.

     

    Section
9.  Contribution
and Subrogation.  Each Guarantor (a “Contributing
Guarantor”) agrees (subject to Section 6) that,
in the event a payment shall be made by any other Guarantor under this Agreement
or assets of any other Guarantor shall be sold to satisfy a claim of any Lender
and such other Guarantor (the “Claiming Guarantor”)
shall not have been fully indemnified by the Borrower as provided in Section 8, the
Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal
to the amount of such payment or the greater of the book value or the fair
market value of such assets, as the case may be, in each case multiplied by a
fraction of which the numerator shall be the net worth of the Contributing
Guarantor on the date hereof and the denominator shall be the aggregate net
worth of all the Guarantors on the date hereof (or, in the case of any Guarantor
becoming a party hereto pursuant to Section 21, the
date of a supplement in the form of Annex 1 hereto
executed and delivered by such Guarantor).  Any Contributing Guarantor
making any payment to a Claiming Guarantor pursuant to this Section 9 shall
be subrogated to the rights of such Claiming Guarantor under Section 8 to the
extent of such payment.

     

    Section
10.  Subordination.  Notwithstanding
any provision of this Agreement to the contrary, all rights of the Guarantors
under Section 8 and
Section 9
and all other rights of indemnity, contribution or subrogation under applicable
law or otherwise shall be fully subordinated to the indefeasible payment in full
in cash of the Guaranteed Obligations.  No failure on the part of the
Borrower or any Guarantor to make the payments required under applicable law or
otherwise shall in any respect limit the obligations and liabilities of any
Guarantor with respect to its obligations hereunder, and each Guarantor shall
remain liable for the full amount of the obligations of such Guarantor
hereunder.

     

    Section
11.  Representations
and Warranties.  Each Guarantor represents and warrants as to
itself that all representations and warranties relating to it (as a Subsidiary
of the Borrower) contained in the Credit Agreement are true and
correct.

     

    
      
         


      

      
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    Section
12.  Termination.  The
guarantees made hereunder (i) shall terminate when all the Guaranteed
Obligations (other than indemnification obligations that survive termination of
the Loan Documents and Treasury Management Obligations to the extent comprised
solely of any requirement to maintain or terminate any deposit accounts with any
Lender) have been paid in full in cash and the Lenders have no further
commitment to lend under the Credit Agreement, the LC Exposure and the Swingline
Exposure have been reduced to zero and the Issuing Bank has no further
obligation to issue Letters of Credit under the Credit Agreement and
(ii) shall continue to be effective or be reinstated, as the case may be,
if at any time payment, or any part thereof, of any Obligation is rescinded or
must otherwise be restored by any Lender or any Guarantor upon the bankruptcy or
reorganization of the Borrower, any Guarantor or otherwise.  In
connection with the foregoing, the Administrative Agent shall execute and
deliver to such Guarantor or Guarantor’s designee, at such Guarantor’s expense,
any documents or instruments which such Guarantor shall reasonably request from
time to time to evidence such termination and release.

     

    Section
13.  Binding
Effect; Several Agreement; Assignments.  Whenever in this
Agreement any of the parties hereto is referred to, such reference shall be
deemed to include the successors and assigns of such party; and all covenants,
promises and agreements by or on behalf of the Guarantors that are contained in
this Agreement shall bind and inure to the benefit of each party hereto and
their respective successors and assigns.  This Agreement shall become
effective as to any Guarantor when a counterpart hereof executed on behalf of
such Guarantor shall have been delivered to the Administrative Agent, and a
counterpart hereof shall have been executed on behalf of the Administrative
Agent, and thereafter shall be binding upon such Guarantor and the
Administrative Agent and their respective successors and assigns, and shall
inure to the benefit of such Guarantor, the Administrative Agent and the
Lenders, and their respective successors and assigns, except that no Guarantor
shall have the right to assign its rights or obligations hereunder or any
interest herein (and any such attempted assignment shall be void).  If
all of the Capital Stock of a Guarantor is sold, transferred or otherwise
disposed of pursuant to a transaction permitted by the Credit Agreement, such
Guarantor shall be released from its obligations under this Agreement without
further action.  This Agreement shall be construed as a separate
agreement with respect to each Guarantor and may be amended, modified,
supplemented, waived or released with respect to any Guarantor without the
approval of any other Guarantor and without affecting the obligations of any
other Guarantor hereunder.

     

    Section
14.  Waivers;
Amendment.

     

    (a)           No
failure or delay of the Administrative Agent of any kind in exercising any power
or right hereunder 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 a right or power, preclude any other or
further exercise thereof or the exercise of any other right or
power.  The rights of the Administrative Agent hereunder and of the
Lenders under the Loan Documents are cumulative and are not exclusive of any
rights or remedies that they would otherwise have.  No waiver of any
provision of this Agreement or consent to any departure by any Guarantor
therefrom shall in any event be effective unless the same shall be permitted by
subsection (b) below, and then such waiver and consent shall be
effective only in the specific instance and for the purpose for which
given.  No notice or demand on any Guarantor in any case shall entitle
such Guarantor to any other or further notice in similar or other
circumstances.

     

    
      
         


      

      
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    (b)           Neither
this Agreement nor any provision hereof may be waived, amended or modified
except pursuant to a written agreement entered into between the Guarantors with
respect to which such waiver, amendment or modification relates and the
Administrative Agent, with the prior written consent of the Required Lenders
(except as otherwise provided in the Credit Agreement).

     

    Section
15.  Notices.  All
communications and notices hereunder shall be in writing and given as provided
in Section 10.1 of the Credit Agreement.  All communications and
notices hereunder to each Guarantor shall be given to it at its address set
forth on Schedule
I attached hereto.

     

    Section
16.  Severability.  Any
provision of this Agreement 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.

     

    Section
17.  Counterparts;
Integration.  This Agreement may be executed in counterparts,
each of which shall constitute an original, but all of which when taken together
shall constitute a single contract (subject to Section 13), and
shall become effective as provided in Section 13.  Delivery
of an executed signature page to this Agreement by facsimile transmission shall
be as effective as delivery of a manually executed counterpart of this
Agreement.  This Agreement constitutes the entire agreement among the
parties hereto regarding the subject matters hereof and supersedes all prior
agreements and understandings, oral or written, regarding such subject
matter.

     

    Section
18.  Rules of
Interpretation.  The rules of interpretation specified in
Section 1.4 of the Credit Agreement shall be applicable to this
Agreement.

     

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

     

    (a)       This
Agreement 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)       Each
Guarantor hereby irrevocably and unconditionally submits, for itself and its
property, to the non-exclusive jurisdiction of the United States courts located
within the Northern District in the State of Georgia, and of any state court of
the State of Georgia located in Fulton County 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
Georgia state court or, to the extent permitted by applicable law, such Federal
court.  Each Guarantor 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 shall affect any right that the Administrative Agent, the
Issuing Bank, the Swingline Lender or any Lender may otherwise have to bring any
action or proceeding relating to this Agreement against any Guarantor or its
properties in the courts of any jurisdiction.

     

    
      
         


      

      
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    (c)       Each
Guarantor 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 and brought in any
court referred to in paragraph (b) of this Section.  Each party
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
Guarantor irrevocably consents to the service of process in the manner provided
for notices in Section 10.1 of the Credit Agreement.  Nothing in
this Agreement will affect the right of the Administrative Agent or any Lender
to serve process in any other manner permitted by law.

     

    Section
20.  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 (i) 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
(ii) 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
21.  Additional
Guarantors.  Pursuant to Section 5.11 of the Credit
Agreement, each Domestic Subsidiary that was not in existence on the date of the
Credit Agreement is required to enter into this Agreement as a Guarantor upon
becoming a Subsidiary.  Upon execution and delivery after the date
hereof by the Administrative Agent and such Subsidiary of an instrument in the
form of Annex
1, such Subsidiary shall become a Guarantor hereunder with the same force
and effect as if originally named as a Guarantor herein.  The
execution and delivery of any instrument adding an additional Guarantor as a
party to this Agreement shall not require the consent of any other Guarantor
hereunder.  The rights and obligations of each Guarantor hereunder
shall remain in full force and effect notwithstanding the addition of any new
Guarantor as a party to this Agreement.

     

    Section
22.  Right of
Setoff.  If an Event of Default shall have occurred and be
continuing, each Lender is hereby authorized at any time and from time to time,
to the fullest extent permitted by law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time
held and other Indebtedness at any time owing by such Lender to or for the
credit or the account of any Guarantor against any or all the obligations of
such Guarantor now or hereafter existing under this Agreement and the other Loan
Documents held by such Lender, irrespective of whether or not such Person shall
have made any demand under this Agreement or any other Loan Document and
although such obligations may be unmatured.  The rights of each Lender
under this Section 22 are
in addition to other rights and remedies (including other rights of setoff) that
such Lender may have.

     

    
      
         


      

      
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    Section
23.  Savings
Clause.

     

    (a)           It
is the intent of each Guarantor and the Administrative Agent that each
Guarantor’s maximum obligations hereunder shall be, but not in excess
of:

     

    (i)           in
a case or proceeding commenced by or against any Guarantor under the provisions
of Title 11 of the United States Code, 11 U.S.C. §§101 et seq. (the “Bankruptcy Code”) on
or within one year from the date on which any of the Guaranteed Obligations are
incurred, the maximum amount which would not otherwise cause the Guaranteed
Obligations (or any other obligations of such Guarantor owed to the
Administrative Agent or the Lenders) to be avoidable or unenforceable against
such Guarantor under (i) Section 548 of the Bankruptcy Code or
(ii) any state fraudulent transfer or fraudulent conveyance act or statute
applied in such case or proceeding by virtue of Section 544 of the
Bankruptcy Code; or

     

    (ii)           in
a case or proceeding commenced by or against any Guarantor under the Bankruptcy
Code subsequent to one year from the date on which any of the Guaranteed
Obligations are incurred, the maximum amount which would not otherwise cause the
Guaranteed Obligations (or any other obligations of such Guarantor to the
Administrative Agent or the Lenders) to be avoidable or unenforceable against
such Guarantor under any state fraudulent transfer or fraudulent conveyance act
or statute applied in any such case or proceeding by virtue of Section 544
of the Bankruptcy Code; or

     

    (iii)           in
a case or proceeding commenced by or against any Guarantor under any law,
statute or regulation other than the Bankruptcy Code (including, without
limitation, any other bankruptcy, reorganization, arrangement, moratorium,
readjustment of debt, dissolution, liquidation or similar debtor relief laws),
the maximum amount which would not otherwise cause the Guaranteed Obligations
(or any other obligations of such Guarantor to the Administrative Agent or the
Lenders) to be avoidable or unenforceable against such Guarantor under such law,
statute or regulation including, without limitation, any state fraudulent
transfer or fraudulent conveyance act or statute applied in any such case or
proceeding.

     

    (b)          The
substantive laws under which the possible avoidance or unenforceability of the
Guaranteed Obligations (or any other obligations of such Guarantor to the
Administrative Agent or the Lenders) as may be determined in any case or
proceeding shall hereinafter be referred to as the “Avoidance
Provisions”.  To the extent set forth in Section 23(a)(i),
(ii), and (iii), but only to
the extent that the Guaranteed Obligations would otherwise be subject to
avoidance or found unenforceable under the Avoidance Provisions, if any
Guarantor is not deemed to have received valuable consideration, fair value or
reasonably equivalent value for the Guaranteed Obligations, or if the Guaranteed
Obligations would render such Guarantor insolvent, or leave such Guarantor with
an unreasonably small capital to conduct its business, or cause such Guarantor
to have incurred debts (or to have intended to have incurred debts) beyond its
ability to pay such debts as they mature, in each case as of the time any of the
Guaranteed Obligations are deemed to have been incurred under the Avoidance
Provisions and after giving effect to the contribution by such Guarantor, the
maximum Guaranteed Obligations for which such Guarantor shall be liable
hereunder shall be reduced to that amount which, after giving effect thereto,
would not cause the Guaranteed Obligations (or any other obligations of such
Guarantor to the Administrative Agent or the Lenders), as so reduced, to be
subject to avoidance or unenforceability under the Avoidance
Provisions.

     

    
      
         


      

      
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    (c)           This
Section 23
is intended solely to preserve the rights of the Administrative Agent and the
Lenders hereunder to the maximum extent that would not cause the Guaranteed
Obligations of such Guarantor to be subject to avoidance or unenforceability
under the Avoidance Provisions, and neither the Guarantors nor any other Person
shall have any right or claim under this Section 23 as
against the Administrative Agent or Lenders that would not otherwise be
available to such Person under the Avoidance Provisions.

     

    (Signatures
on following page)

     

    
      
         


      

      
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    IN WITNESS WHEREOF, the
parties hereto have duly executed this Agreement 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

              
	 
      	 
      
	 
      	
                [CORPORATE
      SEAL]

              
	 
      
	
                EASYLINK
      SERVICES CORPORATION, a Delaware corporation

              
	 
      
	
                By:

              	
                /s/ Thomas J. Stallings

              
	
                Name: 

              	
                Thomas J. Stallings

              
	
                Title:

              	
                President

              
	 
      	 
      
	 
      	
                [CORPORATE
      SEAL]

              
	 
      
	
                EASYLINK
      SERVICES USA, INC., a Delaware corporation

              
	 
      
	
                By:

              	
                /s/ Thomas J. Stallings

              
	
                Name: 

              	
                Thomas J. Stallings

              
	
                Title:

              	
                President

              
	 
      	 
      
	 
      	
                [CORPORATE
      SEAL]

              


      

    

    


    (Signatures
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                    XPEDITE
      SYSTEMS, LLC, a Delaware limited liability company

                  
	 
      
	
                    By:

                  	
                    EasyLink
      Services International Corporation, a Delaware corporation, its Sole
      Member

                  
	 
      	 
      
	
                    By:

                  	
                    /s/ Thomas J. Stallings

                  
	
                    Name: 

                  	
                    Thomas J. Stallings

                  
	
                    Title:

                  	
                    Chief Executive Officer

                  
	 
      	 
      
	 
      	
                    [CORPORATE
      SEAL]

                  
	 
	
                    XPEDITE
      SYSTEMS WORLDWIDE, INC., a Delaware corporation

                  
	 
      	 
      
	
                    By:

                  	
                    /s/ Thomas J. Stallings

                  
	
                    Name: 

                  	
                    Thomas J. Stallings

                  
	
                    Title:

                  	
                    President

                  
	 
      	 
      
	 
      	
                    [CORPORATE
      SEAL]

                  
	 
      	 
      
	
                    XPEDITE
      NETWORK SERVICES, INC., a Georgia corporation

                  
	 
      	 
      
	
                    By:

                  	
                    /s/ Thomas J. Stallings

                  
	
                    Name: 

                  	
                    Thomas J. Stallings

                  
	
                    Title:

                  	
                    President

                  
	 
      	 
      
	 
      	
                    [CORPORATE
      SEAL]

                  
	 
      	 
      
	
                    PTEK
      SERVICES, INC., a Delaware corporation

                  
	 
      	 
      
	
                    By:

                  	
                    /s/ Thomas J. Stallings

                  
	
                    Name: 

                  	
                    Thomas J. Stallings

                  
	
                    Title:

                  	
                    President

                  
	 
      	 
      
	 
      	
                    [CORPORATE
      SEAL]

                  


          

        

      

    

    


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                SUNTRUST
      BANK, as Administrative Agent

              
	 
      	 
      
	
                By:

              	
                /s/ Sherry D. Harris

              
	
                Name: 

              	
                Sherry D. Harris

              
	
                Title:

              	
                Senior
VP

              


      

    


    
      
         


      

      
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