EXHIBIT
10.5

       

      FORM
OF REVOLVING CREDIT NOTE

       

      
        
          	
                  $_______________________

                	
                  Atlanta,
      Georgia

                
	 
      	
                  October
      21, 2010

                


        

      

       

      FOR VALUE
RECEIVED, the undersigned, EASYLINK SERVICES INTERNATIONAL CORPORATION, a
Delaware corporation (the “Borrower”), hereby
promises to pay to [NAME OF
LENDER] (the “Bank”) or its
registered assigns, at the office of the Bank at ____________________________,,
on the Revolving Commitment Termination Date (as defined in the Revolving Credit
and Term Loan Agreement dated as of October 21, 2010, as the same may be
amended, restated, supplemented or otherwise modified from time to time (the
“Credit
Agreement”), by and among the Borrower, the several banks and other
financial institutions and lenders from time to time party thereto (the “Lenders”) and
SunTrust Bank, as administrative agent for the Lenders), the lesser of the
principal sum of _______________________ AND NO/100 DOLLARS ($_____________) and
the aggregate unpaid principal amount of all Revolving Loans made by the Bank to
the Borrower pursuant to the Credit Agreement, in lawful money of the United
States of America in immediately available funds, and to pay interest from the
date hereof on the principal amount thereof from time to time outstanding, in
like funds, at said office, at the rate or rates per annum and payable on such
dates as provided in the Credit Agreement.  In addition, should legal
action or an attorney-at-law be utilized to collect any amount due hereunder,
the Borrower further promises to pay all reasonable and documented out-of-pocket
costs of collection, including the reasonable and documented out-of-pocket
attorneys’ fees actually incurred by the Bank.

       

      Upon the
occurrence and during the continuance of an Event of Default, the Borrower
promises to pay interest, on demand, at the rate or rates provided in the Credit
Agreement.

       

      All
Borrowings evidenced by this Revolving Credit Note and all payments and
prepayments of the principal hereof and the date thereof shall be endorsed by
the holder hereof on the schedule attached hereto and made a part hereof or on a
continuation thereof which shall be attached hereto and made a part hereof, or
otherwise recorded by such holder in its internal records; provided, that the failure of the
holder hereof to make such a notation or any error in such notation shall not
affect the obligations of the Borrower to make the payments of principal and
interest in accordance with the terms of this Revolving Credit Note and the
Credit Agreement.

       

      This
Revolving Credit Note is issued in connection with, and is entitled to the
benefits of, the Credit Agreement which, among other things, contains provisions
for the acceleration of the maturity hereof upon the happening of certain
events, for prepayment of the principal hereof prior to the maturity hereof and
for the amendment or waiver of certain provisions of the Credit Agreement, all
upon the terms and conditions therein specified.

       

      (Signature
on following page)

       

      
        
           


        

        
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      THIS
REVOLVING CREDIT NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
LAWS OF THE STATE OF GEORGIA AND ANY APPLICABLE LAWS OF THE UNITED STATES OF
AMERICA.

    

     

    
      
        
          
            
              
                
                  
                    	 
      	
                            EASYLINK
      SERVICES

                            INTERNATIONAL
      CORPORATION, a

                            Delaware
      corporation

                          
	 
      	 
      	 
	 
      	
                            By:

                          	 
	 
      	
                            Name: 

                          	 
	 
      	
                            Title:

                          	 
	 	 
	 
      	
                            [CORPORATE
      SEAL]

                          


                  

                

              

            

          

        

      

    


    
      
         


      

      
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    LOANS
AND PAYMENTS

     

    
      
        
          
            
              
                	
                        Date

                      	
                        Amount and

                        Type of Loan

                      	
                        Payments of

                        Principal

                      	
                        Unpaid

                        Principal

                        Balance of

                        Note

                      	
                        Name of Person 
Making

                        Notation

                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


              

            

          

        

      

    

     

    
      
        
        

      

      
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