EXHIBIT
10.9

    


    Execution
Version

    


    STOCK PLEDGE
AGREEMENT

     

    THIS
STOCK PLEDGE AGREEMENT (this “Agreement”), dated as
of October 21, 2010, is made by EASYLINK SERVICES
INTERNATIONAL CORPORATION, a Delaware corporation (“Borrower”), the
subsidiaries of the Borrower signatory hereto (Borrower and each subsidiary of
the Borrower a party hereto shall be collectively known as the “Pledgors”, and
individually as a “Pledgor”), in favor
of 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 Credit Agreement (as defined below).

     

    WITNESSETH:

     

    WHEREAS,
the Borrower, the Lenders and SunTrust Bank, as Administrative Agent, Issuing
Bank and Swingline Lender, have entered into that certain Revolving Credit and
Term Loan Agreement, dated as of October 21, 2010 (as amended, restated,
supplemented, or otherwise modified from time to time, the “Credit Agreement”),
pursuant to which the Lenders have agreed to establish a revolving credit
facility in favor of and extend a term loan to Borrower; and

     

    WHEREAS,
the Pledgors are the record and beneficial owners of the Pledged Shares;
and

     

    WHEREAS,
in order to induce the Lenders and the Administrative Agent to enter into the
Credit Agreement, Subsidiary Guaranty Agreement and other Loan Documents, the
Pledgors have agreed to execute and deliver to the Administrative Agent, for the
benefit of the Administrative Agent and the Secured Parties (as defined below),
this Agreement as security for the Secured Obligations (as defined
below);

     

    NOW,
THEREFORE, in consideration of the premises and mutual covenants herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as
follows:

     

    ARTICLE 1

     

    DEFINITIONS

     

    SECTION 1.1.  Certain
Terms.  The following terms (whether or not underscored) when
used in this Agreement, including its preamble and recitals, shall have the
following meanings (such definitions to be equally applicable to the singular
and plural forms thereof):

     

    “Agreement” shall mean
this Stock Pledge Agreement as originally in effect on the Closing Date and as
thereafter from time to time amended, supplemented, restated or otherwise
modified.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “Collateral” shall
mean, collectively, (a) the Pledged Shares; (b) all other Pledged
Property, whether now or hereafter delivered to the Administrative Agent in
connection with this Agreement; and (c) all proceeds of any of the
foregoing.  The Collateral 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 Pledgor which Subsidiary is not a Domestic
Subsidiary.

     

    “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.

     

    “Event of Default”
shall mean any event described in Section 5.1.

     

    “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, subject to the final sentence of this definition, all of the Capital
Stock of any Subsidiary owned by the Pledgors from time to time, including
without limitation the Capital Stock more particularly described in Schedule 1 hereto, as
amended and supplemented from time to time and all other shares of Capital Stock
which are pledged by the Pledgors to the Administrative Agent as Pledged
Property hereunder.  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 Pledgor which Subsidiary is not a Domestic
Subsidiary.

     

    “Ratable” or “ratably” shall mean,
in the context of a distribution of Collateral or a distribution of proceeds of
any of the Collateral, an allocation of such Collateral or proceeds among the
Lenders pro
rata in accordance with their respective portion of the aggregate dollar
amount of the Secured Obligations to which the distribution is being
applied.

     

    “Secured Obligations”
shall mean (i) all Obligations of the Borrower under the Credit Agreement and
the other Loan Documents (whether for principal, interest, fees, expenses,
indemnity or reimbursement payments, or otherwise), (ii) all obligations of the
Borrower, monetary or otherwise, pursuant to any Hedging Transaction incurred to
limit interest rate or fee fluctuation with respect to the Loans and Letters of
Credit entered into with a Specified Hedge Provider, (iii) all Treasury
Management Obligations owing to a Specified Treasury Management Provider
(whether for principal, interest, fees, expenses, indemnity or reimbursement
payments, or otherwise), (iv) all obligations of each other Pledgor under the
Subsidiary Guaranty Agreement and all other Loan Documents to which such other
Grantor is a party to (whether for principal, interest, fees, expenses,
indemnity or reimbursement payments, or otherwise), (v) all renewals,
extensions, refinancings and modifications thereof, and (vi) all reasonable
and documented costs and expenses actually incurred by the Administrative Agent in
connection with the exercise of its rights and remedies hereunder (including
reasonable and documented out-of-pocket
attorneys’ fees actually
incurred).  Where the context requires, (i) any Affiliate of a
Lender which is party to a Hedging Transaction entered into to limit interest
rate or fee fluctuations with respect to the Loans and Letters of Credit shall
be deemed to be a “Secured Party” for purposes of this Agreement and such
affiliate shall only be required to be an Affiliate of a Lender at the time the
relevant Hedging Transaction is entered into in order for such Hedging
Transaction to be eligible to be designated as a “Secured Obligation”, and (ii)
any Affiliate of a Lender which provides Treasury Management Services to a
Pledgor shall be deemed to be a “Secured Party” for purposes of this Agreement
and such Affiliate shall only be required to be an Affiliate of a Lender at the
time the relevant agreement is entered into in order for such Treasury
Management Obligations to be eligible to be designated as “Secured
Obligations”.


    
      
         


      

      
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    “Secured Parties”
shall mean, collectively, the Administrative Agent, the Lenders, the Specified
Hedge Providers and the Specified Treasury Management Providers.

     

    “Specified Hedge
Provider” shall mean each party to a Hedging Transaction entered into to
limit interest rate or fee fluctuations with respect to the Loans and Letters of
Credit if at the date of entering into such Hedging Transaction such person was
a Lender or an Affiliate of a Lender and such person executes and delivers to
the Administrative Agent a letter agreement in form and substance acceptable to
the Administrative Agent pursuant to which such person (i) appoints the
Administrative Agent as its agent under the applicable Loan Documents and (ii)
agrees to be bound by the provisions of Article IX and X of the Credit
Agreement.

     

    “Specified Treasury
Management
Provider” shall mean any Lender or any Affiliate of a Lender that
provides to any Loan Party the services described in the definition of Treasury
Management Obligations if at the date of entering
into an agreement to provide such services such person was a Lender or an
Affiliate of a Lender and such person executes and delivers to the
Administrative Agent a letter agreement in form and substance acceptable to the
Administrative Agent pursuant to which such person (i) appoints the
Administrative Agent as its agent under the applicable Loan Documents and (ii)
agrees to be bound by the provisions of Article IX and X of the Credit
Agreement.

     

    “U.C.C.” means the
Uniform Commercial Code as in effect in the State of Georgia from time to
time.

     

    SECTION 1.2.  Credit
Agreement Definitions, Cross-References.  Capitalized terms
used herein and not otherwise defined (including the preamble and recitals
hereof) shall have the meanings assigned to them in the Credit Agreement, unless
the context otherwise requires or unless otherwise defined
herein.  References in this Agreement to any Section, unless otherwise
specified, are references to such Section of this Agreement, and references
in such Section to any subsection or clause, unless otherwise specified,
are references to such subsection or clause of such Section.

     


    
      
         


      

      
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    SECTION 1.3.  U.C.C.
Definitions.  Unless otherwise defined herein or the context
otherwise requires, terms for which meanings are provided in the U.C.C. are used
in this Agreement, including its preamble and recitals, with such
meanings.

     

    ARTICLE 2

     

    PLEDGE

     

    SECTION 2.1.  Grant of
Security Interest.  Each Pledgor hereby pledges, assigns,
delivers, sets over, conveys and transfers to the Administrative Agent, for its
benefit and the benefit of the Secured Parties, and hereby grants to the
Administrative Agent, for its benefit and the benefit of the Secured Parties, a
continuing security interest in and to, all of the Collateral.

     

    SECTION 2.2.  Security
for Secured Obligations.  This Agreement and the Collateral
secure the payment in full and performance of all Secured
Obligations.

     

    SECTION 2.3.  Delivery
of Pledged Property upon Event of Default; Registration of Pledge;
Transfer.  All certificates and instruments representing or
evidencing any Collateral, including all Pledged Shares, shall be delivered to
the Administrative Agent and shall be held by the Administrative Agent, 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 and, if
the Administrative Agent shall so request, with signatures guaranteed by a
member of a registered national securities exchange or the National Association
of Securities Dealers, Inc. or by a commercial bank or trust company having an
office or correspondent in the United States.  The Administrative
Agent shall have the right, upon the occurrence and during the continuation of
an Event of Default, and without notice to the Pledgors, to transfer to, or to
register in the name of the Administrative Agent or any of its nominees, any or
all of the Pledged Shares, subject only to Section 2.5(b) and
Section 4.6.  In
addition, the Administrative Agent shall have the right at any time to request
that any Pledgor exchange certificates or instruments representing or evidencing
any Pledged Shares for certificates or instruments of smaller or larger
denominations.

     

    SECTION 2.4.  No Duty
to Administrative Agent.  The powers conferred on the
Administrative Agent hereunder are solely to protect its interest in the
Collateral and shall not impose any duty upon it to exercise any such
powers.  Beyond reasonable care in the custody of any Collateral in
its possession and the accounting for moneys actually received by it hereunder,
the Administrative Agent shall have no duty as to any Collateral or as to the
taking of any necessary steps to preserve rights against prior parties or any
other rights pertaining to any Collateral.  The Administrative Agent
shall not be liable or responsible for any loss or damage to any of the
Collateral, or from any diminution in the value thereof, by reason of the act or
omission of any carrier, forwarding agency, or other agent selected by the
Administrative Agent in good faith.

     

    SECTION 2.5.  Continuing
Security Interest; Transfer of Secured Obligation.  This
Agreement shall:

     

    (a)          create
a continuing security interest in the Collateral;


    
      
         


      

      
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    (b)          remain
in full force and effect until the payment in full and performance of all
Secured 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), and termination of the Commitments;

     

    (c)          be
binding upon each Pledgor, and their respective successors and assigns, provided, however, that no
Pledgor may assign any of its rights or obligations hereunder without the prior
written consent of the Required Lenders; and

     

    (d)          inure
to the benefit of the Administrative Agent and the Lenders and their respective
permitted successors, transferees and assigns.

     

    Without
limitation to the foregoing, any Lender may assign or otherwise transfer any
Note, Loan or other Secured Obligation, held by it to any other Person, in
accordance with the terms of the Credit Agreement, and such other Person shall
thereupon become vested with all the benefits in respect thereof granted herein
or otherwise.  Upon the occurrence of the event described in Section 2.5(b)
above, the security interest granted herein shall terminate and all rights to
the Collateral shall revert to the Pledgors, as applicable.  Upon any
such termination, the Administrative Agent will, at the Pledgors’ expense,
execute and deliver to the Pledgors such documents as the Pledgors shall
reasonably request to evidence such termination, without recourse or warranty to
the Administrative Agent.

     

    ARTICLE 3

     

    REPRESENTATIONS
AND WARRANTIES

     

    SECTION 3.1.  Representations
and Warranties.  Each Pledgor represents and warrants as
follows:

     

    (a)          The
Pledgor is and at all times will be the legal and beneficial owner of, and has
and will have at all times good and marketable title to (and has and will at all
times have full right and authority to pledge and assign), all Collateral, free
and clear of all Liens or other charges or encumbrances, except the Lien granted
pursuant hereto in favor of the Administrative Agent and other Liens permitted
under the Credit Agreement.

     

    (b)          The
filing of a UCC-1 financing statement and the delivery of the Collateral to the
Administrative Agent are each effective to create a valid, perfected, first
priority security interest in such Collateral and all proceeds thereof, securing
the Secured Obligations, except that the filing of a financing statement, the
taking of possession or some other action may be required under
Section 9-306 of the U.C.C. to perfect a security interest in certain
proceeds of the Collateral that does not constitute Pledged Shares or other
securities or instruments.

     

    (c)          The
Pledged Shares have been duly authorized and validly issued, and are fully paid,
and nonassessable.


    
      
         


      

      
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    (d)          The
Pledged Shares constitute, and at all times thereafter the Pledged Shares will
constitute, (a) 100% of all of the issued and outstanding shares of Capital
Stock of the Domestic Subsidiaries owned by the Pledgor and (b) 65% of all of
the issued and outstanding shares of Stock of any other Subsidiaries (“Foreign
Subsidiaries”) owned by the Pledgor.

     

    (e)          Except
for compliance with the requirements of Section 5.7, no
authorization, approval, or other action by and no notice to or filing with, any
Governmental Authority is or will be required either:

     

    (i)         for
the pledge by the Pledgor of any Collateral pursuant to this Agreement or for
the execution, delivery, or performance of this Agreement by the Pledgor,
or

     

    (ii)        for
the exercise by the Administrative Agent of the voting or other rights provided
for in and in accordance with the terms of this Agreement or the remedies in
respect of the Collateral pursuant to this Agreement (except, with respect to
any Pledged Shares, as may be required in connection with a disposition of such
Pledged Shares by laws affecting the offering and sale of securities
generally).

     

    SECTION 3.2.  Warranties
upon Pledge of Additional Collateral.  Each Pledgor shall be
deemed to restate each representation and warranty set forth in Section 3.1 as at the
date of each pledge hereunder by such Pledgor to the Administrative Agent of any
Collateral with respect to such additional Collateral.

     

    ARTICLE 4

     

    COVENANTS

     

    SECTION 4.1.  Protect
Collateral; Further Assurances.  No Pledgor will sell, assign,
transfer, pledge or encumber in any other manner the Collateral (except in favor
of the Administrative Agent hereunder).  Each Pledgor will warrant and
defend the right, title and security interest herein granted to the
Administrative Agent in and to the Collateral (and all right, title and interest
represented by the Collateral) against the claims and demands of all Persons
whomsoever.  Each Pledgor agrees that at any time, and from time to
time, at the expense of the Pledgor, the Pledgor will promptly execute and
deliver all further instruments, and take all further action, that the
Administrative Agent may reasonably request, in order to perfect and protect any
security interest granted or purported to be granted hereby or to enable the
Administrative Agent to exercise and enforce its rights and remedies hereunder
with respect to any Collateral.

     

    SECTION 4.2.  Issuance
of Stock.  No Pledgor will, subsequent to the date of this
Agreement, without the prior written consent of the Required Lenders, cause or
permit the Subsidiaries that have issued any shares pledged hereunder to issue
or grant any warrants, stock options of any nature or other instruments
convertible into shares of any class of Capital Stock or issue any additional
shares of Capital Stock or sell or transfer any treasury Capital Stock, except
that any Subsidiary may issue shares of Capital Stock to the Pledgor that are or
become contemporaneously with such issuance, Pledged Shares that are pledged
hereunder and become a part of the Collateral (in the same proportion as
currently pledged), and in the case of any Subsidiary that is not a Domestic
Subsidiary except for any qualifying shares required to be issued to directors
or officers of such Subsidiary under applicable law.  Such Pledgor
will notify the Administrative Agent within five Business Days of the issuance
of any such additional Pledged Shares, and of any additional Subsidiary formed
or acquired after the date hereof (the stock of which shall likewise become
additional Pledged Shares hereunder, subject to the limitation on the pledging
of shares of Foreign Subsidiaries contained in the definition of “Pledged
Shares”), and within fifteen Business Days of such issuance, acquisition or
formation, cause such Pledged Shares, together with signed stock powers and
proxies, and such other documents and instruments as the Administrative Agent
may require in its reasonable discretion, to be delivered into the
Administrative Agent’s possession, and take all other steps deemed necessary by
the Administrative Agent in its reasonable discretion to perfect the
first-priority security interest of the Administrative Agent in such additional
Pledged Shares.


    
      
         


      

      
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    SECTION 4.3.  Taxes.  Each
Pledgor will pay all taxes, assessments and charges levied, assessed or imposed
upon the Collateral before the same become delinquent or become Liens upon any
of the Collateral except where the same may be contested in good faith by
appropriate proceedings and as to which adequate reserves have been
provided.

     

    SECTION 4.4.  Stock
Powers.  Each Pledgor agrees that all Pledged Shares (and all
other shares of Capital Stock constituting Collateral) delivered by the Pledgor
to the Administrative Agent pursuant to this Agreement will be accompanied by
all necessary instruments of transfer or assignment, duly executed in blank and,
if the Administrative Agent shall so request, with signatures guaranteed by a
member of a national securities exchange or the National Association of
Securities Dealers, Inc. or by a commercial bank or trust company having an
office or correspondent in the United States.  Thereafter, each
Pledgor will, upon the request of the Administrative Agent, promptly deliver to
it such stock powers, instruments and similar documents, satisfactory in form
and substance to the Administrative Agent, with respect to the Collateral as the
Administrative Agent may reasonably request and will, from time to time upon the
request of the Administrative Agent, promptly transfer any Pledged Shares or
other shares of Capital Stock, including all Distributions, constituting
Collateral into the name of the Administrative Agent or any nominee designated
by the Administrative Agent.

     

    SECTION 4.5.  Continuous
Pledge.  Each Pledgor will at all times keep pledged to the
Administrative Agent pursuant hereto all Pledged Shares, all Dividends and
Distributions received following the occurrence and during the continuance of an
Event of Default with respect thereto, and all other Collateral.

     

    SECTION 4.6.  Voting
Rights; Dividends.  In addition, each Pledgor agrees
that:

     

    (a)          after
any Event of Default shall have occurred and be continuing or if any Default or
Event of Default shall occur as a result thereof, promptly upon receipt thereof
by the Pledgor and without any request therefor by the Administrative Agent, the
Pledgor shall deliver (properly endorsed where required hereby or requested by
the Administrative Agent) to the Administrative Agent all Dividends, all of
which shall be held by the Administrative Agent as additional Collateral for use
in accordance with Section 5.5;


    
      
         


      

      
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    (b)          after
any Event of Default shall have occurred and be continuing, upon written notice
to the Pledgor by the Administrative Agent, all rights of the Pledgor to
exercise or refrain from exercising voting or other consensual rights in respect
of the Collateral shall cease and all such rights shall thereupon become vested
in the Administrative Agent who shall thereupon have the sole right to exercise
or refrain from exercising such voting and other consensual rights;
and

     

    (c)          after
any Event of Default shall have occurred and be continuing, promptly upon
request of the Administrative Agent, the Pledgor shall deliver to the
Administrative Agent such proxies and other documents as may be necessary to
allow the Administrative Agent to exercise the voting and other consensual
rights with respect to any Collateral.

     

    Except as
set forth in the immediately preceding sentence, each Pledgor shall be entitled
to exercise, in its reasonable judgment, but in a manner not inconsistent with
the terms of the Credit Agreement, Subsidiary Guaranty Agreement or any other
Loan Document (including this Agreement), the voting powers and all other
incidental rights of ownership with respect to any Pledged Shares or other
shares of Capital Stock constituting Collateral (subject to the Pledgor’s
obligation to deliver to the Administrative Agent such Pledged Shares and other
shares in pledge hereunder) and to the receipt of all Dividends.  All
Dividends, Distributions, cash payments and proceeds which the Pledgor is then
obligated to deliver to the Administrative Agent, shall, until delivery to the
Administrative Agent, be held by the Pledgor separate and apart from its other
property in trust for the Administrative Agent.  The Administrative
Agent agrees that unless an Event of Default shall have occurred and be
continuing, the Administrative Agent shall, upon the written request of any
Pledgor, promptly deliver such proxies and other documents, if any, as shall be
reasonably requested by the Pledgor which are necessary to allow the Pledgor to
exercise voting power with respect to any share of Capital Stock (including
Pledged Shares) constituting Collateral; provided, however, that no vote
shall be cast, or consent, waiver or ratification given, or action taken by the
Pledgor that would impair in any material respect any Collateral or be
inconsistent with or violate any provision of the Credit Agreement, the
Subsidiary Guaranty Agreement or any other Loan Document (including this
Agreement).

     

    SECTION 4.7.  Additional
Information.  Each Pledgor will furnish to the Administrative
Agent and the Lenders written notice of the occurrence of any event which would
make any representation contained in Article 3 untrue
at such time.

     

    ARTICLE 5

     

    EVENTS OF
DEFAULT; REMEDIES

     

    SECTION 5.1.  Events of
Default.  Each of the following shall constitute an “Event of
Default” hereunder:

     

    (a)          if
there shall occur any Event of Default under the Credit Agreement;

     

    (b)          if
any of the Collateral shall be levied upon or seized in any legal proceeding, or
held by virtue of any Lien or distress, or any Lien other than a Lien permitted
under the Credit Agreement shall attach to any of the Collateral;
or


    
      
         


      

      
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    (c)          if
any representation or warranty of any Pledgor set forth herein shall be untrue
in any material respect or if any Pledgor shall default in the due performance
and observance of any covenant contained herein and such default shall continue
unremedied for a period of thirty (30) days after the earlier of (i) any officer
of the Borrower becoming aware of such failure or (ii) notice thereof shall have
been given to the Borrower by the Administrative Agent or any
Lender.

     

    SECTION 5.2.  Actions
upon Event of Default.  In addition to its rights and remedies
provided hereunder, whenever an Event of Default shall have occurred and be
continuing, the Administrative Agent shall have all rights and remedies of a
secured party upon default under the U.C.C. or other applicable
law.  Any notification required by law of any intended disposition by
the Administrative Agent of any of the Collateral shall be deemed reasonably and
properly given if given at least ten (10) days before such
disposition.  Without limitation of the above, the Administrative
Agent may, and upon direction of the Required Lenders shall, whenever an Event
of Default shall have occurred and be continuing, take all or any of the
following actions after giving at least ten (10) days prior notice to the
Pledgors:

     

    (a)          transfer
all or any part of the Collateral into the name of the Administrative Agent or
its nominee, without disclosing that such Collateral is subject to the Lien
hereunder;

     

    (b)          take
control of any proceeds of the Collateral; and

     

    (c)          execute
(in the name, place and stead of the Pledgors) endorsements, assignments, stock
powers and other instruments of conveyance or transfer with respect to all or
any of the Collateral.

     

    SECTION 5.3.  Attorney-in-Fact.  Each
Pledgor hereby irrevocably appoints the Administrative Agent its true and lawful
attorney, with full power of substitution, in the name of the Pledgors, the
Administrative Agent, the Lenders or otherwise, for the sole use and benefit of
the Administrative Agent and the Lenders, but at the Pledgors’ expense, upon the
occurrence and during the continuation of an Event of Default to take any action
and to execute any instrument which the Administrative Agent may deem reasonably
necessary or advisable enable the Administrative Agent to realize the benefit of
the security interest provided for in this Agreement.

     

    SECTION 5.4.  Private
Sales.  (a)  Each Pledgor recognizes that the
Administrative Agent may be unable, after the occurrence and during the
continuance of any Event of Default, to effect a public sale of any or all the
Pledged Shares by reason of certain prohibitions contained in the Securities Act
of 1933, as amended (the “Securities Act”) and
applicable state securities law or otherwise, and may be compelled to resort to
one or more private sales thereof to a restricted group of purchasers that will
be obligated to agree, among other things, to acquire such securities for their
own account for investment and not with a view to the distribution or resale
thereof.  Each Pledgor acknowledges and agrees that any such private
sale may result in prices and other terms less favorable than if such sale were
a public sale and, notwithstanding such circumstances, agrees that any such
private sale shall be deemed to have been made in a commercially reasonable
manner.  The Administrative Agent shall be under no obligation to
delay sale of any of the Pledged Shares for the period of time necessary to
permit any Subsidiary to register such securities for public sale under the
Securities Act, or under applicable state securities law, even if such
Subsidiary would agree to do so.


    
      
         


      

      
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    (b)          Each
Pledgor further agrees to use its reasonable best efforts, after the occurrence
and during the continuance of an Event of Default, to do or cause to be done all
such acts as may be necessary to make such sale or sales of all or any portion
of the Pledged Shares pursuant to this Section 5.4
valid and binding and in compliance with any and all applicable Requirements of
Law.

     

    SECTION 5.5.  Application
of Proceeds.  All cash proceeds received by the Administrative
Agent in respect of any sale of, collection from, or other realization upon, all
or any part of the Collateral may, in the discretion of the Administrative
Agent, be held by the Administrative Agent as additional collateral security
for, or then or at any time thereafter be applied (after payment of any amounts
payable to the Administrative Agent pursuant to Section 2.9 of
the Credit Agreement and Section 5.6 of
this Agreement) in whole or in part by the Administrative Agent against, all or
any part of the Secured Obligations in the following order:

     

    (a)          first, ratably, to
the unpaid interest accrued and then due or owing on the Secured Obligations and
to the aggregate amount of fees described in Section 2.14 of
the Credit Agreement which have accrued and are unpaid;

     

    (b)          second, ratably,
among the Lenders, on account of all principal of any Secured Obligations then
due or owing; and

     

    (c)          third, to any other
Secured Obligations then due or owing.

     

    After
termination of the Commitments, any surplus of such cash or cash proceeds held
by the Administrative Agent and remaining after payment in full of all the
Secured Obligations, shall be paid over to the Pledgors or to whomsoever may be
lawfully entitled to receive such surplus.

     

    SECTION 5.6.  Indemnity
and Expenses.  Each Pledgor hereby indemnifies and holds
harmless the Administrative Agent and the Lenders from and against any and all
claims, losses, and liabilities growing out of or resulting from this Agreement
(including enforcement of this Agreement), to the same extent as the Borrower
pursuant to the terms of Section 10.3 of the
Credit Agreement.  Upon demand, each Pledgor will pay, or cause to be
paid, to the Administrative Agent the amount of any and all reasonable and
documented expenses actually incurred, including the reasonable fees and
disbursements of its counsel and of any experts and Administrative Agents
actually incurred, which the Administrative Agent incurs in connection
with:

     

    (a)          the
administration of this Agreement;

     

    (b)          the
custody, preservation, use, or operation of, or the sale of, collection from, or
other realization upon, any of the Collateral;

     

    (c)          the
exercise or enforcement of any of the rights of the Administrative Agent
hereunder and any action taken by the Administrative Agent under Section 6.4;
and


    
      
         


      

      
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    (d)          the
failure by any Pledgor to perform or observe any of the provisions
hereof.

     

    SECTION 5.7.  Registration
Rights.  If the Administrative Agent shall determine to
exercise its right to sell any of the Pledged Shares pursuant to Section 5.2 or under
applicable law, each Pledgor agrees that, upon request of the Administrative
Agent, as soon as practicable, each Pledgor will, at its own
expense:

     

    (a)          execute
and deliver, and cause each issuer of the Pledged Shares and the directors and
officers thereof to execute and deliver, all such instruments and documents, and
do or cause to be done all such other acts and things, as may be necessary or,
in the opinion of the Administrative Agent, advisable to register such Pledged
Shares under the provisions of the Securities Act, and to cause the registration
statement relating thereto to become effective and remain effective for such
period as prospectuses are required by law to be furnished, and to make all
amendments and supplements thereto and to the related prospectuses which, in the
opinion of the Administrative Agent, are necessary or advisable, all in
conformity with the requirements of the Securities Act and the rules and
regulations of the Securities and Exchange Commission applicable
thereto;

     

    (b)          use
its best efforts to qualify the Pledged Shares under state securities or “Blue
Sky” laws and to obtain all necessary governmental approval for the sale of the
Pledged Shares, as requested by the Administrative Agent;

     

    (c)          cause
each issuer of the Pledged Shares to make available to its security holders, as
soon as practicable, an earnings statement which will satisfy the provisions of
Section 14(a) of the Securities Act; and

     

    (d)          do
or cause to be done all such other acts and things as may be necessary to make
such sale of the Pledged Shares or any part thereof valid and binding and in
compliance with applicable law.

     

    Each
Pledgor further acknowledges the impossibility of ascertaining the amount of
damages which would be suffered by the Administrative Agent and the Lenders by
reason of the failure of a Pledgor to perform any of the covenants contained in
this Section and, consequently, agrees that the remedy of specific performance
may be granted to require the Pledgor to comply with the covenants contained in
this Section, at any time after the Administrative Agent shall demand compliance
with this Section.

     

    ARTICLE 6

     

    MISCELLANEOUS

     

    SECTION 6.1.  Loan
Document.  This Agreement is a Loan Document executed pursuant
to the Credit Agreement and shall (unless otherwise expressly indicated herein)
be construed, administered and applied in accordance with the terms and
provisions thereof.


    
      
         


      

      
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    SECTION 6.2.  Amendments.  No
amendment or waiver of any provision of this Agreement nor consent to any
departures by the Pledgors herefrom shall in any event be effective unless the
same shall be in writing, signed by 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 it is
given.

     

    SECTION 6.3.  Obligations
Not Affected.  The obligations of the Pledgors under this
Agreement shall remain in full force and effect without regard to, and shall not
be impaired or affected by:

     

    (a)          any
amendment or modification or addition or supplement to the Credit Agreement, any
Note, any other Loan Document, any instrument delivered in connection therewith
or any assignment or transfer thereof;

     

    (b)          any
exercise, non-exercise or waiver by the Administrative Agent or any Lender of
any right, remedy, power or privilege under or in respect of, or any release of
any guaranty or collateral provided pursuant to, this Agreement, the Credit
Agreement or any other Loan Document;

     

    (c)          any
waiver, consent, extension, indulgence or other action or inaction in respect of
this Agreement, the Credit Agreement or any other Loan Document or any
assignment or transfer of any thereof; or

     

    (d)          any
bankruptcy, insolvency, reorganization, arrangement, readjustment, composition,
liquidation or the like, of any Pledgor or any other Person, whether or not the
Pledgor shall have notice or knowledge of any of the foregoing.

     

    SECTION 6.4.  Protection
of Collateral.  The Administrative Agent may from time to time
perform, at its option, any act which any Pledgor agrees hereunder to perform
and which the Pledgor shall fail to perform, and the Administrative Agent may
from time to time take any other action which the Administrative Agent
reasonably deems necessary for the maintenance, preservation or protection of
any of the Collateral or of its security interest therein.

     

    SECTION 6.5. Addresses
for Notices.  All notices and other communications provided for
hereunder to any party hereto shall be given in the manner provided in Section 10.1 of
the Credit Agreement, and if to the Administrative Agent, at the address set
forth in Section
10.1 of the Credit Agreement.

     

    SECTION 6.6.  Governing
Law; Jurisdiction.

     

    (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.


    
      
         


      

      
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    (b)           Each
Pledgor hereby irrevocably and unconditionally submits, for itself and its
property, to the non-exclusive jurisdiction of the United States District Court
of the Northern District 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 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
Pledgor 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 or any Lender may otherwise have to bring
any action or proceeding relating to this Agreement against the Pledgors or
their respective properties in the courts of any jurisdiction.

     

    (c)           Each
Pledgor 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 Pledgor
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
Pledgor 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 6.7.  Waiver of
Jury Trial.  EACH PLEDGOR 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
PLEDGOR (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY LENDER OR
THE ADMINISTRATIVE AGENT HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
LENDER OR ADMINISTRATIVE AGENT WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO
ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS,
THE WAIVERS AND CERTIFICATIONS IN THIS SECTION.

     

    SECTION 6.8.  Postponement
of Subrogation.  Each
Pledgor subordinates and agrees not to exercise any rights against the Borrower
which it may acquire by way of subrogation or contribution, by any payment made
hereunder or otherwise, until all the Secured Obligations shall have been
irrevocably paid in full and the Credit Agreement shall have been irrevocably
terminated.  If any amount shall be paid to a Pledgor on account of
such subrogation or contribution rights at any time when all the Secured
Obligations shall not have been paid in full, such amount shall be held in trust
for the benefit of the Secured Parties and shall forthwith be paid to the
Administrative Agent to be credited and applied to the Secured Obligations,
whether matured or unmatured, in accordance with the terms of the Credit
Agreement.


    
      
         


      

      
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    SECTION 6.9.  Limitation
of Liability.  Neither the Administrative Agent, the Lenders
nor any Affiliate thereof, shall have any liability with respect to, and EACH
PLEDGOR HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE UPON, ANY CLAIM FOR ANY
SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES SUFFERED BY SUCH
PLEDGOR IN CONNECTION WITH, ARISING OUT OF, OR IN ANY WAY RELATED TO THIS
AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREIN OR ANY ACT, OMISSION OR EVENT
OCCURRING IN CONNECTION HEREWITH.

     

    SECTION 6.10. Waiver of
O.C.G.A. Section 10-7-24.  Each Pledgor hereby waives all
rights under Section 10-7-24 of the Official Code of Georgia Annotated, as
amended, including any right to require Lenders to proceed against the
Borrower.

     

    SECTION 6.11.  Counterparts,
Effectiveness, etc.  This Agreement may be executed by the
parties hereto in several counterparts, each of which shall be executed by the
Pledgors and the Administrative Agent and be deemed to be an original and all of
which shall constitute together but one and the same agreement.  This
Agreement shall become effective when counterparts hereof executed on behalf of
each Pledgor and each Lender (or notice thereof satisfactory to the
Administrative Agent) shall have been received by the Administrative Agent and
notice thereof shall have been given by the Administrative Agent to each Pledgor
and each Lender.

     

    (Signatures
on following page)


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as
of the date 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
continue on following page)


    
      
         


      

      
        15

        
          

        

      

      
         


      

    

    


    
      
        	 
      	
                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]

              


      

    


    
      
         


      

      
        16