EXHIBIT
10.6

       

      FORM
OF SWINGLINE NOTE

       

      
        	
                $5,000,000.00

              	
                Atlanta,
      Georgia

              
	 
      	
                October
      21, 2010

              


      

      


      FOR VALUE
RECEIVED, the undersigned, EASYLINK SERVICES INTERNATIONAL CORPORATION, a
Delaware corporation (the “Borrower”), hereby
promises to pay to SUNTRUST BANK (the “Swingline Lender”) or
its registered assigns, at the office of SunTrust Bank (“SunTrust”) at 303
Peachtree St., N.E., Atlanta, Georgia 30308, 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, as administrative agent for the Lenders), the lesser of the principal
sum of FIVE MILLION AND NO/100 DOLLARS ($5,000,000.00) and the aggregate unpaid
principal amount of all Swingline Loans made by the Swingline Lender 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 Swingline Lender.

       

      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 Swingline 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 Swingline Note and the Credit
Agreement.

       

      This
Swingline 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
SWINGLINE 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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