Execution
Version

    


    COMMITMENT INCREASE
AMENDMENT

    TO REVOLVING CREDIT AND TERM
LOAN AGREEMENT

     

    THIS COMMITMENT INCREASE AMENDMENT TO
REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Amendment”), is made
and entered into as of May 19, 2010, by and among EASYLINK SERVICES INTERNATIONAL
CORPORATION, a Delaware corporation (the “Borrower”), EASYLINK SERVICES CORPORATION,
a Delaware corporation (“ESC”), EASYLINK SERVICES USA, INC., a
Delaware corporation (“ES USA”) (ESC and ES
USA are hereinafter collectively referred to as the “Guarantors”), the
several banks and other financial institutions from time to time party hereto
(collectively, the “Approving Lenders”)
and SUNTRUST BANK, in
its capacity as administrative agent for the Lenders (the “Administrative
Agent”).

     

    WITNESSETH:

     

    WHEREAS, the Borrower, the
Approving Lenders, certain other financial institutions (together with the
Approving Lenders, the “Lenders”) and the
Administrative Agent are parties to a certain Revolving Credit and Term Loan
Agreement, dated as of May 19, 2009 (as amended, restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”;
capitalized terms used herein and not otherwise defined shall have the meanings
assigned to such terms in the Credit Agreement), pursuant to which the Lenders
have made certain financial accommodations available to the
Borrower;

     

    WHEREAS, the Borrower has
requested that the Term Loan Commitments be increased by $5,000,000.00 pursuant
to Section 2.23 of the Credit Agreement, and subject to the terms and conditions
hereof, certain of the Approving Lenders whose commitments are reflected as
increased on Exhibit A attached hereto (the “Increasing Lenders”)
are willing to do so; and

     

    WHEREAS, the Borrower has
requested certain waivers and consents to the terms of the Credit Agreement, as
hereinafter set forth, and the Approving Lenders, which constitute the Required
Lenders under the terms of the Credit Agreement, are willing to grant such
requests, subject to the terms and conditions set forth herein;

     

    NOW, THEREFORE, for good and
valuable consideration, the sufficiency and receipt of all of which are
acknowledged, the Borrower, the Approving Lenders and the Administrative Agent
agree as follows:

     

    1.           Commitment
Increase/Waiver and Consent.     (a)  Each
Increasing Lender agrees that its Term Loan Commitment is increased to the
amount set forth opposite its name on Exhibit A to this
Amendment.  Upon the effectiveness of this Amendment, Schedule II attached
hereto shall be substituted for the existing Schedule II attached
to the Credit Agreement for all purposes.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (b)         Each
Approving Lender waives the requirements of (i) Section 2.23(a) of the Credit
Agreement that any increase of the Aggregate Term Loan Commitments occur after
May 19, 2010 (and not as to any other requirement set forth in Section 2.23(a)
of the Credit Agreement); (ii) Section 7.5(vi) of the Credit Agreement that any
redemptions of the York Preferred Stock be financed solely with the proceeds of
any Additional Commitment Amount (and not as to any other requirement set forth
in Section 7.5(vi) or any other provision of Section 7.5 applicable to Section
7.5(vi) of the Credit Agreement); and (iii) Section 7.7 of the Credit Agreement,
to the extent such section prohibits the redemption of the York Preferred Stock
as contemplated herein.

     

    2.           Conditions
to Effectiveness of this Amendment.  Notwithstanding
any other provision of this Amendment and without affecting in any manner the
rights of the Increasing Lenders hereunder, it is understood and agreed that
this Amendment shall not become effective, and the Borrower shall have no rights
under this Amendment, until the Administrative Agent shall have received (i)
upfront fees in the amount of one percent (1.0%) of the increase in the Term
Loan Commitments provided hereunder, to be applied pro rata among the Increasing
Lenders, (ii) such fees as the Borrower has previously agreed in writing to pay
the Administrative Agent or any of its affiliates in connection with this
Amendment, (iii) reimbursement or payment of its costs and expenses incurred in
connection with this Amendment or the Credit Agreement (including reasonable
fees, charges and disbursements of Arnall Golden Gregory LLP, counsel to the
Administrative Agent) and (iv) each of the following documents:

     

    (a)           executed
counterparts to this Amendment from the Borrower, each of the Guarantors and the
Approving Lenders;

     

    (b)           a
favorable written opinion of counsel to the Borrower and the Guarantors,
addressed to the Administrative Agent and Increasing Lenders, and covering such
matters relating to this Amendment and the transactions contemplated therein as
the Administrative Agent and the Increasing Lenders shall reasonably request;
and

     

    (c)           a
certificate of the Secretary or Assistant Secretary of the Borrower and each
Guarantor, attaching and certifying the resolutions of its boards of directors,
authorizing the execution, delivery and performance of this Amendment and
certifying the name, title and true signature of each officer of the Borrower or
the Guarantor, as the case may be, executing the Amendment, and confirming no
changes have occurred to the articles of incorporation or bylaws of the Borrower
or such Guarantor.

     

    3.           Representations
and Warranties.  To induce the
Lenders and the Administrative Agent to enter into this Amendment, each Loan
Party hereby represents and warrants to the Lenders and the Administrative
Agent:

     

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

     

    
      
         


      

      
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    (b)         The
execution, delivery and performance by each Loan Party of the Loan Documents to
which it is a party are within such Loan Party’s organizational powers and have
been duly authorized by all necessary organizational, and if required,
shareholder, partner or member, action;

     

    (c)         The
execution, delivery and performance by the Borrower of this Amendment, and by
each Loan Party of the other Loan Documents to which it is a party (i) do not
require any consent or approval of, registration or filing with, or any action
by, any Governmental Authority, except those as have been obtained or made and
are in full force and effect, (ii) will not violate any Requirements of Law
applicable to Borrower or any of its Subsidiaries or any judgment, order or
ruling of any Governmental Authority, (iii) will not violate or result in a
default under any material indenture, agreement or other instrument binding on
the Borrower or any of its Subsidiaries or any of its assets or give rise to a
right thereunder to require any payment to be made by the Borrower or any of its
Subsidiaries and (iv) will not result in the creation or imposition of any Lien
on any asset of the Borrower or any of its Subsidiaries, except Liens (if any)
created under the Loan Documents;

     

    (d)         This
Amendment has been duly executed and delivered for the benefit of or on behalf
of each Loan Party and constitutes a legal, valid and binding obligation of each
Loan Party, enforceable against such Loan Party in accordance with its terms
except as the enforceability hereof may be limited by bankruptcy, insolvency,
reorganization, moratorium and other laws affecting creditors’ rights and
remedies in general; and

     

    (e)         After
giving effect to this Amendment, the representations and warranties contained in
the Credit Agreement and the other Loan Documents are true and correct in all
material respects, and no Default or Event of Default has occurred and is
continuing as of the date hereof.

     

    4.           Reaffirmation.  Each
Guarantor consents to the execution and delivery by the Borrower of this
Amendment and jointly and severally ratifies and confirms the terms of the
Subsidiary Guaranty Agreement with respect to the indebtedness now or hereafter
outstanding under the Credit Agreement as amended hereby and all promissory
notes issued thereunder.  Each Guarantor acknowledges that,
notwithstanding anything to the contrary contained herein or in any other
document evidencing any indebtedness of the Borrower to the Lenders or any other
obligation of the Borrower, or any actions now or hereafter taken by the Lenders
with respect to any obligation of the Borrower, the Subsidiary Guaranty
Agreement (i) is and shall continue to be a primary obligation of the
Guarantors, (ii) is and shall continue to be an absolute, unconditional, joint
and several, continuing and irrevocable guaranty of payment, and (iii) is and
shall continue to be in full force and effect in accordance with its
terms.  Nothing contained herein to the contrary shall release,
discharge, modify, change or affect the original liability of the Guarantors
under the Subsidiary Guaranty Agreement.

     

    5.           Effect of
Amendment.  Except as set forth expressly herein, all terms of
the Credit Agreement, as amended hereby, and the other Loan Documents shall be
and remain in full force and effect and shall constitute the legal, valid,
binding and enforceable obligations of the Borrower to the Lenders and the
Administrative Agent.  The execution, delivery and effectiveness of
this Amendment shall not, except as expressly provided herein, operate as a
waiver of any right, power or remedy of the Lenders under the Credit Agreement,
nor constitute a waiver of any provision of the Credit
Agreement.  This Amendment shall constitute a Loan Document for all
purposes of the Credit Agreement.

     

    
      
         


      

      
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    6.           Governing
Law.
  This Amendment shall be governed by, and construed in
accordance with, the internal laws of the State of Georgia and all applicable
federal laws of the United States of America.

     

    7.           No
Novation.  This Amendment is
not intended by the parties to be, and shall not be construed to be, a novation
of the Credit Agreement or an accord and satisfaction in regard
thereto.

     

    8.           Costs and
Expenses.  The Borrower agrees to pay on demand all costs and
expenses of the Administrative Agent in connection with the preparation,
execution and delivery of this Amendment, including, without limitation, the
reasonable fees and out-of-pocket expenses of outside counsel for the
Administrative Agent with respect thereto.

     

    9.           Counterparts.  This Amendment
may be executed by one or more of the parties hereto in any number of separate
counterparts, each of which shall be deemed an original and all of which, taken
together, shall be deemed to constitute one and the same
instrument.  Delivery of an executed counterpart of this Amendment by
facsimile transmission or by electronic mail in pdf form shall be as effective
as delivery of a manually executed counterpart hereof.

     

    10.         Binding
Nature.  This Amendment
shall be binding upon and inure to the benefit of the parties hereto, their
respective successors, successors-in-titles, and assigns.

     

    11.         Entire
Understanding.  This Amendment
sets forth the entire understanding of the parties with respect to the matters
set forth herein, and shall supersede any prior negotiations or agreements,
whether written or oral, with respect thereto.

     

    (Signatures
on following page)

     

    
      
         


      

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

     

    
      
        
          	 
      	
                  BORROWER:

                
	 
      	 
      
	 
      	
                  EASYLINK
      SERVICES INTERNATIONAL

                  CORPORATION,
      a Delaware corporation

                
	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Thomas J. Stallings

                
	 
      	
                  Name:

                	
                  Thomas J. Stallings

                
	 
      	
                  Title:

                	
                  Chief Executive Officer

                
	 
      	 
      	 
      
	 
      	 
      	
                  [CORPORATE
      SEAL]

                
	 
      	 
      	 
      
	 
      	
                  GUARANTORS:

                
	 
      	 
      	 
      
	 
      	
                  EASYLINK
      SERVICES CORPORATION, a

                  Delaware
      corporation

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Thomas J. Stallings

                
	 
      	
                  Name:

                	
                  Thomas J. Stallings

                
	 
      	
                  Title:

                	
                  Chief Executive Officer

                
	 
      	 
      	 
      
	 
      	 
      	
                  [CORPORATE
      SEAL]

                
	 
      	 
      	 
      
	 
      	
                  EASYLINK
      SERVICES USA, INC., a Delaware

                  corporation

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Thomas J. Stallings

                
	 
      	
                  Name:

                	
                  Thomas J. Stallings

                
	 
      	
                  Title:

                	
                  Chief Executive Officer

                
	 
      	 
      	 
      
	 
      	 
      	
                  [CORPORATE
      SEAL]

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        	 
      	
                LENDERS:

              
	 
      	 
      	 
      
	 
      	
                SUNTRUST BANK,
      individually and as

                Administrative
      Agent

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Sherry D. Harris

              
	 
      	
                Name:

              	
                Sherry D. Harris

              
	 
      	
                Title:

              	
                Senior Vice
  President

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	 
      	
              FIFTH THIRD BANK, as a
      Lender

            
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ Herm Manderson

            
	 
      	
              Name:

            	
              Herm Manderson

            
	 
      	
              Title:

            	
              Vice
President

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	 
      	
              THE
      PRIVATE BANK AND TRUST

              COMPANY, as a
      Lender

            
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ Zennie W. Lynch, Jr.

            
	 
      	
              Name:

            	
              Zennie W. Lynch, Jr.

            
	 
      	
              Title:

            	
              Managing
Director

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	 
      	
              ATLANTIC CAPITAL BANK,
      as a Lender

            
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ J. Christopher
  Deisley

            
	 
      	
              Name:

            	
              J. Christopher Deisley

            
	 
      	
              Title:

            	
              Senior Vice
  President