Execution
Version

     

    FORM OF

    AMENDED & RESTATED TERM
NOTE

     

    
      	
              $__________________

            	
              Atlanta,
      Georgia

            
	 
      	
              May
      19, 2010

            


    

    


    FOR VALUE
RECEIVED, the undersigned, EASYLINK SERVICES INTERNATIONAL CORPORATION, a
Delaware corporation (the “Borrower”), hereby
promises to pay to ______________ (the “Lender”) or its
registered assigns, at the office of ____________ at ________________________,
(i) on the Maturity Date (as defined in the Revolving Credit and Term Loan
Agreement dated as of May 19, 2009, as the same may be amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”),
among the Borrower, the lenders from time to time party thereto and SunTrust, as
administrative agent for the lenders, the aggregate unpaid principal amount of
the Term Loan made by the Lender to the Borrower pursuant to the Credit
Agreement, and (ii) on each date specified in the Credit Agreement prior to
the Maturity Date, the principal amount of the Term Loan made to the Borrower by
the Lender pursuant to the Credit Agreement and payable to the Lender on such
date as specified therein, in each case 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 Lender.

     

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

     

    All
borrowings evidenced by this Amended and Restated Term 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 Amended and Restated Term Note and
the Credit Agreement.

     

    This
Amended and Restated Term 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.

     

    This
Amended and Restated Term Note is an amendment and restatement of, and replaces
in its entirety, that certain Term Note executed by Borrower in favor of Lender
dated May 19, 2009, in the original principal amount of ________________________
Dollars ($_______________), and is not intended to serve as a novation or an
accord and satisfaction of the indebtedness evidenced thereby.

     

    (Signature
on following page)

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    THIS
AMENDED AND RESTATED TERM 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:

                	
                  /s/ Glen E. Shipley

                
	
                  Name:

                	
                  Glen E. Shipley

                
	
                  Title:

                	
                  Chief Financial Officer

                
	 	 
	 
      	
                  [CORPORATE
      SEAL]

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    LOANS AND
PAYMENTS

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	
                                              Date

                                            	 	
                                              Amount and

                                              Type of Loan

                                            	 	 	
                                              Payments of

                                              Principal

                                            	 	 	
                                              Unpaid

                                              Principal

                                              Balance of

                                              Note

                                            	 	 	
                                              Name of Person

                                              Making

                                              Notation