Exhibit 10.2






EXHIBIT
10.2




FORM OF TERM NOTE




	 	 	 
	$                                        

	 	Atlanta, Georgia
	 

	 	[Date]






FOR VALUE RECEIVED, the undersigned, EASYLINK SERVICES INTERNATIONAL CORPORATION, a Delaware
corporation (the “Borrower”), hereby promises to pay to [NAME OF LENDER] (the
“Lender”) or its registered assigns, at the office of                                         , (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 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 Term Note and the Credit Agreement.



This 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.



(Signature on following page)




 


 









 







THIS 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:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	[CORPORATE SEAL]
	 	 






 


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