Exhibit 10.4






EXHIBIT 10.4




SUBSIDIARY GUARANTY AGREEMENT




THIS SUBSIDIARY GUARANTY AGREEMENT (the “Agreement”), dated as of May 19, 2009, by and
among EASYLINK SERVICES INTERNATIONAL CORPORATION, a Delaware corporation (the “Borrower”),
each of the subsidiaries of the Borrower listed on Schedule I hereto (each such subsidiary
individually, a “Guarantor” and collectively, the “Guarantors”) and SUNTRUST BANK,
in its capacity as administrative agent (the “Administrative Agent”) for the several banks
and other financial institutions (the “Lenders”) from time to time party to the Revolving
Credit and Term Loan Agreement, dated as of the date hereof, by and among the Borrower, the
Lenders, the Administrative Agent, and SunTrust Bank, as Issuing Bank (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized
terms used herein and not otherwise defined herein shall the meanings assigned to such terms in the
Credit Agreement).



W I T N E S S E T H:




WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to establish a revolving
credit facility in favor of and to extend term loans to the Borrower;



WHEREAS, each of the Guarantors is a direct or indirect Subsidiary of the Borrower and will
derive substantial benefit from the making of Loans by the Lenders and the issuance of Letters of
Credit by the Issuing Bank; and



WHEREAS, it is a condition precedent to the obligations of the Administrative Agent, the
Issuing Bank and the Lenders under the Credit Agreement that each Guarantor execute and deliver to
the Administrative Agent a Subsidiary Guaranty Agreement in the form hereof, and each Guarantor
wishes to fulfill said condition precedent;



NOW, THEREFORE, in order to induce Lenders to extend the Loans and the Issuing Bank to issue
Letters of Credit and to make the financial accommodations as provided for in the Credit Agreement
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:



Section 1. Guarantee. Each Guarantor unconditionally guarantees, jointly with the
other Guarantors and severally, as a primary obligor and not merely as a surety, (i) the due and
punctual payment of all Obligations including, without limitation, (A) the principal of and
premium, if any, and interest (including interest accruing during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in
such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or
more dates set for prepayment or otherwise, (B) each payment required to be made by the Borrower
under the Credit Agreement in respect of any Letter of Credit, when and as due, including payments
in respect of reimbursement or disbursements, interest thereon and obligations to provide cash
collateral, (C) all monetary obligations incurred in connection with purchasing cards, corporate
credit cards or similar extensions of credit between any Loan Party and any Lender or Affiliate of
any Lender, and (D) all other monetary obligations, including fees, costs, expenses and
indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary
obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other
similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Loan
Parties to the Administrative Agent and the Lenders under the Credit Agreement and the other Loan
Documents, (ii) the due and punctual performance of all covenants, agreements, obligations and
liabilities of the Loan Parties under or pursuant to the Credit Agreement and
the other Loan Documents; and (iii) the due and punctual payment and performance of all obligations
of
the Borrower, monetary or otherwise, under any Hedging Transaction relating to the Obligations
entered into with a counterparty that was a Lender or an Affiliate of a Lender at the time such
Hedging Transaction was entered into (all the monetary and other obligations referred to in the
preceding clauses (i) through (iii) being collectively called the “Guaranteed
Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended
or renewed, in whole or in part, without notice to or further assent from such Guarantor, and that
such Guarantor will remain bound upon its guarantee notwithstanding any extension or renewal of any
Guaranteed Obligations.


 


 









 





Section 2. Obligations Not Waived. To the fullest extent permitted by applicable law,
each Guarantor waives presentment or protest to, demand of or payment from the other Loan Parties
of any of the Guaranteed Obligations, and also waives notice of acceptance of its guarantee and
notice of protest for nonpayment. To the fullest extent permitted by applicable law, the
obligations of each Guarantor hereunder shall not be affected by (i) the failure of the
Administrative Agent or any Lender to assert any claim or demand or to enforce or exercise any
right or remedy against the Borrower or any other Guarantor under the provisions of the Credit
Agreement, any other Loan Document or otherwise, (ii) any rescission, waiver, amendment or
modification of, or any release from any of the terms or provisions of, this Agreement, any other
Loan Document, any guarantee or any other agreement, including with respect to any other Guarantor
under this Agreement, or (iii) the failure to perfect any security interest in, or the release of,
any of the security held by or on behalf of the Administrative Agent or any Lender.



Section 3. Guarantee of Payment. Each Guarantor further agrees that its guarantee
constitutes a guarantee of payment when due and not of collection, and waives any right to require
that any resort be had by the Administrative Agent or any Lender to any of the security held for
payment of the Guaranteed Obligations or to any balance of any deposit account or credit on the
books of the Administrative Agent or any Lender in favor of the Borrower or any other Person.



Section 4. No Discharge or Diminishment of Guarantee. The obligations of each
Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination
for any reason (other than to the extent of indefeasible payment in cash of the Guaranteed
Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of
the Guaranteed Obligations, and shall not be subject to any defense or setoff, counterclaim,
recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of
the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the
obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected
by the failure of the Administrative Agent or any Lender to assert any claim or demand or to
enforce any remedy under the Credit Agreement, any other Loan Document or any other agreement, by
any waiver or modification of any provision of any thereof, by any default, failure or delay,
willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or
omission that may or might in any manner or to the extent vary the risk of any Guarantor or that
would otherwise operate as a discharge of each Guarantor as a matter of law or equity (other than
the indefeasible payment in full in cash of all the Obligations).



Section 5. Defenses of Borrower Waived. To the fullest extent permitted by applicable
law, each Guarantor waives any defense based on or arising out of any defense of any Loan Party or
the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the
cessation from any cause of the liability of any Loan Party, other than the final and indefeasible
payment in full in cash of the Guaranteed Obligations. The Administrative Agent and the Lenders
may, at their election following the occurrence and during the continuance of an Event of Default,
foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales,
accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of
the Guaranteed Obligations, make any other accommodation with any other Loan Party or any other
guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder
except to the extent the Guaranteed
Obligations have been fully, finally and indefeasibly paid in cash. Pursuant to applicable
law, each Guarantor waives any defense arising out of any such election even though such election
operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or
subrogation or other right or remedy of such Guarantor against the Borrower or any other Guarantor
or guarantor, as the case may be, or any security.


 


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Section 6. Agreement to Pay; Subordination. In furtherance of the foregoing and not
in limitation of any other right that the Administrative Agent or any Lender has at law or in
equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan
Party to pay any Obligation when and as the same shall become due, whether at maturity, by
acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will
forthwith pay, or cause to be paid, to the Administrative Agent for the benefit of the Lenders in
cash the amount of such unpaid Obligation. Upon payment by any Guarantor of any sums to the
Administrative Agent, all rights of such Guarantor against any Loan Party arising as a result
thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall
in all respects be subordinate and junior in right of payment to the prior indefeasible payment in
full in cash of all the Guaranteed Obligations. In addition, any indebtedness of any Loan Party
now or hereafter held by any Guarantor is hereby subordinated in right of payment to the prior
payment in full in cash of the Guaranteed Obligations. If any amount shall erroneously be paid to
any Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar
right or (ii) any such indebtedness of any Loan Party, such amount shall be held in trust for the
benefit of the Administrative Agent and the Lenders and shall forthwith be paid to the
Administrative Agent to be credited against the payment of the Guaranteed Obligations, whether
matured or unmatured, in accordance with the terms of the Loan Documents.



Section 7. Information. Each Guarantor assumes all responsibility for being and
keeping itself informed of other Loan Parties’ financial condition and assets, and of all other
circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature,
scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that
none of the Administrative Agent or the Lenders will have any duty to advise any of the Guarantors
of information known to it or any of them regarding such circumstances or risks.



Section 8. Indemnity and Subrogation. In addition to all such rights of indemnity and
subrogation as the Guarantors may have under applicable law (but subject to Section 6), the
Borrower agrees that (a) in the event a payment shall be made by any Guarantor under this
Agreement, the Borrower shall indemnify such Guarantor for the full amount of such payment and such
Guarantor shall be subrogated to the rights of the person to whom such payment shall have been made
to the extent of such payment and (b) in the event any assets of any Guarantor shall be sold to
satisfy a claim of any Lender under this Agreement, the Borrower shall indemnify such Guarantor in
an amount equal to the greater of the book value or the fair market value of the assets so sold.



Section 9. Contribution and Subrogation. Each Guarantor (a “Contributing
Guarantor”) agrees (subject to Section 6) that, in the event a payment shall be made by
any other Guarantor under this Agreement or assets of any other Guarantor shall be sold to satisfy
a claim of any Lender and such other Guarantor (the “Claiming Guarantor”) shall not have
been fully indemnified by the Borrower as provided in Section 8, the Contributing Guarantor
shall indemnify the Claiming Guarantor in an amount equal to the amount of such payment or the
greater of the book value or the fair market value of such assets, as the case may be, in each case
multiplied by a fraction of which the numerator shall be the net worth of the Contributing
Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the
Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to
Section 21, the date of the Supplement hereto executed and delivered by such Guarantor).
Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this
Section 9 shall be
subrogated to the rights of such Claiming Guarantor under Section 8 to the extent of
such payment.


 


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Section 10. Subordination. Notwithstanding any provision of this Agreement to the
contrary, all rights of the Guarantors under Section 8 and Section 9 and all other
rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully
subordinated to the indefeasible payment in full in cash of the Guaranteed Obligations. No failure
on the part of the Borrower or any Guarantor to make the payments required under applicable law or
otherwise shall in any respect limit the obligations and liabilities of any Guarantor with respect
to its obligations hereunder, and each Guarantor shall remain liable for the full amount of the
obligations of such Guarantor hereunder.



Section 11. Representations and Warranties. Each Guarantor represents and warrants as
to itself that all representations and warranties relating to it (as a Subsidiary of the Borrower)
contained in the Credit Agreement are true and correct.



Section 12. Termination. The guarantees made hereunder (i) shall terminate when all
the Guaranteed Obligations have been paid in full in cash and the Lenders have no further
commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and the
Issuing Bank has no further obligation to issue Letters of Credit under the Credit Agreement and
(ii) shall continue to be effective or be reinstated, as the case may be, if at any time payment,
or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Lender or
any Guarantor upon the bankruptcy or reorganization of the Borrower, any Guarantor or otherwise.
In connection with the foregoing, the Administrative Agent shall execute and deliver to such
Guarantor or Guarantor’s designee, at such Guarantor’s expense, any documents or instruments which
such Guarantor shall reasonably request from time to time to evidence such termination and release.



Section 13. Binding Effect; Several Agreement; Assignments. Whenever in this
Agreement any of the parties hereto is referred to, such reference shall be deemed to include the
successors and assigns of such party; and all covenants, promises and agreements by or on behalf of
the Guarantors that are contained in this Agreement shall bind and inure to the benefit of each
party hereto and their respective successors and assigns. This Agreement shall become effective as
to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been
delivered to the Administrative Agent, and a counterpart hereof shall have been executed on behalf
of the Administrative Agent, and thereafter shall be binding upon such Guarantor and the
Administrative Agent and their respective successors and assigns, and shall inure to the benefit of
such Guarantor, the Administrative Agent and the Lenders, and their respective successors and
assigns, except that no Guarantor shall have the right to assign its rights or obligations
hereunder or any interest herein (and any such attempted assignment shall be void). If all of the
capital stock of a Guarantor is sold, transferred or otherwise disposed of pursuant to a
transaction permitted by the Credit Agreement, such Guarantor shall be released from its
obligations under this Agreement without further action. This Agreement shall be construed as a
separate agreement with respect to each Guarantor and may be amended, modified, supplemented,
waived or released with respect to any Guarantor without the approval of any other Guarantor and
without affecting the obligations of any other Guarantor hereunder.




Section 14. Waivers; Amendment.



(a) No failure or delay of the Administrative Agent of any kind in exercising any power or
right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any
such right or power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any other right or power.
The rights and of the Administrative Agent hereunder and of the Lenders under the other Loan
Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise
have. No waiver of any provision
of this Agreement or consent to any departure by any Guarantor therefrom shall in any event be
effective unless the same shall be permitted by subsection (b) below, and then such waiver and
consent shall be effective only in the specific instance and for the purpose for which given. No
notice or demand on any Guarantor in any case shall entitle such Guarantor to any other or further
notice in similar or other circumstances.


 


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(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except
pursuant to a written agreement entered into between the Guarantors with respect to which such
waiver, amendment or modification relates and the Administrative Agent, with the prior written
consent of the Required Lenders (except as otherwise provided in the Credit Agreement).



Section 15. Notices. All communications and notices hereunder shall be in writing and
given as provided in Section 10.1 of the Credit Agreement. All communications and notices
hereunder to each Guarantor shall be given to it at its address set forth on Schedule I
attached hereto.



Section 16. Severability. Any provision of this Agreement held to be illegal, invalid
or unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent
of such illegality, invalidity or unenforceability without affecting the legality, validity or
enforceability of the remaining provisions hereof or thereof; and the illegality, invalidity or
unenforceability of a particular provision in a particular jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.



Section 17. Counterparts; Integration. This Agreement may be executed in
counterparts, each of which shall constitute an original, but all of which when taken together
shall constitute a single contract (subject to Section 13), and shall become effective as
provided in Section 13. Delivery of an executed signature page to this Agreement by
facsimile transmission shall be as effective as delivery of a manually executed counterpart of this
Agreement. This Agreement constitutes the entire agreement among the parties hereto regarding the
subject matters hereof and supersedes all prior agreements and understandings, oral or written,
regarding such subject matter.



Section 18. Rules of Interpretation. The rules of interpretation specified in
Section 1.4 of the Credit Agreement shall be applicable to this Agreement.




Section 19. Governing Law; Jurisdiction; Consent to Service of Process.



(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.



(b) Each Guarantor hereby irrevocably and unconditionally submits, for itself and its
property, to the non-exclusive jurisdiction of the United States courts located within the Northern
District in the State 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 any other Loan Document 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 Guarantor 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, the Issuing Bank or any Lender may otherwise have to bring any action or
proceeding relating to this Agreement against any Guarantor or its properties in the courts of any
jurisdiction.


 


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(c) Each Guarantor 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 party hereto 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 Guarantor irrevocably consents to the service of process in the manner provided for
notices in Section 10.1 of the Credit Agreement. Nothing in this Agreement will affect the right
of the Administrative Agent or any Lender to serve process in any other manner permitted by law.



Section 20. Waiver of Jury Trial. EACH PARTY 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 PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER, AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO
HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.



Section 21. Additional Guarantors. Pursuant to Section 5.11 of the Credit Agreement,
each Subsidiary that was not in existence on the date of the Credit Agreement is required to enter
into this Agreement as a Guarantor upon becoming a Subsidiary. Upon execution and delivery after
the date hereof by the Administrative Agent and such Subsidiary of an instrument in the form of
Annex 1, such Subsidiary shall become a Guarantor hereunder with the same force and effect
as if originally named as a Guarantor herein. The execution and delivery of any instrument adding
an additional Guarantor as a party to this Agreement shall not require the consent of any other
Guarantor hereunder. The rights and obligations of each Guarantor hereunder shall remain in full
force and effect notwithstanding the addition of any new Guarantor as a party to this Agreement.



Section 22. Right of Setoff. If an Event of Default shall have occurred and be
continuing, each Lender is hereby authorized at any time and from time to time, to the fullest
extent permitted by law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other Indebtedness at any time owing by such
Lender to or for the credit or the account of any Guarantor against any or all the obligations of
such Guarantor now or hereafter existing under this Agreement and the other Loan Documents held by
such Lender, irrespective of whether or not such Person shall have made any demand under this
Agreement or any other Loan Document and although such obligations may be unmatured. The rights of
each Lender under this Section 22 are in addition to other rights and remedies (including
other rights of setoff) that such Lender may have.


 


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Section 23. Savings Clause.



(a) It is the intent of each Guarantor and the Administrative Agent that each Guarantor’s
maximum obligations hereunder shall be, but not in excess of:




(i) in a case or proceeding commenced by or against any Guarantor under the provisions
of Title 11 of the United States Code, 11 U.S.C. §§101 et seq. (the “Bankruptcy
Code”) on or within one year from the date on which any of the Guaranteed Obligations
are
incurred, the maximum amount which would not otherwise cause the Guaranteed Obligations
(or any other obligations of such Guarantor owed to the Administrative Agent or the Lenders)
to be avoidable or unenforceable against such Guarantor under (i) Section 548 of the
Bankruptcy Code or (ii) any state fraudulent transfer or fraudulent conveyance act or
statute applied in such case or proceeding by virtue of Section 544 of the Bankruptcy Code;
or




(ii) in a case or proceeding commenced by or against any Guarantor under the Bankruptcy
Code subsequent to one year from the date on which any of the Guaranteed Obligations are
incurred, the maximum amount which would not otherwise cause the Guaranteed Obligations (or
any other obligations of such Guarantor to the Administrative Agent or the Lenders) to be
avoidable or unenforceable against such Guarantor under any state fraudulent transfer or
fraudulent conveyance act or statute applied in any such case or proceeding by virtue of
Section 544 of the Bankruptcy Code; or




(iii) in a case or proceeding commenced by or against any Guarantor under any law,
statute or regulation other than the Bankruptcy Code (including, without limitation, any
other bankruptcy, reorganization, arrangement, moratorium, readjustment of debt,
dissolution, liquidation or similar debtor relief laws), the maximum amount which would not
otherwise cause the Guaranteed Obligations (or any other obligations of such Guarantor to
the Administrative Agent or the Lenders) to be avoidable or unenforceable against such
Guarantor under such law, statute or regulation including, without limitation, any state
fraudulent transfer or fraudulent conveyance act or statute applied in any such case or
proceeding.



(b) The substantive laws under which the possible avoidance or unenforceability of the
Guaranteed Obligations (or any other obligations of such Guarantor to the Administrative Agent or
the Lenders) as may be determined in any case or proceeding shall hereinafter be referred to as the
“Avoidance Provisions”. To the extent set forth in Section 23(a)(i), (ii),
and (iii), but only to the extent that the Guaranteed Obligations would otherwise be
subject to avoidance or found unenforceable under the Avoidance Provisions, if any Guarantor is not
deemed to have received valuable consideration, fair value or reasonably equivalent value for the
Guaranteed Obligations, or if the Guaranteed Obligations would render such Guarantor insolvent, or
leave such Guarantor with an unreasonably small capital to conduct its business, or cause such
Guarantor to have incurred debts (or to have intended to have incurred debts) beyond its ability to
pay such debts as they mature, in each case as of the time any of the Guaranteed Obligations are
deemed to have been incurred under the Avoidance Provisions and after giving effect to the
contribution by such Guarantor, the maximum Guaranteed Obligations for which such Guarantor shall
be liable hereunder shall be reduced to that amount which, after giving effect thereto, would not
cause the Guaranteed Obligations (or any other obligations of such Guarantor to the Administrative
Agent or the Lenders), as so reduced, to be subject to avoidance or unenforceability under the
Avoidance Provisions.



(c) This Section 23 is intended solely to preserve the rights of the Administrative
Agent and the Lenders hereunder to the maximum extent that would not cause the Guaranteed
Obligations of such Guarantor to be subject to avoidance or unenforceability under the Avoidance
Provisions, and neither the Guarantors nor any other Person shall have any right or claim under
this Section 23 as against the Administrative Agent or Lenders that would not otherwise be
available to such Person under the Avoidance Provisions.


 


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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and
year first above written.



	 	 	 	 	 	 	 	 	 
	 	 	EASYLINK SERVICES INTERNATIONAL CORPORATION, 

a Delaware corporation	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Glen E. Shipley	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Glen E. Shipley	 	 
	 

	 	 	 	Title:
	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	[CORPORATE SEAL]
	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	EASYLINK SERVICES CORPORATION, a Delaware corporation	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Glen E. Shipley	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Glen E. Shipley	 	 
	 

	 	 	 	Title:
	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	[CORPORATE SEAL]
	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	EASYLINK SERVICES USA, INC., a Delaware corporation	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Glen E. Shipley	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Glen E. Shipley	 	 
	 

	 	 	 	Title:
	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	[CORPORATE SEAL]
	 	 






	 	 	 	 	 	 	 
	SUNTRUST BANK, as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ Sherry D. Harris	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Sherry D. Harris	 	 
	 

	 	Title:
	 	Senior Vice President
	 	 







 


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