REVOLVING CREDIT NOTE
EXHIBIT
10.3
$2,000,000.00
|
Atlanta, Georgia | |
| May 19, 2009 |
FOR VALUE RECEIVED, the undersigned, EASYLINK SERVICES INTERNATIONAL CORPORATION, a Delaware
corporation (the “Borrower”), hereby promises to pay to SUNTRUST BANK (the
“Lender”) or its registered assigns, at the office of SunTrust Bank (“SunTrust”) at
000 Xxxxxxxxx Xx., X.X., Xxxxxxx, Xxxxxxx 00000, on the Revolving Commitment Termination 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 lesser of the principal sum of TWO MILLION AND NO/100
DOLLARS ($2,000,000.00) and the aggregate unpaid principal amount of all Revolving Loans made by
the 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
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 Revolving Credit 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 Revolving Credit Note and the Credit Agreement.
This Revolving Credit 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 REVOLVING CREDIT 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/ Xxxx X. Xxxxxxx | |||
| Name: | Xxxx X. Xxxxxxx | |||
| Title: | Chief Financial Officer [CORPORATE SEAL] |
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