REVOLVING CREDIT AND TERM LOAN AGREEMENT dated as of October 21, 2010 among EASYLINK SERVICES INTERNATIONAL CORPORATION, as Borrower THE LENDERS FROM TIME TO TIME PARTY HERETO, SUNTRUST BANK, as Administrative Agent FIFTH THIRD BANK, AN OHIO BANKING...Revolving Credit and Term Loan Agreement • October 22nd, 2010 • Easylink Services International Corp • Services-computer programming services • Georgia
THIS REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Agreement”) is made and entered into as of October 21, 2010, by and among EASYLINK SERVICES INTERNATIONAL CORPORATION, a Delaware corporation (the “Borrower”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”) and as swingline lender (the “Swingline Lender”).
SECURITY AGREEMENTSecurity Agreement • October 22nd, 2010 • Easylink Services International Corp • Services-computer programming services • Georgia
THIS SECURITY AGREEMENT (this “Agreement”), dated as of October 21, 2010, by and among EASYLINK SERVICES INTERNATIONAL CORPORATION, a Delaware corporation (the “Borrower”), the subsidiaries of the Borrower signatory hereto and each other subsidiary of the Borrower hereafter a party hereto (Borrower, each subsidiary of the Borrower a party hereto and each other subsidiary hereafter becoming a party hereto shall be collectively known as the “Grantors”, and individually as a “Grantor”), in favor of SUNTRUST BANK, in its capacity as the administrative agent (the “Administrative Agent”), for the several banks and other financial institutions and lenders (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 Administrative Agent, the Lenders, and SunTrust Bank, as Issuing Bank and as the Swingline Lender (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreem
STOCK PLEDGE AGREEMENTStock Pledge Agreement • October 22nd, 2010 • Easylink Services International Corp • Services-computer programming services • Georgia
THIS STOCK PLEDGE AGREEMENT (this “Agreement”), dated as of October 21, 2010, is made by EASYLINK SERVICES INTERNATIONAL CORPORATION, a Delaware corporation (“Borrower”), the subsidiaries of the Borrower signatory hereto (Borrower and each subsidiary of the Borrower a party hereto shall be collectively known as the “Pledgors”, and individually as a “Pledgor”), in favor of SUNTRUST BANK, in its capacity as administrative agent (the “Administrative Agent”) for the several banks and other financial institutions and lenders (the “Lenders”) from time to time party to the Credit Agreement (as defined below).
SECURITIES AND ASSET PURCHASE AGREEMENT among PREMIERE GLOBAL SERVICES, INC., XPEDITE SYSTEMS HOLDINGS (UK) LIMITED, PREMIERE CONFERENCING (CANADA) LIMITED, XPEDITE SYSTEMS, LLC and EASYLINK SERVICES INTERNATIONAL CORPORATION dated as of October 21, 2010Securities and Asset Purchase Agreement • October 22nd, 2010 • Easylink Services International Corp • Services-computer programming services • Georgia
This Securities and Asset Purchase Agreement (this “Agreement”), dated as of October 21, 2010, is entered into among PREMIERE GLOBAL SERVICES, INC., a Georgia corporation (“Parent”), XPEDITE SYSTEMS HOLDINGS (UK) LIMITED, a company formed under the laws of the United Kingdom (“UK Holdco”), PREMIERE CONFERENCING (CANADA) LIMITED, a company formed under the laws of Canada (“Canada Holdco”; Parent, UK Holdco and Canada Holdco are referred to herein each individually as a “Seller” and collectively as “Sellers”), XPEDITE SYSTEMS, LLC, a Delaware limited liability company (the “Company”), and EASYLINK SERVICES INTERNATIONAL CORPORATION, a Delaware corporation (“Buyer”).
FORM OF REVOLVING CREDIT NOTERevolving Credit Note • October 22nd, 2010 • Easylink Services International Corp • Services-computer programming services
FOR VALUE RECEIVED, the undersigned, EASYLINK SERVICES INTERNATIONAL CORPORATION, a Delaware corporation (the “Borrower”), hereby promises to pay to [NAME OF LENDER] (the “Bank”) or its registered assigns, at the office of the Bank at ____________________________,, on the Revolving Commitment Termination Date (as defined in the Revolving Credit and Term Loan Agreement dated as of October 21, 2010, as the same may be amended, restated, supplemented or otherwise modified from time to time (the “Credit Agreement”), by and among the Borrower, the several banks and other financial institutions and lenders from time to time party thereto (the “Lenders”) and SunTrust Bank, as administrative agent for the Lenders), the lesser of the principal sum of _______________________ AND NO/100 DOLLARS ($_____________) and the aggregate unpaid principal amount of all Revolving Loans made by the Bank to the Borrower pursuant to the Credit Agreement, in lawful money of the United States of America in immed
EASYLINK SERVICES INTERNATIONAL CORPORATION, a Delaware corporationTerm Note • October 22nd, 2010 • Easylink Services International Corp • Services-computer programming services
SUBSIDIARY GUARANTY AGREEMENTSubsidiary Guaranty Agreement • October 22nd, 2010 • Easylink Services International Corp • Services-computer programming services • Georgia
THIS SUBSIDIARY GUARANTY AGREEMENT (this “Agreement”), dated as of October 21, 2010, 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 and lenders (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 and SunTrust Bank, as the Administrative Agent for the Lenders, as the Issuing Bank and as the Swingline Lender (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).
BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENTBill of Sale, Assignment and Assumption Agreement • October 22nd, 2010 • Easylink Services International Corp • Services-computer programming services • Georgia
THIS BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of October 21, 2010, is made and entered into by and between PREMIERE CONFERENCING (CANADA) LIMITED, a company formed under the laws of Canada (“Canada Holdco”), and EASYLINK SERVICES INTERNATIONAL CORPORATION, a Delaware corporation (“Buyer”). Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the Purchase Agreement (as defined below).
FORM OF SWINGLINE NOTESwingline Note • October 22nd, 2010 • Easylink Services International Corp • Services-computer programming services
FOR VALUE RECEIVED, the undersigned, EASYLINK SERVICES INTERNATIONAL CORPORATION, a Delaware corporation (the “Borrower”), hereby promises to pay to SUNTRUST BANK (the “Swingline Lender”) or its registered assigns, at the office of SunTrust Bank (“SunTrust”) at 303 Peachtree St., N.E., Atlanta, Georgia 30308, on the Revolving Commitment Termination Date (as defined in the Revolving Credit and Term Loan Agreement dated as of October 21, 2010, as the same may be amended, restated, supplemented or otherwise modified from time to time (the “Credit Agreement”), by and among the Borrower, the several banks and other financial institutions and lenders from time to time party thereto (the “Lenders”) and SunTrust, as administrative agent for the Lenders), the lesser of the principal sum of FIVE MILLION AND NO/100 DOLLARS ($5,000,000.00) and the aggregate unpaid principal amount of all Swingline Loans made by the Swingline Lender to the Borrower pursuant to the Credit Agreement, in lawful money
