REVOLVING CREDIT AND TERM LOAN AGREEMENT dated as of May 19, 2009 among EASYLINK SERVICES INTERNATIONAL CORPORATION as Borrower THE LENDERS FROM TIME TO TIME PARTY HERETO, SUNTRUST BANK, as Administrative Agent and THE PRIVATE BANK AND TRUST COMPANY,...Revolving Credit and Term Loan Agreement • May 21st, 2009 • 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 May 19, 2009, 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”).
SECURITY AGREEMENTSecurity Agreement • May 21st, 2009 • Easylink Services International Corp • Services-computer programming services • Georgia
THIS SECURITY AGREEMENT (this “Agreement”), dated as of May 19, 2009, 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 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • May 21st, 2009 • Easylink Services International Corp • Services-computer programming services • Georgia
THIS STOCK PLEDGE AGREEMENT (this “Agreement”), dated as of May 19, 2009, 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).
REVOLVING CREDIT NOTERevolving Credit Note • May 21st, 2009 • 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 “Lender”) or its registered assigns, at the office of SunTrust Bank (“SunTrust”) at 303 Peachtree St., N.E., Atlanta, Georgia 30303, 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 he
SUBSIDIARY GUARANTY AGREEMENTSubsidiary Guaranty Agreement • May 21st, 2009 • Easylink Services International Corp • Services-computer programming services • Georgia
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).
FORM OF WARRANTWarrant Agreement • May 21st, 2009 • Easylink Services International Corp • Services-computer programming services • Delaware
NEITHER THIS WARRANT NOR THE SECURITIES FOR WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
FORM OF TERM NOTETerm Note • May 21st, 2009 • 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 “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 o
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • May 21st, 2009 • Easylink Services International Corp • Services-computer programming services • New York
This Securities Exchange Agreement is entered into and dated as of May 19, 2009 (this “Agreement”), by and among EasyLink Services International Corporation, a Delaware corporation (the “Company”), and each of the purchasers identified on the signature pages hereto (each, a “Purchaser” and, collectively, the “Purchasers”).
