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EXHIBIT 10.15.4
LIMITED WAIVER TO
CREDIT AGREEMENT
This Limited Waiver to Credit Agreement (this "Limited Waiver"),
dated
as of December 31, 2005, is made by and among, on the one hand,
WELLS FARGO
FOOTHILL, INC., a California corporation ("Lender"), and on the
other hand,
EASYLINK SERVICES CORPORATION, a Delaware corporation ("Parent"),
and each of
Parent's Subsidiaries identified on the signature pages hereof
(such
Subsidiaries, together with Parent, are referred to hereinafter
each
individually as a "Borrower", and individually and collectively,
jointly and
severally, as the "Borrowers").
RECITALS
A. The Borrowers and the Lender are parties to that certain
Credit
Agreement, dated as of December 9, 2004 (as amended, and as the
same may be
further amended, modified or restated from time to time, the
"Credit
Agreement").
B. The Borrowers have requested a limited one-time waiver to
the
Borrowers' non-compliance with the EBITDA covenant and Projection
delivery, each
under the Credit Agreement as provided herein.
C. The Lender is willing to waive such non-compliance, subject to
the
terms and conditions of this Limited Waiver.
NOW, THEREFORE, in consideration of the premises herein contained,
and
for other good and valuable consideration (the receipt, sufficiency
and adequacy
of which are hereby acknowledged), the parties hereto (intending to
be legally
bound) hereby agree as follows:
1. Definitions. Terms capitalized herein and not otherwise
defined
herein shall have the meanings ascribed to such terms in the Credit
Agreement.
2. Limited Waivers. Subject to the terms and conditions
contained
herein, the Lender hereby waives the Borrowers' obligation to
comply with (i)
the covenant contained in Section 6.16(a) (Minimum EBITDA) thereof
solely for
the period ended December 31, 2005 and (ii) the financial reporting
covenant
contained in Schedule 5.3(e) to the Credit Agreement (Parent's
Projections)
thereof solely for the period ended December 31, 2005 (the
"Projections
Waiver"). The Borrowers hereby agree to deliver to the Lender the
Parent's
Projections in accord with Schedule 5.3(e) to the Credit Agreement
on or prior
to January 16, 2006. If the Borrowers fail to deliver to the Lender
such
Parent's Projections on or prior to January 16, 2006, then the
Lender may pursue
any and all remedies available to it under the Credit Agreement in
connection
with occurrence and continuance of the Event of Default arising
under the Credit
Agreement from the failure of the Borrowers to deliver to the
Lender the
Parent's Projections. The Borrowers and the Lender hereby agree
that concurrent
with delivery of the Parent's Projections, the Minimum EBITDA
covenant contained
in Section 6.16(a)(i) of the Credit Agreement shall be amended to
such amounts
as agreed to by the Borrowers and the Lender utilizing the Parent's
Projections.
In the event that the Borrowers and Lender fail to agree on such
amended amounts
for the Minimum EBITDA covenant, then the Mi
