Common use of Restructure Clause in Contracts

Restructure. If EasyLink (a) successfully raises a minimum of $10,000,000.00 of capital by no later than October 31, 2001 (the "Financing Condition"); and (b) enters into a restructuring arrangement with ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ with respect to his outstanding $9.2 million note and lessors holding the outstanding obligations under EasyLink's existing equipment leases (other than exceptions agreed to by ATT) on terms and conditions, taken as a whole, that are not more favorable to any of such creditors than the terms hereof (the "Other Creditor's Condition"), then the Original Note shall be amended and restated in the form of the Note (as defined below) and converted into the right to receive the Shares and the Warrants and EasyLink shall enter the Registration Rights Agreement on the following terms and conditions: (a) EasyLink shall execute and deliver to ATT a promissory note in the principal amount of $10,000,000 (the "Note"). The Note shall be in the form attached hereto as Exhibit A. The Note shall continue to be secured by the Security Interests under the Security Documents. (b) EasyLink shall deliver 10,000,000 shares of EasyLink's Class A common stock, par value $.01 per share ("Shares") to ATT. Such number of Shares shall be appropriately adjusted in the event the Company shall effect a stock split, stock dividend or stock combination on or before the closing. (c) EasyLink shall deliver warrants to purchase 10,000,000 shares of EasyLink's Class A common stock, par value $.01 per share ("Warrants") to ATT. The Warrants shall shall be in the form attached hereto as Exhibit B. The Warrants shall expire ten (10) years from the date of issue and shall have an exercise price equal to the average of the closing prices of EasyLink's Class A common stock over the 30 trading days ending two days before the closing. The initial exercise price under the Warrants and the number of shares issuable upon exercise of the Warrants shall be appropriately adjusted in the event the Company shall effect a stock split, stock dividend or stock combination on or before the closing and thereafter shall be subject to adjustment as provided in the form of Warrants. (d) EasyLink will execute, and ATT shall be entitled to become a party to a registration rights agreement which will obligate EasyLink to file a registration statement covering the resale of the Shares and the shares issuable upon exercise of the Warrants within 45 days from closing of the issuance of the Note, the Shares and the Warrants and to use all reasonable commercial efforts to cause such registration statement to become effective as soon as practicable thereafter. The Registration Rights Agreement shall be in the form attached hereto as Exhibit C. (e) ATT has the right to examine all other agreements with other creditors and to ensure that the Other Creditors Condition has been satisfied. EasyLink shall deliver any agreement with another creditor to ATT.

Restructure. If EasyLink (ai) is not in material default under this Agreement or any of the non-payment terms of the Lease; (ii) successfully raises a minimum of $10,000,000.00 of capital by no later than October 31, 2001 (the "Financing Condition"); and (biii) enters into a restructuring arrangement with AT&T Corp. with respect to its outstanding note in the original principal amount of $35 million, George Abi Zeid with respect to his outstanding note in the original ▇▇▇▇▇▇ ▇p▇▇ ▇▇▇▇ with respect to his outstanding ▇▇t of $9.2 million note and lessors holding the outstanding at least 90% of its equipment lease obligations under EasyLink's existing equipment leases (other than exceptions agreed to by ATT) on terms and conditions, conditions taken as a whole, whole that are not more favorable to any of such creditors parties than the terms hereof (the "Other Creditor's Condition"), then the Original Note Lease shall be amended terminated and restated in MicroTech will convert the form of the Forbearance Note (as defined below) and converted into the right to receive Note, the Shares and the Warrants other rights provided below and EasyLink shall enter the Registration Rights Agreement on the following terms and conditions: (a) EasyLink shall execute and deliver to ATT MicroTech a convertible promissory note in the principal amount of $10,000,000 303,233 (the "Note"). The Note shall be in the form of Exhibit B attached hereto as Exhibit A. hereto. The initial conversion price of the Note shall be appropriately adjusted in the event the Company shall effect a stock split, stock dividend or stock combination on or before the closing. The Equipment Purchase Payment shall continue to be secured by the Security Interests Leased Equipment pursuant to the Lease, provided that MicroTech shall release such security interest in any Leased Equipment that MicroTech sells to EasyLink pursuant to Section 6 or otherwise. The Note shall be secured by the lien under the Security Documentssecurity agreement entered into pursuant to Section 6(d) above on the same terms and conditions. In addition to the payments on the Note, on the third anniversary of the date of issuance of the Note, EasyLink shall make a balloon payment to MicroTech in the amount of $181,555. (b) EasyLink shall deliver 10,000,000 454,849 shares of EasyLink's Class A common stock, par value $.01 per share stock ("Shares") to ATTMicroTech. Such number of Shares shall be appropriately adjusted in the event the Company shall effect a stock split, stock dividend or stock combination on or before the closing. (c) EasyLink and MicroTech will execute an Accession Agreement pursuant to which MicoTech shall deliver warrants to purchase 10,000,000 shares of EasyLink's Class A common stock, par value $.01 per share ("Warrants") to ATT. The Warrants shall shall be in the form attached hereto as Exhibit B. The Warrants shall expire ten (10) years from the date of issue and shall have an exercise price equal to the average of the closing prices of EasyLink's Class A common stock over the 30 trading days ending two days before the closing. The initial exercise price under the Warrants and the number of shares issuable upon exercise of the Warrants shall be appropriately adjusted in the event the Company shall effect a stock split, stock dividend or stock combination on or before the closing and thereafter shall be subject to adjustment as provided in the form of Warrants. (d) EasyLink will execute, and ATT shall be entitled to become a party to a the registration rights agreement which will obligate EasyLink to file a registration statement covering the resale of the Shares and the shares issuable upon exercise of the Warrants within 45 days from the closing of the issuance of the Note, the Shares and the Warrants restructuring and to use all reasonable commercial efforts to cause such registration statement to become effective as soon as practicable thereafter. The A copy of the form of Registration Rights Agreement shall be in the form is attached hereto as Exhibit C. (ed) ATT MicroTech has the right to examine all other agreements with other creditors and to ensure that the Other Creditors Condition has been satisfied. EasyLink shall deliver any agreement with another creditor to ATTMicroTech within two (2) business days of MicroTech having made request for the agreement.

Restructure. If EasyLink (ai) is not in material default under this Agreement or any of the non-payment terms of the Leases; (ii) successfully raises a minimum of $10,000,000.00 of capital by no later than October 31, 2001 (the "Financing Condition"); and (biii) enters into a restructuring arrangement with AT&T Corp. with respect to its outstanding note in the original principal amount of $35 million, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ with respect to his outstanding note in the original principal amount of $9.2 million note and lessors holding the outstanding at least 90% of its equipment lease obligations under EasyLink's existing equipment leases (other than exceptions agreed to by ATT) on terms and conditions, conditions taken as a whole, whole that are not more favorable to any of such creditors parties than the terms hereof (the "Other Creditor's Condition"), then the Original Note Leases shall be amended terminated and restated in Fleet will convert the form of the Forbearance Note (as defined below) and converted into the right to receive Note, the Shares Shares, the Warrants and the Warrants other rights provided below and EasyLink shall enter the Registration Rights Agreement on the following terms and conditions: (a) EasyLink shall execute and deliver to ATT Fleet a convertible promissory note in the principal amount of $10,000,000 663,162 (the "Note"). The Note shall be in the form of Exhibit B attached hereto as Exhibit A. hereto. The initial conversion price of the Note shall be appropriately adjusted in the event the Company shall effect a stock split, stock dividend or stock combination on or before the closing. The Note shall continue to be secured by the Security Interests lien under the Security Documentssecurity agreement entered into pursuant to Section 6(b) above on the same terms and conditions. (b) EasyLink shall deliver 10,000,000 663,162 shares of EasyLink's Class A common stock, par value $.01 per share stock ("Shares") to ATTFleet. Such number of Shares shall be appropriately adjusted in the event the Company shall effect a stock split, stock dividend or stock combination on or before the closing. (c) EasyLink shall deliver 663,162 warrants to purchase 10,000,000 shares of EasyLink's Class A common stock, par value $.01 per share stock ("Warrants") to ATTFosythe. The Warrants shall shall be in the form attached hereto as Exhibit B. The Warrants shall expire ten (10) years from the date of issue and shall have an exercise price equal to the average of the closing prices of EasyLink's Class A common stock over the 30 trading days ending two days before Easylink's execution and delivery of the closing. The Warrant in substantially the form attached as Exhibit C. Such initial exercise price under the Warrants and the number of shares issuable upon exercise of the Warrants shall be appropriately adjusted in the event the Company shall effect a stock split, stock dividend or stock combination on or before the closing and thereafter shall be subject to adjustment as provided in the form of Warrants.. A copy of the form of Warrant in substantially the form to be used is attached as Exhibit C. (d) EasyLink and Fleet will execute, and ATT execute an Accession Agreement pursuant to which Fleet shall be entitled to become a party to a the registration rights agreement which will obligate EasyLink to file a registration statement covering the resale of the Shares and the shares issuable upon exercise of the Warrants within 45 days from the closing of the issuance of the Note, the Shares and the Warrants restructuring and to use all reasonable commercial efforts to cause such registration statement to become effective as soon as practicable thereafter. The A copy of the form of Registration Rights Agreement shall be in the form is attached hereto as Exhibit C.D. (e) ATT Fleet has the right to examine all other agreements with other creditors and to ensure that the Other Creditors Condition has been satisfied. EasyLink shall deliver any agreement with another creditor to ATTFleet within two (2) business days of Fleet having made request for the agreement.

Restructure. If EasyLink (a) is not in material default under this Agreement or any of the non-payment terms of the Lease; (b) successfully raises a minimum of $10,000,000.00 of capital by no later than October 31, 2001 (the "Financing Condition"); and (bc) enters into a restructuring arrangement with AT&T Corp. with respect to its outstanding note, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ with respect to his outstanding $9.2 million note and lessors holding the outstanding substantially all of its equipment lease obligations under EasyLink's existing equipment leases (other than exceptions agreed to by ATT) on terms and conditions, conditions taken as a whole, whole that are not more favorable to any of such creditors parties than the terms hereof (the "Other Creditor's Condition"), then the Original Note Lease shall be amended terminated and restated in GATX will convert the form of the Forbearance Note (as defined below) and converted into the right to receive Note, the Shares and the Warrants and EasyLink shall enter the Registration Rights Agreement on the following terms and conditions: (a) EasyLink shall execute and deliver to ATT GATX a convertible promissory note in the principal amount of $10,000,000 2,510,000 (the "Note"). The Note shall be in the form attached hereto as Exhibit A. for a five (5) year term commencing June 1, 2001 and accrue interest at a rate of 12.0%. The Note shall continue to will accrue interest for the first three years and will thereafter require principal amortization starting at the end of third year. The interest and principal payments will be secured payable semi-annually and will fully amortize the Note by the Security Interests under end of the Security Documents. (b) EasyLink shall deliver 10,000,000 fifth year. The Note will be convertible into shares of EasyLink's EasyLink Class A common stock, par value $.01 per share ("Class A common stock"), at an exercise price of $1.00 per share at the request of GATX at any time during the term. Such initial Conversion Price shall be appropriately adjusted in the event the Company shall effect a stock split, stock dividend or stock combination on or before the closing and thereafter shall be subject to adjustment as provided in the Note. The Note shall also provide that, upon thirty (30) days prior written notice, EasyLink may irrevocably elect at any time and from time to time to prepay the outstanding balance of the Note, or any portion thereof, plus accrued interest for cash in such amount. A copy of the form of the Note in substantially the form to be used is attached as Exhibit B. (b) EasyLink shall deliver 2,510,000 shares of EasyLink's Class A common stock ("Shares") to ATTGATX. Such number of Shares shall be appropriately adjusted in the event the Company shall effect a stock split, stock dividend or stock combination on or before the closing. (c) EasyLink shall deliver 2,510,000 warrants to purchase 10,000,000 shares of EasyLink's Class A common stock, par value $.01 per share stock ("Warrants") to ATTGATX. The Warrants shall shall be in the form attached hereto as Exhibit B. The Warrants shall expire ten (10) years from the date of issue and shall have an exercise price equal to the average of the closing prices of EasyLink's Class A common stock over the 30 trading days ending two days before the closing. The Such initial exercise price under the Warrants and the number of shares issuable upon exercise of the Warrants shall be appropriately adjusted in the event the Company shall effect a stock split, stock dividend or stock combination on or before the closing and thereafter shall be subject to adjustment as provided in the form of Warrants.. A copy of the form of Warrant in substantially the form to be used is attached as Exhibit C. (d) EasyLink will execute, and ATT shall be entitled to become a party to execute a registration rights agreement which will obligate EasyLink to file a registration statement covering the resale of the Shares and the shares issuable upon exercise of the Warrants within 45 days from closing of the issuance of the Note, the Shares and the Warrants and to use all reasonable commercial efforts to cause such registration statement to become effective as soon as practicable thereafter. The A copy of the form of Registration Rights Agreement shall be in substantially the form to be used is attached hereto as Exhibit C.D. (e) ATT GATX has the right to examine all other agreements with other creditors and to ensure that the Other Creditors Condition has been satisfied. EasyLink shall deliver any agreement with another creditor to ATTGATX within two (2) business days of GATX having made request for the agreement.

Restructure. If EasyLink (ai) is not in material default under this Agreement or any of the non-payment terms of the Lease; (ii) successfully raises a minimum of $10,000,000.00 of capital by no later than October 31, 2001 (the "Financing Condition"); and (biii) enters into a restructuring arrangement with AT&T Corp. with respect to its outstanding note in the original principal amount of $35 million, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ with respect to his outstanding note in the original principal amount of $9.2 million note and lessors holding the outstanding at least 90% of its equipment lease obligations under EasyLink's existing equipment leases (other than exceptions agreed to by ATT) on terms and conditions, conditions taken as a whole, whole that are not more favorable to any of such creditors parties than the terms hereof (the "Other Creditor's Condition"), then the Original Note Lease shall be amended terminated and restated in Pentech will convert the form of the Forbearance Note (as defined below) and converted into the right to receive Note, the Shares Shares, the Warrant and the Warrants other rights provided below and EasyLink shall enter the Registration Rights Agreement on the following terms and conditions: (a) EasyLink shall execute and deliver to ATT Pentech a convertible promissory note in the principal amount of $10,000,000 519,000 (the "Note"). The Note shall be in the form of Exhibit B attached hereto as Exhibit A. hereto. The initial conversion price of the Note shall be appropriately adjusted in the event the Company shall effect a stock split, stock dividend or stock combination on or before the closing. The Equipment Purchase Payment shall continue to be secured by the Security Interests Leased Equipment pursuant to the Lease, provided that Pentech shall release such security interest in any Leased Equipment that Pentech sells to EasyLink pursuant to Section 6 or otherwise. The Note shall be secured by the lien under the Security Documentssecurity agreement entered into pursuant to Section 6(d) above on the same terms and conditions. In addition to the payments on the Note, on the third anniversary of the date of issuance of the Note, EasyLink shall make a balloon payment to Pentech in the amount of $430,000. (b) EasyLink shall deliver 10,000,000 518,952 shares of EasyLink's Class A common stock, par value $.01 per share ("Shares") to ATT. Such number of Shares shall be appropriately adjusted in the event the Company shall effect a stock split, stock dividend or stock combination on or before the closing. (c) EasyLink shall deliver 518,952 warrants to purchase 10,000,000 shares of EasyLink's Class A common stock, par value $.01 per share ("Warrants") to ATT. The Warrants shall shall be in the form attached hereto as Exhibit B. The Warrants shall expire ten (10) years from the date of issue and shall have an exercise price equal to the average of the closing prices of EasyLink's Class A common stock over the 30 trading days ending two days before the closing. The initial exercise price under the Warrants and the number of shares issuable upon exercise of the Warrants shall be appropriately adjusted in the event the Company shall effect a stock split, stock dividend or stock combination on or before the closing and thereafter shall be subject to adjustment as provided in the form of Warrants. (d) EasyLink will execute, and ATT shall be entitled to become a party to a registration rights agreement which will obligate EasyLink to file a registration statement covering the resale of the Shares and the shares issuable upon exercise of the Warrants within 45 days from closing of the issuance of the Note, the Shares and the Warrants and to use all reasonable commercial efforts to cause such registration statement to become effective as soon as practicable thereafter. The Registration Rights Agreement shall be in the form attached hereto as Exhibit C. (e) ATT has the right to examine all other agreements with other creditors and to ensure that the Other Creditors Condition has been satisfied. EasyLink shall deliver any agreement with another creditor to ATT."Warrant")

Restructure. If EasyLink (a) is not in material default under this Agreement or any of the non-payment terms of the Lease; (b) successfully raises a minimum of $10,000,000.00 of capital by no later than October 31, 2001 (the "Financing Condition"); and (bc) enters into a restructuring arrangement with AT&T Corp. with respect to its outstanding note, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ with respect to his outstanding $9.2 million note and lessors holding the outstanding substantially all of its equipment lease obligations under EasyLink's existing equipment leases (other than exceptions agreed to by ATT) on terms and conditions, conditions taken as a whole, whole that are not more favorable to any of such creditors parties than the terms hereof (the "Other Creditor's Condition"), then the Original Note Lease shall be amended terminated and restated in GATX will convert the form of the Forbearance Note (as defined below) and converted into the right to receive Note, the Shares and the Warrants and EasyLink shall enter the Registration Rights Agreement on the following terms and conditions: (a) EasyLink shall execute and deliver to ATT GATX a convertible promissory note in the principal amount of $10,000,000 115,000 (the "Note"). The Note shall be in the form attached hereto as Exhibit A. for a five (5) year term commencing June 1, 2001 and accrue interest at a rate of 12.0%. The Note shall continue to will accrue interest for the first three years and will thereafter require principal amortization starting at the end of third year. The interest and principal payments will be secured payable semi-annually and will fully amortize the Note by the Security Interests under end of the Security Documents. (b) EasyLink shall deliver 10,000,000 fifth year. The Note will be convertible into shares of EasyLink's EasyLink Class A common stock, par value $.01 per share ("Class A common stock"), at an exercise price of $1.00 per share at the request of GATX at any time during the term. Such initial Conversion Price shall be appropriately adjusted in the event the Company shall effect a stock split, stock dividend or stock combination on or before the closing and thereafter shall be subject to adjustment as provided in the Note. The Note shall also provide that, upon thirty (30) days prior written notice, EasyLink may irrevocably elect at any time and from time to time to prepay the outstanding balance of the Note, or any portion thereof, plus accrued interest for cash in such amount. A copy of the form of the Note in substantially the form to be used is attached as Exhibit B. (b) EasyLink shall deliver 115,000 shares of EasyLink's Class A common stock ("Shares") to ATTGATX. Such number of Shares shall be appropriately adjusted in the event the Company shall effect a stock split, stock dividend or stock combination on or before the closing. (c) EasyLink shall deliver 115,000 warrants to purchase 10,000,000 shares of EasyLink's Class A common stock, par value $.01 per share stock ("Warrants") to ATTGATX. The Warrants shall shall be in the form attached hereto as Exhibit B. The Warrants shall expire ten (10) years from the date of issue and shall have an exercise price equal to the average of the closing prices of EasyLink's Class A common stock over the 30 trading days ending two days before the closing. The Such initial exercise price under the Warrants and the number of shares issuable upon exercise of the Warrants shall be appropriately adjusted in the event the Company shall effect a stock split, stock dividend or stock combination on or before the closing and thereafter shall be subject to adjustment as provided in the form of Warrants.. A copy of the form of Warrant in substantially the form to be used is attached as Exhibit C. (d) EasyLink will execute, and ATT shall be entitled to become a party to execute a registration rights agreement which will obligate EasyLink to file a registration statement covering the resale of the Shares and the shares issuable upon exercise of the Warrants within 45 days from closing of the issuance of the Note, the Shares and the Warrants and to use all reasonable commercial efforts to cause such registration statement to become effective as soon as practicable thereafter. The A copy of the form of Registration Rights Agreement shall be in substantially the form to be used is attached hereto as Exhibit C.D. (e) ATT GATX has the right to examine all other agreements with other creditors and to ensure that the Other Creditors Condition has been satisfied. EasyLink shall deliver any agreement with another creditor to ATTGATX within two (2) business days of GATX having made request for the agreement.

Restructure. If EasyLink (a) successfully raises a minimum of $10,000,000.00 of capital by no later than October 31, 2001 (the "Financing Condition"); and (b) enters into consummates a restructuring arrangement with ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ AT&T Corp. with respect to his its outstanding $9.2 35 million note and lessors holding at least 90% of the outstanding obligations under EasyLink's existing equipment leases (other than exceptions agreed to by ATTHolder) on terms and conditions, taken as a whole, that are not more favorable to any of such creditors than the terms hereof (the "Other Creditor's Condition"), then the Original Note shall be amended and restated in the form of the Note (as defined below) and converted into the right to receive the Shares and the Warrants and EasyLink shall enter the Registration Rights Agreement on the following terms and conditions: (a) EasyLink shall execute and deliver to ATT Holder a promissory note in the principal amount of $10,000,000 2,682,964 (the "Note"). The Note shall be in the form attached hereto as Exhibit A. The Note shall continue to be secured by the Security Interests under the Security Documents.A. (b) EasyLink shall deliver 10,000,000 2,682,964 shares of EasyLink's Class A common stock, par value $.01 per share ("Shares") to ATTHolder. Such number of Shares shall be appropriately adjusted in the event the Company shall effect a stock split, stock dividend or stock combination on or before the closingdate of the closing of the issuance of the Shares (the "Closing Date"). (c) EasyLink shall deliver warrants to purchase 10,000,000 2,682,964 shares of EasyLink's Class A common stock, par value $.01 per share ("Warrants") ), to ATTHolder. The Warrants shall shall be in the form attached hereto as Exhibit B. The Warrants shall expire ten (10) years from the date of issue and shall have an exercise price equal to the average of the closing prices of EasyLink's Class A common stock over the 30 trading days ending two days before the closingClosing Date. The initial exercise price under the Warrants and the number of shares issuable upon exercise of the Warrants shall be appropriately adjusted in the event the Company shall effect a stock split, stock dividend or stock combination on or before the closing Closing Date and thereafter shall be subject to adjustment as provided in the form of Warrants. (d) EasyLink will execute, and ATT Holder shall be entitled to become a party to a registration rights agreement which will obligate EasyLink to file within 45 days from the Closing Date a registration statement covering the resale of the Shares and the shares issuable upon exercise of the Warrants within 45 days from closing of the issuance of the Note, the Shares and the Warrants and to use all reasonable commercial efforts to cause such registration statement to become effective as soon as practicable thereafter. The Registration Rights Agreement shall be in the form attached hereto as Exhibit C. (e) ATT Holder has the right to examine all other agreements with other creditors and to ensure that the Other Creditors Condition has been satisfied. EasyLink shall deliver any agreement all agreements with another creditor other creditors to ATTHolder.

Restructure. If EasyLink (ai) is not in material default under this Agreement or any of the non-payment terms of the Lease; (ii) successfully raises a minimum of $10,000,000.00 of capital by no later than October 31, 2001 (the "Financing Condition"); and (biii) enters into a restructuring arrangement with AT&T Corp. with respect to its outstanding note in the original principal amount of $35 million, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ with respect to his outstanding note in the original principal amount of $9.2 million note and lessors holding the outstanding at least 90% of its equipment lease obligations under EasyLink's existing equipment leases (other than exceptions agreed to by ATT) on terms and conditions, conditions taken as a whole, whole that are not more favorable to any of such creditors parties than the terms hereof (the "Other Creditor's Condition"), then the Original Note Lease shall be amended terminated and restated in ▇▇▇▇▇▇▇▇ will convert the form of the Forbearance Note (as defined below) and converted into the right to receive Note, the Shares Shares, the Warrants and the Warrants other rights provided below and EasyLink shall enter the Registration Rights Agreement on the following terms and conditions: (a) EasyLink shall execute and deliver to ATT ▇▇▇▇▇▇▇▇ a convertible promissory note in the principal amount of $10,000,000 643,506 (the "Note"). The Note shall be in the form of Exhibit B attached hereto as Exhibit A. hereto. The initial conversion price of the Note shall be appropriately adjusted in the event the Company shall effect a stock split, stock dividend or stock combination on or before the closing. The Note shall continue to be secured by the Security Interests lien under the Security Documentssecurity agreement entered into pursuant to Section 6(d) above on the same terms and conditions. (b) EasyLink shall deliver 10,000,000 643,506 shares of EasyLink's Class A common stock, par value $.01 per share stock ("Shares") to ATT▇▇▇▇▇▇▇▇. Such number of Shares shall be appropriately adjusted in the event the Company shall effect a stock split, stock dividend or stock combination on or before the closing. (c) EasyLink shall deliver 643,506 warrants to purchase 10,000,000 shares of EasyLink's Class A common stock, par value $.01 per share stock ("Warrants") to ATTFosythe. The Warrants shall shall be in the form attached hereto as Exhibit B. The Warrants shall expire ten (10) years from the date of issue and shall have an exercise price equal to the average of the closing prices of EasyLink's Class A common stock over the 30 trading days ending two days before the closing. The Such initial exercise price under the Warrants and the number of shares issuable upon exercise of the Warrants shall be appropriately adjusted in the event the Company shall effect a stock split, stock dividend or stock combination on or before the closing and thereafter shall be subject to adjustment as provided in the form of Warrants. (d) EasyLink will execute, and ATT shall be entitled to become a party to a registration rights agreement which will obligate EasyLink to file a registration statement covering the resale . A copy of the Shares and the shares issuable upon exercise form of the Warrants within 45 days from closing of the issuance of the Note, the Shares and the Warrants and to use all reasonable commercial efforts to cause such registration statement to become effective as soon as practicable thereafter. The Registration Rights Agreement shall be Warrant in substantially the form to be used is attached hereto as Exhibit C. (e) ATT has the right to examine all other agreements with other creditors and to ensure that the Other Creditors Condition has been satisfied. EasyLink shall deliver any agreement with another creditor to ATT.

Restructure. If EasyLink (a) successfully raises a minimum of $10,000,000.00 of capital by no later than October 31Upon the consummation on or before November 30, 2001 (the "Financing Condition"); and (b) enters into of a restructuring arrangement with AT&T Corp. with respect to its outstanding note in the original principal amount of $35 million, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ with respect to his outstanding note in the original principal amount of $9.2 million note and lessors holding the outstanding at least 90% of its equipment lease obligations under EasyLink's existing equipment leases (other than exceptions agreed to by ATT) on terms and conditions, conditions taken as a whole, whole that are not more favorable to any of such creditors parties than the terms hereof (the "Other Creditor's Condition"), then the Original Note Lease shall be amended terminated and restated in LTI will convert the form of the Forbearance Note (as defined below) and converted into the right to receive Note, the Shares and the Warrants other rights provided below and EasyLink shall upon such consummation enter into the Registration Rights Agreement on the following terms and conditionsconditions and deliver the instruments set forth in paragraphs (a), (b) and (c) of this Section 10: (a) EasyLink shall execute and deliver to ATT LTI a convertible promissory note in the principal amount of $10,000,000 234,184 (the "Note"). The Note shall be in the form of Exhibit C attached hereto as Exhibit A. hereto. The initial conversion price of the Note shall be appropriately adjusted in the event the Company shall effect a stock split, stock dividend or stock combination on or before the closing. The Equipment Purchase Payment shall continue to be secured by the Security Interests Leased Equipment pursuant to the Lease, provided that LTI shall release such security interest in any Leased Equipment that LTI sells to EasyLink pursuant to Section 6 or otherwise. The Note shall be secured by the lien under the Security Documentssecurity agreement entered into pursuant to Section 6(d) above on the same terms and conditions. In addition to the payments on the Note, on the third anniversary of the date of issuance of the Note, EasyLink shall make a balloon payment to LTI in the amount of $144,000. (b) EasyLink shall deliver 10,000,000 351,276 shares of EasyLink's Class A common stock, par value $.01 per share stock ("Shares") to ATTLTI. Such number of Shares shall be appropriately adjusted in the event the Company shall effect a stock split, stock dividend or stock combination on or before the closing. (c) EasyLink and LTI will execute an Accession Agreement pursuant to which LTI shall deliver warrants to purchase 10,000,000 shares of EasyLink's Class A common stock, par value $.01 per share ("Warrants") to ATT. The Warrants shall shall be in the form attached hereto as Exhibit B. The Warrants shall expire ten (10) years from the date of issue and shall have an exercise price equal to the average of the closing prices of EasyLink's Class A common stock over the 30 trading days ending two days before the closing. The initial exercise price under the Warrants and the number of shares issuable upon exercise of the Warrants shall be appropriately adjusted in the event the Company shall effect a stock split, stock dividend or stock combination on or before the closing and thereafter shall be subject to adjustment as provided in the form of Warrants. (d) EasyLink will execute, and ATT shall be entitled to become a party to a the registration rights agreement which will obligate EasyLink to file a registration statement covering the resale of the Shares and the shares issuable upon exercise of the Warrants within 45 days from the closing of the issuance of the Note, the Shares and the Warrants restructuring and to use all reasonable commercial efforts to cause such registration statement to become effective as soon as practicable thereafter. The A copy of the form of Registration Rights Agreement shall be in the form is attached hereto as Exhibit C.D. (ed) ATT LTI has the right to examine all other agreements with other creditors and to ensure that the Other Creditors Condition has been satisfied. EasyLink shall deliver any agreement with another creditor to ATTLTI within two (2) business days of LTI having made request for the agreement. LTI acknowledges that the restructuring arrangements set forth in the documents furnished to LTI prior to the execution and delivery hereof satisfy the Other Creditor's Condition.

Restructure. If EasyLink (a) successfully raises a minimum of $10,000,000.00 of capital by no later than October 31, 2001 (the "Financing Condition"); and (b) enters into a restructuring arrangement with ▇▇▇▇▇George Abi Zeid with respect t▇ ▇▇▇ ▇▇▇▇ with respect to his outstanding ▇▇▇▇▇ing $9.2 million note and lessors holding the outstanding obligations under EasyLink's existing equipment leases (other than exceptions agreed to by ATT) on terms and conditions, taken as a whole, that are not more favorable to any of such creditors than the terms hereof (the "Other Creditor's Condition"), then the Original Note shall be amended and restated in the form of the Note (as defined below) and converted into the right to receive the Shares and the Warrants and EasyLink shall enter the Registration Rights Agreement on the following terms and conditions: (a) EasyLink shall execute and deliver to ATT a promissory note in the principal amount of $10,000,000 (the "Note"). The Note shall be in the form attached hereto as Exhibit A. The Note shall continue to be secured by the Security Interests under the Security Documents. (b) EasyLink shall deliver 10,000,000 shares of EasyLink's Class A common stock, par value $.01 per share ("Shares") to ATT. Such number of Shares shall be appropriately adjusted in the event the Company shall effect a stock split, stock dividend or stock combination on or before the closing. (c) EasyLink shall deliver warrants to purchase 10,000,000 shares of EasyLink's Class A common stock, par value $.01 per share ("Warrants") to ATT. The Warrants shall shall be in the form attached hereto as Exhibit B. The Warrants shall expire ten (10) years from the date of issue and shall have an exercise price equal to the average of the closing prices of EasyLink's Class A common stock over the 30 trading days ending two days before the closing. The initial exercise price under the Warrants and the number of shares issuable upon exercise of the Warrants shall be appropriately adjusted in the event the Company shall effect a stock split, stock dividend or stock combination on or before the closing and thereafter shall be subject to adjustment as provided in the form of Warrants. (d) EasyLink will execute, and ATT shall be entitled to become a party to a registration rights agreement which will obligate EasyLink to file a registration statement covering the resale of the Shares and the shares issuable upon exercise of the Warrants within 45 days from closing of the issuance of the Note, the Shares and the Warrants and to use all reasonable commercial efforts to cause such registration statement to become effective as soon as practicable thereafter. The Registration Rights Agreement shall be in the form attached hereto as Exhibit C. (e) ATT has the right to examine all other agreements with other creditors and to ensure that the Other Creditors Condition has been satisfied. EasyLink shall deliver any agreement with another creditor to ATT.