EXHIBIT
10.4

           

          FORM
OF TERM NOTE

           

          
            	
                    $_______________________

                  	
                    Atlanta,
      Georgia

                  
	 
      	
                    October
      21, 2010

                  


          

          


          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 ____________________________,
(i) on the Maturity 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 aggregate unpaid
principal amount of the Term Loan made by the Bank 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 Bank pursuant to the Credit Agreement and payable to the
Bank on such date as specified therein, in each case 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
Bank.

           

          Upon the
occurrence and during the continuance of an Event of Default, the Borrower
promises to pay interest, on demand, at the rate or rates provided in the Credit
Agreement.

           

          All
Borrowings evidenced by this Term 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 Term Note and the Credit
Agreement.

           

          This Term
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)

           

          
            
               

            

            
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          THIS TERM
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:

                          	 
	 
      	
                            Name: 

                          	 
	 
      	
                            Title:

                          	 
	 	 
	 
      	
                            [CORPORATE
      SEAL]

                          


                  

                

              

            

          

        

      

    


    
      
         


      

      
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    LOANS
AND PAYMENTS

     

    
      
        
          
            
              
                	
                        Date

                      	
                        Amount and

                        Type of Loan

                      	
                        Payments of

                        Principal

                      	
                        Unpaid

                        Principal

                        Balance of

                        Note

                      	
                        Name of Person 
Making

                        Notation

                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


              

            

          

        

      

    

     

    
      
        
        

      

      
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