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AOL Inc. – ‘10-12B/A’ on 9/16/09 – ‘EX-10.56’

On:  Wednesday, 9/16/09, at 9:14am ET   ·   Private-to-Public:  Document/Exhibit  –  Release Delayed   ·   Accession #:  1193125-9-192456   ·   File #:  1-34419

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/16/09  AOL Inc.                          10-12B/A¶             68:6.6M                                   Donnelley … Solutions/FA

Amendment to Registration of Securities (General Form)   —   Form 10
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-12B/A    Amendment No. 1 to Form 10                          HTML    100K 
68: CORRESP   ¶ Comment-Response or Other Letter to the SEC         HTML     84K 
 2: EX-2.1      Plan of Acquisition, Reorganization, Arrangement,   HTML    187K 
                          Liquidation or Succession                              
 3: EX-3.1      Articles of Incorporation/Organization or By-Laws   HTML     31K 
 4: EX-3.2      Articles of Incorporation/Organization or By-Laws   HTML     97K 
 5: EX-10.1     Material Contract                                   HTML     80K 
10: EX-10.10    Material Contract                                   HTML     71K 
11: EX-10.11    Material Contract                                   HTML     33K 
12: EX-10.12    Material Contract                                   HTML     33K 
13: EX-10.13    Material Contract                                   HTML     33K 
14: EX-10.14    Material Contract                                   HTML     37K 
15: EX-10.15    Material Contract                                   HTML     37K 
16: EX-10.16    Material Contract                                   HTML     37K 
17: EX-10.17    Material Contract                                   HTML     30K 
18: EX-10.18    Material Contract                                   HTML     24K 
19: EX-10.19    Material Contract                                   HTML     20K 
20: EX-10.20    Material Contract                                   HTML     52K 
21: EX-10.21    Material Contract                                   HTML     52K 
22: EX-10.22    Material Contract                                   HTML    247K 
23: EX-10.23    Material Contract                                   HTML     56K 
24: EX-10.24    Material Contract                                   HTML     45K 
25: EX-10.25    Material Contract                                   HTML     44K 
26: EX-10.26    Material Contract                                   HTML     30K 
27: EX-10.27    Material Contract                                   HTML     36K 
28: EX-10.28    Material Contract                                   HTML     29K 
29: EX-10.29    Material Contract                                   HTML     31K 
30: EX-10.30    Material Contract                                   HTML     63K 
31: EX-10.31    Material Contract                                   HTML     34K 
32: EX-10.32    Material Contract                                   HTML     29K 
33: EX-10.33    Material Contract                                   HTML     96K 
34: EX-10.34    Material Contract                                   HTML     29K 
35: EX-10.35    Material Contract                                   HTML     30K 
36: EX-10.36    Material Contract                                   HTML     30K 
37: EX-10.37    Material Contract                                   HTML     30K 
38: EX-10.38    Material Contract                                   HTML     30K 
39: EX-10.39    Material Contract                                   HTML     30K 
40: EX-10.40    Material Contract                                   HTML    124K 
41: EX-10.41    Material Contract                                   HTML     30K 
42: EX-10.42    Material Contract                                   HTML     32K 
43: EX-10.43    Material Contract                                   HTML     31K 
44: EX-10.44    Material Contract                                   HTML     72K 
45: EX-10.45    Material Contract                                   HTML     31K 
46: EX-10.46    Material Contract                                   HTML     21K 
47: EX-10.47    Material Contract                                   HTML    182K 
48: EX-10.48    Material Contract                                   HTML     25K 
49: EX-10.49    Material Contract                                   HTML     27K 
50: EX-10.50    Material Contract                                   HTML     57K 
51: EX-10.51    Material Contract                                   HTML     23K 
52: EX-10.52    Material Contract                                   HTML     43K 
53: EX-10.53    Material Contract                                   HTML    126K 
54: EX-10.54    Material Contract                                   HTML    113K 
55: EX-10.55    Material Contract                                   HTML     31K 
56: EX-10.56    Material Contract                                   HTML     27K 
57: EX-10.57    Material Contract                                   HTML     43K 
58: EX-10.58    Material Contract                                   HTML     86K 
59: EX-10.59    Material Contract                                   HTML     22K 
 6: EX-10.6     Material Contract                                   HTML    148K 
60: EX-10.60    Material Contract                                   HTML     26K 
61: EX-10.61    Material Contract                                   HTML     48K 
62: EX-10.62    Material Contract                                   HTML     26K 
63: EX-10.63    Material Contract                                   HTML     22K 
64: EX-10.64    Material Contract                                   HTML     40K 
65: EX-10.65    Material Contract                                   HTML    576K 
66: EX-10.66    Material Contract                                   HTML     36K 
 7: EX-10.7     Material Contract                                   HTML    115K 
 8: EX-10.8     Material Contract                                   HTML     69K 
 9: EX-10.9     Material Contract                                   HTML     67K 
67: EX-99.1     Miscellaneous Exhibit                               HTML   1.78M 


‘EX-10.56’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  Exhibit 10.56  

Exhibit 10.56

Execution Version

THIRD AMENDMENT TO AMENDED AND RESTATED

AGREEMENT FOR DELIVERY OF SERVICE

This Third Amendment to Amended and Restated Agreement for Delivery of Service (“Third Amendment”) is entered into by and between AOL LLC, (f/k/a/ America Online, Inc.) (“AOL”) and Level 3 Communications, LLC (“Level 3”), effective as of February 25, 2008 (the “Third Amendment Effective Date”).

INTRODUCTION

The Parties hereto wish to further amend that certain Amended and Restated Agreement for Delivery of Service, effective as of April 17, 2000 (the “2000 Agreement”), as amended previously by that certain Amendment No. 1 to Amended and Restated Agreement for Delivery of Service, effective as of March 29, 2002 (the “First Amendment”), that Letter Agreement effective March 14, 2003 (the “2003 Letter Agreement”), that Amendment No. 2 to Amended and Restated Agreement for Delivery of Service, effective as of December 17, 2004 (the “Second Amendment”), that Letter Agreement effective as of October 13, 2005 (the “2005 Letter Agreement”), that Letter Agreement effective as of May 31, 2006 (the “May 2006 Letter Agreement”), the Letter Agreement effective September 13, 2006 (the “September 2006 Letter Agreement”), and that Letter Agreement effective as of June 29, 2007 (the “2007 Letter Agreement”) (the 2000 Agreement, the First Amendment, the 2003 Letter Agreement, the Second Amendment, the 2005 Letter Agreement, the May 2006 Letter Agreement, the September 2006 Letter Agreement and the 2007 Letter Agreement collectively the “Managed Modem Agreement”). Capitalized terms not defined in this Third Amendment shall have the meanings set forth in the Managed Modem Agreement.

AGREEMENT

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby amend the Managed Modem Agreement as follows:

1.    Assignment.    Section 9.2 of the Managed Modem Agreement shall be deleted and replaced with the following:

“9.2  Assignment or Transfer.  No party may assign this Agreement or assign or delegate its rights or obligations under the Agreement without the prior written consent of the other party, whose consent shall not be unreasonably withheld. Notwithstanding the foregoing, either party may assign this Agreement or its rights and obligations under this Agreement without the approval of the other party (i) to an entity which acquires (a) all or substantially all of the assets of the assigning party, (b) all or substantially all of the assets utilizing the Services or (c) one or more lines of business of the assigning party that utilize the Services; (ii) to any Affiliate of the assigning party; or (iii) to a successor in a merger or acquisition of the assigning party and, except with respect to an assignment to an Affiliate, provided that (i) the assigning party provides prior written notice to the other party, and (ii) the intended assignee has the financial ability to comply with the terms and conditions of the Agreement. A “Change in Control” (as defined in Section 9.10) shall not constitute an assignment under this Section 9.2. For purposes of the foregoing, an “Affiliate” shall be an entity which controls, is controlled by or is under common control with a party hereto. Subject to the foregoing, this Agreement shall be fully binding upon, inure to the benefit of and be enforceable by the Parties hereto and their respective successors and assigns.”

2.    Order of Precedence.  Except as expressly amended by this Third Amendment, the provisions of the Managed Modem Agreement shall remain in full force and effect and nothing in this Third Amendment shall be construed as a waiver of any of the rights and obligations of the Parties under the Managed Modem Agreement. If there is a conflict between the terms and conditions of the Managed Modem Agreement and those of this Third Amendment, the terms and

 

Confidential    1


Execution Version

 

conditions of this Third Amendment shall govern.

3.     Counterparts; Facsimile.  This Third Amendment may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document. This Third Amendment may be executed by facsimile.

IN WITNESS WHEREOF, the Parties have executed this Third Amendment to the Amended and Restated Agreement for Delivery of Service.

 

AOL LLC     LEVEL 3 COMMUNICATIONS, LLC

By:

 

/s/ Frank Ambrose

   

By:

 

/s/ Robert Masinter

Name:

 

Frank Ambrose

   

Name:

 

Robert Masinter

Title:

 

SVP

   

Title:

 

Vice President

Date:

 

2/26/08

   

Date:

 

2/28/08

 

Confidential

   2

Dates Referenced Herein

This ‘10-12B/A’ Filing    Date    Other Filings
Filed on:9/16/09None on these Dates
2/25/08
6/29/07
9/13/06
5/31/06
10/13/05
12/17/04
3/14/03
3/29/02
4/17/00
 List all Filings 


1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/13/09  SEC                               UPLOAD9/22/17    1:24K  AOL Inc.
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Filing Submission 0001193125-09-192456   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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