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– Release Delayed ·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 |
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
Exhibit 10.52 |
Exhibit 10.52
Execution Document
Amendment No. 5 to
NETWORK SERVICES AGREEMENT
This Amendment No. 5 (the “Amendment No. 5”) to the Network Services Agreement dated January 1, 2004, as amended by Amendment No. 1 dated June 9, 2004 and Amendment No. 2 dated January 1, 2005, Amendment No. 3 dated June 5, 2006, and Amendment No. 4 dated April 4, 2007 (as amended, the “Agreement”) is hereby entered into on January 1, 2008 (the “Amendment No. 5 Effective Date”) by and between AOL LLC (formerly known as America Online, Inc.), a Delaware limited liability company with offices at 22000 AOL Way, Dulles, Virginia 20166 (“AOL”) and MCI Communications Services, Inc. d/b/a Verizon Business Services, successor-in-interest to MCI Network Services, Inc. which was formerly known as MCI WORLDCOM Network Services, Inc., with offices at 22001 Loudoun County Parkway, Ashburn, Virginia 20147 (“Verizon”). Capitalized terms used but not defined herein shall have the meanings given to them in the Agreement. All references to MCI shall be deemed to refer to Verizon.
The parties hereby agree to the following:
1. | MARKET SHARE COMMITMENT. A new subsection (vii) will be added to Section 3.1, as of the Amendment No. 5 Effective date, as follows: |
(vii) From January 1, 2008 through December 31, 2009, and if applicable pursuant to Section 10.1, through December 31, 2010, AOL will purchase from Verizon a minimum annual aggregate of [****] percent [****] of the Total AOL Dial-up Service Hours (the “Market Share Commitment”) at the corresponding Option #1 prices set forth in Section 4.1 (i) and subject to subsection (vi) above. For avoidance of doubt, the Market Share Commitment shall only be measured annually, not monthly and AOL is not obligated to maintain monthly market share commitment. AOL may elect to change pricing options, [****], by notifying Verizon in writing, and the new pricing will take effect on the first (1st) day of the month following [****] days after Verizon receives AOL’s written notice.
2. | TAKE OR PAY REMEDY. As of the Amendment No. 5 Effective Date and notwithstanding anything to the contrary in the Agreement, Section 3.3 is hereby amended by adding “2008, and 2009, and if applicable pursuant to Section 10.1, 2010” after each instance of “2007.” |
3. | PORT PRICING. Commencing with the Amendment No. 5 Effective Date and notwithstanding anything to the contrary in the Agreement, the following language will replace Section 4.1(i) in its entirety: |
4.1 | Port Pricing; Invoicing. |
(i) The base charge for each Dial-Up Access Port [****] (the “Port [****]”) shall be as set forth in the following table.
Year
|
[****] per Month
|
Price per [****]
| ||
2008-2009 and, if applicable pursuant to the terms of Section 10.1, 2010. | Option #1
Up to [****] of Monthly Traffic and All [****] between [****] Monthly Traffic All [****] between [****] Monthly Traffic All [****] above [****] of Monthly Traffic
|
[****] [****] [****] [****] |
12.06.07(2) | Page 1 of 4 | AOL/Verizon Confidential |
Execution Document
Option #2* |
||||
All [****] if [****] of Monthly Traffic is committed |
[****] | |||
Option #3* |
||||
All [****] if [****] of Monthly Traffic is committed |
[****] | |||
Option #4* |
||||
All [****] if [****] of Monthly Traffic is committed |
[****] | |||
Option #5* |
||||
All [****] if [****] of Monthly Traffic is committed |
[****] | |||
* During 2008-2009 and 2010 (if applicable pursuant to Section 10.1) Customer may elect to change pricing options [****]. As more specifically described in Section 3.1(vii), Customer must notify Verizon in writing and the pricing change will take effect on the first (1st) day of the month following 30 days after Verizon receives AOL’s written notice.
|
For the avoidance of doubt, in 2008-2010 (Option 1 only), only incremental hours each month in excess of the above volume/price tiers will be priced at the corresponding rate (for instance, if in January 2008, AOL directs [****] of the Total AOL Dial-up Network [****] to Verizon, the initial [****] of those Dial-Up Service Hours will be maintained at the [****] rate and the remaining incremental [****] will be priced at the [****] rate).
4. | INVOICING. As of the Amendment No. 5 Effective Date and notwithstanding anything to the contrary in the Agreement, Section 4.1(iv) is hereby amended by adding “2008, 2009 and if applicable pursuant to Section 10.1, 2010,” after “2007.” |
5. | TOLL FREE PORTS. Commencing on the Amendment No. 5 Effective Date and notwithstanding anything to the contrary in the Agreement, the following language will replace Section 4.3 in its entirety: |
4.3 Toll-Free Ports. In addition to the Services, Verizon shall provide toll-free Dial-Up Access Ports so that AOL members may access toll-free dial-up telephone numbers throughout the United States (“Toll Free Ports”). [****]. The toll-free telephone numbers shall not be changed without the prior written approval of AOL. Upon reasonable advance notice to Verizon, AOL shall have the right to reassign Toll-Free Ports among different toll-free telephone number pools provided hereunder. AOL may, upon [****] days notice, cancel any of the Toll Free Ports.
12.06.07(2) | Page 2 of 4 | AOL/Verizon Confidential |
Execution Document
Year | Toll-Free Port Price | |
2008 |
[****] | |
2009 |
[****] | |
2010 |
[****] |
6. | CFO CERTIFICATIONS. As of the Amendment No. 5 Effective Date and notwithstanding anything to the contrary in the Agreement, Section 5.2 (i) and (ii) are hereby amended by adding “2008, and 2009, and if applicable pursuant to Section 10.1, 2010” after each instance of “2007.” |
7. | TERM. Commencing with the Amendment No. 5 Effective Date and notwithstanding anything to the contrary in the Agreement, the following language will replace Section 10.1 in its entirety: |
1.1. | 10.1 Term. The term of this Agreement shall commence on January 1, 2004 and continue until December 31, 2009 (“Initial Term”). AOL may elect to extend the term of the Agreement for [****] by giving Verizon [****] days notice prior to the expiration of the Initial Term. In the event AOL elects to extend the Initial Term, the Market Share Commitment and the corresponding pricing shall [****] |
8. | ASSIGNMENT. Section 23.4 of the Agreement shall be deleted and replaced with the following: |
23.4 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; except that either party may assign this Agreement or its rights and obligations under this Agreement without the approval of the other party to an entity which acquires all or substantially all of the assets of the assigning party, or all or substantially all of the assets utilizing the Services, to any Affiliate of the assigning party, or to a successor in a merger or acquisition of the assigning party upon prior written notice to the other party. Subject to the
12.06.07(2) | Page 3 of 4 | AOL/Verizon Confidential |
Execution Document
forgoing, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the Parties hereto and their respective successors and permitted assigns.
9. | OTHER TERMS AND CONDITIONS. Except as specifically amended or modified herein, the terms and conditions of the Agreement will remain in full force and effect throughout the Term and any extensions thereof. In the event of any conflict between the terms of this Amendment No. 5 and the terms of the Agreement, the terms of this Amendment No. 5 shall govern. |
IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the Amendment No. 5 Effective Date.
AOL LLC |
Verizon Business Network Services, Inc. on behalf of MCI Communications, Inc. d/b/a Verizon Business Services | |||||||
By: | /s/ Nisha Kumar |
By: | /s/ Suleiman Hessami | |||||
Name: | Name: | |||||||
Title: | CFO | Title: | ||||||
Date: | 12/12/07 | Date: | 12/20/07 |
12.06.07(2) | Page 4 of 4 | AOL/Verizon Confidential |
This ‘10-12B/A’ Filing | Date | Other Filings | ||
---|---|---|---|---|
12/31/10 | 10-K, 4, ARS | |||
12/31/09 | 10-K, 4, ARS | |||
Filed on: | 9/16/09 | |||
1/1/08 | ||||
4/4/07 | ||||
6/5/06 | ||||
1/1/05 | ||||
6/9/04 | ||||
1/1/04 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/13/09 SEC UPLOAD¶ 9/22/17 1:24K AOL Inc. |