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AOL Inc. – ‘10-12B/A’ on 9/16/09 – ‘EX-10.52’

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-10.52’   —   Material Contract


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



  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:  

Nisha Kumar

    Name:  

Suleiman Hessami

Title:   CFO     Title:    
Date:   12/12/07     Date:   12/20/07

 

 

12.06.07(2)    Page 4 of 4    AOL/Verizon Confidential

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-12B/A’ Filing    Date    Other Filings
12/31/1010-K,  4,  ARS
12/31/0910-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 


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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