|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
¶ – 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 10.55 |
Exhibit 10.55
AMENDMENT NO. 2 TO
AMENDED AND RESTATED AGREEMENT FOR DELIVERY OF SERVICE
This Amendment No. 2 to Amended and Restated Agreement for Delivery of Service (“Amendment 2”) is entered into this 17th day of December 2004, by and between Level 3 Communications, LLC (“Level 3”) and America Online, Inc. (“Customer”). This Amendment 2 modifies that certain Amended and Restated Agreement for Delivery of Services between Customer and Level 3 dated April 17, 2000 (as amended, the “Agreement”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Agreement.
Recitals
WHEREAS, Level 3 has entered into an agreement with [****] pursuant to which Level 3 acquired certain assets and operations of [****] associated with its dial-up internet access business.
WHEREAS, Customer has an existing contract with [****] that is set to expire on December 31, 2004, pursuant to which Customer purchases from [****] managed modem ports in the locations described in Exhibit A attached hereto (the “Sprint Ports”). Customer desires to continue use of the [****] Ports after December 31, 2004, and Level 3 desires to supply Customer with the use of the [****] Ports after December 31, 2004, all pursuant to the terms of this Amendment 2.
WHEREAS, Level 3 will enter into a separate agreement with [****] for its use or resale of the [****] Ports after December 31, 2004.
WHEREAS, Customer desires to order and Level 3 desires to supply Customer with certain additional ports in the locations described in Exhibit B attached hereto (the “Additional Ports”), to be delivered pursuant to the terms of this Amendment 2.
NOW, THEREFORE, the parties agree as follows:
1. Commitment to Purchase. Customer hereby commits to purchase the [****] Ports from Level 3 for the period commencing on January 1, 2005 and continuing through December 31, 2005 (the “Amendment Term”). In addition, Customer hereby orders, and Level 3 hereby agrees to provide, the additional ports in the locations described in Exhibit B attached hereto (the “Additional Ports”). Such Additional Ports shall be delivered in accordance with Section 1.2 of the Agreement and Customer shall maintain the Additional Ports through end of the Amendment Term. Customer’s commitment to purchase the [****] Ports and the Additional Ports shall be incremental to the Port Commitment set forth in the Agreement. For all [****] Ports and Additional Ports set forth in Exhibits A and B, Level 3 shall maintain and enable the existing access numbers for the corresponding port location, Level 3 shall provision the Additional Ports no later than May 31, 2005.
2. Port Migration Period. Level 3 shall use reasonable good faith efforts to migrate the [****] Ports from [****] network to the Level 3 network by May 31, 2005. Once a [****] Port has been migrated, Level 3 shall provide written notice to Customer. With respect to each [****] Port, the “Port Migration Period” shall mean the period of time commencing on January 1, 2005 and ending on the last to occur of (a) March 31, 2005, or (b) date that Level 3 completes migration of such Sprint Port to the Level 3 network, provided that in no event shall such date be later than May 31, 2004.
3. Migration Period Terms. During the Port Migration Period:
a. the monthly Port Charge for each Sprint Port shall be [****] (which charge shall be assessed for the full month if, with respect to a Sprint Port, the Migration Period has not ended as of the first day of that month); and
b. the Parties acknowledge that certain terms set forth in Exhibit B (Scope of Services) and Exhibit C (Specifications) to the Agreement may not apply to the [****] Ports. In such case, Level 3 will manage the [****] Ports in accordance with high professional standards used in well-managed operations performing services similar to the services provided to ports on the Level 3 network.
At all times after January 1, 2005, Exhibit D to the Agreement shall apply to Level 3’s delivery of the [****] Ports.
4. Inapplicable Provisions. After the expiration of the Port Migration Period and during the balance of the Amendment Term, the provisions of the Agreement shall apply to the delivery of the [****] Ports and the Additional Ports, except that:
a. Section 1.1(b) of the Agreement (decommissioning rights) shall not apply to the [****] Ports or the Additional Ports, and the [****] Ports and Additional Ports shall not be included in Level 3’s overall port count for purposes of determining the extent of Customer’s decommissioning rights respecting other Ports purchased by Customer under the Agreement;
b. Section 2.2 of the Agreement (reductions in prices) shall not apply to the [****] Ports or the Additional Ports; and
c. Section 8.3 of the Agreement (portability) shall not apply to the [****] Ports or the Additional Ports.
5. Port Charges. After the Port Migration Period and through the end of the Amendment Term, the monthly Port Charge for each [****] Port shall be [****]. Upon Level 3’s delivery and AOL’s acceptance of the Additional Ports (which may occur during the Port Migration Period) and extending through the end of the Amendment Term, the monthly Port Charge for each Additional Port shall be [****].
2
6. Expiration of [****] Port Term. In the event that Customer desires to continue to purchase the [****] Ports or the Additional Ports from Level 3 after expiration of the Amendment Term, then the terms, conditions and pricing for the [****] Ports and the Additional Ports shall be the terms then in existence with respect to the other Ports purchased by Customer under the Agreement.
7. Other Provisions Unaffected; Priority. The balance of the provisions contained in the Agreement shall remain in full force and effect. In case of a conflict between this Amendment 2 and the Agreement, the terms of this Amendment 2 shall prevail.
| AMERICA ONLINE, INC. (“Customer”) |
LEVEL 3 COMMUNICATIONS, LLC (“Level 3”) | |||||||
| By: |
/s/ Frank Ambrose |
By: |
| |||||
| Title: |
Vice President |
Title: |
SVP | |||||
3
Exhibit A
[****] Ports
[****]
4
Exhibit B
Additional Ports
[****]
5
| This ‘10-12B/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 9/16/09 | None on these Dates | ||
| 12/31/05 | ||||
| 5/31/05 | ||||
| 3/31/05 | ||||
| 1/1/05 | ||||
| 12/31/04 | ||||
| 5/31/04 | ||||
| 4/17/00 | ||||
| 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. |
