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AOL Inc. – ‘10-12B/A’ on 11/5/09 – EX-10.62

On:  Thursday, 11/5/09, at 9:55pm ET   ·   As of:  11/6/09   ·   Accession #:  1193125-9-226110   ·   File #:  1-34419

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

11/06/09  AOL Inc.                          10-12B/A              50:6.6M                                   RR Donnelley/FA

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

Document/Exhibit                   Description                      Pages   Size 

 1: 10-12B/A    Amendment #3 to Form 10                             HTML    131K 
 2: EX-2.1      Plan of Acquisition, Reorganization, Arrangement,   HTML    249K 
                          Liquidation or Succession                              
 3: EX-8.1      Opinion re: Tax Matters                             HTML     27K 
 4: EX-10.2     Material Contract                                   HTML     70K 
 6: EX-10.22    Material Contract                                   HTML    235K 
 7: EX-10.23    Material Contract                                   HTML     51K 
 8: EX-10.24    Material Contract                                   HTML     41K 
 9: EX-10.25    Material Contract                                   HTML     40K 
10: EX-10.26    Material Contract                                   HTML     27K 
11: EX-10.27    Material Contract                                   HTML     33K 
12: EX-10.28    Material Contract                                   HTML     25K 
13: EX-10.29    Material Contract                                   HTML     27K 
 5: EX-10.3     Material Contract                                   HTML    219K 
14: EX-10.30    Material Contract                                   HTML     58K 
15: EX-10.31    Material Contract                                   HTML     31K 
16: EX-10.32    Material Contract                                   HTML     26K 
17: EX-10.33    Material Contract                                   HTML     93K 
18: EX-10.35    Material Contract                                   HTML     27K 
19: EX-10.36    Material Contract                                   HTML     27K 
20: EX-10.37    Material Contract                                   HTML     26K 
21: EX-10.38    Material Contract                                   HTML     27K 
22: EX-10.39    Material Contract                                   HTML     27K 
23: EX-10.40    Material Contract                                   HTML    115K 
24: EX-10.42    Material Contract                                   HTML     29K 
25: EX-10.44    Material Contract                                   HTML     67K 
26: EX-10.45    Material Contract                                   HTML     28K 
27: EX-10.46    Material Contract                                   HTML     19K 
28: EX-10.47    Material Contract                                   HTML    173K 
29: EX-10.48    Material Contract                                   HTML     23K 
30: EX-10.49    Material Contract                                   HTML     24K 
31: EX-10.50    Material Contract                                   HTML     53K 
32: EX-10.51    Material Contract                                   HTML     20K 
33: EX-10.52    Material Contract                                   HTML     40K 
34: EX-10.53    Material Contract                                   HTML    118K 
35: EX-10.54    Material Contract                                   HTML    140K 
36: EX-10.55    Material Contract                                   HTML     27K 
37: EX-10.57    Material Contract                                   HTML     39K 
38: EX-10.58    Material Contract                                   HTML     91K 
39: EX-10.60    Material Contract                                   HTML     23K 
40: EX-10.61    Material Contract                                   HTML     44K 
41: EX-10.62    Material Contract                                   HTML     23K 
42: EX-10.63    Material Contract                                   HTML     19K 
43: EX-10.64    Material Contract                                   HTML     36K 
44: EX-10.67    Material Contract                                   HTML     17K 
45: EX-10.91    Material Contract                                   HTML     81K 
46: EX-10.92    Material Contract                                   HTML    132K 
47: EX-10.94    Material Contract                                   HTML     21K 
48: EX-10.95    Material Contract                                   HTML     54K 
49: EX-10.96    Material Contract                                   HTML     54K 
50: EX-99.1     Miscellaneous Exhibit                               HTML   2.05M 


EX-10.62   —   Material Contract


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



  EXHIBIT 10.62  

Exhibit 10.62

THE USE OF THE FOLLOWING NOTATION IN THIS EXHIBIT INDICATES THAT A CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION: [****].

July 1, 2008

VIA HAND DELIVERY

Jim Tait

Vice President

AOL, LLC

22000 AOL Way

Dulles, Virginia 20166

 

 

Re:

     Amended and Restated Agreement for Delivery of Service between Level 3 Communications, LLC (“Level 3”) and AOL, LLC f/k/a America Online, Inc. (“AOL”) effective as of April 18, 2000, as amended (the “Managed Modem Agreement”)

Dear Jim:

This letter agreement (this “Letter Agreement”) memorializes our agreement concerning certain terms under the Managed Modem Agreement. Capitalized terms used but not defined herein shall have the meanings set forth in the Managed Modem Agreement.

1.        ICG Ports: The parties reaffirm that pursuant to the Letter Agreement as between the parties dated March 7, 2008, Section 7, entitled “ICG Ports”; the term for such ports shall continue from the date of this letter or the later of July 1, 2008 through December 31, 2009 (the “ICG Term”). In addition, the ICG Ports shall continue to be priced in accordance with the “Pricing Brackets” coincident to each of the ICG Ports as governed by the Managed Modem Agreement. For clarity, the established “Pricing Brackets” for the ICG Ports are identified as follows:

[****]

2.        ICG Port Retirement: The parties acknowledge and agree that pursuant to the notification process for IGC Port retirement outlined in Section 7 of that certain Letter Agreement dated March 07, 2008, (specifically “Yearly Notice Dates” of June 30, 2008 and June 30, 2009) that AOL affirms that this letter shall constitute AOL’s June 30, 2008 notice to Level 3 of its election to retire certain ICG Ports effective July 1, 2008. It is acknowledged that no early termination charges shall apply to the retirement of such ICG Ports. The balance of the ICG Ports shall continue in service for the duration of the ICG Term as identified in paragraph 1 above. However, notwithstanding the foregoing, AOL further retains the option to exercise (at its discretion) its right to submit to Level 3 the second of the two (2) Yearly Notices; that of June 30, 2009 for future similar ICG Port retirement, provided AOL provides Level 3 with at least thirty (30) days’ prior written notice in advance of the aforementioned Yearly Notice Date of its intention to do so. Therefore, pursuant to the foregoing, Exhibit B of that certain Letter Agreement dated

 

Page 1 of 4


June 29, 2007 entitled “Exhibit B; ICG Renewal Ports” is hereby deleted in its entirety and replaced with the following revised new “Exhibit B; ICG Ports” incorporated herein as Attachment I.

3.        Optional Rate Center Retirement:  Notwithstanding anything in the Managed Modem Agreement to the contrary, paragraph 2 above, or the ICG Port “Yearly Notice Date” process outlined in Section 7 of that Letter Agreement dated March 07, 2008; for any reason AOL may elect (but is under no obligation) to retire any of the Rate Centers and their corresponding ICG Ports identified in Attachment II hereto entitled “Optional Rate Center Retirement Listing”. AOL shall not be subject to any early termination liability for such Rate Center/Port retirement conditioned upon its remittance of payment to Level 3 for all usage due on account of Service through the effective date of termination of any such Rate Centers and/or ICG Ports and provides Level 3 thirty (30) days’ advance written notice of their election to do so with sufficient detail to complete the elected Rate Center/Port retirement.

The parties acknowledge and agree that the Pricing Brackets particular to the individual ICG Ports have been arrived at by employing a pricing methodology mutually agreeable to the parties, resulting in a [****] the event that AOL should elect to retire any or all of the Optional Rate Centers contained in Attachment II, the resultant effect for the balance of the ICG Ports would most likely be a change to the Pricing Brackets particular to such ICG Ports (due to the new mix of ports and Rate Centers) – all the while maintaining a [****].

4.        Other existing terms and conditions:  All other terms and conditions not specifically addressed herein will remain in full force and effect.

[Remainder of page intentionally left blank: signature page follows]

If you are in agreement with the foregoing, please execute one copy of this letter and return it to the undersigned at your earliest convenience.

Sincerely,

 

LEVELS COMMUNICATIONS, LLC

/s/ Robert Masinter

Robert Masinter

Vice President – Offer Management

Accepted and agreed:

 

AOL LEVEL 3 COMMUNICATIONS, LLC

/s/ Jim Tait

Jim Tait

Vice President

 

Page 2 of 4


Attachment I

Exhibit B – ICG Ports

Effective July 01, 2008

[****]

 

Page 3 of 4


Attachment II

Optional Rate Center Retirement Listing

                                                                         [****]

 

Page 4 of 4


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-12B/A’ Filing    Date    Other Filings
12/31/0910-K,  4
Filed as of:11/6/09
Filed on:11/5/09
6/30/09
7/1/08
6/30/08
3/7/08
6/29/07
4/18/00
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Filing Submission 0001193125-09-226110   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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