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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 |
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
| EXHIBIT 10.55 |
Exhibit 10.55
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: [****].
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 as of: | 11/6/09 | None on these Dates | ||
| Filed on: | 11/5/09 | |||
| 12/31/05 | ||||
| 5/31/05 | ||||
| 3/31/05 | ||||
| 1/1/05 | ||||
| 12/31/04 | ||||
| 5/31/04 | ||||
| 4/17/00 | ||||
| List all Filings | ||||
