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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 10.52 |
Exhibit 10.52
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: [****].
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 twenty-five percent (25%) 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, to a higher pricing commitment option only, by notifying Verizon in writing, and the new pricing will take effect on the first (1st) day of the month following thirty (30) 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 | |||
12/31/09 | 10-K, 4 | |||
Filed as of: | 11/6/09 | |||
Filed on: | 11/5/09 | |||
1/1/08 | ||||
4/4/07 | ||||
6/5/06 | ||||
1/1/05 | ||||
6/9/04 | ||||
1/1/04 | ||||
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