AOL INC. AND THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of August 19, 2014 0.75% Convertible Senior Notes due 2019Indenture • August 19th, 2014 • AOL Inc. • Services-computer processing & data preparation • New York
INDENTURE, dated as of August 19, 2014, between AOL INC., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
To: AOL Inc. New York, NY 10003 Attention: General Counsel Telephone No.: 212-652-6400Base Call Option Transaction • August 19th, 2014 • AOL Inc. • Services-computer processing & data preparation • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Bank of America, N.A. (“Dealer”) and AOL Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
CREDIT AGREEMENT Dated as of December 9, 2009 among AOL INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, and The Other Lenders Party Hereto BANC OF AMERICA SECURITIES LLC and DEUTSCHE BANK SECURITIES INC., as Joint Lead Arrangers...Credit Agreement • December 11th, 2009 • AOL Inc. • Services-computer processing & data preparation • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of December 9, 2009, among AOL INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and BANK OF AMERICA, N.A., as Administrative Agent.
August 14, 2014Call Option Transaction • August 19th, 2014 • AOL Inc. • Services-computer processing & data preparation • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“Dealer”) and AOL Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
To: AOL Inc. New York, NY 10003 Attention: General Counsel Telephone No.: 212-652-6400Call Option Transaction • August 19th, 2014 • AOL Inc. • Services-computer processing & data preparation • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Bank of America, N.A. (“Dealer”) and AOL Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
AOL INC. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • February 25th, 2011 • AOL Inc. • Services-computer processing & data preparation • New York
WHEREAS, the Company has adopted the Plan (as defined below), the terms of which are hereby incorporated by reference and made a part of this Agreement; and
AGREEMENT AND PLAN OF MERGER by and among VERIZON COMMUNICATIONS INC., HANKS ACQUISITION SUB, INC. and AOL INC. dated as of May 12, 2015Merger Agreement • May 12th, 2015 • AOL Inc. • Services-computer processing & data preparation • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of May 12, 2015 (this “Agreement”), is made by and among Verizon Communications Inc., a Delaware corporation (“Parent”), Hanks Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”), and AOL Inc., a Delaware corporation (the “Company”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 6th, 2014 • AOL Inc. • Services-computer processing & data preparation • New York
This EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of April 3, 2014, by and between AOL INC. (“Company”), a Delaware Corporation with an address at 770 Broadway, New York, New York 10003, and William E. Pence (“Executive”).
SECURITY AGREEMENT By AOL INC., as Borrower and THE SUBSIDIARY GUARANTORS PARTY HERETO and BANK OF AMERICA, N.A., as Collateral Agent Dated as of December 9, 2009Security Agreement • December 11th, 2009 • AOL Inc. • Services-computer processing & data preparation • New York
This SECURITY AGREEMENT dated as of December 9, 2009 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by AOL INC., a Delaware corporation (the “Borrower”), and the Subsidiaries of the Borrower from to time to time party hereto (the “Subsidiary Guarantors”), as pledgors, assignors and debtors (the Borrower, together with the Subsidiary Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of BANK OF AMERICA, N.A., in its capacity as collateral agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”).
CREDIT AGREEMENT among AOL INC., as Borrower, The Several Lenders from Time to Time Parties Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of July 1, 2013 FIFTH THIRD BANK and HSBC BANK USA, NATIONAL ASSOCIATION, as Joint Lead...Credit Agreement • November 5th, 2013 • AOL Inc. • Services-computer processing & data preparation • New York
CREDIT AGREEMENT (this “Agreement”), dated as of July 1, 2013, among AOL INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent.
AOL INC. RESTRICTED STOCK UNITS AGREEMENTRestricted Stock Units Agreement • February 25th, 2011 • AOL Inc. • Services-computer processing & data preparation • New York
WHEREAS, the Company has adopted the Plan (as defined below), the terms of which are hereby incorporated by reference and made a part of this Agreement; and
SEPARATION AND DISTRIBUTION AGREEMENT By and Between TIME WARNER INC. and AOL INC. Dated as of November 16, 2009Separation and Distribution Agreement • November 16th, 2009 • AOL Inc. • Services-computer processing & data preparation • Delaware
SEPARATION AND DISTRIBUTION AGREEMENT dated as of November 16, 2009, by and between TIME WARNER INC., a Delaware corporation (“TWX”), and AOL INC., a Delaware corporation (“AOL”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I hereof.
ContractTax Matters Agreement • November 16th, 2009 • AOL Inc. • Services-computer processing & data preparation • Delaware
SECOND TAX MATTERS AGREEMENT (this “Agreement”), dated as of November 16, 2009, by and between TIME WARNER INC., a Delaware corporation (“TWX”), and AOL INC., a Delaware corporation (“AOL”, and together with TWX, the “Companies”).
EMPLOYEE MATTERS AGREEMENT By and Among TIME WARNER INC., AOL LLC, and AOL INC. Dated as of November 16, 2009Employee Matters Agreement • November 16th, 2009 • AOL Inc. • Services-computer processing & data preparation • Delaware
THIS EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of November 16, 2009, by and among TIME WARNER INC., a Delaware corporation (“TWX”), AOL LLC, a Delaware limited liability company (“AOL LLC”), and AOL INC., a Delaware corporation (“AOL”).
August 14, 2014Warrant Agreement • August 19th, 2014 • AOL Inc. • Services-computer processing & data preparation • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by AOL Inc. (“Company”) to JPMorgan Chase Bank, National Association, London Branch (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
Bank of America, N.A. c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, NY 10036 Attn: Peter Tucker, Assistant General Counsel Telephone: 646-855-5821 Facsimile: 646-822-5633 August 14, 2014 To: AOL Inc. 770 Broadway New...Warrant Agreement • August 19th, 2014 • AOL Inc. • Services-computer processing & data preparation • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by AOL Inc. (“Company”) to Bank of America, N.A. (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
December 7, 2007Employment Agreement • September 16th, 2009 • AOL Inc. • Services-computer processing & data preparation • Virginia
This letter agreement (the “Agreement”) contains the key terms and conditions of your continued employment with AOL LLC (together with its subsidiaries, affiliates, and assigns, “AOL” or “the Company”). You and the Company agree as follows:
TAX ASSET PROTECTION PLAN between AOL INC. and COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent Dated as of August 27, 2012Tax Asset Protection Plan • August 27th, 2012 • AOL Inc. • Services-computer processing & data preparation • New York
TAX ASSET PROTECTION PLAN, dated as of August 27, 2012 (the “Agreement”), between AOL Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agent”).
Amendment No. 3 to NETWORK SERVICES AGREEMENTNetwork Services Agreement • November 12th, 2009 • AOL Inc. • Services-computer processing & data preparation
This Amendment No. 3 (the “Amendment No. 3”) 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, (as amended, the “Agreement”) is hereby entered into on July 1, 2006 (the “Amendment No. 3 Effective Date”) by and between AOL LLC (formerly known as America Online, Inc.), a Delaware corporation 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.
Amendment No. 5 to NETWORK SERVICES AGREEMENTNetwork Services Agreement • November 12th, 2009 • AOL Inc. • Services-computer processing & data preparation
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.
CONFIDENTIAL MASTER SERVICES AGREEMENTMaster Services Agreement • November 16th, 2009 • AOL Inc. • Services-computer processing & data preparation
determined by AOL, including primary and secondary services, to the extent that AOL deems reasonable; and (iii) at a TW Company’s request, AOL shall delegate reverse Domain Name Services authority to such TW Company. The IP Addresses are the sole property of AOL and AOL reserves the right to change at any time the IP Addresses that a TW Company may use. In the event of a change, AOL shall provide not less than sixty (60) days prior written notice of the change and the affected TW Company shall have the right to schedule the date of change within such 30-day notice period. For additional charges as set forth in the Services Schedules, a TW Company may order additional redundant connections similar to the redundant connection referred to above.
ContractEmployment Agreement • October 26th, 2009 • AOL Inc. • Services-computer processing & data preparation • New York
EMPLOYMENT AGREEMENT made December 21, 2006 effective as of November 27, 2006 (the “Effective Date”), between AOL LLC, a Delaware limited liability company (the “Company”), and RON GRANT (“You”).
ContractCredit Support Agreement • March 2nd, 2010 • AOL Inc. • Services-computer processing & data preparation • New York
CREDIT SUPPORT AGREEMENT dated as of December 9 , 2009 (this “Agreement”), between TIME WARNER INC., a Delaware corporation (“Time Warner”), and AOL INC., a Delaware corporation (“AOL”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 9th, 2012 • AOL Inc. • Services-computer processing & data preparation • New York
This EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of December 1, 2011, by and between AOL INC. (the “Company”), a New York Corporation with an address at 770 Broadway, New York, New York 10003, and John Reid-Dodick (“Employee”).
AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY BY AND BETWEEN AOL INC., A DELAWARE CORPORATION AS SELLER AND RT PACIFIC BLVD, LLC, A DELAWARE LIMITED LIABILITY COMPANY, AS PURCHASER OCTOBER 29, 2010 PROPERTY LOCATED AT: 22110, 22260, 22265, 22270...Purchase and Sale Agreement • February 25th, 2011 • AOL Inc. • Services-computer processing & data preparation • Virginia
This Agreement for Purchase and Sale of Real Property (this “Agreement”) is made and entered into as of the 29th day of October, 2010 (the “Effective Date”) by and between AOL Inc., a Delaware corporation (“Seller”), and RT Pacific Blvd, LLC, a Delaware limited liability company (“Purchaser”).
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: [****].Managed Modem Agreement • November 6th, 2009 • AOL Inc. • Services-computer processing & data preparation
Re: Amended and Restated Agreement for Delivery of Service between Level 3 Communications, LLC (“Level 3”) and America Online, Inc. (“AOL”) effective as of April 18, 2000, as amended (the “Managed Modem Agreement”); and
Confidential SEARCH SERVICES AGREEMENTSearch Services Agreement • October 26th, 2009 • AOL Inc. • Services-computer processing & data preparation • New York
This Search Services Agreement (the “Agreement”), dated as of August 23, 2007 (the “Effective Date”), is between AOL LLC (“AOL”), a Delaware limited liability company, with offices at 22000 AOL Way, Dulles, Virginia 20166, and Time Inc. (hereinafter “TI”), a Delaware corporation, with offices at 1271 Avenue of the Americas. New York, New York 10020. AOL and TI may be referred to individually as a “Party” and collectively as the “Parties.”
THIRD AMENDMENT TO AMENDED AND RESTATED INTERACTIVE MARKETING AGREEMENTInteractive Marketing Agreement • November 6th, 2009 • AOL Inc. • Services-computer processing & data preparation
This Third Amendment to the Amended and Restated Interactive Marketing Agreement (“Amendment Number Three”) is entered into as of April 7, 2004 (the “Amendment Effective Date”) by and between America Online, Inc., (“AOL”) a Delaware corporation, with its principal place of business at 22000 AOL Way, Dulles, VA 20166, and Google Inc., a Delaware corporation (successor-in-interest to Google Inc., a California corporation) with its principal place of business at 2400 Bayshore Parkway, Mountain View, California 94043 (“Google”).
AMENDED AND RESTATED AGREEMENT FOR DELIVERY OF SERVICEAgreement for Delivery of Service • November 6th, 2009 • AOL Inc. • Services-computer processing & data preparation • Virginia
This Amended and Restated Agreement for Delivery of Service (the “Agreement”) is entered into this 18th day of April, 2000 (the “Effective Date”), by and between Level 3 Communications, LLC (“Level 3”) and America Online, Inc. (“Customer”). This Agreement shall replace and supersede that certain Agreement for Delivery of Services between Customer and Level 3 dated October 12, 1999 (the “Original Agreement”). For the sole purpose of determining each party’s rights and responsibilities with respect to the Original Agreement and this Agreement, the rights and responsibilities of the parties from and after the Effective Date of this Agreement shall be defined by this Agreement, and the rights and responsibilities of the parties prior to the Effective Date of this Agreement shall be defined by the Original Agreement; provided, however, that any orders submitted pursuant to the Original Agreement before the Effective Date of this Agreement for delivery after the Effective Date of this Agreem
Confidential SEVENTH AMENDMENT TO AMENDED AND RESTATED INTERACTIVE MARKETING AGREEMENTInteractive Marketing Agreement • November 6th, 2009 • AOL Inc. • Services-computer processing & data preparation
This Seventh Amendment to Amended and Restated Interactive Marketing Agreement (this “Seventh Amendment”), dated as of March 28, 2005 (the “Seventh Amendment Effective Date”), is between AMERICA ONLINE, INC. (“AOL”), a Delaware corporation, with offices at 22000 AOL Way, Dulles, Virginia 20166, and GOOGLE INC. (“Google”), a Delaware corporation, successor-in-interest to Google Inc., a California corporation, with offices at 1600 Amphitheatre Parkway, Mountain View, California 94043.
SEVENTEENTH AMENDMENT TO AMENDED AND RESTATED INTERACTIVE MARKETING AGREEMENTInteractive Marketing Agreement • November 6th, 2009 • AOL Inc. • Services-computer processing & data preparation
This Seventeenth Amendment to Amended and Restated Interactive Marketing Agreement (“Seventeenth Amendment”) is entered into by and between AOL LLC, (“AOL”) a Delaware limited liability company (formerly known as America Online, Inc.), with its principal place of business at 22000 AOL Way, Dulles, VA 20166, and GOOGLE INC., a Delaware corporation (successor-in-interest to Google Inc., a California corporation) with offices at 1600 Amphitheatre Parkway, Mountain View, California 94043 (“Google”), effective as of February 29, 2008 (the “Seventeenth Amendment Effective Date”).
SIXTEENTH AMENDMENT TO AMENDED AND RESTATED INTERACTIVE MARKETING AGREEMENTInteractive Marketing Agreement • November 6th, 2009 • AOL Inc. • Services-computer processing & data preparation
This Sixteenth Amendment to Amended and Restated Interactive Marketing Agreement (“Sixteenth Amendment”) is entered into by and between AOL LLC, (“AOL”) a Delaware limited liability company (formerly known as America Online, Inc.), with its principal place of business at 22000 AOL Way, Dulles, VA 20166, and GOOGLE INC., a Delaware corporation (successor-in-interest to Google Inc., a California corporation) with offices at 1600 Amphitheatre Parkway, Mountain View, California 94043 (“Google”), effective as of September 24, 2007 (the “Sixteenth Amendment Effective Date”).
Confidential EIGHTH AMENDMENT TO AMENDED AND RESTATED INTERACTIVE MARKETING AGREEMENTInteractive Marketing Agreement • November 6th, 2009 • AOL Inc. • Services-computer processing & data preparation
This Eighth Amendment to Amended and Restated Interactive Marketing Agreement (this “Eighth Amendment”), effective as of April 28, 2005 (the “Eighth Amendment Effective Date”), is between AMERICA ONLINE, INC. (“AOL”), a Delaware corporation, with offices at 22000 AOL Way, Dulles, Virginia 20166, and GOOGLE INC. (“Google”), a Delaware corporation, successor-in-interest to Google Inc., a California corporation, with offices at 1600 Amphitheatre Parkway, Mountain View, California 94043.
TWENTY-FIRST AMENDMENT TO AMENDED AND RESTATED INTERACTIVE MARKETING AGREEMENTInteractive Marketing Agreement • November 6th, 2009 • AOL Inc. • Services-computer processing & data preparation
This Twenty-First Amendment to Amended and Restated Interactive Marketing Agreement (“Twenty-First Amendment”) is entered into by and between AOL LLC, a Delaware limited liability company (formerly known as America Online, Inc.), with its principal place of business at 22000 AOL Way, Dulles, VA 20166 (“AOL”), and GOOGLE INC., a Delaware corporation (successor-in-interest to Google Inc., a California corporation) with offices at 1600 Amphitheatre Parkway, Mountain View, California 94043 (“Google”), effective as of November 1, 2008 (the “Twenty-First Amendment Effective Date”). AOL and Google may be referred to individually as a “Party” and collectively as the “Parties”.
AMENDMENT NO. 2 TO AMENDED AND RESTATED AGREEMENT FOR DELIVERY OF SERVICEAmended and Restated Agreement for Delivery of Service • November 6th, 2009 • AOL Inc. • Services-computer processing & data preparation
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.
