AMENDMENT NO. 1 TO NARROWBAND INTERNET SERVICE SALES AGENCY AGREEMENT
This AMENDMENT NO. 1 (the "Amendment") to the NARROWBAND INTERNET
SERVICE SALES AGENCY AGREEMENT is as of August 1, 2001 (the "Effective Date"),
by and among SBC Communications Inc., SBC Internet Communications, Inc., Prodigy
Communications Corporation and Prodigy Communications Limited Partnership.
Capitalized terms used but not defined herein shall have the meaning assigned to
them in the Internet Service Sales Agency Agreement.
Whereas, the Parties have entered into a Narrowband Internet Service
Sales Agency Sales Agency Agreement dated as of January 1, 2001 (the "Sales
Agency Agreement");
Whereas, the Parties each desire to enter into this Amendment for the
purpose of amending the Sales Agency Agreement;
Whereas, Section 11.6 of the Sales Agency Agreement permits the Parties
to vary, amend or extend the Sales Agency Agreement by written agreement
executed and delivered by duly authorized officers or representatives of the
respective Parties; and
Whereas, SBC Sub may, with the support of Operating Partnership, from
time to time offer Prodigy Service with a discounted initial monthly rate (the
"Promotional Rate") for a specified time period after which the Subscriber will
be billed at an agreed-upon Retail Rate (the "Retail Rate") (collectively, the
"Promotional Plan").
Whereas, the parties desire to alter the method by which the Operating
Partnership pays SBC Sub a bounty for certain specified Subscribers who
subscribe to a Promotional Plan, and
Whereas, the Parties each desire that, except to the extent amended by
this Amendment, all terms of the Sales Agency Agreement shall remain in full
force and effect without amendment, change or modification.
NOW, THEREFORE, in consideration of the mutual agreements of the
Parties contained herein and in the Sales Agency Agreement, the Parties hereto
agree as follows:
SECTION 3.6(c)
A new Section 3.6 shall be added as follows:
(c) No bounty shall be due SBC Sub for any Subscriber who
agrees to purchase a Promotional Plan where the Promotional Rate is
less than fifty percent (50%) of the Retail Rate (a "Delayed Bounty
Subscriber") until the earlier of (i) the ninetieth day after the
Delayed Bounty Subscriber subscribes to the Promotional Plan and (ii)
such time as the Delayed Bounty Subscriber shall have been issued three
monthly bills for Prodigy Service.
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At such time as a Delayed Bounty Subscriber has been issued three
monthly bills, then the Operating Partnership shall pay SBC Sub a
bounty in accordance with this Section 3.6.
IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed
in its name and on its behalf, all this _________ day of ______________ 2001.
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SBC COMMUNICATIONS INC.
By:
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Name:
Title:
SBC INTERNET COMMUNICATIONS, INC.
By:
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Name:
Title:
PRODIGY COMMUNICATIONS CORPORATION
By:
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Name: Xxxx Xxxx
Title: CEO and President
PRODIGY COMMUNICATIONS LIMITED PARTNERSHIP
By: Prodigy Communications Corporation, as
general partner of Prodigy Communications
Limited Partnership
By:
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Name: Xxxx Xxxx
Title: CEO and President
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