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EXHIBIT 10.6
AMENDMENT NO. 2 TO NETWORK SERVICES AGREEMENT
THIS AMENDMENT NO. 2 TO NETWORK SERVICES AGREEMENT
(the "Amendment") is entered into as of January 1, 1997 by and between PSINET,
INC. ("PSINet") and MINDSPRING ENTERPRISES, INC. ("MindSpring").
WHEREAS, PSINet and MindSpring are parties to that certain Network
Services Agreement dated June 28, 1996, as amended by Amendment No. 1 thereto
dated June 28, 1996 (as so amended, the "Services Agreement" ); and
WHEREAS, Seller and Buyer desire to amend the Services Agreement
in accordance with and subject to the terms and conditions hereinafter set
forth; and
WHEREAS, capitalized terms that are used but not otherwise defined
herein shall have the meanings ascribed to them in the Services Agreement;
NOW THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements hereinafter set forth, the parties hereto hereby agree
as follows:
1. A new Exhibit A-1 in the form of Exhibit A-1 attached to this
Amendment is hereby added to the Services Agreement.
2. Section 2.1 and Section 2.3 of the Services Agreement are
hereby amended to insert the words "and Exhibit A-1, as applicable," immediately
after the words "Exhibit A."
3. Section 3 of the Services Agreement is hereby amended to add
the following after the word "MindSpring" in subparagraph (a) thereof:
"; provided that no such termination may become effective prior
to October 31, 1998" and to delete the text appearing after the
word "time" on line 2 of subparagraph (c) thereof through the end
of such subparagraph and replace it with the following: "upon 60
days written notice to PSINet".
4. The Services Agreement is hereby ratified and confirmed and,
except as expressly modified hereby, shall continue unmodified and in full force
and effect.
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5. This Amendment may be executed in separate counterparts, none
of which need contain the signatures of all parties, each of which shall be
deemed to be an original, and all of which taken together constitute one and the
same instrument. It shall not be necessary in making proof of this Amendment to
produce or account for more than the number of counterparts containing the
respective signatures of, or on behalf of, all of the parties hereto.
IN WITNESS WHEREOF, each of the parties hereto has executed this
Amendment, or has caused this Amendment to be duly executed and delivered in its
name on its behalf, all as of the day and year first above written.
MINDSPRING ENTERPRISES, INC.
By: /s/ XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
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Title: Chairman and CEO
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PSINET, INC.
By: /s/ XXXXXXX X. XXXXXXXX
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Name: Xxxxxxx X. Xxxxxxxx
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Title: President and CEO
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EXHIBIT A-1
DISCOUNTED PRICING TERMS
During the periods specified below, the monthly service fees which
otherwise would have been payable by MindSpring for each month during such
periods based upon the prices set forth on Exhibit A to the Services Agreement
shall be reduced by the following amounts:
Applicable Period Monthly Reduction
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1/1/97-7/31/97 $150,000
8/1/97-9/30/98 $200,000
10/1/98-10/31/98 $300,000
Unless otherwise expressly indicated herein, all other terms and
provisions of Exhibit A to the Services Agreement shall continue to be
applicable as specified therein.
