CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND ARE DENOTED BY [*]. THE
CONFIDENTIAL PORTIONS HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.
AMENDMENT #4
TO
ZIPLINK - WEBTV
NETWORK SERVICES AGREEMENT
This Amendment is entered into as of October 1, 1999 by and between ZIPLINK,
INC., located at 900 Chelmsford Street, Lowell, Massachusetts 01851 and WEBTV
NETWORKS, INC. (a wholly owned subsidiary of Microsoft Corporation) located
at 1250 Charleston Road, Mountain View, California 94043.
This Amendment amends the Network Services Agreement dated October 23, 1996
between ZipLink and WebTV Networks, Inc. ("WNI"), as amended by Amendment #1
dated May 13, 1997, Amendment #2 dated February 28, 1998, and Amendment #3
dated March 9, 1999 (collectively, the "Agreement"). Initial capitalized
terms shall have the meaning assigned to them in the Agreement. Effective
immediately the Agreement is amended as follows:
1. SECTION 1.6 Section 1.6 of the Agreement shall be amended to include
the following paragraph
ZipLink hereby agrees that all terms and product offerings of the
Agreement shall be available to Microsoft Corporation
("Microsoft") or any of its majority owned subsidiaries for the
duration of the term of the Agreement on the same terms and
conditions offered to WNI. In the event that Microsoft or its
subsidiaries desire to obtain products or services from ZipLink
hereunder, Microsoft or such subsidiary shall execute a joinder
agreement pursuant to which they agree to be bound by the terms
and conditions of this Agreement.
2. SECTION 4 Section 4 of the Agreement shall be amended to extend the
initial term until December 31, 2002.
3. SUBSECTION OF SCHEDULE B The Per Subscriber Schedule of Section
1.1 of the schedule is deleted in its entirety and replaced with
the following, effective October 1, 1999:
Commencing October 1, 1999 until December 1, 1999, WNI elects the
Flat Rate per subscriber pricing method (as set forth in the
tables below). Commencing December 1, 1999, WNI may elect either
Flat Rate per subscriber pricing or Market
Specific Pricing for each six (6) month period thereafter. Written
notice of such pricing election must be received by ZipLink 30 Days
prior to the first calendar date of each six month period (E.G.,
prior to December 1, June 1, etc.). If no election is made the then
existing pricing structure will continue through the following
6-month period.
The Tables below show the pricing under the "Flat Rate All Markets,"
and "Market Specific" pricing methods.
On all schedules pricing is computed on a tiered basis.
FLAT RATE ALL MARKETS
PRICE PER
SUBSCRIBER SUBSCRIBER
*
MARKET SPECIFIC PRICING
TIER A MARKETS
PRICE PER
SUBSCRIBERS SUBSCRIBER
*
TIER B MARKETS
PRICE PER
SUBSCRIBERS SUBSCRIBER
*
TIER C MARKETS
PRICE PER
SUBSCRIBER SUBSCRIBER
*
Market tiers are listed on Schedule F, attached hereto.
If the subscriber base exceeds * users the first step per
subscriber rate will be revised to the * step on the Flat Rate
and Market Specific Pricing to the extent the level is
maintained or exceeded in subsequent months. This pricing will
be effective on the first day of the month following
achievement of the * subscriber level. If the subscriber base
falls below * subscribers in any month, the first step
pricing for such month and all following months until the *
subscriber threshold is achieved shall revert to the original
first step pricing set forth above.
The hourly rate for subscribers is revised to * and for
subscribers uniquely identified as low volume subscribers * .
A low volume subscriber is defined as an hourly charge
subscriber located in the first position in the box dialing
sequence. Low volume users eligible for the * rate must use *
or more of their usage outside of the hours of 1900 LST and
2400 LST. No charges shall be applied to hourly traffic that
occurs between the hours of 0200 LST and 0700 LST, regardless
of user type, up to * concurrent users, above which the
* rate shall apply. Hourly rate subscribers shall not be
included in determining the number of subscriber for purposes
of calculating Flat Rate or Market Specific Pricing or whether
the * subscriber threshold has been exceeded.
All of the other terms of the Agreement remain in full force and
effect.
IN WITNESS WHEREOF, the parties have set their hands and seals
as to the date first above recited.
WEBTV NETWORKS, INC. ZIPLINK, INC
By: /s/ William H. Yundt By: /s/ Christopher Jenkins
-------------------- -----------------------
Its: Vice President Its: President
SCHEDULE F
Revised September 28, 1999
CURRENT TIER A MARKETS
*
CURRENT TIER B MARKETS
*
CURRENT TIER C MARKETS
*