Exhibit
10.16


 


 





















 


 


AMENDMENT NO. 1, dated as
of July 1, 2004 (this "Amendment"), to the Seller
Administrative Services Agreement, dated February 29, 2004, between TIME WARNER
INC. ("Seller") and WMG ACQUISITION CORP. ("Purchaser")
(the "Seller Services Agreement").


 


WHEREAS, Seller and Purchaser wish to amend the Seller
Services Agreement upon the terms and in accordance with the conditions set
forth in this Amendment.


 


Capitalized terms used and not otherwise defined
herein shall have the meanings set forth in the Seller Services Agreement.


 


NOW, THEREFORE, in consideration of the mutual
covenants contained in this Agreement and other good and valuable
consideration, the receipt and sufficiency of which are acknowledged, the
parties hereby agree as follows:


 


SECTION 1. Amendment. Exhibit A of the
Seller Services Agreement is hereby amended to add, to the end of that exhibit,
the terms of Schedule 1 hereto.


 


SECTION 2. Seller Services Agreement. Except as
specifically amended hereby, the Seller Services Agreement shall continue in
full force and effect in accordance with the provisions thereof as in existence
on the date hereof. This Amendment shall become effective as of the date
hereof. On and after the date hereof, any reference to the Seller Services Agreement
shall mean the Seller Services Agreement as amended hereby.


 


SECTION 3. Governing Law. This Seller Agreement
shall be governed by, and constructed in accordance with, the laws of the State
of New York, regardless of the laws that might otherwise govern under
applicable principles of conflicts of laws thereof; provided, however,
that the laws of the respective jurisdictions of incorporation of each of the
parties hereto shall govern the relative rights, obligations, powers, duties
and other internal affairs of such party and its board of directors.


 


SECTION 4. Enforcement. Each party hereby
consents to the exclusive jurisdiction of the United States Federal courts located
in the State of New York with respect to disputes arising out of this Agreement.


 


SECTION 5. Severability. If any term,
provision, covenant, restriction or other condition of this Agreement is held
by a court of competent jurisdiction or other authority to be invalid, illegal
or incapable of being enforced by any rule or law, or public policy, all other
terms, provisions, covenants, restrictions and conditions of this Agreement
shall nevertheless remain in full force and effect so long as the economic or
legal substance of the transactions contemplated hereby is not affected in any
manner materially adverse to either party. Upon such a determination, the
parties shall negotiate in good faith to modify this Agreement so as to effect
the original intent of the parties as closely as possible in an acceptable
manner to the end that transactions contemplated hereby are consummated to the
extent possible. 


 


 





















 


SECTION 6. Counterparts. This Agreement may be executed
in one of more counterparts, all of which shall be considered one and the same
agreement and shall become effective when one or more counterparts have been
signed by each of the parties and delivered to the other parties.


 


SECTION 7. Independent Contractors. No agency,
partnership or joint venture is established by this Agreement. Neither party
shall enter into any agreements, incur liabilities or hold itself out to third
parties as having the authority to enter into and incur any contractual
obligations, expenses, or liabilities on behalf of the other party.


 


SECTION 8. Assignment. Neither this Agreement
nor any of the rights, interests or obligations hereunder shall be assigned, in
whole or in part, by operation of law or otherwise by either party without the
prior written consent of the other party. Subject to the preceding sentences,
this Agreement shall be binding upon, inure to the benefit of, and be
enforceable by, the parties and their respective successors and assigns.


 


SECTION 9. WAIVER OF JURY TRIAL. EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN
ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.


 


SECTION 10. Entire Agreement. This Agreement
constitutes the entire agreement between the parties with respect to the
subject matter hereof and supersedes all prior understandings, both oral and
written, between the parties with respect to the subject matter hereof. 


 


SECTION 11. Captions. The captions herein are
included for convenience of reference only and shall be ignored as in the
construction of interpretation hereof.


 


 


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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed  as of the day and year first
written above.


 


	
   

  	
  TIME WARNER INC.,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ James W. Barge

  
	
   

  	
   

  	
   

  	
  Name: James W. Barge

  
	
   

  	
   

  	
   

  	
  Title: Senior Vice President & Controller

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WMG ACQUISITION CORP.,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ Paul Robinson

  
	
   

  	
   

  	
   

  	
  Name: Paul Robinson

  
	
   

  	
   

  	
   

  	
  Title: SVP, Deputy General Counsel

  



 


 


 


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Schedule 1


 


	
  Service Category:

  	
   

  	
  DX Online Services

  
	
   

  	
   

  	
   

  
	
  Default Termination:

  	
   

  	
  December 31, 2004, provided that the term will be
  automatically renewed after that date on a monthly basis. After December 31,
  2004, either party may terminate by providing 30 days prior written notice to
  the other party.

  
	
   

  	
   

  	
   

  
	
  Termination Notice (prior to December 31, 2004) by
  Purchaser:

  	
   

  	
  30 days, provided that either Purchaser or Seller
  may terminate the DX Online Services earlier if it provides 30 days prior
  written notice to the other party.

  
	
   

  	
   

  	
   

  
	
  Service Items:

  	
   

  	
  Seller shall provide DX Online Services to
  Purchaser, consistent with past practice. DX Online is a web-based solution
  designed and developed by Time Warner Corporate Transportation &
  Logistics to manage small package shipping from major Time Warner administrative
  facilities. DX Online enables the user to communicate shipment requirements,
  maintain shared and personal address books, ship to mailing lists and track
  shipments to destination. DX Online also enable the user to manage vendor
  account numbers and individual user charge codes, thereby simplifying the
  process of distributing shipment costs to departments. DX Services include
  maintenance by Purchaser of the DX Online site (including enhancements and
  fixes as they are made for Time Warner locations), use of the DX Admin Help
  Line and e-mail address for customer service issues and technical support
  services provided by the DX Online Manager. DX Services do not include
  services (or maintenance) peripheral to DX Online, such as Pitney Bowes
  software, hardware, package processing equipment, small package vendor rates
  or mail center access to the Internet.

  
	
   

  	
   

  	
   

  
	
  Cost of Services:

  	
   

  	
  $5,500 per month. In the event that DX Online
  Services are provided for a portion of a month, the cost of services will be
  pro rated for the number of days in the month for which such services are
  provided.

  



 


 


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