Exhibit 10.1


 


PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND SEPARATELY FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IN CONNECTION WITH A REQUEST FOR
CONFIDENTIAL TREATMENT.


 


Third Amendment to High-Speed Service Agreement


 


This
Third Amendment (“Amendment”) is
made effective October 31, 2010 (“Amendment Effective Date”)
by and between EarthLink, Inc., a Delaware corporation, having an office
at 1375 Peachtree Street, Level A, Atlanta, Georgia  30309 (“EarthLink”),
and Time Warner Cable Inc., a Delaware corporation, having an office at 60
Columbus Circle, New York, NY 10023 (“TWC”), and
revises and amends the High-Speed Service Agreement between the Parties dated June 30,
2006 (as amended) (the “Agreement”).
All capitalized terms used in this Amendment and not otherwise defined herein
shall have the same meanings set forth in the Agreement.


 


RECITALS


 


WHEREAS, EarthLink and TWC are parties to the Agreement;
and


 


WHEREAS, EarthLink and TWC desire to amend the terms and
conditions set forth in the Agreement to extend the Term by twenty four (24)
months and agree to certain marketing support commitments;


 


NOW, THEREFORE, in consideration of the mutual covenants
hereinafter set forth, the receipt and sufficiency of which is hereby
acknowledged, the parties, intending to be legally bound, hereby covenant and
agree as follows:


 


1.             Section 8.1.  Section 8.1 shall be deleted in its
entirety and replaced with the following:


 


“8.1        Term.


 


Other than Sections 3(a)(ii) and (iii), which shall be effective
as of the Execution Date, the terms and conditions of this Agreement shall be
effective as of November 1, 2006 (the “Effective
Date”), and unless earlier terminated as set forth in this
Agreement, shall expire seven (7) years from the Effective Date.”


 


2.             Marketing Support.  EarthLink agrees to commit
and spend no less than
$              
between November 1, 2010 and October 31, 2011 specifically to market
and promote the EarthLink High-Speed Service as mutually agreed to by TWC and
EarthLink.  EarthLink agrees to commit
and spend no less than
$              
between November 1, 2011 and October 31, 2012 specifically to market
and promote the EarthLink High-Speed Service as mutually agreed to by TWC and
EarthLink.


 

















 


3.             Ratification
and Confirmation.  Except
as specifically provided herein, each of the provisions contained in the
Agreement shall remain unchanged, are hereby ratified, confirmed, and remain in
full force and effect in all respects.


 


4.             Governing Law.  This Amendment will be governed by and
construed and enforced under the internal laws of the State of New York,
without regard to principles of conflict of laws.


 


5.             Counterparts.  This Amendment may be executed in any number
of counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.  Signed facsimile copies of this Amendment
will legally bind the parties to the same extent as original documents.


 


IN WITNESS WHEREOF, the Parties have caused
this Amendment to be executed by their duly authorized representatives
effective on the Amendment Effective Date.


 


	
  EarthLink, Inc.

  	
   

  	
  Time
  Warner Cable Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Joseph M. Wetzel

  	
   

  	
  By:

  	
  /s/
  Sam Howe

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Joseph
  M. Wetzel

  	
   

  	
  Name:

  	
  Sam
  Howe

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  President
  and Chief Operating Officer

  	
   

  	
  Title:

  	
  Chief
  Marketing Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  November 1,
  2010

  	
   

  	
  Date:

  	
  November 11,
  2010

  



 


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