Internet Protocol Telephone Service Participation and Promotion Agreement [Amendment No. 1] - Priceline Long Distance LLC and Net2Phone Inc.
FIRST AMENDMENT TO
INTERNET PROTOCOL TELEPHONE SERVICE PARTICIPATION AND
PROMOTION AGREEMENT
This First Amendment is made as of the 31st day of March, 2000, between
and Priceline Long Distance, LLC ("Priceline"), with offices at 800 Connecticut
Avenue, Norwalk, Connecticut 06854, and Net2Phone, Inc. ("Net2Phone") with
offices at 171 Main Street, Hackensack, New Jersey 07601.
WHEREAS, the Priceline and Net2Phone entered into a Internet Protocol
Telephone Service Participation and Promotion Agreement dated March 31, 2000
(the "Participation Agreement"); and
WHEREAS, the parties now desire to memoralize their mutual
understanding to amend the Participation Agreement as set forth herein.
NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties hereto agree as follows:
1. The Participation Agreement is hereby amended by deleting
Schedule 5.4 thereto and replacing it in its entirety with
Replacement Schedule 5.4 attached hereto as Exhibit A.
2. Priceline acknowledges receipt of the [****] required under
Replacement Schedule 5.4 to be paid on the Soft Launch Date.
In all other respects the terms the Participation Agreement shall
remain unchanged.
IN WITNESS WHEREOF, the parties hereto have duly executed this First
Amendment as of the day and year first above written.
PRICELINE LONG DISTANCE, LLC NET2PHONE, INC.
By:/s/ Ted Vagelos By:/s/ Ilan Slasky
Name: Ted Vagelos Name: Ilan Slasky
Title: President Title: Chief Executive
Officer
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EXHIBIT A
REPLACEMENT SCHEDULE 5.4 TELECOM DCS PREFERRED PROVIDER STATUS
COMPENSATION
As consideration for Net2Phone Preferred Provider Status in
the Telecom DCS in accordance with this Agreement, Net2Phone shall pay to
Priceline [****], payable in the following manner;
(i) [****] on the Soft Launch Date of the Telecom DCS;
(ii) [****] on each of the 90th, 180th and 279th day following the
Soft Launch Date.
(iii) [****] on the first anniversary of the Soft Launch Date;
(iv) [****] on each of the 90th, 180th and 270th day following the
Soft Launch Date;
(v) [****] on the second anniversary of the Soft Launch Date; and
(vi) [****] on each of the 90th, 180th and 270th day following the
second anniversary of the Soft Launch Date.
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