<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): January 24, 1997
MINDSPRING ENTERPRISES, INC.
------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-27890 58-2113290
- ----------------------------- ----------- -------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification
Number)
1430 West Peachtree St., Suite 400, Atlanta, GA 30309
- ----------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (404) 815-0770
<PAGE> 2
Item 5. Other Events.
Under the Asset Purchase Agreement between MindSpring Enterprises,
Inc. (the "Company") and PSINet Inc. ("PSINet") dated June 28, 1996, which was
amended on August 23, 1996 (effective June 28, 1996) and as of September 1, 1996
(the "Asset Purchase Agreement"), the Company agreed to purchase certain assets,
including certain of PSINet's individual subscriber accounts and a customer
service facility (the "Assets," as more fully defined in the Asset Purchase
Agreement), from PSINet at two closings, as more fully described in the Current
Report on Form 8-K/A filed by the Company on August 23, 1996. The first closing
occurred on June 28, 1996. At the second closing under the Asset Purchase
Agreement, which occurred as of September 1, 1996, the Company issued a
promissory note to PSINet in the amount of $9,929,000 (the "Second Note"),
as more fully described in the Current Report on Form 8-K filed by the Company
on October 8, 1996.
Effective as of January 24, 1997, the Company and PSINet further
amended the Asset Purchase Agreement by entering into Amendment No. 3 to the
Asset Purchase Agreement ("Amendment No. 3"), a copy of which is attached hereto
as Exhibit 10.5. Under Amendment No. 3, the Company and PSINet agreed to a fixed
aggregate purchase price for the Assets (the "Purchase Price") equal to
$12,929,000 (excluding accrued interest and increases in principal amount under
promissory notes previously issued to PSINet and paid in full by the Company).
Prior to the adoption of Amendment No. 3, the aggregate purchase price for the
Assets was determined by a formula set forth in the Asset Purchase Agreement. In
connection with fixing the aggregate amount of the Purchase Price, the Company
and PSINet amended the Second Note to, among other things, reduce the principal
amount owed thereunder to $3,078,324, an amount equal to the remaining balance
of the Purchase Price as of January 24, 1997. As amended, the Second Note no
longer accrues interest and is no longer convertible into shares of Common Stock
of the Company. A copy of the amended Second Note is attached hereto as Exhibit
4. The Company estimates that, as of January 24, 1997, it had acquired
approximately 42,000 individual subscribers from PSINet pursuant to the Asset
Purchase Agreement.
In connection with the Asset Purchase Agreement, the parties also
entered into a Network Services Agreement dated June 28, 1996, which was amended
on August 23, 1996 (effective June 28, 1996) (the "Network Services Agreement"),
pursuant to which PSINet has agreed generally to provide Internet connection
services to the Company and its subscribers through PSINet points-of-presence
("POPs") in the United States or in the territories served with such services by
PSINet or any PSINet wholly owned subsidiary. Effective as of January 1, 1997,
the Company and PSINet further amended the Network Services Agreement by
entering into Amendment No. 2 to the Network Services Agreement, a copy of which
is attached hereto as Exhibit 10.6. Amendment No. 2 to the
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<PAGE> 3
Network Services Agreement provides for certain discounts to the monthly service
fees which otherwise would have been payable by the Company to PSINet through
October 31, 1998. Also pursuant to Amendment No. 2 to the Network Services
Agreement, the Company and PSINet agreed, among other things, (i) that, subject
to certain exceptions, PSINet may not terminate the Network Services Agreement
prior to October 31, 1998, and (ii) that the Company may terminate the Network
Services Agreement at any time upon 60 days' written notice to PSINet without
penalty.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits.
4 Promissory Note dated October 22, 1996.
10.1 Asset Purchase Agreement by and between MindSpring Enterprises,
Inc. and PSINet Inc., dated June 28, 1996 (filed as Exhibit 10.1
to Current Report on Form 8-K dated June 28, 1996, File No.
0-27890, and incorporated herein by reference).
10.2 Network Services Agreement by and between MindSpring Enterprises,
Inc. and PSINet Inc., dated June 28, 1996 (filed as Exhibit 10.2
to Current Report on Form 8-K dated June 28, 1996, File No.
0-27890, and incorporated herein by reference).
10.3 Amendment No. 1 to Asset Purchase Agreement and Network Services
Agreement, dated August 23, 1996, effective as of June 28, 1996
(filed as Exhibit 10.3 to Current Report on Form 8-K/A dated June
28, 1996, File No. 0-27890, and incorporated herein by reference).
10.4 Amendment No. 2 to Asset Purchase Agreement, dated as of September
1, 1996 (filed as Exhibit 10.3 to Current Report on Form 8-K dated
September 20, 1996, File No. 0-27890, and incorporated herein by
reference).
10.5 Amendment No. 3 to Asset Purchase Agreement, dated as of January
24, 1997.
10.6 Amendment No. 2 to Services Agreement, dated as of January 1,
1997.
-3-
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
MINDSPRING ENTERPRISES, INC.
Date: February 28, 1997 By: /s/ Michael J. Misikoff
----------------------------
Michael J. Misikoff
Chief Financial Officer
-4-
<PAGE> 5
EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT
- -----------------------------------------------------------
4 Promissory Note dated October 22, 1996.
10.1 Asset Purchase Agreement by and between MindSpring Enterprises,
Inc. and PSINet Inc., dated June 28, 1996 (filed as Exhibit 10.1
to Current Report on Form 8-K dated June 28, 1996, File No.
0-27890, and incorporated herein by reference).
10.2 Network Services Agreement by and between MindSpring Enterprises,
Inc. and PSINet Inc., dated June 28, 1996 (filed as Exhibit 10.2
to Current Report on Form 8-K dated June 28, 1996, File No.
0-27890, and incorporated herein by reference).
10.3 Amendment No. 1 to Asset Purchase Agreement and Network Services
Agreement, dated August 23, 1996, effective as of June 28, 1996
(filed as Exhibit 10.3 to Current Report on Form 8-K/A dated June
28, 1996, File No. 0-27890, and incorporated herein by reference).
10.4 Amendment No. 2 to Asset Purchase Agreement, dated as of September
1, 1996 (filed as Exhibit 10.3 to Current Report on Form 8-K dated
September 20, 1996, File No. 0-27890, and incorporated herein by
reference).
10.5 Amendment No. 3 to Asset Purchase Agreement, dated as of January
24, 1997.
10.6 Amendment No. 2 to Services Agreement, dated as of January 1,
1997.
-5-
<PAGE> 1
EXHIBIT 4
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE MAY NOT BE SOLD,
TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT THE PRIOR WRITTEN CONSENT OF THE
COMPANY.
MINDSPRING ENTERPRISES, INC.
PROMISSORY NOTE
$3,078,324.00 October 22, 1996
FOR VALUE RECEIVED, the undersigned, MINDSPRING ENTERPRISES, INC., a
Delaware corporation (herein called the "Company"), hereby promises to pay to
PSINET, INC., a New York corporation, or registered assigns (hereinafter called
the "Payee"), the principal sum of Three Million Seventy Eight Thousand Three
Hundred Twenty Four Dollars ($3,078,324.00) (the "Principal", which shall be
subject to increase or decrease as set forth below). All payments hereunder
shall be made in lawful money of the United States of America, and shall be
subject to the offset and deduction provisions described herein.
Payment
The Principal shall be payable in monthly installments on the last day of
each calendar month (or, if such day is not a business day, on the next
succeeding business day) as follows: (i) beginning on January 31, 1997, through
and including June 30, 1997, principal in the amount of Fifty Thousand Dollars
($50,000) shall be payable; (ii) beginning on July 31, 1997, through and
including December 31, 1997, principal in the amount of One Hundred Thousand
Dollars ($100,000) shall be payable; (iii) beginning on January 31, 1998,
through and including June 30, 1998, principal in the amount of One Hundred
Fifty Thousand Dollars ($150,000) shall be payable; (iv) beginning on July 31,
1998, through and including November 30, 1998, principal in the amount of Two
Hundred Twenty Five Thousand Dollars ($225,000) shall be payable; and (v) on
December 31, 1998, a final principal payment in the amount of One Hundred Fifty
Three Thousand Three Hundred Twenty Four Dollars ($153,324) shall be payable.
<PAGE> 2
Late Charges
If the entire amount of any principal payment is not paid in full within
five (5) days after the date when due, the Company shall pay to the Payee a late
fee equal to two percent (2%) of the amount not paid.
Sale of Note
This Note has not been registered under the Securities Act of 1933, as
amended (the "1933 Act") or under the securities laws of any state. This Note
may not be sold, transferred, pledged or hypothecated without the prior written
consent of the Company.
This Note shall be registered on books of the Company that shall be kept
at its principal office for that purpose, and shall be transferable only on such
books by the registered owner hereof in person or by duly authorized attorney
upon surrender of this Note properly endorsed, and only in compliance with the
next preceding paragraph hereof.
Redemption
The Company may redeem this Note in whole or in part at any time.
Default
In case of the failure to pay, when due, the principal or any other sum
payable hereunder, and continuance of such failure for five (5) business days
after the date on which such principal or other sum is due (whether upon
maturity hereof, upon any installment payment date, upon any prepayment date,
upon acceleration, or otherwise), the Payee may declare this Note to be due and
payable in full.
Miscellaneous
Upon receipt by the Company of evidence satisfactory to it of the loss,
theft, destruction or mutilation of this Note, and (in case of loss, theft or
destruction) of indemnity reasonably satisfactory to it, and upon reimbursement
to the Company of all reasonable expenses incidental thereto, and upon surrender
and cancellation of this Note, if mutilated, the Company will make and deliver a
new Note of like tenor in the principal amount of this Note then outstanding in
lieu of such Note. Any Note so made and delivered shall be dated as of the date
to which principal has been paid on the Note lost, stolen, destroyed or
mutilated.
2
<PAGE> 3
The Company shall have the right to offset and/or deduct, from time to
time and at any time, any amounts of principal payable under this Note against
Losses (as defined in the Asset Purchase Agreement by and between the Company
and Payee, dated as of June 28, 1996 ("Purchase Agreement", which term shall
include all amendments thereto)) asserted against, resulting to, imposed upon or
incurred by the Company for which the Company has a right or claim for
indemnification pursuant to ARTICLE 10 of the Purchase Agreement.
The Company hereby waives presentment, demand, notice, protest and other
demands and notices in connection with the delivery, acceptance or enforcement
of this Note.
No delay or omission on the part of the Payee in exercising any right
hereunder shall operate as a waiver of such right or of any other right under
this Note, and a waiver, delay or omission on any one occasion shall not be
construed as a bar to or waiver of any such right on any future occasion.
The Company hereby agrees to pay on demand all costs and expenses,
including, without limitation, reasonable attorneys' fees and legal expenses,
incurred or paid by Payee in enforcing this Note.
The terms of this Note shall be governed by and construed in accordance
with the laws of the State of New York (but not including the choice of law
rules thereof).
This Note shall not be valid or obligatory for any purpose until
authenticated by the execution hereof by the Chairman, President or a Vice
President of the Company and registered upon the books of the Company as
hereinabove provided.
3
<PAGE> 4
IN WITNESS WHEREOF, MINDSPRING ENTERPRISES, INC., a Delaware corporation,
has caused this Note to be signed in its corporate name by its Chairman,
President or a Vice President, by authority duly given, all as of the day and
year first above written.
MINDSPRING ENTERPRISES, INC.
By: /s/ CHARLES M. BREWER
------------------------------
Title: Chairman and CEO
---------------------------
4
<PAGE> 1
EXHIBIT 10.5
AMENDMENT NO. 3 TO ASSET PURCHASE AGREEMENT
AND AMENDMENT NO. 1 TO CONVERTIBLE NOTE
THIS AMENDMENT NO. 3 TO ASSET PURCHASE AGREEMENT AND AMENDMENT NO.
1 TO CONVERTIBLE NOTE (the "Amendment") is entered into as of January 24, 1997
by and between PSINET INC. ("Seller") and MINDSPRING ENTERPRISES, INC.
("Buyer").
WHEREAS, Seller and Buyer are parties to that certain Asset
Purchase Agreement dated June 28, 1996, as amended by Amendment No. 1 thereto
dated June 28, 1996 and Amendment No. 2 thereto dated September 1, 1996 (as so
amended, the "Purchase Agreement" and such Amendment No. 2, "Amendment No. 2");
and
WHEREAS, as required by the Purchase Agreement, Buyer issued to
Seller as of September 1, 1996 its Convertible Note due September 1, 1997 in the
original principal amount of $9,929,000 (the "Second Note"); and
WHEREAS, Seller and Buyer desire to amend the Purchase Agreement
and the Second Note, all 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 Purchase 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. The first paragraph of Section 2.2 of the Purchase Agreement
is hereby amended and restated to read as follows:
For and in consideration of the conveyances and assignments
described in SECTION 2.1 and in addition to the assumption of liabilities as set
forth in SECTION 2.4, Buyer agrees to pay to Seller, and Seller agrees to accept
from Buyer, an aggregate purchase price (the "Purchase Price") equal to Twelve
Million Nine Hundred Twenty Nine Thousand Dollars ($12,929,000).
2. Section 2.3 of the Purchase Agreement is hereby amended and
restated to read as follows:
(a) Buyer shall deliver to Seller at the First Closing the amount
of One Million Dollars ($1,000,000.00) in immediately available funds (the "Cash
Payment") and a fully executed copy of the First Note;
<PAGE> 2
(b) Buyer shall deliver to Seller at the Second Closing a fully
executed copy of the Second Note.
3. The definition of "Second Note" in the Purchase Agreement is
hereby amended by deleting all of the text of such definition following the
phrase "Exhibit 2.3(b)".
4. Exhibit 2.3(b) attached to this Amendment shall be, for all
purposes, Exhibit 2.3(b) of the Purchase Agreement. Upon execution of this
Amendment, Buyer shall re-execute the Second Note in the form attached to this
Amendment as Exhibit 2.3(b) and deliver the same to Seller, and, promptly
thereafter, Seller shall return to Buyer the original Second Note, which shall
be deemed amended and restated by such re-executed Second Note.
5. All references to $9,929,000, whether in words or numbers, in
the Second Note and the Purchase Agreement are hereby amended, effective as of
October 22, 1996, to read $3,078,324.
6. Buyer hereby consents to the pledge of the Second Note to
Fleet Bank of Massachusetts or any other primary institutional lender of Seller,
provided such pledge is permitted by applicable federal and state securities
laws.
7. The parties acknowledge that the First Note has been paid in
full, and that the First Note has been cancelled by Buyer.
8. The parties acknowledge that Buyer has satisfied its
obligations under Section 3.4 of the Purchase Agreement.
9. The definitions of "Third Note," "Fourth Note" and "Fifth
Note" and each reference thereto in the Purchase Agreement, are hereby deleted
from the Purchase Agreement.
10. The Purchase Agreement and the Second Note are hereby ratified
and confirmed and, except as expressly modified hereby, the Purchase Agreement
shall continue unmodified and in full force and effect.
11. 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.
2
<PAGE> 3
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.
BUYER
MINDSPRING ENTERPRISES, INC.
By: /s/ CHARLES M. BREWER (SEAL)
-------------------------------
Name: Charles M. Brewer
-----------------------------------
Title: Chairman and CEO
----------------------------------
SELLER
PSINET INC.
By: /s/ WILLIAM L. SCHRADER (SEAL)
-------------------------------
Name: William L. Schrader
-----------------------------------
Title: President and CEO
----------------------------------
3
<PAGE> 4
EXHIBIT 2.3(b)
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE MAY NOT BE SOLD,
TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT THE PRIOR WRITTEN CONSENT OF THE
COMPANY.
MINDSPRING ENTERPRISES, INC.
PROMISSORY NOTE
$3,078,324.00 October 22, 1996
FOR VALUE RECEIVED, the undersigned, MINDSPRING ENTERPRISES, INC., a
Delaware corporation (herein called the "Company"), hereby promises to pay to
PSINET, INC., a New York corporation, or registered assigns (hereinafter called
the "Payee"), the principal sum of Three Million Seventy Eight Thousand Three
Hundred Twenty Four Dollars ($3,078,324.00) (the "Principal", which shall be
subject to increase or decrease as set forth below). All payments hereunder
shall be made in lawful money of the United States of America, and shall be
subject to the offset and deduction provisions described herein.
Payment
The Principal shall be payable in monthly installments on the last day of
each calendar month (or, if such day is not a business day, on the next
succeeding business day) as follows: (i) beginning on January 31, 1997, through
and including June 30, 1997, principal in the amount of Fifty Thousand Dollars
($50,000) shall be payable; (ii) beginning on July 31, 1997, through and
including December 31, 1997, principal in the amount of One Hundred Thousand
Dollars ($100,000) shall be payable; (iii) beginning on January 31, 1998,
through and including June 30, 1998, principal in the amount of One Hundred
Fifty Thousand Dollars ($150,000) shall be payable; (iv) beginning on July 31,
1998, through and including November 30, 1998, principal in the amount of Two
Hundred Twenty Five Thousand Dollars ($225,000) shall be payable; and (v) on
December 31, 1998, a final principal payment in the amount of One Hundred Fifty
Three Thousand Three Hundred Twenty Four Dollars ($153,324) shall be payable.
<PAGE> 5
Late Charges
If the entire amount of any principal payment is not paid in full within
five (5) days after the date when due, the Company shall pay to the Payee a late
fee equal to two percent (2%) of the amount not paid.
Sale of Note
This Note has not been registered under the Securities Act of 1933, as
amended (the "1933 Act") or under the securities laws of any state. This Note
may not be sold, transferred, pledged or hypothecated without the prior written
consent of the Company.
This Note shall be registered on books of the Company that shall be kept
at its principal office for that purpose, and shall be transferable only on such
books by the registered owner hereof in person or by duly authorized attorney
upon surrender of this Note properly endorsed, and only in compliance with the
next preceding paragraph hereof.
Redemption
The Company may redeem this Note in whole or in part at any time.
Default
In case of the failure to pay, when due, the principal or any other sum
payable hereunder, and continuance of such failure for five (5) business days
after the date on which such principal or other sum is due (whether upon
maturity hereof, upon any installment payment date, upon any prepayment date,
upon acceleration, or otherwise), the Payee may declare this Note to be due and
payable in full.
Miscellaneous
Upon receipt by the Company of evidence satisfactory to it of the loss,
theft, destruction or mutilation of this Note, and (in case of loss, theft or
destruction) of indemnity reasonably satisfactory to it, and upon reimbursement
to the Company of all reasonable expenses incidental thereto, and upon surrender
and cancellation of this Note, if mutilated, the Company will make and deliver a
new Note of like tenor in the principal amount of this Note then outstanding in
lieu of such Note. Any Note so made and delivered shall be dated as of the date
to which principal has been paid on the Note lost, stolen, destroyed or
mutilated.
2
<PAGE> 6
The Company shall have the right to offset and/or deduct, from time to
time and at any time, any amounts of principal payable under this Note against
Losses (as defined in the Asset Purchase Agreement by and between the Company
and Payee, dated as of June 28, 1996 ("Purchase Agreement", which term shall
include all amendments thereto)) asserted against, resulting to, imposed upon or
incurred by the Company for which the Company has a right or claim for
indemnification pursuant to ARTICLE 10 of the Purchase Agreement.
The Company hereby waives presentment, demand, notice, protest and other
demands and notices in connection with the delivery, acceptance or enforcement
of this Note.
No delay or omission on the part of the Payee in exercising any right
hereunder shall operate as a waiver of such right or of any other right under
this Note, and a waiver, delay or omission on any one occasion shall not be
construed as a bar to or waiver of any such right on any future occasion.
The Company hereby agrees to pay on demand all costs and expenses,
including, without limitation, reasonable attorneys' fees and legal expenses,
incurred or paid by Payee in enforcing this Note.
The terms of this Note shall be governed by and construed in accordance
with the laws of the State of New York (but not including the choice of law
rules thereof).
This Note shall not be valid or obligatory for any purpose until
authenticated by the execution hereof by the Chairman, President or a Vice
President of the Company and registered upon the books of the Company as
hereinabove provided.
3
<PAGE> 7
IN WITNESS WHEREOF, MINDSPRING ENTERPRISES, INC., a Delaware corporation,
has caused this Note to be signed in its corporate name by its Chairman,
President or a Vice President, by authority duly given, all as of the day and
year first above written.
MINDSPRING ENTERPRISES, INC.
By:
------------------------------
Title:
---------------------------
4
<PAGE> 1
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.
<PAGE> 2
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/ CHARLES M. BREWER
-------------------------------------
Name: Charles M. Brewer
-----------------------------------
Title: Chairman and CEO
----------------------------------
PSINET, INC.
By: /s/ WILLIAM L. SCHRADER
-------------------------------------
Name: William L. Schrader
-----------------------------------
Title: President and CEO
----------------------------------
<PAGE> 3
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:
<TABLE>
<CAPTION>
Applicable Period Monthly Reduction
----------------- -----------------
<S> <C>
1/1/97-7/31/97 $150,000
8/1/97-9/30/98 $200,000
10/1/98-10/31/98 $300,000
</TABLE>
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.
