EXHIBIT 99.1
SECOND AMENDMENT TO INVESTMENT AGREEMENT
This AMENDMENT, dated as of August 2, 2000 (the "Second Amendment"), to the
Investment Agreement, dated as of December 31, 1998 and previously amended as of
February 22, 1999 (as in effect on the date hereof, but without giving effect to
this Second Amendment, the "Agreement"), among Talk.com Inc. (formerly
Tel-Save.com, Inc.), a Delaware corporation (the "Company"), and America Online,
Inc., a Delaware corporation (the "Investor").
WITNESSETH
WHEREAS, the Company and the Investor are parties to the Agreement; and
WHEREAS, the Company and the Investor desire to amend the Investment
Agreement on the terms and subject to the conditions set forth herein and such
amendment will have no effect on the rights or obligations of Daniel Borislow,
Tel-Save, Inc. and the D&K Grantor Retained Annuity Trust dated June 15, 1998
that such parties have by reason of their limited subscriptions of the
Investment Agreement.
NOW, THEREFORE, in consideration of the covenant and agreements set forth
herein, and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereby agree as follows:
1. Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Agreement.
2. The Agreement is amended to provide that the references in the Agreement to
"this Agreement" or "the Agreement" (including indirect references such as
"hereunder," "hereby," "herein" and "hereof") shall be deemed to be references
to the Agreement as amended hereby.
3. The first sentence of Section 5.1(a) of the Agreement shall be amended by
replacing the date "September 30, 2000" with the date "September 30, 2001."
4. The timing, content and procedure of any press release or other public
announcement regarding the parties' entering into of this Amendment or the terms
of this Amendment shall be mutually agreed upon in advance by the parties and
shall be subject to the terms of the Agreement.
5. Except as herein provided, the Agreement shall remain unchanged and in full
force and effect.
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6. This Second Amendment may be executed in counterparts, each of which shall be
an original with the same effect as if the signatures thereto and hereto were
upon the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers or representatives, as of
the date first above written.
TALK.COM, INC.
By: /s/ Aloysius T. Lawn, IV Address:
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Name: Aloysius T. Lawn, IV Talk.com, Inc.
Title: EVP -General Counsel 12020 Sunrise Valley Drive
Reston, Virginia 22091
Fax: 703-391-7524
Attention: Chief Financial Officer
AMERICA ONLINE, INC.
By: /s/ Jay Rappaport Address:
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Name: Jay Rappaport America Online, Inc.
Title: Senior Vice President- 22000 AOL Way
Business Affairs Dulles, Virginia 20166
Fax: (703) 265-2208
Attention: General Counsel
With a copy to:
America Online, Inc.
22000 AOL Way
Dulles, Virginia 20166
Fax: (703) 265-1202
Attention: President, Business Affairs
