{"id":43527,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/purchase-and-sale-agreement-america-online-inc-ans.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"purchase-and-sale-agreement-america-online-inc-ans","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/purchase-and-sale-agreement-america-online-inc-ans.html","title":{"rendered":"Purchase and Sale Agreement &#8211; America Online Inc., ANS Communications Inc., and WorldCom Inc."},"content":{"rendered":"<pre>------------------------------------------------------------------------------\n\n\n\n                                                                                \n\n                          PURCHASE AND SALE AGREEMENT\n\n                                        \n\n                                  BY AND AMONG\n\n                                        \n\n                             AMERICA ONLINE, INC.,\n\n                                        \n\n                            ANS COMMUNICATIONS, INC.\n\n                                      AND\n\n                                 WORLDCOM, INC.\n\n\n                                        \n\n                                  DATED AS OF\n\n                                        \n\n                               SEPTEMBER 7, 1997\n                                        \n\n-------------------------------------------------------------------------------\n\n \n                               TABLE OF CONTENTS\n                                        \n\nARTICLE I THE PURCHASE AND SALE..............................................  2\n\n 1.1 Purchase and Sale.......................................................  2\n 1.2 The Closing.............................................................  2\n 1.3 Exchange of Consideration...............................................  2\n 1.4 Delayed Assets and Liabilities..........................................  3\n 1.5 CompuServe Transitional Matters.........................................  4\n 1.6 ANS Transitional Matters................................................  7\n 1.7 Employee Severance Obligations..........................................  9\n 1.8 Allocation of Consideration.............................................  9\n 1.9 Treatment of ANS and AOL Options........................................ 10\n 1.10 Treatment of CompuServe Options........................................ 11\n 1.11 Treatment of CompuServe Options........................................ 11\n\nARTICLE II ASSET TRANSFER; SETTLEMENT OF INTERCOMPANY ACCOUNTS............... 11\n\n 2.1 Transfer of Assets...................................................... 11\n 2.2 Intercompany Accounts................................................... 12\n 2.3 Release of Claims....................................................... 12\n\nARTICLE III REPRESENTATIONS AND WARRANTIES REGARDING AOL AND ANS............. 13\n\n 3.1 Organization, Existence and Good Standing............................... 13\n 3.2 ANS Capital Stock Ownership of ANS Entities; Investments................ 13\n 3.3 Ownership of ANS Entities' Capital Stock; Investments................... 13\n 3.4 Power and Authority; Non-Contravention; Filings and Consents............ 14\n 3.5 Financial Information................................................... 15\n 3.6 Subsequent Events....................................................... 16\n 3.7 Legal Proceedings....................................................... 17\n 3.8 Contracts............................................................... 17\n 3.9 Accounts Receivable..................................................... 19\n 3.10 Taxes.................................................................. 19\n 3.11 Employee Benefit Plans; Employment Matters............................. 20\n 3.12 Compliance with Laws; Permits.......................................... 22\n 3.13 Patents, Trademarks, Etc............................................... 23\n 3.14 No Assets Held by AOL or AOL Entities.................................. 24\n 3.15 Labor Matters.......................................................... 24\n 3.16 Insurance.............................................................. 24\n 3.17 Commissions and Fees................................................... 25\n 3.18 Real Property.......................................................... 25\n\nARTICLE IV REPRESENTATIONS AND WARRANTIES REGARDING WORLDCOM................. 25\n\n 4.1 Organization, Existence and Good Standing............................... 25\n 4.2 Power and Authority; Non-Contravention; Filings and Consents............ 25\n\n \n 4.3 Legal Proceedings...................................................... 26\n 4.4 No Vote Required....................................................... 27\n 4.5 Investment Representation.............................................. 27\n 4.6  CompuServe Agreement.................................................. 27\n 4.7 Title to CompuServe Assets............................................. 27\n 4.8 Representations Relating to CompuServe Assets.]........................ 27\n 4.9 CompuServe Power and Authority; Non-Contravention; Filing and\n     Consents............................................................... 27\n\nARTICLE V COVENANTS......................................................... 28\n\n 5.1 Interim Conduct of ANS and each ANS Entity and the ANS Network\n     Services Business...................................................... 28\n 5.2 Indemnification........................................................ 31\n 5.3 No Contribution........................................................ 35\n 5.4 Access to Information.................................................. 35\n 5.5 Confidentiality........................................................ 35\n 5.6 HSR Act Compliance, Etc................................................ 36\n 5.7 Public Disclosures..................................................... 36\n 5.8 Resignation of Directors and Officers.................................. 36\n 5.9 Notification of Certain Matters........................................ 36\n 5.10 No Solicitation....................................................... 37\n 5.11 Other Actions......................................................... 38\n 5.12 Cooperation........................................................... 38\n 5.13 ANS and ANS Network Services Business Employees....................... 38\n 5.14 ANS Name.............................................................. 39\n 5.15 CompuServe Name....................................................... 39\n 5.16 Noncompetition and Nonsolicitation Agreement.......................... 40\n 5.17 Key-Employee Nondisclosure and Nonsolicitation Agreements............. 40\n 5.18 Board Seat............................................................ 40\n 5.19 Services Agreements................................................... 40\n 5.20 Status of Title to the CompuServe Assets.............................. 40\n 5.21 Delivery of ANS Shares................................................ 40\n 5.22 Consummation of Merger................................................ 40\n 5.23 Covenants Relating to CompuServe Online Services Business............. 40\n 5.24 Exercise of Option; Negotiation Period................................ 41\n\nARTICLE VI TAX MATTERS...................................................... 41\n\n 6.1 Section 338 Election................................................... 41\n 6.2 Tax Indemnification.................................................... 43\n 6.3 Tax Related Adjustments................................................ 47\n 6.4 Transfer Taxes......................................................... 49\n\nARTICLE VII CONDITIONS TO CLOSING........................................... 49\n\n 7.1 Mutual Conditions...................................................... 49\n 7.2 Conditions to Obligations of WorldCom.................................. 49\n 7.3 Conditions to Obligations of AOL and ANS............................... 51\n\n                                       ii\n\n \nARTICLE VIII TERMINATION, AMENDMENT AND WAIVER.............................. 52\n\n 8.1 Termination............................................................ 52\n 8.2 Effect of Termination.................................................. 53\n 8.3 Amendment.............................................................. 53\n 8.4 Waiver................................................................. 53\n 8.5 Expenses............................................................... 53\n\nARTICLE IX MISCELLANEOUS.................................................... 54\n\n 9.1 Representations and Warranties; Survival............................... 54\n 9.2 Notices................................................................ 54\n 9.3 Governing Law and Dispute Resolution................................... 55\n 9.4 Specific Performance................................................... 56\n 9.5 Severability........................................................... 56\n 9.6 Financial Information.................................................. 56\n 9.7 Captions............................................................... 56\n 9.8 Entire Agreement....................................................... 56\n 9.9 Counterparts........................................................... 56\n 9.10 Binding Effect; Assignability......................................... 57\n 9.11 No Rule of Construction............................................... 57\n 9.12 Schedules............................................................. 57\n\nARTICLE X DEFINITIONS....................................................... 57\n\n                                      iii\n\n \n                                    EXHIBITS\n\n\nEXHIBIT A        FORM OF BILL OF SALE\nEXHIBIT B        FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT\nEXHIBIT C        COST ALLOCATION AND INTER-COMPANY SERVICE ARRANGEMENTS\nEXHIBIT D        AGREEMENT TO FORM BUSINESS ENTITY\nEXHIBIT E        NONCOMPETITION AND NONSOLICITATION AGREEMENT\nEXHIBIT F        KEY EMPLOYEE AGREEMENTS\nEXHIBIT G        TRANSITION SERVICES AGREEMENT\nEXHIBIT H        NETWORK SERVICES AGREEMENT 1\nEXHIBIT I        NETWORK SERVICES AGREEMENT 2\n\n\n                            SCHEDULES OF ANS AND AOL\n                                        \nSchedule 1.6     Retention Bonuses\nSchedule 1.7(a)  Severance Arrangements\nSchedule 1.9     Options Convertible into Securities of ANS\nSchedule 2.1     Transfer of Assets\nSchedule 2.2     Intercompany Accounts As of June 30, 1997\nSchedule 2.3(a)  Release Of  Claims  (Release By AOL)\nSchedule 2.3(b)  Release Of Claims (Release By WorldCom)\nSchedule 3.2(a)  Issued Capital Stock\nSchedule 3.2(b)  Liens And Encumbrances On ANS Stock\nSchedule 3.2(c)  Outstanding Options And Warrants\nSchedule 3.3(a)  Ownership Of ANS Entities' Stock\nSchedule 3.3(b)  Capital Stock Of Other Entities\nSchedule 3.4(a)  Consents And Waivers\nSchedule 3.5     ANS Financial Statements\nSchedule 3.6     Subsequent Events\nSchedule 3.7     Legal Proceedings\nSchedule 3.8(a)  Contracts (General)\nSchedule 3.8(b)  Contracts (Certain Terms)\nSchedule 3.8(c)  Contracts (International Distributors)\nSchedule 3.8(d)  Agreements with Ten Largest Customers (Excluding AOL)\nSchedule 3.8(e)  Contracts (Government Contracts)\nSchedule 3.8(f)  Contracts (Consents)\nSchedule 3.10    Tax Disclosure (General)\nSchedule 3.10(g) Tax Disclosure (Tax Sharing Agreements)\nSchedule 3.11(a) Employee Benefit Plans\nSchedule 3.11(b) Unions; Effects Of Agreement\nSchedule 3.12    Compliance With Laws; Permits\nSchedule 3.13    Patents, Trademarks, Etc.\nSchedule 3.14    Certain Rights Held By AOL Entities\nSchedule 3.18    Real Estate\nSchedule 5.1(d)  Interim Conduct -- Specified Contracts\nSchedule 5.1(e)  Interim Conduct -- Employees\nSchedule 5.1(h)  Interim Conduct -- Material Transactions\nSchedule 5.1(l)  Interim Conduct -- Related Party Transactions\nSchedule 5.13    Interim Conduct -- ANS Employment Matters\nSchedule 7.3(f)  Lease Guarantees\nSchedule 10.1    ANS Excluded Assets\n\n                                       iv\n\n \nSchedule 10.2    ANS Network Assets\nSchedule 10.5    CompuServe Excluded Assets\nSchedule 10.6    Excluded Liabilities\n\n                             SCHEDULES OF WORLDCOM\n\nSchedule 4.3     Legal Proceedings\nSchedule 10.3(b) Pro Forma CompuServe Balance Sheet\nSchedule 10.4    CompuServe Liabilities\n\n                                       v\n\n \n                          PURCHASE AND SALE AGREEMENT\n\n          THIS PURCHASE AND SALE AGREEMENT (this \"Agreement\") is made and\nentered into as of the 7th day of September, 1997, by and among AMERICA ONLINE,\nINC., a Delaware corporation (\"AOL\"), ANS COMMUNICATIONS, INC., a Delaware\ncorporation and a wholly-owned subsidiary of AOL (\"ANS\"), and WORLDCOM, INC., a\nGeorgia corporation (\"WorldCom\").  ANS and AOL are sometimes referred to herein\nas the \"Selling Entities.\"  All capitalized terms used in this Agreement and not\ndefined in the text hereof have the meanings set forth in Article X.\n\n                              W I T N E S S E T H:\n\n          WHEREAS, WorldCom is a party to an Agreement and Plan of Merger (the\n\"CompuServe Agreement\") of even date herewith, pursuant to which it has agreed\nto acquire CompuServe Corporation, a Delaware corporation (\"CompuServe\"),\nthrough a merger (the \"Merger\") with WorldCom Acquisition Company, L.L.C.\n(\"WAC\"), which is wholly owned by WorldCom;\n\n          WHEREAS, AOL is the record and beneficial owner of all of the issued\nand outstanding common shares, par value $.01 per share, and preferred shares,\npar value $.01 per share, of ANS (the \"ANS Shares\");\n\n          WHEREAS, the Boards of Directors of AOL, ANS and WorldCom each have\ndetermined that it is in the best interests of their respective stockholders\nthat they enter into this Agreement, which provides for the acquisition by\nWorldCom from AOL of all of the ANS Shares (the \"ANS Transfer\") and the\nacquisition by AOL from CompuServe Incorporated, an Ohio corporation which is a\nwholly-owned subsidiary of CompuServe (\"CompuServe-Ohio\"), of all the right,\ntitle and interest of CompuServe and CompuServe-Ohio in and to the CompuServe\nAssets and the CompuServe Online Services Business (the \"CompuServe Transfer\"),\nand have authorized their respective officers to execute and deliver this\nAgreement on their behalf;\n\n     WHEREAS, the Board of Directors of AOL has determined it to be in the best\ninterests of its stockholders to sell the ANS Shares to WorldCom, to acquire the\nCompuServe Assets and the CompuServe Online Services Business and to enter into\nthe other transactions contemplated hereby, and has adopted resolutions\napproving such matters;\n\n     WHEREAS, the Board of Directors of WorldCom has determined it to be in the\nbest interests of its shareholders to cause CompuServe to transfer the\nCompuServe Assets and the CompuServe Online Services Business to AOL,\nimmediately following the acquisition of CompuServe by WorldCom, and has adopted\na resolution approving such transfers; and\n\n     WHEREAS, AOL, ANS and WorldCom desire to make certain representations,\nwarranties, covenants and agreements in connection with the transactions\ncontemplated by this Agreement and also to prescribe various conditions to the\nconsummation thereof;\n\n \n     NOW, THEREFORE, in consideration of the premises, and the mutual\nrepresentations, warranties, covenants and agreements contained herein, the\nparties hereto do hereby agree as follows:\n\n                                   ARTICLE I\n\n                             THE PURCHASE AND SALE\n\n     1.1 Purchase and Sale. Upon the terms and subject to the conditions set\nforth in this Agreement, at the Closing (as defined in Section 1.2):\n\n     (a) AOL shall sell and deliver to WorldCom, or, if so directed by\nWorldCom, to CompuServe, the ANS Shares free and clear of all Liens or Other\nEncumbrances; and\n\n     (b) in exchange for the ANS Shares, WorldCom shall (i) deliver or\ncause CompuServe to deliver the Cash Consideration described in Section\n1.3(b)(i) to AOL and  (ii) cause CompuServe-Ohio to transfer to AOL or its\ndesignee or designees the CompuServe Assets and CompuServe Online Services\nBusiness (subject to the CompuServe Liabilities), which AOL or such designee(s)\nshall accept and assume.\n\nThe exchange of consideration described in this Section (collectively, the\n\"Purchase and Sale\"), shall take place as more particularly described in Section\n1.3.\n\n     1.2 The Closing. Subject to the satisfaction or waiver of the conditions\nset forth in Article VII, the closing of the Purchase and Sale (the \"Closing\")\nshall take place immediately following the closing of the Merger at the offices\nof Bryan Cave LLP in Washington, D.C., at 10:00 a.m., local time, or at such\nother time and place as the parties hereto may agree. The day on which the\nClosing takes place is referred to herein as the \"Closing Date.\" The Closing\nshall be effective at the same time as the Effective Time referred to in the\nCompuServe Agreement (which effective time under this Agreement is referred to\nherein as the \"Effective Time\").\n\n     1.3  Exchange of Consideration.\n\n     (a)  At the Closing, AOL shall deliver to WorldCom, or, if so directed\nby WorldCom, to CompuServe, a certificate or certificates representing all of\nthe outstanding ANS Shares, duly endorsed or accompanied by a stock assignment\nseparate from certificates which shall have been duly executed in blank.\n\n     (b) In exchange for the transfer of the ANS Shares as provided herein:\n\n         (i) The following shall apply as to the cash consideration (the \"Cash\n     Consideration\"):  WorldCom shall deliver or cause CompuServe to deliver to\n     AOL and\/or its designee or designees One Hundred Seventy-Five Million\n     Dollars ($175,000,000) by wire transfer of immediately available funds at\n     the Closing, to an account or accounts designated at least two Business\n\n                                       2\n\n \n     Days prior to the Closing Date by AOL by written notice to WorldCom,\n     subject to the following adjustments: (A) the adjustment with respect to\n     the AOL Unvested Stock Options as provided in Section 1.9(a), (B) the\n     adjustment with respect to the WorldCom (ANS) Stock Options as provided in\n     Section 1.9(b), (C) an adjustment in favor of AOL in the amount of Two\n     Million Five Hundred Thousand Dollars ($2,500,000), representing a\n     reimbursement of expenses incurred by AOL in connection with discussions,\n     negotiations and other actions concerning the previously-contemplated\n     transaction with CompuServe, and (D) an adjustment in favor of WorldCom in\n     the amount of Five Million Dollars ($5,000,000) relating to amounts to be\n     paid to certain employees of ANS as provided in Section 1.6(a), plus\n     customary additional employer direct costs incurred by ANS resulting from\n     such payments to employees such as the employer portion of FICA payments\n     (but not including withholding taxes);\n\n          (ii) WorldCom shall cause CompuServe, CompuServe-Ohio and other\n     appropriate CompuServe Entities to execute and deliver to AOL and\/or its\n     designee or designees at the Closing a bill or bills of sale in\n     substantially the form attached hereto as Exhibit A (the \"Bill of Sale\")\n     and other appropriate instruments of transfer, pursuant to which CompuServe\n     shall sell, convey, assign and deliver to AOL and\/or its designee or\n     designees all right, title and interest of CompuServe, CompuServe-Ohio and\n     other appropriate CompuServe Entities in and to the CompuServe Assets; and\n\n          (iii)  WorldCom shall, and shall cause CompuServe, CompuServe-Ohio and\n     the other appropriate CompuServe Entities to, execute and deliver to AOL\n     and\/or its designee or designees at the Closing, and AOL shall execute and\n     deliver to CompuServe, the appropriate CompuServe Entities and WorldCom at\n     the Closing, the Assignment and Assumption Agreement in substantially the\n     form attached hereto as Exhibit B (the \"Assignment and Assumption\n     Agreement\").\n\n     1.4  Delayed Assets and Liabilities.\n \n     (a) WorldCom shall use all reasonable efforts to secure all necessary\nconsents and approvals in order to transfer all of the CompuServe Assets on the\nClosing Date as provided herein.  However, to the extent that any such required\nconsent or waiver with respect to the transfer of a contract or other instrument\nor obligation included in the CompuServe Assets has not been obtained on or\nprior to the Closing Date, such contract or other instrument or obligation (a\n\"Delayed Asset\") shall not be transferred hereunder if so determined by\nWorldCom, and any related liability that constitutes a CompuServe Liability (a\n\"Delayed Liability\"), shall not be assumed hereunder by AOL other than to the\nextent provided herein unless and until such required consent or waiver has been\nobtained. WorldCom shall advise AOL in writing, not later than the second\nBusiness Day prior to the scheduled Closing Date, of any CompuServe Assets which\nit anticipates will be Delayed Assets, and shall identify any related Delayed\nLiabilities.\n\n     (b)  If there are any Delayed Assets, WorldCom will, and will cause\nCompuServe and the CompuServe Entities to, use all reasonable efforts to provide\n\n                                       3\n\n \nAOL with the intended benefits under or of any such Delayed Asset, and (to the\nextent that AOL is so provided with the benefits thereof), AOL shall assume, pay\nand perform any corresponding Delayed Liabilities.\n\n     (c) Following the Closing, the parties shall cooperate in good faith in\norder to secure any necessary consents or waivers for the transfer of any\nDelayed Assets and Delayed Liabilities, or to enter into other arrangements\nwhich will reflect as nearly as possible the respective benefits and obligations\nthat would have been in effect had the Delayed Assets and Delayed Liabilities\nbeen transferred and assumed on the Closing Date.  Any out-of-pocket expenses\nreasonably incurred by the parties in taking the actions referred to in this\nparagraph (c) shall be paid by WorldCom.  At such time and on each occasion\nafter the Closing Date that a required consent or waiver shall be obtained with\nrespect to a Delayed Asset, such Delayed Asset shall forthwith be transferred\nand assigned to AOL, and all related Delayed Liabilities shall be simultaneously\nassumed by AOL hereunder, whereupon (i) such Delayed Asset shall constitute for\nall purposes a CompuServe Asset acquired hereunder and (ii) such Delayed\nLiabilities shall constitute for all purposes CompuServe Liabilities assumed\nhereunder.  Prior to any such transfer of Delayed Assets, WorldCom shall use all\nreasonable efforts to preserve and maintain the value of such Delayed Assets in\nall material respects, and shall pay all liabilities which become due in respect\nof such Delayed Assets prior to the transfer thereof to AOL or its designee(s).\n\n     (d) On the earliest to occur of (i) one year following the Closing Date,\n(ii) the date on which a Delayed Asset or Delayed Liability is transferred\nhereunder and (iii) the time when the parties shall conclude that any Delayed\nAsset or Delayed Liability will not be transferred for any reason, then WorldCom\nshall, or shall cause a WorldCom Entity to, pay to AOL or its designee an amount\nsufficient to compensate it for the loss incurred by it (net of the benefit\nresulting from discharge of its obligation in respect of the related Delayed\nLiability) resulting from such failure to transfer such Delayed Asset and\nDelayed Liability, including interest on the amount of such loss from the\nClosing Date to the date of payment, compounded daily, at the prime or base rate\nof interest announced from time to time by NationsBank of Texas, N.A. For\npurposes of this paragraph (d), the loss incurred by AOL or its designee shall\nbe deemed to be the excess, if any, of the value of the CompuServe Assets and\nthe CompuServe Online Services Business as of the Closing Date (after taking\ninto account the assumption of the CompuServe Liabilities) over the value of the\nassets and rights actually transferred to AOL or its designee or designees\nhereunder (after taking into account the CompuServe Excluded Assets).  The\ndetermination of such value shall take into account any decrease in the overall\nvalue of the CompuServe Assets and the CompuServe Online Services Business which\nmay result from the absence of or delay in delivering such Delayed Assets, but\nshall not otherwise take into account any indirect or consequential damages.\nSuch payment by WorldCom or a WorldCom Entity shall constitute the sole remedy\nof AOL and its designees in respect of the delay in delivery or failure to\ndeliver the applicable Delayed Assets.\n\n     1.5 CompuServe Transitional Matters. In connection with, and in order to\nfacilitate the implementation of, the CompuServe Transfer, the following\ntransitional arrangements, requirements and adjustments shall be applicable (for\npurposes of this Section 1.5, the term \"CompuServe Online Services Business\" for\nthe period of time prior to the Effective Time shall mean the business referred\nto in Exhibit C hereto as \"CSI\"):\n\n                                       4\n\n \n          (a) Employees.  All employees of CompuServe-Ohio and other CompuServe\n              ----------                                                       \nEntities who are employed as such immediately prior to the Effective Time and\nwhose respective primary responsibilities are any of the following shall be\nemployed or offered employment, immediately after the Effective Time, by AOL or\nits designee or designees:  (i)  general management of the CompuServe Online\nServices Business, (ii) supporting and operating the CompuServe Online Service\nBusiness and\/or CompuServe's Sprynet business (\"Sprynet\") including but not\nlimited to content creation and hosting, (iii) general and administrative duties\nin MIS, operations and billing, (iv) duties in other departments headed by the\nVice President, Technical Operations (except those primarily supporting the\nelectronic tax filing and rapid refund line of business), or (v) other general\nand administrative duties relating to the provision of finance, administration\nand legal support primarily to the CompuServe Online Services Business and\/or\nSprynet.  Employees whose primary responsibilities relate substantially equally\nto the CompuServe Online Service Business and\/or Sprynet, on the one hand, and\nother CompuServe business activities, including but not limited to network\nservices but excluding Sprynet, on the other hand, shall be allocated employee-\nby-employee substantially equally between AOL and\/or its designee or designees,\non the one hand, and CompuServe and\/or any one or more of the CompuServe\nEntities, on the other hand, in accordance with the process set forth in the\nimmediately following subsection (c).\n\n          (b) Allocation of Facilities and Other Assets.  CompuServe-Ohio shall\n              ------------------------------------------                       \ntransfer, or cause to be transferred by CompuServe or appropriate other\nCompuServe Entities, to AOL and\/or its designee or designees subject to Section\n1.4, all as provided in Sections 1.3(b)(ii) and (iii), subject to related\nCompuServe Liabilities, the Assets (which shall constitute CompuServe Assets)\nidentified in paragraphs 2, 3, 6 and 7 of that part of the memorandum attached\nhereto as Exhibit C captioned \"Cost Allocation and Inter-Company Service\nArrangements - CSI\" and in Attachments 1 and 2 thereto.  Without limiting the\ngenerality of the foregoing, such allocation of assets shall include the\nallocation of rights under and with respect to leases of real estate and\/or\ntangible assets and interests in such leased real property and tangible assets.\n\n          (c) Allocation Process.  In making the allocations provided for in the\n              -------------------                                               \nimmediately preceding paragraphs (a) and (b), each of AOL and WorldCom shall\nhave equal access to the CompuServe employees and Assets who and which are the\nsubjects of such allocations, including rights to conduct audits.  If any\ndisagreement arises as to the allocation of any employee or Assets which cannot\nbe resolved by agreement within 10 days after either party gives notice to the\nother that it disagrees with a proposed allocation, the dispute shall be\nsubmitted to final and binding arbitration in accordance with the provisions of\nthis Section 1.5 and the Commercial Rules of the American Arbitration\nAssociation before an arbitrator mutually satisfactory to AOL and WorldCom\nselected by them within an additional 10 days after the giving of such notice\nor, if they shall not agree on such selection, selected by an Arbiter chosen\nunder the procedures specified in paragraph (d)(ii) below.  The decision of such\narbitrator shall be final and binding.\n\n                                       5\n\n \n          (d) CompuServe Net Working Capital and Cash; Long-Term Liabilities.\n              ---------------------------------------------------------------\n\n              (i) Within 30 days after the Closing Date, AOL shall prepare and\n     deliver to WorldCom a consolidated balance sheet (the \"COLS Closing Date\n     Balance Sheet\") of the CompuServe Online Services Business, as transferred\n     to AOL or its designee(s) on the Closing Date, including the CompuServe\n     Assets and the CompuServe Liabilities, prepared on a basis consistent with\n     the pro forma balance sheet which is attached hereto as Attachment 1 to\n     Exhibit C (the \"Pro Forma Balance Sheet\"), which shall show, among other\n     things, net current assets and net current liabilities after taking into\n     account all transfers made on the Closing Date as contemplated by this\n     Agreement. AOL shall confer with WorldCom with respect to the preparation\n     of the COLS Closing Date Balance Sheet, and WorldCom shall have the right\n     to review all work papers and supporting documentation.\n\n              (ii) If WorldCom disputes the COLS Closing Date Balance Sheet\n     delivered by AOL, WorldCom shall deliver a \"Notice of Dispute\" to AOL not\n     more than thirty (30) days after the date WorldCom receives the COLS\n     Closing Date Balance Sheet.  Upon receipt of a Notice of Dispute, AOL shall\n     promptly consult with WorldCom with respect to its specified points of\n     disagreement in an effort to resolve the dispute.  If any such dispute\n     cannot be resolved by AOL and WorldCom within ten (10) days after AOL\n     receives the Notice of Dispute, AOL and WorldCom shall refer the dispute to\n     the Arbiter hereinafter referred to  who shall serve as an arbitrator to\n     finally determine, as soon as practicable, all points of disagreement with\n     respect to the COLS Closing Date Balance Sheet.  The Arbiter shall be a\n     partner in the New York office of Price Waterhouse chosen by mutual\n     agreement of the parties; provided that, if Price Waterhouse shall, at the\n     time, be serving as the independent public accountants of either WorldCom\n     or AOL or shall otherwise have a material relationship with either of them,\n     then the Arbiter shall be a partner at the New York office of KPMG Peat\n     Marwick chosen by mutual agreement of the parties and if KPMG Peat Marwick\n     shall have such a material relationship, a partner at another accounting\n     firm mutually satisfactory to WorldCom and AOL.  The Arbiter shall apply\n     the terms of this Section and shall conduct the arbitration in New York\n     City at a location or locations to be determined by the Arbiter under such\n     procedures as the parties may agree or, failing such agreement, under the\n     Commercial Rules of the American Arbitration Association.  The fees and\n     expenses of the arbitration and the Arbiter incurred in connection with the\n     arbitration of the COLS Closing Date Balance Sheet shall be allocated\n     between the parties by the Arbiter in proportion to the extent either party\n     did not prevail on items in dispute in the COLS Closing Date Balance Sheet,\n     provided that such fees and expenses shall not include, as long as a party\n     complies in all material respects with the procedures of this Section, the\n     other party's outside counsel or accounting fees.  All determinations by\n     the Arbiter shall be final, conclusive and binding with respect to the COLS\n     Closing Date Balance Sheet and the allocation of arbitration fees and\n     expenses.\n\n              (iii)  In the event that, as of the Closing Date, (x) the\n     CompuServe Online Services Business shall have working capital, calculated\n\n                                       6\n\n \n     as the excess, if any, of total current assets less total current\n     liabilities, as shown on the COLS Closing Date Balance Sheet prepared on a\n     basis consistent therewith (\"Net Working Capital\"), which is less than Five\n     Million Dollars ($5,000,000) and\/or (y) the CompuServe Online Service\n     Business shall have actual cash on hand in an amount which is less than\n     Fifteen Million Dollars ($15,000,000), as reflected on the COLS Closing\n     Date Balance Sheet so prepared, then WorldCom or CompuServe shall pay to\n     AOL an amount equal to such shortfall in Net Working Capital or cash on\n     hand, as the case may be, if there shall be only one of such requirements\n     which shall not have been met, or the greater of the two shortfalls if both\n     of such requirements shall not have been met, by wire transfer of\n     immediately available funds not more than three Business Days after the\n     final determination thereof.  If both such requirements shall have been\n     met, neither WorldCom nor CompuServe shall be required to make any such\n     payment to AOL, and in any case AOL shall not be required to make any\n     payment to WorldCom or CompuServe in respect of Net Working Capital or cash\n     on hand, whether or not there shall have been, as of the Closing Date, any\n     amount of Net Working Capital and\/or cash on hand of the CompuServe Online\n     Services Business in excess of either or both of such requirements, as\n     reflected on the COLS Closing Date Balance Sheet or otherwise.\n\n              (iv) The CompuServe Liabilities assumed by AOL shall not include\n     any long-term liabilities (which, for purposes hereof, shall not include\n     operating leases), as of the Closing Date as reflected on the COLS Closing\n     Date Balance Sheet or otherwise.  If, notwithstanding such prohibition, any\n     long-term liabilities are included with the CompuServe Online Services\n     Business, WorldCom shall assume and indemnify AOL and\/or its designee or\n     designees from and against any and all Losses and Expenses which AOL and\/or\n     its designee or designees may incur as a result of or in connection\n     therewith.\n\n     1.6 ANS Transitional Matters. Similarly, in order to facilitate the\nimplementation of the ANS Transfer, the following transitional arrangements,\nrequirements and adjustments shall be applicable:\n\n         (a) Employees.  All employees of ANS or any ANS Entity who are\n             ---------                                                 \nemployed as such immediately prior to the Effective Time shall continue to be\nemployed or offered employment by ANS or such ANS Entity immediately after the\nEffective Time, all as more particularly provided in Section 5.13.  At the\nClosing, ANS has agreed to and shall pay retention bonuses to the employees\nnamed on Schedule 1.6 for continued service during the period from the signing\nof the AOL Agreement through the Closing.\n\n         (b) Retention of Assets; Exceptions.  In accordance with the terms of\n             -------------------------------                                  \nExhibit C hereto, ANS shall own and retain the ANS Assets, as reflected on the\nANS Closing Date Balance Sheet (as hereinafter defined), except that, for no\nadditional consideration other than the benefits to ANS and WorldCom under this\nAgreement, (i) ANS shall grant to AOL a perpetual paid-up license to any network\nmanagement software and network software source code which it or any ANS Entity\n\n                                       7\n\n \nowns or has any interest in at the Effective Time and any modifications thereto\nthat shall have been theretofore developed internally or customized by ANS, and\nANS shall provide AOL with documentation for such software and access to key ANS\npersonnel for consulting services related to such software for a period of nine\nmonths after the Effective Time on the basis of ANS's actual cost plus 10% and\n(ii) ANS shall assign and transfer to AOL and\/or its designee or designees all\nof its rights with respect to leased equipment used for ANS's Web-caching\nsystem, which license and leased equipment rights shall constitute ANS Excluded\nAssets.  Further, after the date hereof but prior to the Effective Time, ANS\nshall sell and lease back equipment which it has previously purchased and such\nleases shall continue to be held by ANS after the Effective Time, it being\nunderstood and agreed that an amount equal to the amount of any deposits paid by\nAOL in connection with the purchase by ANS of such equipment will be paid by ANS\nor WorldCom to AOL prior to or at the Effective Time or settled in connection\nwith the settlement of inter-company accounts as provided in Section 2.2.  At\nthe Effective Time, for no additional consideration other than the benefit to\nAOL under this Agreement, AOL shall assign and transfer to ANS all of AOL's\nrights under leases for modems leased to AOL for equipment operated by ANS, and\nWorldCom and ANS shall assume and indemnify AOL from and against any and all\nLosses and Expenses which AOL may incur after the Effective Time as a result of\nor in connection therewith.\n\n         (c) ANS Net Working Capital and Cash; Long-Term Liabilities.\n             --------------------------------------------------------\n\n             (i) Within 30 days after the Closing Date, WorldCom or ANS shall\n     prepare and deliver to AOL a consolidated balance sheet of ANS and the ANS\n     Entities (the \"ANS Closing Date Balance Sheet\"), prepared on a basis\n     consistent with the June 30, 1997 balance sheet of ANS included in Schedule\n     3.5, which shall show, among other things, net current assets and net\n     current liabilities.  WorldCom shall confer with AOL with respect to the\n     preparation of the ANS Closing Date Balance Sheet, and AOL shall have the\n     right to review all work papers and supporting documentation.\n\n             (ii) If AOL disputes the ANS Closing Date Balance Sheet delivered\n     by WorldCom or ANS, AOL shall deliver a \"Notice of Dispute\" to WorldCom not\n     more than thirty (30) days after the date AOL receives the ANS Closing Date\n     Balance Sheet.  Upon receipt of a Notice of Dispute, WorldCom shall\n     promptly consult with AOL with respect to its specified points of\n     disagreement in an effort to resolve the dispute.  If any such dispute\n     cannot be resolved by WorldCom and AOL within ten (10) days after WorldCom\n     receives the Notice of Dispute, WorldCom and AOL shall refer the dispute to\n     the Arbiter referred to in Section 1.5(d), who shall serve as an arbitrator\n     under the procedures specified in such  Section and applying the terms of\n     such Section, to finally determine, as soon as practicable, all points of\n     disagreement with respect to the ANS Closing Date Balance Sheet.  All\n     determinations by the Arbiter shall be final, conclusive and binding with\n     respect to the ANS Closing Date Balance Sheet and the allocation of\n     arbitration fees and expenses.\n\n             (iii)  In the event that, as of the Closing Date, ANS shall have\n     negative working capital (that is, an excess of current liabilities over\n     current assets, as shown on the ANS Closing Date Balance Sheet, referred to\n     below as \"Negative Working Capital\"), \n\n                                       8\n\n \n     calculated after and having given effect to the payment and settlement of\n     inter-company accounts as provided in Section 2.2, in excess of Thirty-Six\n     Million One Hundred Thousand Dollars ($36,100,000), then AOL shall pay to\n     WorldCom an amount equal to the amount by which ANS Negative Working\n     Capital exceeds Thirty-Six Million One Hundred Thousand Dollars\n     ($36,100,000), by wire transfer of immediately available funds not more\n     than three Business Days after the final determination thereof. If ANS\n     Negative Working Capital shall be equal to or less than Thirty-Six Million\n     One Hundred Thousand Dollars ($36,100,000) or there shall be no Negative\n     Working Capital, AOL shall not be required to make any payment to WorldCom\n     in respect of Negative Working Capital.\n\n             (iv) ANS shall not have any long-term liabilities as of the\n     Closing Date (it being understood that for purposes hereof operating leases\n     shall not constitute long-term liabilities), as reflected on the ANS\n     Closing Date Balance Sheet or otherwise; provided that, notwithstanding\n     such prohibition, if it does have any such long-term liabilities at such\n     time, AOL shall assume and indemnify WorldCom and ANS from and against any\n     and all Losses and Expenses which they or either of them may incur as a\n     result of or in connection therewith.\n\n     1.7. Employee Severance Obligations.\n \n     (a)  AOL shall reimburse WorldCom for all severance payments and other\nexpenses reasonably incurred by WorldCom, in accordance with its (or AOL's)\ncustomary employment practices, in respect of any employees of ANS or any ANS\nEntity whose employment is terminated for any reason within six months following\nthe Closing, up to an aggregate of $25,000,000 for all such payments under this\nparagraph (a).  In respect of any such employees whose employment is so\nterminated within such six-month period, WorldCom shall provide them with cash\nseverance payments substantially equivalent to the payments they would have been\nentitled to under the AOL severance policy, a copy of which is attached hereto\nas Schedule 1.7(a), and they shall be entitled to participate in any other\nseverance benefits offered by WorldCom to its employees which correspond to\nseverance benefits offered to ANS employees by either AOL or ANS prior to the\nClosing, and otherwise in accordance with the terms and limitations of such\nWorldCom benefit programs.\n\n     (b)  WorldCom shall reimburse AOL for all severance payments and other\nexpenses reasonably incurred by AOL, in accordance with its (or CompuServe's)\ncustomary employment practices, in respect of any employees of CompuServe or any\nCompuServe Entity who is a part of the CompuServe Online Services Business and\nwho is hired as a result of the transactions provided herein, whose employment\nis terminated by AOL for any reason within six months following the Closing, up\nto an aggregate of $25,000,000 for all such payments under this paragraph (b).\n\n     1.8 Allocation of Consideration. With respect to the allocation of the\nconsideration exchanged pursuant to the terms of this Agreement, the parties\nagree to timely file all forms required under applicable Tax law including the\nforms to be filed under Code (S)1060(e).\n\n                                       9\n\n \n     1.9 Treatment of ANS and AOL Options. (a) At the Effective Time, WorldCom\nshall cause each director, employee or consultant of ANS or any ANS Entity who\nis a holder of a then-outstanding, unexercised and unvested AOL stock option\n(the \"AOL Unvested Stock Options\") to receive, without any action on the part of\nthe holder thereof, options to purchase shares of WorldCom Common Stock\n(\"WorldCom Stock Options\") having the same terms and conditions as the AOL\nUnvested Stock Options including such terms and conditions as may be\nincorporated by reference into the agreements evidencing AOL Unvested Stock\nOptions pursuant to the AOL Stock Plans under which such AOL Unvested Stock\nOptions were granted, subject to adjustment as follows: (i) the Average Trading\nPrice for the AOL Common Stock shall be divided by the Average Trading Price for\nthe WorldCom Common Stock, and the result shall be the \"Adjustment Factor\"; (ii)\nthe exercise price applicable under each AOL Unvested Stock Option shall be\ndivided by the Adjustment Factor and (iii) the number of shares issuable upon\nexercise shall be multiplied by the Adjustment Factor. To the extent that any of\nthe AOL Unvested Stock Options were incentive stock options within the meaning\nof Section 422 of the Code, the WorldCom Stock Options shall also be incentive\nstock options pursuant to and to the extent permitted by Section 424(a) of the\nCode. WorldCom shall take all corporate action necessary to reserve for issuance\na sufficient number of shares of Common Stock of WorldCom for delivery upon the\nexercise of WorldCom Stock Options after the Effective Time. Promptly after the\nEffective Time, WorldCom shall file or cause to be filed all registration\nstatements on Form S-8 or other appropriate form as may be necessary in\nconnection with the purchase and sale of Common Stock of WorldCom contemplated\nby such WorldCom Stock Options subsequent to the Effective Time. AOL shall pay\nto WorldCom, through a reduction in the Cash Consideration, an amount equal to\n50% of the Option Value of such AOL Unvested Stock Options. \"Option Value\"\nmeans, for this purpose, the Average Trading Price for the WorldCom Common Stock\nminus the option exercise price under the WorldCom Stock Options.\n\n    (b) At the Effective Time, WorldCom shall cause the persons listed on\nSchedule 1.9 to receive, in exchange for the then-outstanding and unexercised\noptions to acquire ANS shares which are listed on such Schedule, options to\npurchase shares of WorldCom Common Stock (\"WorldCom (ANS) Stock Options\") in\nexchange for such unexercised options, having the terms specified on such\nSchedule and otherwise in accordance with the terms applicable to stock options\noffered to other WorldCom employees under the WorldCom, Inc. 1997 Stock Option\nPlan, subject to adjustment as follows: (i) the value of a share of ANS stock,\nwhich is agreed to be $41.6410, shall be divided by the Average Trading Price\nfor the WorldCom Common Stock, and the result shall be the \"Adjustment Factor\";\n(ii) the exercise price applicable under each ANS stock option shall be divided\nby the Adjustment Factor and (iii) the number of shares issuable upon exercise\nshall be multiplied by the Adjustment Factor.  To the extent that any such AOL\nstock options were incentive stock options within the meaning of Section 422 of\nthe Code, the WorldCom Stock Options shall also be incentive stock options\npursuant to and to the extent permitted by Section 424(a) of the Code.  WorldCom\nshall take all corporate action necessary to reserve for issuance a sufficient\nnumber of shares of Common Stock of WorldCom for delivery upon the exercise of\nWorldCom (ANS) Stock Options after the Effective Time.  Promptly after the\nEffective Time, WorldCom shall file or cause to be filed all registration\nstatements on Form S-8 or other appropriate form as may be necessary in\nconnection with the purchase and sale of \n\n                                       10\n\n \nCommon Stock of WorldCom contemplated by such WorldCom (ANS) Stock Options\nsubsequent to the Effective Time. In consideration for the issuance of such\nWorldCom (ANS) Stock Options, AOL shall pay to WorldCom, through a reduction in\nthe Cash Consideration, an amount equal to 25% of the Option Value of such\nWorldCom (ANS) Stock Options. \"Option Value\" means, for this purpose, the\nAverage Trading Price of the WorldCom Common Stock minus the option exercise\nprice under the WorldCom (ANS) Stock Options.\n\n     1.10 Treatment of CompuServe Options. AOL shall determine the extent to\nwhich, and the terms on which, it may make stock options available to employees\nof the CompuServe Online Services Business who are employed by AOL, whether in\nexchange for existing options issued by CompuServe or otherwise, and WorldCom\nshall have no liability in respect thereof. All severance and other obligations\nrelating to employees of the CompuServe Online Services Business (whether or not\nAOL chooses to offer them employment) shall be a part of the CompuServe\nLiabilities, subject to the provisions of Section 1.7.\n\n     1.11 Adjustment Based on Material Adverse Change. If, as of the Closing,\nthere shall have been a Material Adverse Change with respect to the CompuServe\nOnline Services Business, then WorldCom shall, or shall cause a WorldCom Entity\nto, pay to AOL or its designee(s), promptly following the Closing Date, an\namount sufficient to compensate it for the loss incurred by it resulting from\nsuch Material Adverse Change. For purposes of this Section 1.11, the loss\nincurred by AOL or its designee(s) shall be deemed to be the excess, if any, of\nthe value that the CompuServe Assets and the CompuServe Online Services Business\nwould have had as of the Closing Date over the value thereof after taking into\naccount such Material Adverse Change (and after taking into account, in each\ncase, any effect on the CompuServe Liabilities to be assumed by AOL or its\ndesignee or designees as provided herein). The determination of such value after\ntaking into account such Material Adverse Change shall take into account any\ndecrease in the overall value of the CompuServe Assets and the CompuServe Online\nServices Business resulting from such Material Adverse Change, but shall not\notherwise take into account any indirect or consequential damages. Such payment\nby WorldCom or a WorldCom Entity shall constitute the sole remedy of AOL and its\ndesignees in respect of the applicable Material Adverse Change referred to in\nthis Section 1.11.\n\n                                   ARTICLE II\n\n              ASSET TRANSFER; SETTLEMENT OF INTERCOMPANY ACCOUNTS\n\n     2.1 Transfer of Assets. AOL and ANS agree that, prior to the Closing, any\nANS Network Assets, including without limitation modems, owned by or in the\npossession of AOL or any AOL Entity (including shared Assets as shown on\nSchedule 2.1) will be transferred and contributed for no additional\nconsideration to ANS in accordance with the provisions of Section 1.6; provided,\nhowever, that such shared Assets shall not include (x) Assets held under any AOL\nemployee benefit plans, such as life insurance policies and deferred\ncompensation plans for the benefit of ANS or ANS Entity employees (provided AOL\nshall remain responsible for providing any payments or other benefits accrued,\nearned or vested thereunder as of the Closing), or (y) any other AOL insurance\npolicy (except, in the case of clauses (x) and (y), any pre-paid benefits or\ncoverage under insurance policies which inure to ANS or employees of ANS or any\nANS\n\n                                       11\n\n \nEntities and coverage with respect to such policies for accrued or past claims\nor losses). In connection with such transfers, AOL agrees to use all reasonable\nefforts to obtain any required consents, approvals or waivers. Subject to the\nprovisions of Section 7.2(b), to the extent that any such ANS Network Assets\nhave not been so contributed to ANS prior to or at the Closing, AOL shall, and\nshall cause the other AOL Entities to, use all reasonable efforts, including\nacting after the Closing and to the maximum extent permitted by law as ANS's\nagent, effectuate such transfer and contribution to ANS as soon as practicable\nafter the Closing for no additional consideration.\n\n     2.2 Intercompany Accounts. Immediately prior to the Closing, AOL and each\nAOL Entity shall pay all amounts they then owe to ANS or any ANS Entity\n(including all amounts owed to ANS pursuant to any Tax sharing agreement), and\nANS and each ANS Entity shall pay all amounts they then owe to AOL or any AOL\nEntity (with offsetting amounts to be offset so that only a single net payment\nshall be made between any two such parties). To the extent that any such amounts\nhave not been paid prior to or at the Closing, the obligor shall, as soon as\npracticable following the Closing, pay all such unpaid amounts together with\ninterest thereon, compounded daily, at the prime or base rate of interest\nannounced from time to time by NationsBank of Texas, N.A. Except as set forth on\nSchedule 2.2, there are no amounts owing from ANS or any ANS Entity to AOL or\nany AOL Entity, or from AOL or any AOL Entity to ANS or any ANS Entity. If ANS\nor an ANS Entity shall owe any such amounts to AOL or an AOL Entity at the\nClosing, WorldCom shall cause the necessary funds to be advanced to ANS or such\nANS Entity to provide for such repayment as provided in this Section.\n\n     2.3 Release of Claims. (a) Except as set forth in Schedule 2.3(a) or as\nprovided in Section 1.5 (including Exhibit C referred to therein), immediately\nprior to the Effective Time, AOL, for itself and on behalf of each of the AOL\nEntities, releases and forever discharges ANS from any and all claims, demands,\nproceedings, causes of action, orders, obligations, contracts, agreements,\ndebts, and liabilities whatsoever, that AOL or any AOL Entity now has, has ever\nhad, or may hereafter have against ANS arising prior to the Effective Time or on\naccount of or arising out of any matter, cause, or event occurring immediately\nprior to the Effective Time, including, but not limited to, any rights to\nindemnification, contribution or reimbursement from ANS, and whether or not\nrelating to claims pending prior to, on, or asserted after, the Effective Time.\nFurther, AOL and each of the AOL Entities, as of the Effective Time, irrevocably\ncovenants to refrain from, directly or indirectly, asserting any claim or\ndemand, or commencing, instituting, or causing to be commenced, any proceeding\nof any kind against ANS based upon any matter purported to be released hereby.\n\n     (b)  Effective as of the Effective Time, WorldCom, for itself and on behalf\nof each of the WorldCom Entities (including ANS after the Closing), releases and\nforever discharges AOL from any and all claims, demands, proceedings, causes of\naction, orders, obligations, contracts, agreements, debts, and liabilities\nwhatsoever, that WorldCom or any WorldCom Entity now has, has ever had, or may\nhereafter have against AOL arising prior to the Effective Time or on account of\nor arising out of any matter, cause, or event described on Schedule 2.3(b),\nexcept for any of the foregoing which is based on a Third Party Claim; provided,\nthat this paragraph shall not be deemed to limit or affect the rights  of\nWorldCom in respect of any Third Party Claim \n\n                                       12\n\n \npursuant to Section 5.2. Further, WorldCom and each of the WorldCom Entities, as\nof the Effective Time, irrevocably covenants to refrain from, directly or\nindirectly, asserting any claim or demand, or commencing, instituting, or\ncausing to be commenced, any proceeding of any kind against AOL based upon any\nmatter purported to be released hereby.\n\n                                  ARTICLE III\n\n              REPRESENTATIONS AND WARRANTIES REGARDING AOL AND ANS\n\n                  AOL and ANS, jointly and severally, hereby make the following\nrepresentations and warranties to WorldCom:\n\n                  3.1 Organization, Existence and Good Standing. AOL is a\ncorporation duly organized, validly existing and in good standing under the laws\nof the State of Delaware. ANS is a corporation duly organized, validly existing\nand in good standing under the laws of the State of Delaware. Each of ANS and\nthe ANS Entities is duly organized, validly existing and, to the extent such\nconcept is applicable under the laws of such jurisdiction, in good standing in\nits respective jurisdiction of organization. Each of ANS and the ANS Entities\nhas all necessary corporate power and authority to own, lease and operate its\nproperties and to conduct its business as currently conducted. Each of ANS and\nthe ANS Entities is duly qualified to do business as a foreign corporation and,\nto the extent such concept is applicable in such jurisdictions, is in good\nstanding in each jurisdiction in which the properties owned, leased or operated\nby it or the nature of the business conducted by it makes such qualification\nnecessary, except where the failure to be so duly qualified and in good standing\nwould not have a Material Adverse Effect. AOL has made available to WorldCom\ncomplete and correct copies of its, ANS's and each ANS Entity's Certificate of\nIncorporation (or equivalent charter document) and Bylaws, in each case as\namended to the date of this Agreement.\n\n     3.2 ANS Capital Stock Ownership of ANS Entities; Investments. ANS's\nauthorized and issued capital stock is as shown on Schedule 3.2(a). All shares\nshown on such Schedule as owned by AOL have been duly authorized and validly\nissued, are owned by and registered in the name of AOL, free and clear of all\nLiens and Other Encumbrances except as shown on Schedule 3.2(b) (all of which\nLiens or Other Encumbrances shown on such Schedule shall be released and\ndischarged at or prior to the Closing), and are fully paid and non-assessable.\nOther than the rights created pursuant to this Agreement and except as shown on\nSchedule 3.2(c), there are no options, warrants, debt securities or other\nagreements, instruments or securities outstanding which are convertible into, or\nwhich grant the holder thereof or any other person the right to acquire, any\nsecurities of ANS.\n\n     3.3 Ownership of ANS Entities' Capital Stock; Investments. (a) ANS owns\n(directly or through one or more ANS Entities as set forth on Schedule\n                                                              --------\n3.3(a)(i), beneficially and (except for de minimis numbers of shares held\n---------\nby nominees as required by the laws of certain foreign jurisdictions) of record,\nthe issued and outstanding shares of capital stock or other securities of or\ninterests in the ANS Entities as set forth on Schedule 3.3(a)(i), all of which\n                                              ------------------\nshares or other securities or interests are duly authorized, validly issued and\noutstanding, fully paid and non-\n\n                                       13\n\n \nassessable, and free and clear of all Liens or Other Encumbrances except as\nshown on Schedule 3.3(a)(ii) (all of which Liens or Other Encumbrances shown on\nsuch Schedule shall be released and discharged at or prior to the Closing). As\nof the date of this Agreement, except as set forth on Schedule 3.3(a)(ii), there\n                                                      -------------------\nare no preemptive rights, options, warrants or similar rights granted by ANS or\nany ANS Entity in respect of shares of capital stock or other securities of or\ninterests in the ANS Entities or any agreements to which ANS or any ANS Entity\nis a party providing for the issuance or sale by ANS or any ANS Entity of\ncapital stock or other securities of or interests in any ANS Entity. Except as\nset forth on Schedule 3.3(a)(iii), there are no outstanding debt securities,\nagreements or interests of any ANS Entity, or, other instruments issued by or to\nwhich ANS, or any ANS Entity or, to the knowledge of AOL or ANS, any other\nPerson is a party, entitling the holders thereof or parties thereto to vote or\nto direct or otherwise restrict the vote of the holders of the capital stock or\nother securities of or interests in any ANS Entity or which are convertible into\nor exchangeable for capital stock or other securities of or interests in any ANS\nEntity. Except as set forth on Schedule 3.3(a)(iii), no capital stock or other\nsecurities of or interests in any ANS Entity are reserved for issuance under any\nstock plans or otherwise, and there is no liability for or obligations with\nrespect to any dividends, distributions or similar participation rights declared\nor accumulated but unpaid with respect to any securities of or interests in any\nANS Entity.\n\n     (b) Except for the ANS Entities or as set forth on Schedule 3.3(b),\n                                                        --------------- \nANS and the ANS Entities do not own, beneficially or otherwise, any shares of\ncapital stock or other securities of or any direct or indirect interest of any\nnature in, any other corporation, partnership, limited liability company, joint\nventure or other entity.\n\n     3.4  Power and Authority; Non-Contravention; Filings and Consents.\n\n     (a) Each of the Selling Entities has full corporate power and authority to\nexecute, deliver and perform its obligations under this Agreement and all other\nagreements and documents executed and delivered, or to be executed and\ndelivered, by it pursuant to this Agreement.  Each of the Selling Entities has\ntaken all action required by its respective Certificate of Incorporation and\nBylaws to authorize the execution, delivery and performance of this Agreement\nand all other agreements and documents executed and delivered, or to be executed\nand delivered, by it pursuant to this Agreement and the consummation of the\ntransactions contemplated hereby and thereby, and the approval of the\nstockholders of AOL is not required in connection therewith. The execution and\ndelivery of this Agreement by the Selling Entities do not and (except for\nconsents and waivers listed on Schedule 3.4(a), all of which will be received\nprior to the Closing) the consummation of the transactions contemplated by this\nAgreement by the Selling Entities will not (i) conflict with or violate any\nprovisions of their respective Certificates of Incorporation or Bylaws, or (ii)\nconstitute a breach of or default under or result in the creation of any lien,\ncharge or other encumbrance or Tax on or against any assets, rights or property\nof AOL, ANS or any ANS Entity or give rise, with or without notice or lapse of\ntime, to any third-party right of termination, cancellation, material\nmodification or acceleration (other than under any AOL or ANS stock plan or\nagreement described on Schedule 3.11) under any note, bond, mortgage, pledge,\nlien, lease, agreement, license, commitment or instrument applicable to AOL, ANS\nor any ANS Entity or to which AOL, ANS or any ANS Entity is a party \n\n                                       14\n\n \nor by which AOL, ANS or any ANS Entity is bound, or conflict with or violate any\nrestrictions of any kind to which any of them is subject, which breach, default,\nlien, charge, encumbrance, Tax, termination, cancellation, modification or\nacceleration would have a Material Adverse Effect or which would prevent or\nmaterially delay the consummation of the transactions contemplated by this\nAgreement or otherwise prevent the Selling Entities from performing their\nrespective obligations hereunder in any material respect, or (iii) subject to\nobtaining the consents, approvals, orders, authorizations and registrations and\nmaking the filings described in Section 3.4(b) below, violate any law, order,\nwrit, judgment, award, statute, rule, regulation or decree of any Governmental\nEntity or arbitrator, which, if violated, would have a Material Adverse Effect\nor which would prevent or materially delay the consummation of the transactions\ncontemplated by this Agreement or otherwise prevent either of the Selling\nEntities from performing their respective obligations hereunder in any material\nrespect. The execution and delivery of this Agreement have been approved by the\nBoard of Directors of each of the Selling Entities. This Agreement has been duly\nexecuted and delivered by each of the Selling Entities and, assuming this\nAgreement constitutes a valid and binding obligation of WorldCom, enforceable\nagainst it in accordance with its terms, constitutes a valid and binding\nobligation of each of the Selling Entities, enforceable against each of the\nSelling Entities in accordance with its terms.\n\n     (b) No consent, approval, order or authorization of, or registration,\ndeclaration or filing with, any Governmental Entity is required to be obtained,\nmade or filed by the Selling Entities or any AOL Entity in connection with the\nexecution and delivery of this Agreement by the Selling Entities or the\nconsummation by the Selling Entities of the transactions contemplated by this\nAgreement, except for (i) the filing of a pre-merger notification and report\nform by AOL under the HSR Act, (ii) filings with and, where required, approval\nby one or more non-U.S. competition or antitrust regulatory bodies, (iii) the\nfiling with the SEC of such reports under the Exchange Act as may be required in\nconnection with this Agreement and the transactions contemplated by this\nAgreement, and (iv) such consents, approvals, orders, authorizations,\nregistrations, declarations, or filings the failure of which to be obtained,\nmade or filed would not, (A) impair in any material respect the ability of\neither of the Selling Entities to perform its obligations hereunder, (B) prevent\nor impede, in any material respect, the consummation of the transactions\ncontemplated by this Agreement, or (C) have a Material Adverse Effect.\n\n     3.5 Financial Information. Attached hereto as Schedule 3.5 are true,\ncomplete and correct copies of (i) the unaudited consolidated balance sheet of\nANS as of June 30, 1997 (the \"Balance Sheet\") and the related statements of\nincome and cash flows (or the equivalent) for the fiscal year then ended\n(collectively, the \"Financial Statements\") and (ii) the unaudited consolidated\nbalance sheet of ANS as of June 30, 1996 and the related statements of income\nand cash flows (or the equivalent) for the fiscal year ended June 30, 1996\n(together with the Financial Statements, the \"ANS Financial Statements\"). Each\nof the ANS Financial Statements (including in all cases the notes thereto, if\nany) presents fairly in all material respects the financial position, results of\noperations and cash flows of ANS, including all applicable ANS Entities and the\nANS Network Services Business as of the times and for the periods referred to\ntherein, and such ANS Financial Statements (including all reserves included\ntherein) have been prepared in accordance with GAAP, consistently applied.\n\n                                       15\n\n \n     3.6 Subsequent Events. Except as set forth on Schedule 3.6, neither ANS nor\nany ANS Entity has, from the date of the Balance Sheet to the date hereof:\n\n     (a) Suffered any Material Adverse Change;\n\n     (b) Discharged or satisfied any Material lien or encumbrance, or paid,\nsatisfied or incurred any Material obligation or liability (absolute, accrued,\ncontingent or otherwise) other than (i) liabilities shown or reflected on the\nBalance Sheet or (ii) liabilities incurred since the date of the Balance Sheet\nin the ordinary course of business, the discharge, satisfaction or incurrence of\nwhich would not have a Material Adverse Effect;\n\n     (c) Increased or established any reserve for Taxes or any other liability\non its books or otherwise provided therefor which, if paid in full, would have a\nMaterial Adverse Effect;\n\n     (d) Mortgaged, pledged or subjected to any lien, charge or other\nencumbrance, any of the assets, tangible or intangible, which are Material to\nthe business, operations, properties, assets, liabilities or condition\n(financial or otherwise) or prospects of ANS, the ANS Entities or the ANS\nNetwork Services Business;\n\n     (e) Sold or transferred any of the ANS Network Assets Material to ANS or\nthe ANS Network Services Business other than in the ordinary course of business\nand consistent with past practice, or canceled any debts or claims or waived any\nrights Material to ANS, the ANS Entities or the ANS Network Services Business;\n\n     (f) Granted any general or uniform increase in the rates of pay of\nemployees or any increase in compensation payable or to become payable to any\ndirector, officer or employee, consultant or agent of ANS, the ANS Entities or\nthe ANS Network Services Business (other than increases in the ordinary course\nconsistent with past practice), or by means of any bonus or pension plan, or\nsimilar contract or agreement, increased the compensation of any director,\nofficer or employee agent (other than increases in the ordinary course\nconsistent with past practice);\n\n     (g) Except for this Agreement and any other agreement executed and\ndelivered pursuant to this Agreement, entered into any Material transaction\nother than in the ordinary course of business or expressly permitted under other\nprovisions hereof;\n\n     (h) Made any capital commitment which, when added to all other capital\ncommitments made on behalf of ANS, the ANS Entities or the ANS Network Services\nBusiness since the date of the Balance Sheet, exceeds $25,000,000 in the\naggregate;\n\n     (i) Taken any action to (i) amend its Certificate of Incorporation or\nBylaws; (ii) declare, set aside or pay any dividend or other distribution with\nrespect to capital stock payable in cash, stock, securities or property other\nthan dividends paid by AOL's wholly owned subsidiaries to AOL or another of\nAOL's wholly owned subsidiaries; or (iii) except as shown on Schedule 3.6(i),\nissue, sell, transfer, pledge, dispose of or encumber, or redeem, purchase or\n\n                                       16\n\n \notherwise acquire, directly or indirectly, any shares of, or securities\nconvertible into or exchangeable for, or options, warrants, calls, commitments\nor rights of any kind to acquire, any shares of capital stock of any class of\nANS or any ANS Entity;\n\n     (j) Adopted a plan of complete or partial liquidation, dissolution,\nmerger, consolidation, restructuring, recapitalization or other reorganization\nof ANS;\n\n     (k) Changed in any material respect its Tax or accounting methods,\nprinciples or practices (including any changes in depreciation or amortization\npolicies or rates or any changes in any assumptions underlying any method of\ncalculating reserves), other than as required by a change in GAAP or other\napplicable law; or\n\n     (l) Entered into any agreement, contract, commitment or arrangement to\ntake any of the actions contemplated in the foregoing clauses (b) through (k),\nor authorized, recommended, proposed or announced an intention to take any such\naction.\n\n     3.7 Legal Proceedings. Except as listed on Schedule 3.7, there is no suit,\nclaim, proceeding or investigation pending, or to the knowledge of either\nSelling Entity, threatened against ANS, any of the ANS Entities or the ANS\nNetwork Services Business or affecting the consummation of the transactions\ncontemplated by this Agreement which, if resolved adversely to ANS, any of the\nANS Entities or the ANS Network Services Business, would have a Material Adverse\nEffect or which could prevent or materially delay the consummation of the\ntransactions contemplated by this Agreement. There are no Material judgments,\ndecrees, injunctions or orders of any Governmental Entity or arbitrator against\nANS or any of the ANS Entities or the ANS Network Services Business.\n\n     3.8  Contracts\n\n     (a) The Selling Entities have made available to WorldCom true and complete\ncopies of all outstanding Contracts Material to ANS. Except as otherwise\ndisclosed on Schedule 3.8(a), all of such Contracts are valid, binding and\nenforceable in accordance with their terms (assuming the other parties thereto\nare bound, as to which no Selling Entity has any reasonable basis to believe\notherwise) and in full force and effect, except where any such invalidity or\nfailure to be binding, enforceable or in full force and effect would not have a\nMaterial Adverse Effect.  Except as otherwise indicated on Schedule 3.8(a), none\nof AOL, ANS or any ANS Entity is, and to the knowledge of AOL, no other party to\nsuch Contracts is in default thereunder, and no event has occurred which, with\nor without the lapse of time or the giving of notice or both, would constitute a\ndefault thereunder, except in each case for defaults as would not have,\nindividually or in the aggregate, a Material Adverse Effect.\n\n     (b) Except as set forth on Schedule 3.8(b) and except for Contracts which\nmay be canceled by AOL, ANS or any ANS Entity within 30 days without penalty,\nthere are no Contracts to which ANS is a party or by which ANS or any ANS Entity\nis bound that: (i) contain change of control or anti-assignment provisions\ngranting to another party or other parties thereto the right to terminate such\nagreements or take other action adverse to ANS or any ANS Entity \n\n                                       17\n\n \nupon or following the transactions contemplated by this Agreement, which\ntermination or adverse action would have a Material Adverse Effect; or (ii)\npurport to limit ANS or any ANS Entity from providing any service in any\njurisdiction, whether under the ANS name, any ANS Entity name or WorldCom name\nor otherwise (except under the name of AOL or any AOL Entity), or grant any\nexclusive geographic, segment or other rights to any third-party, except where\nthe existence of which limitation or grant would not, after the Closing, have a\nMaterial Adverse Effect.\n\n     (c) The Selling Entities have made available to WorldCom true and complete\ncopies of all agreements to which ANS or any ANS Entity is a party which are\nmaterial to the relationship of ANS or any ANS Entity with international\ndistributors, including those certain license and distributorship agreements\nwith international distributors into which the ANS or an ANS Entity or, to the\nknowledge of AOL, any licensees thereof have entered (collectively, the\n\"International Distribution Agreements\").  Each International Distribution\nAgreement is valid, binding and enforceable in accordance with its terms\n(assuming the other parties thereto are bound, as to which no Selling Entity has\nany reasonable basis to believe otherwise) and in full force and effect, except\nwhere any such invalidity or failure to be binding, enforceable or in full force\nand effect would not have  a Material Adverse Effect.  Except as set forth on\nSchedule 3.8(c), to the knowledge of AOL, no party to any International\nDistribution Agreement is in material violation of the terms and provisions of\nany such agreement, except for violations which would not have a Material\nAdverse Effect.\n\n     (d) The Selling Entities and ANS Entities have made available to WorldCom\ntrue and complete copies of the 10 largest (based upon annualized revenue as\nestimated by AOL or ANS) contracts and agreements with customers of the network\nservices business of the ANS Network Services Business, which are identified on\nSchedule 3.8(d). To the knowledge of AOL, each Network Services Agreement is\nvalid, binding and enforceable in accordance with its terms (assuming the other\nparties thereto are bound, as to which AOL has no reasonable basis to believe\notherwise) and in full force and effect, except where any such invalidity or\nfailure to be binding, enforceable or in full force and effect would not have a\nMaterial Adverse Effect.  To the knowledge of AOL, and except as set forth in\nSchedule 3.8(d), no party to any such Network Services Agreement is in violation\nof the terms and provisions thereof, except for violations which would not have\na Material Adverse Effect.\n\n     (e) Schedule 3.8(e) contains a list of each contract between ANS or any\nother ANS Entity and a Governmental Entity which is to be performed by or\nthrough ANS or an ANS Entity and which accounted for at least 3% of the network\nservices revenues during the 12-month period ended June 30, 1997 (the\n\"Government Contracts\"), true and complete copies of which have been made\navailable to WorldCom.  To the knowledge of AOL, all Government Contracts have\nbeen legally awarded and are binding on the parties thereto and are not\ncurrently the subject of protest proceedings, except as would not have a\nMaterial Adverse Effect.\n\n     (f) Except as set forth on Schedule 3.8(f) and except as would not result\nin a Material Adverse Effect, no notice, consent, waiver or approval is\ncontemplated by or required to or from any party to the contracts, intellectual\nproperty licenses, leases, agreements and arrangements \n\n                                       18\n\n \nlisted on Schedules 3.8(a) through 3.8(e) in connection with the execution and\ndelivery of this Agreement or the consummation of the transaction contemplated\nhereby, except any such as would not materially delay or impede such\nconsummation.\n\n     3.9 Accounts Receivable. Since the date of the Balance Sheet, neither AOL\nnor ANS nor any other ANS Entity has materially changed any principle or\npractice with respect to the recordation of accounts receivable of ANS, any ANS\nEntity or the ANS Network Services Business or the calculation of reserves\ntherefor, or any material collection, discount or write-off policy or procedure\nrelated thereto, except as required by GAAP or statutory accounting principles.\n\n     3.10  Taxes.  Except as disclosed in Schedule 3.10:\n\n     (a) All federal, state, local and foreign Tax Returns required to be filed\nby or on behalf of each of ANS and the ANS Entities have been timely filed or\nrequests for extension have been timely filed and any such extension has been\ngranted and has not expired, and all such filed Tax Returns are accurate and\ncomplete in all material respects, except for such failures to timely file,\nrequest extension or be complete and accurate as would not, individually or in\nthe aggregate, have a Material Adverse Effect;\n\n     (b) All Taxes required to be paid (including all required estimated Tax\npayments and with respect to Taxes required to be withheld) by each of ANS and\nthe ANS Entities have been paid in full or adequately reserved in accordance\nwith GAAP on the ANS Financial Statements, other than any failure to pay or\nreserve for as would not have a Material Adverse Effect;\n\n     (c) As of the date hereof, there is no outstanding Tax audit, inquiry or\nassessments (and no written notice of any such audit or inquiry has been\nreceived) with respect to ANS or any other ANS Entity that would have a Material\nAdverse Effect;\n\n     (d) There are no waivers of the statute of limitations for the assessment\nor payment of any Tax by ANS or any ANS Entity that would be Material to ANS or\nany ANS Entity;\n\n     (e) Neither ANS nor any ANS Entity has made any payment(s) since January 1,\n1995, is obligated to make any payment(s) or is a party to any agreement that\ncould obligate it to make any payment(s) after the Closing that would not be\ndeductible under Code Section 280G or would constitute compensation in excess of\nthe limitation set forth in Code Section 162(m);\n\n     (f) Neither ANS nor any ANS Entity has executed or entered into any closing\nagreement under Code Section 7121 (or any similar provision of state, local or\nforeign law) or has agreed to make any adjustment to its income or deductions\npursuant to Code Section 481(a) (or similar provision of state, local or foreign\nlaw), in either case that could affect its Tax liability after the Closing Date\nto any material extent;\n\n     (g) Except as disclosed in Schedule 3.10(g), neither ANS nor any ANS Entity\nis a party to a tax sharing, tax indemnity or similar agreement (whether or not\nin writing);\n\n                                       19\n\n \n     (h) There are no Material Liens or Other Encumbrances with respect to Taxes\nupon any of the assets or properties of ANS or any of the ANS Entities, other\nthan with respect to Taxes not yet due and payable;\n\n     (i) Neither ANS nor any ANS Entity has been a member of an affiliated group\n(within the meaning of the Code) filing a consolidated federal income Tax Return\nother than a group the common parent of which is AOL; and\n\n     (j) ANS is and will be as of the Closing Date a member of AOL's selling\nconsolidated group as defined in Treasury Regulation 1.338(h)(10)-1(c)(3) and\nupon making a Section 338(h)(10) election will be a Section 338(h)(10) target\nwithin the meaning of Treasury Regulation 1.338(h)(10)-1(c)(1).\n\n     3.11  Employee Benefit Plans; Employment Matters.\n\n     (a)  Except as set forth on Schedule 3.11(a), and except as would not\nhave a Material Adverse Effect, neither AOL, nor ANS nor any ANS Entity has\nestablished or maintains or is obligated to make contributions to or under or\notherwise participates in with respect to any current or former employee or\ndirector of ANS or any ANS Entity:  (i) any stock option, restricted stock,\nstock appreciation rights, bonus or other type of incentive compensation plan,\nprogram, agreement or arrangement; (ii) any severance, pension, profit-sharing,\nthrift or savings, retirement, deferred compensation, employee stock ownership,\nemployee stock purchase or supplemental executive retirement plan, agreement or\narrangement, including, but not limited to, those described in Section 3(2) of\nthe Employee Retirement Income Security Act of 1974, as amended (\"ERISA\"); or\n(iii) any life insurance, death benefit, health and hospitalization, disability,\ncafeteria or Section 125, employee assistance, education or tuition assistance,\nvacation benefit or fringe benefit plan, or other employee benefit plan,\nprogram, agreement or arrangement, including, but not limited to, those\ndescribed in Section 3(1) of ERISA.  Except as disclosed on Schedule 3.11(a),\nall such plans listed on Schedule 3.11(a) in which United States-based employees\nparticipate (collectively, the \"ANS Benefit Plans\") have been operated and\nadministered in all material respects in accordance with all applicable laws,\nrules and regulations, including, but not limited to ERISA, the Code, and the\nConsolidated Omnibus Budget Reconciliation Act of 1985, as amended (and any\nsimilar statute of a state or other jurisdiction, domestic or foreign, if\napplicable).  With respect to each ANS Benefit Plan, AOL and ANS have made\navailable to WorldCom the following (to the extent they exist with respect to\nsuch ANS Benefit Plan):  (i) the document(s) governing such plan, including, if\napplicable, the plan document, the trust agreement, any insurance contract,\nadministrative services agreement, investment manager agreement, and any\namendments thereto; (ii) the two most recent annual reports of such plan on the\nappropriate IRS Form 5500-series form; (iii) the financial statements of the\nplan for the two most recent plan years, and if applicable, actuarial valuation\nor other actuarial reports for the plan for the two most recent plan years; (iv)\nthe most recent summary plan description for the plan and any subsequent summary\nof material modifications; (v) the most recent ruling letter with respect to the\ntax-exempt status of any voluntary employee's beneficiary association under\nSection 501(c)(9) of the Code which is implementing such plan; and (vi) for each\n\n                                       20\n\n \nplan that is intended to be qualified under Section 401(a) of the Code, a copy\nof the most recent IRS determination or opinion letter.  Except as disclosed on\nSchedule 3.11(a), and except as would not have a Material Adverse Effect, no act\nor failure to act by AOL, ANS or any other AOL Entity (i) has resulted in a\n\"prohibited transaction\" (as defined in ERISA) with respect to the ANS Benefit\nPlans that is not subject to a statutory or regulatory exception; or (ii) has\nresulted or could reasonably be expected to result in the imposition of any Tax,\npenalty or other liability in any material amount on ANS or any ANS Entity\npursuant to any provision of the Code or ERISA or any other applicable law.  No\nANS Benefit Plan is subject to Title IV of ERISA; and no circumstance exists or\nwill exist as a result of the consummation of the transactions contemplated by\nthis Agreement that could result in the existence of a lien on the property of\nAOL, ANS or any AOL Entity under the provisions of Title IV of ERISA (other than\none or more liens that are disclosed in Schedule 3.11(a) or would not have a\nMaterial Adverse Effect).  Neither AOL, ANS nor any AOL Entity has previously\nmade, is currently making, or is obligated in any way to make, any contributions\nto any multi-employer plan within the meaning of Section 3(37) of ERISA in which\nANS employees participate. AOL, ANS and each AOL Entity has made all\ncontributions or payments required under the terms of or in connection with all\nANS Benefit Plans or has properly reserved for such amounts on the Balance Sheet\nexcept for amounts that would not be material.  Except as disclosed on Schedule\n3.11(a) no ANS Benefit Plan provides health and hospitalization or other medical\nor life insurance benefits to terminated or retired employees or agents (other\nthan benefits mandated by applicable law).  Neither AOL, ANS nor any other AOL\nEntity has, with respect to any ANS employees, any obligation or commitment\n(formal or informal) to create any new benefit plan or program in which\nemployees of ANS or any ANS Entities may participate, or to amend any existing\nANS Benefit Plan to increase the benefits thereunder.  AOL, ANS and each AOL\nEntity is in compliance with all requirements applicable to any retirement or\nother employee benefit plan maintained for its non-United States ANS employees\nother than any failures to comply that would not individually or in the\naggregate have a Material Adverse Effect, and there is no material unfunded\nliability with respect to any such plan which is not properly reflected in or\nreserved for in the Balance Sheet.\n\n     (b) Except as set forth on Schedule 3.11(b) or Schedule 5.13, neither\nAOL, ANS nor any AOL Entity is a party to any oral or written (i) union, guild\nor collective bargaining agreement which covers its employees in the United\nStates (nor is AOL or AOL aware of any union organizing activity currently being\nconducted in respect to any of AOL's, ANS's or any ANS Entity's employees), (ii)\nagreement with any officer or employee the material benefits of which are\ncontingent, or the terms of which are materially altered, upon the occurrence of\na transaction of the nature contemplated by this Agreement or which provides for\nany payment or payments (including any severance, unemployment compensation,\ngolden parachute, bonus or otherwise) of more than an aggregate of $1,000,000\nfor all such officers and employees upon such occurrence, or (iii) agreement or\nplan, including any stock option plan, stock appreciation rights plan,\nrestricted stock plan or stock purchase plan, any of the benefits of which will\nbe increased, or with respect to vesting, will be accelerated, by the occurrence\nof any of the transactions contemplated by this Agreement, to the extent that\nany of the matters referred to in this paragraph (b) would affect ANS or any of\nthe ANS Entities.\n\n                                       21\n\n \n     (c) None of the companies with which ANS is a member of a \"controlled\ngroup\" within the meaning of Section 1563(a) of the Code nor any administrator\nor fiduciary of any employee benefit plan adopted by a member of such controlled\ngroup (or any agent of any of the foregoing) has engaged in any transaction or\nacted or failed to act in a manner which is reasonably likely to subject\nWorldCom to any material liability (to individuals, the IRS, the Pension Benefit\nGuaranty Corporation, or any other party) for breach of fiduciary duties,\naccumulated funding deficiencies, termination or other liability under ERISA,\nthe Code, or any other applicable laws.\n\n     (d) Each ANS Benefit Plan to which ANS is a party, other than the ANS\nstock option plan, as it may apply to the participation of the ANS Employees,\nmay be amended or terminated by ANS or WorldCom on or at any time after the\nClosing Date.\n\n     3.12  Compliance with Laws; Permits.\n\n     (a) Except as disclosed on Schedule 3.12, neither ANS nor any ANS Entity\n(acting in connection with the ANS Network Services Business) has violated,\nfailed to comply with or acted or failed to act in any material respect so as to\nincur liability under any federal, state, local or foreign law, regulation or\nordinance, judgment, decree or order relating to its business, operations,\nproperties or Assets, including the Occupational Safety and Health Act, the\nAmericans with Disabilities Act, export control laws, and any Environmental\nLaws, except where a violation, action or failure to act would not have, a\nMaterial Adverse Effect, and no notice from any Governmental Entity of any\npending investigation or violation by ANS or any ANS Entity of, non-compliance\nby ANS or any ANS Entity with or alleged liability of ANS or any ANS Entity\nunder, any such law, regulation, ordinance, judgment, decree or order has been\nreceived by AOL, ANS or any ANS Entity, which, if it were determined that a\nviolation had occurred, would have a Material Adverse Effect.\n\n     (b) ANS and each ANS Entity possesses all Material Governmental\nAuthorizations necessary to enable it to conduct its business, including the ANS\nNetwork Services Business, as presently conducted, except for those Governmental\nAuthorizations the failure to possess which would not have a Material Adverse\nEffect.  All such Governmental Authorizations are valid and in full force and\neffect, except for those authorizations the failure of which to be valid and in\nfull force and effect would not have a Material Adverse Effect.  ANS and each\nANS Entity is, and at all times since May 1, 1995 has been, in compliance with\nthe terms and requirements of each such Governmental Authorization, except where\nthe failure to be so in compliance would not have a Material Adverse Effect.\nSince May 1, 1995, neither AOL nor ANS nor any ANS Entity has received any\nnotice or other communication from any Governmental Entity asserting (a) any\nviolation of or failure of ANS or any ANS Entity to comply with any term or\nrequirement of any Governmental Authorization, or (b) any revocation,\nwithdrawal, suspension, cancellation, termination or modification of any\nGovernmental Authorization held by ANS nor any ANS Entity, except where any such\nviolation, failure to comply, revocation, withdrawal, suspension, cancellation,\ntermination or modification would not have a Material Adverse Effect.\n\n                                       22\n\n \n     3.13  Patents, Trademarks, Etc.\n\n     (a) Except as disclosed on Schedule 3.13 hereto, ANS and the ANS Entities\nown, or will own prior to the Closing, free and clear of all Liens or Other\nEncumbrances, or have, or will have prior to the Closing, the right to use,\nsell, license or dispose of or otherwise has rights to use, such patents,\ncopyrights, trademarks, service marks, and applications and registrations\ntherefor, and trade names, trade secrets, customer lists, proprietary technology\nprocesses and formulae, source code, object code, know-how, inventions, other\nconfidential and proprietary information, and other intellectual property rights\nas are necessary to permit ANS and the ANS Entities to carry on the ANS Network\nServices Business as currently conducted, except for failures to own free and\nclear, license to use or otherwise have sufficient rights to use as would not\nhave a Material Adverse Effect (the \"ANS Rights\"). Schedule 3.13 sets forth all\nregistered patents, copyrights, trademarks and service marks included in the ANS\nRights, all of which are in full force and effect and are not subject to any\nTaxes or maintenance fees, except as set forth on Schedule 3.13 or except where\nthe failure to be in full force or effect or to be so subject would not have a\nMaterial Adverse Effect. Except as set forth on Schedule 3.13, neither AOL nor\nany of the AOL Entities has licensed or granted to anyone the right to use the\nname \"ANS\" or any other name associated with or used by AOL or any of the AOL\nEntities in connection with the ANS Network Services Business. Except as set\nforth on Schedule 3.13, none of AOL, ANS or any of the AOL Entities (i) has\nlicensed or granted to anyone rights of any nature to use any ANS Rights that\nwould limit the exercise of such ANS Rights by ANS or any ANS Entity against\nsuch licensee or grantee if such licensee or grantee were to use the property\nprotected by such ANS Rights in competition with ANS or any ANS Entity or that\nwould limit or prevent ANS or any ANS Entity from using, selling, licensing or\ndisposing of ANS Rights in any market or geographic region, including in direct\ncompetition with any licensee of such ANS Rights in such geographic region; (ii)\nis obligated or pays royalties, fees or other payments to anyone for use of any\nsingle ANS Right exceeding $2,000,000 in the aggregate; and (iii) has received\nnotice from any third party or otherwise has knowledge that any of ANS Rights or\nany services or products marketed or sold by ANS or any AOL Entity in connection\nwith the ANS Network Services Business violates any intellectual property right\nof a third party, except for such violations as would not have a Material\nAdverse Effect. To the knowledge of either Selling Entity, there exists no\ninfringement by any third party of any ANS Rights that would have a Material\nAdverse Effect and there is no pending or, to the knowledge of either Selling\nEntity, threatened claim or litigation against AOL, ANS or any AOL Entity\ncontesting its use of any of ANS Rights, asserting the misuse of any of ANS\nRights, or asserting the infringement or other violation of any rights of a\nthird party, nor, to the knowledge of either Selling Entity is there any\nreasonable basis for any such claim, where, in any such case, individually or in\nthe aggregate, such infringement, claim or litigation would have a Material\nAdverse Effect.\n\n     (b) All copyrightable works, inventions and know-how conceived by employees\nor, to AOL's knowledge, independent contractors of AOL, ANS or AOL Entity within\nthe scope of their employment or retention, as the case may be, and related to\nthe ANS Network Services Business were and are \"works for hire,\" or if they were\nor are not, then all right, title, and interest therein were transferred and\nassigned to, or vested in, ANS or an AOL Entity, except where the \n\n                                       23\n\n \nfailure to be \"works for hire\" or to have been so transferred assigned or vested\nwould not have a Material Adverse Effect.\n\n     (c) Except as set forth on Schedule 3.13, the consummation of the\ntransactions contemplated by this Agreement will not alter, impair or extinguish\nany of the ANS Rights, the alteration, impairment or extinguishing of which\nwould have a Material Adverse Effect.  Following the consummation of the\ntransactions contemplated hereby, ANS and each ANS Entity will own, free and\nclear of all Liens or Other Encumbrances, or have the exclusive right to use,\nsell, license or dispose of or otherwise will have sufficient rights to use, ANS\nRights, except for failures to own free and clear, license to use or otherwise\nhave sufficient rights to use as would not have a Material Adverse Effect.\n\n     3.14 No Assets Held by AOL or AOL Entities. Except as set forth on Schedule\n3.14, except for ANS Excluded Assets and except for assets held by AOL Entities\nwhich are to be used by such entities pursuant to the Transition Services\nAgreement in accordance with the terms thereof (none of which is Material to ANS\nor the ANS Entities, including the ANS Network Services Business), immediately\nafter the Closing, (a) neither AOL nor any AOL Entity will hold or possess any\nassets or rights (including contractual rights, patents, copyrights, trademarks,\nservice marks, and applications and registrations therefor, and trade names,\ntrade secrets, customer lists, proprietary technology processes and formulae,\nsource code, object code, know-how, inventions, other confidential and\nproprietary information, and other intellectual property rights, but excluding\nthe technical knowledge, expertise and other know-how developed by AOL and the\nAOL Entities in the course of their business prior to the Closing) principally\nused in or necessary for the business of ANS or the ANS Entities, including the\nANS Network Services Business (all of which, prior to the Closing, will be\ntransferred and contributed to ANS in accordance with Section 2.1), and (b)\nexcept as expressly provided herein, neither AOL nor any AOL Entity will be a\nparty to any contract, intellectual property license, lease, agreement or other\nbinding arrangement (including any intercompany contract, arrangement or\nagreement with ANS or an ANS Entity) necessary to the business of ANS or an ANS\nEntity.\n\n     3.15 Labor Matters. Neither ANS nor any ANS Entity nor AOL (in connection\nwith the ANS Network Services Business) is the subject of any proceeding (a)\nasserting that AOL, ANS or any ANS Entity has committed an unfair labor practice\nor (b) seeking to compel AOL, ANS or any ANS Entity to bargain with a labor\nunion or labor organization, and there are no pending or, to the knowledge of\neither Selling Entity, threatened, nor has there been for the past five years\nany, labor strike, dispute, walkout, work stoppage, slow-down or lockout\ninvolving ANS or any ANS Entity or (in connection with the ANS Network Services\nBusiness) any AOL Entity, except in each case as would not have a Material\nAdverse Effect.\n\n     3.16 Insurance. AOL and\/or ANS and\/or each ANS Entity has obtained and\nmaintains in full force and effect insurance with responsible and reputable\ninsurance companies or associations in such amounts, on such terms and covering\nsuch risks, including fire and other risks insured against by extended coverage,\nas is reasonably deemed necessary by AOL, and has maintained in full force and\neffect public liability insurance, insurance against claims for personal injury\nor death or property damage occurring in connection with the activities of ANS\n\n                                       24\n\n \nand each ANS Entity and the ANS Network Services Business or any properties\nowned, occupied or controlled by ANS or AOL or any ANS Entity (in connection\nwith the conduct of the ANS Network Services Business), except for failures to\nobtain or maintain as would not have a Material Adverse Effect.\n\n     3.17 Commissions and Fees. There are no valid claims for brokerage\ncommissions, investment bankers' fees or finder's or similar fees in connection\nwith the transactions contemplated by this Agreement which may be now or\nhereafter asserted against WorldCom or ANS or any ANS Entity resulting from any\naction taken by AOL, ANS, any ANS Entity or their stockholders, directors,\nofficers, employees or agents.\n\n     3.18 Real Property. ANS and the ANS Entities own no real estate except as\nshown on Schedule 3.18. The real estate occupied by ANS and the ANS Entities is\nheld under leases, which ANS lease obligations are guaranteed by AOL, each as\ndescribed on such Schedule, each of which is in full force and effect in\naccordance with its terms, and each of AOL, ANS and the ANS Entities are in\ncompliance in all material respects with their respective obligations\nthereunder.\n\n                                   ARTICLE IV\n\n               REPRESENTATIONS AND WARRANTIES REGARDING WORLDCOM\n\n     WorldCom hereby makes the following representations and warranties to AOL\nand ANS:\n\n     4.1 Organization, Existence and Good Standing. WorldCom is a corporation\nduly organized and validly existing under the laws of the State of Georgia and\nhas all necessary corporate power and authority to own, lease and operate its\nproperties and to conduct its business as currently conducted. WorldCom is duly\nqualified to do business as a foreign corporation and, to the extent such\nconcept is applicable in such jurisdictions, is in good standing in each\njurisdiction in which the properties owned, leased or operated by it or the\nnature of the business conducted by it makes qualification necessary, except\nwhere the failure to be so duly qualified and in good standing would not have a\nMaterial Adverse Effect.\n\n     4.2  Power and Authority; Non-Contravention; Filings and Consents.\n\n     (a) WorldCom has full corporate power and authority to execute, deliver and\nperform its obligations under this Agreement and all other agreements and\ndocuments executed and delivered, or to be executed and delivered, by it\npursuant to this Agreement and has taken all action required by law, its Second\nAmended and Restated Articles of Incorporation, its Bylaws or otherwise, to duly\nand validly authorize the execution and delivery of, and the performance of its\nobligations under, this Agreement and such related agreements and documents and\nthe consummation of the transactions contemplated hereby and thereby. The\nexecution and delivery of and the performance of its obligations under this\nAgreement and such other agreements do not and the consummation of the\ntransactions contemplated by this Agreement and such other agreements will not\n(i) conflict with or violate any provisions of the Second Amended and \n\n                                       25\n\n \nRestated Articles of Incorporation or Bylaws of WorldCom, (ii) constitute a\nbreach of or default under or result in the creation of any lien, charge or\nother encumbrance or Tax on or against any assets, rights or property of\nWorldCom or give rise, with or without notice or lapse of time, to any third-\nparty right of termination, cancellation, material modification or acceleration\nunder any note, bond, mortgage, pledge, lien, lease, agreement, license,\ncommitment or instrument applicable to WorldCom, or to which WorldCom is a party\nor by which WorldCom is bound, or conflict with or violate any restrictions of\nany kind to which it is subject, which breach, default, lien, charge,\nencumbrance, Tax, termination, cancellation, modification or acceleration would\nhave a Material Adverse Effect, or which would prevent or materially delay the\nconsummation of the transactions contemplated by this Agreement or otherwise\nprevent WorldCom from performing its obligations hereunder in any material\nrespect, or (iii) subject to obtaining the consents, approvals, orders,\nauthorizations and registrations and making the filings described in Section\n4.2(b) below, violate any law, order, writ, judgment, award, statute, rule,\nregulation or decree of any Governmental Entity or arbitrator, which, if\nviolated or accelerated, would have a Material Adverse Effect or which would\nprevent or materially delay the consummation of the transactions contemplated by\nthis Agreement or otherwise prevent WorldCom from performing its obligations\nhereunder in any material respect. The execution and delivery of this Agreement\nand the transactions contemplated hereby have been approved by the Board of\nDirectors of WorldCom. This Agreement has been duly executed and delivered by\nWorldCom and, assuming this Agreement constitutes the valid and binding\nobligations of AOL and ANS enforceable against them in accordance with its\nterms, constitutes valid and binding obligations of WorldCom, enforceable\nagainst WorldCom in accordance with its terms.\n\n     (b) No consent, approval, order or authorization of, or registration,\ndeclaration or filing with any Governmental Entity is required to be obtained,\nmade or filed by WorldCom in connection with the execution and delivery of this\nAgreement by WorldCom or the consummation by WorldCom of the transactions\ncontemplated hereby, except for (i) the filing of a pre-merger notification and\nreport form by WorldCom under the HSR Act, (ii) filings with and, where\nrequired, approval by one or more non-U.S. competition or antitrust regulatory\nbodies, (iii) filings with the SEC of such reports under the Exchange Act as may\nbe required in connection with this Agreement and the transactions contemplated\nby this Agreement, and (iv) such consents, approvals, orders, authorizations,\nregistrations, declarations, or filings the failure of which to be obtained,\nmade or filed would not, (A) impair in any material respect the ability of\nWorldCom to perform its obligations hereunder, (B) prevent or impede, in any\nmaterial respect, the consummation of the transactions contemplated by this\nAgreement, or (C) have a Material Adverse Effect.\n\n     4.3 Legal Proceedings. There is no suit, claim, proceeding or investigation\npending or, to the knowledge of WorldCom, threatened against WorldCom or any\nWorldCom Entity, CompuServe, CompuServe-Ohio or any other CompuServe Entity\naffecting the consummation of the transactions contemplated hereby which, if\nresolved adversely to any of them, would have a Material Adverse Effect with\nrespect to WorldCom or the CompuServe Online Services Business, or which could\nprevent or materially delay the consummation of the transactions contemplated by\nthis Agreement. Except as set forth on Schedule 4.3, there are no Material\njudgments, decrees, injunctions or orders of any Governmental Entity or\narbitrator against\n\n                                       26\n\n \nWorldCom or any WorldCom Entity, CompuServe, CompuServe-Ohio or any other\nCompuServe Entity.\n\n     4.4 No Vote Required. No vote of the holders of any class or series of\nWorldCom capital stock is necessary to approve this Agreement or the\nconsummation of the transactions contemplated hereby.\n\n     4.5 Investment Representation. WorldCom acknowledges that the transfer of\nthe ANS Shares by AOL hereunder will not be registered under the Securities Act\nof 1933, as amended, or under any state securities laws, that the ANS Shares\nwill be transferred in a private placement transaction exempt from the\nregistration requirements under such Act, and that the ANS Shares may not be\nfurther transferred by WorldCom except pursuant to an effective registration\nunder such Act or in a transaction exempt from such registration requirements.\nWorldCom is acquiring the ANS Shares hereunder for its own account, for\ninvestment and not with the intention of distributing the ANS Shares.\n\n     4.6 CompuServe Agreement. The CompuServe Agreement has been duly authorized\nby all necessary corporate action of WorldCom and has been duly executed and\ndelivered by WorldCom on the date of this Agreement, in the form which has been\ndelivered to AOL. The CompuServe Agreement is the valid and binding obligation\nof WorldCom enforceable against WorldCom in accordance with its terms.\n\n     4.7 Title to CompuServe Assets. On the Closing Date, WorldCom will transfer\nto AOL or its designee(s) good title to the CompuServe Assets and the CompuServe\nOnline Services Business (except as provided in Section 1.4 in respect of\nDelayed Assets, if any), free and clear of any Lien or Other Encumbrances which\nwould have a Material Adverse Effect with respect to the CompuServe Online\nServices Business.\n\n     4.8 Representations Relating to CompuServe Assets. Subject to the\nlimitations hereinafter referred to, each of the representations, warranties and\ncovenants of Block, Block Group and CompuServe set forth in the CompuServe\nAgreement (including related definitions, except for the definitions of\n\"Material\", \"Material Adverse Change\" and \"Material Adverse Effect\", which shall\nhave the meanings given in this Agreement), to the extent, but only to the\nextent, that they relate, directly or indirectly, to the CompuServe Assets, the\nCompuServe Liabilities or the CompuServe Online Service Business, or to the\ntransfer to WorldCom pursuant to the CompuServe Agreement of any of the\nforegoing, or relating to Block, Block Group or CompuServe to the extent they\nmay affect any of the items mentioned above in this Section 4.8, are\nincorporated herein by this reference and shall be deemed, for purposes of this\nAgreement, to be representations, warranties and covenants made by WorldCom to\nand for the benefit of AOL and its designee or designees.\n\n     4.9 CompuServe Power and Authority; Non-Contravention; Filings and\nConsents. As of the Closing Date, each of CompuServe and the applicable\nCompuServe Entities will have full corporate power and authority to transfer the\nCompuServe Assets as contemplated by this Agreement and will have taken all\naction required by its governing documents or otherwise to \n\n                                       27\n\n \nduly and validly authorize such transfers and the consummation of the other\ntransactions contemplated hereby. Such transfers and such other transactions, in\nrespect of CompuServe or any such CompuServe Entity, will not (i) conflict with\nor violate any provisions of its governing documents, or (ii) constitute a\nbreach of or default under or result in the creation of any Liens or Other\nEncumbrances or Tax on or against any of its assets, rights or property or give\nrise, with or without notice or lapse of time (other than under any CompuServe\nStock Plans as contemplated by the CompuServe Agreement), to any third-party\nright of termination, cancellation, material modification or acceleration under\nany note, bond, mortgage, pledge, lien, lease, agreement, license, commitment or\ninstrument applicable to it, or to which it is a party or by which it or any of\nits assets is bound, or conflict with or violate any restrictions of any kind to\nwhich it is subject, which conflict, violation, breach, default, Lien or Other\nEncumbrance, Tax, termination, cancellation, modification or acceleration would\nhave a Material Adverse Effect with respect to the CompuServe Online Services\nBusiness or which would prevent or materially delay the consummation of the\ntransactions contemplated by this Agreement or otherwise prevent WorldCom from\ncausing CompuServe and such CompuServe Entities to perform the transactions\ncontemplated hereby in any Material respect, or (iii) violate any law, order,\nwrit, judgment, award, statute, rule, regulation or decree of any Governmental\nEntity or arbitrator, which, if violated or accelerated, would have a Material\nAdverse Effect with respect to the CompuServe Online Services Business or which\nwould prevent or materially delay the consummation of the transactions\ncontemplated by this Agreement or otherwise prevent WorldCom from causing\nCompuServe and such CompuServe Entities to perform the transactions contemplated\nhereby in any Material respect.\n\n                                   ARTICLE V\n\n                                   COVENANTS\n\n     5.1 Interim Conduct of ANS and each ANS Entity and the ANS Network Services\nBusiness. AOL and ANS covenant to use all reasonable efforts to ensure, and to\ncause each ANS Entity to use all reasonable efforts to ensure that, except (1)\nas contemplated by this Agreement or (2) with the prior written consent of\nWorldCom ,which will not unreasonably be withheld, after the date hereof and\nuntil the earlier of the termination of this Agreement pursuant to Article VIII\nand the Closing Date:\n\n     (a) Subject to the other provisions of this Section 5.1, the business\nof ANS, the ANS Entities and the ANS Network Services Business, including\ninvestment practices and policies, will be conducted only in the ordinary course\nof business consistent with past practice, and AOL, ANS and the ANS Entities\nwill use all reasonable efforts to preserve the ANS Network Services Business\nand maintain in all material respects its existing relations with its customers,\nsuppliers, employees, creditors and business partners, in each case taking into\naccount the existence and announcement of the transactions referred to herein;\n\n     (b) AOL (with respect to the ANS Network Services Business), ANS and\neach ANS Entity will continue to make capital expenditures, maintain, upgrade\nand expand their facilities relating to, and otherwise operate in all material\nrespects, the ANS Network Services Business in accordance with the budget and\n\n                                       28\n\n \nplan of ANS for the fiscal year ending June 30, 1998, a copy of which has been\ndelivered to WorldCom prior to the date hereof (the \"Budget\");\n\n     (c) Neither AOL, ANS nor any ANS Entity will permit there to be,\ndirectly or indirectly, any split, combination or reclassification of the\noutstanding shares of capital stock of ANS or interest in or securities of any\nANS Entity;\n\n     (d) Neither AOL, in connection with the ANS Network Services Business,\nnor ANS nor any ANS Entity will:  (i) amend the Certificate of Incorporation or\nBylaws of ANS or any ANS Entity; (ii) declare, set aside or pay any dividend or\nother distribution with respect to the capital stock of ANS or interest in or\nsecurities of any ANS Entity payable in cash, stock, securities or property;\n(iii) issue, sell, transfer, pledge, dispose of or encumber any shares of, or\nsecurities convertible into or exchangeable for, or options, warrants, calls,\ncommitments or rights of any kind to acquire, any shares of capital stock of any\nclass of ANS or interest in or securities of any ANS Entity; (iv) transfer,\nlease, license, sell, mortgage, pledge, dispose of, or encumber any Assets in an\namount in any instance or series of related instances exceeding $1,000,000\n(measured in terms of net book value) in the aggregate except pursuant to the\nexisting terms of the contracts entered into prior to the date hereof and set\nforth on Schedule 5.1(d); or (v) redeem, purchase or otherwise acquire, directly\nor indirectly, any of the capital stock of ANS or interest in or securities of\nany ANS Entity, except in connection with securities issued as compensation to\nANS employees, as described on Schedule 5.1(d);\n\n     (e) Except as shown on Schedule 5.1(e), neither AOL, in connection with the\nANS Network Services Business, nor ANS nor any ANS Entity will: (i) hire or\nterminate any employees and consultants except in the ordinary course of\nbusiness consistent with past practice; (ii) grant any increase in the\ncompensation or bonus payable or to become payable to any director, officer or\nemployee except in the ordinary course of business and consistent with past\npractice; (iii) adopt any new, or amend or otherwise increase, or accelerate the\npayment or vesting of the amounts payable or to become payable under any\nexisting AOL or ANS Benefit Plan except in the ordinary course of business and\nconsistent with past practice; (iv) enter into any, or amend any existing,\nemployment, consulting or severance agreement with, or grant any severance or\ntermination pay, to any officer, director or employee except in the ordinary\ncourse of business and consistent with past practice; (v) make any additional\ncontributions to any grantor trust created by AOL or any AOL Entity to provide\nfunding for non-tax-qualified employee benefits or compensation except as\nrequired by the terms of any grantor trust of AOL existing on the date hereof;\nor (vi) provide any new severance program to or increase the benefits under any\nexisting severance program;\n\n     (f) Except as would not be Material, and except for releases of\nguarantees by AOL in favor of ANS which are shown on Schedule 7.3(f) hereto,\nneither AOL, in connection with the ANS Network Services Business, nor ANS nor\nany ANS Entity will in any respect modify, amend or terminate any of its\nContracts, or waive, release or assign any rights or claims thereto or\nthereunder;\n\n                                       29\n\n \n     (g) Except as would not be Material, neither AOL, in connection with\nthe ANS Network Services Business, nor ANS nor any ANS Entity will permit any\ninsurance policy naming either of them as a beneficiary or a loss payable payee\nto be canceled or terminated;\n\n     (h) Except as set forth on Schedule 5.1(h), neither AOL, in connection\nwith the ANS Network Services Business, nor ANS nor any ANS Entity will, except\nas provided in the Budget, (i) incur or assume any debt; (ii) assume, guarantee,\nendorse or otherwise become liable or responsible (whether directly,\ncontingently or otherwise) for the obligations of any other Person except an ANS\nEntity in an amount exceeding $1,000,000; (iii) make any loans, advances or\ncapital contributions to, or investments in, any other Person (other than a\nwholly-owned ANS Entity) in an amount exceeding $1,000,000 in the aggregate, or\nmodify any credit policies or practices granted to customers or make any\nconcessions or offer any inducements to accelerate payments; (iv) enter into any\nfinancial commitments (including any capital expenditure or asset purchase),\nexcept in the ordinary course of business and consistent with past practice; (v)\nother than in the ordinary course and consistent with past practice, enter into\nany contract granting any third-party geographic or Material market or\nprogramming or content exclusivity; or (vi) enter into any contract that is not\nterminable without penalty on or prior to December 31, 2000 except in the\nordinary course of business consistent with past practice;\n\n     (i) Except as would not be Material, neither AOL, in connection with\nthe ANS Network Services Business, nor ANS nor any ANS Entity will change any of\nits Tax or accounting principles or practices (including any changes in\ndepreciation or amortization policies or rates or any changes in any assumptions\nunderlying any method of calculating reserves) unless required by GAAP or\napplicable law and unless notice thereof is given to WorldCom promptly\nthereafter;\n\n     (j) Except as expressly provided in this Agreement, neither AOL (in\nconnection with the ANS Network Services Business), nor ANS nor any ANS Entity\nwill pay, discharge or satisfy any claims, liabilities or obligations (absolute,\naccrued, asserted or unasserted, contingent or otherwise), other than the\npayment, discharge or satisfaction of any such claims, liabilities or\nobligations (i) reflected or reserved against in, or contemplated by, the\nBalance Sheet in an amount not in excess of that in the Balance Sheet; (ii)\nincurred in the ordinary course of business since the date of the Balance Sheet\nin a manner consistent with past practice; (iii) which are legally required to\nbe paid, discharged or satisfied and are in accordance with the terms in\nexistence as of the date of this Agreement; or (iv) out of insurance proceeds;\n\n     (k) Neither AOL, in connection with the ANS Network Services Business,\nnor ANS nor any ANS Entity will adopt a plan of complete or partial liquidation,\ndissolution, merger, consolidation, restructuring, recapitalization or other\nreorganization of ANS or any ANS Entity;\n\n     (l) Except as contemplated by this Agreement, neither AOL, in connection\nwith the ANS Network Services Business, nor ANS nor any ANS Entity will engage\nin any transaction, or enter into any agreement, arrangement, or understanding\nwith, directly or indirectly, any Related Party, other than those existing as of\nthe date hereof which are listed on Schedule 5.1(l)\n\n                                       30\n\n \nhereof and except for arm's-length transactions in the ordinary course of\nbusiness consistent with past practice;\n\n     (m) Except as would not be Material or as contemplated by Article VI\nhereof, neither AOL, in connection with the ANS Network Services Business, nor\nANS nor any ANS Entity will make any Tax election;\n\n     (n) Neither AOL, in connection with the ANS Network Services Business,\nnor ANS nor any ANS Entity will settle any litigation, other proceeding or\narbitration requiring a payment in excess of $250,000 individually or $1,000,000\nin the aggregate or involving any Material limitation on the future actions of\nANS or any ANS Entity or the surrender or compromise of any of their Material\nrights;\n\n     (o) Neither AOL nor any of the AOL Entities will take any action which\nwould be prohibited, following Closing, under Section 2 of the Noncompetition\nand Nonsolicitation Agreement, the form of which appears as Exhibit E, provided\nthat the foregoing shall not prohibit the continued ownership and operation of\nANS by AOL as contemplated by this Agreement;\n\n     (p) Neither AOL, in connection with the ANS Network Services Business, nor\nANS nor any ANS Entity will increase or establish any reserve for Taxes or any\nother liability on its books or otherwise provided therefor which, if paid in\nfull, would have a Material Adverse Effect;\n\n     (q) Neither AOL nor ANS nor any ANS Entity will enter into an agreement,\ncontract, commitment or arrangement to do any of the foregoing, or to authorize,\nrecommend, propose or announce an intention to do any of the foregoing; and\n\n     (r) Neither AOL nor ANS nor any ANS Entity will act, or fail or omit to\nact, so as to cause any Material Adverse Change.\n\n     5.2  Indemnification.\n\n     (a) Indemnification by AOL. AOL hereby agrees to indemnify, defend and hold\nharmless WorldCom and the WorldCom Entities and, after the Closing Date, ANS and\nthe ANS Entities, each of their respective designees, successors-in-interest and\nassigns, and each of their respective past and current directors, officers,\nemployees, consultants, representatives and agents (the \"WorldCom Indemnified\nParties\"), from and against any and all Losses and Expenses to the extent such\nLosses and Expenses are based on, arise out of or relate to, directly or\nindirectly (i) the conduct of the business and affairs of AOL or any claim,\naction or proceeding brought by or on behalf of Persons who are or were or\nbecome holders of the capital stock of AOL or ANS at or prior to the Effective\nTime, which claim, action or proceeding alleges that any action or failure to\nact of the issuer of such capital stock, any Affiliate of such issuer or any\ndirector, officer, employee or agent of such issuer or any Affiliate of such\nissuer in connection with this Agreement or any of the transactions contemplated\nhereby was wrongful, illegal or constituted a\n\n                                       31\n\n \nbreach of duty; (ii) the ownership and operation of the CompuServe Assets and\nthe CompuServe Online Services Business from and after the Closing, and any\nbreach by AOL or any AOL Entity of its obligations under the Assignment and\nAssumption Agreement; (iii) the CompuServe Liabilities; (iv) any breach of the\nrepresentations, warranties and covenants set forth in Sections 3.1, 3.2, 3.4,\n3.14, 3.17, 5.6 or 5.10; or (v) any breach of any other representations,\nwarranties, covenants or agreements of AOL or ANS or any ANS Entity herein,\nwithout regard to any qualification as to materiality stated herein (including\nany reference to material, Material, Material Adverse Change or Material Adverse\nEffect), if and to the extent that the aggregate of all Losses and Expenses\nrelated to or arising out of all breaches (other than with respect to an\nintentional breach of any such representation, warranty, covenant or agreement,\nas to which no dollar threshold shall apply) described in this clause (v)\nexceeds $25 million; or (vi) any action, claim or proceeding brought in\nconnection with the enforcement of the foregoing clauses.\n\n     (b) Indemnification by WorldCom.  WorldCom and, from and after the\nClosing, ANS hereby agree, jointly and severally, to indemnify, defend and hold\nharmless AOL and each AOL Entity and each of their respective designees,\nsuccessors in interest and assigns and each of their respective past and current\ndirectors, officers, employees, consultants, representatives and agents (the\n\"AOL Indemnified Parties\") from and against any Losses and Expenses (or, in the\ncase of Losses and Expenses relating to any representation, warranty or covenant\nincorporated herein pursuant to Section 4.8 hereof, 80.1% of such Losses and\nExpenses) which are based on, arise out of or relate to, directly or indirectly,\n(i) the conduct by WorldCom or the WorldCom Entities of the business of ANS, the\nANS Entities or the ANS Network Services Business after the Closing, or any\nliability in respect of matters referred to in Schedule 8.4(b) to the CompuServe\nAgreement; (ii) the conduct by WorldCom or the WorldCom Entities of CompuServe's\nbusinesses other than the CompuServe Online Services Business after the Closing;\n(iii) any breach of the representations, warranties and covenants set forth in\nSections 4.6 and 4.7 hereof or Sections 2.1, 2.2, 3.1, 3.2, 3.3, 3.4, 3.14,\n3.17, 3.18, 4.1, 4.2, 4.3, 4.5, 4.6, 8.2, 8.3, 8.6, 8.7, 8.10 or 8.14 of the\nCompuServe Agreement to the extent incorporated herein under Section 4.8; (iv)\nany breach of any other representations, warranties, covenants or agreements of\nWorldCom or any WorldCom Entity herein (other than those incorporated by\nreference under Section 4.8), without regard to any qualification as to\nmateriality stated herein or in the CompuServe Agreement (including any\nreference to material, Material, Material Adverse Change or Material Adverse\nEffect in this Agreement or in the CompuServe Agreement), if and to the extent\nthat the aggregate of all Losses and Expenses related to or arising out of all\nbreaches (other than with respect to an intentional breach of any such\nrepresentation, warranty, covenant or agreement, as to which no dollar threshold\nshall apply) described in this clause (iv) exceeds $10 million; (v) any breach\nof any other representations, warranties, covenants or agreements of WorldCom or\nany WorldCom Entity to the extent incorporated by reference herein under Section\n4.8, without regard to any qualification as to materiality stated herein or in\nthe CompuServe Agreement (including any reference to material, Material,\nMaterial Adverse Change or Material Adverse Effect in this Agreement or in the\nCompuServe Agreement), if and to the extent that 80.1% of the aggregate of all\nLosses and Expenses related to or arising out of all breaches (other than with\nrespect to an intentional breach of any such representation, warranty, covenant\nor agreement, as to which no dollar threshold shall apply) described in this\nclause (v) exceeds $10 million; or (vi) any action, claim or proceeding brought\nin connection with the enforcement of the foregoing \n\n                                       32\n\n \nclauses; provided, that, in connection with any claim made hereunder in respect\nof which WorldCom may have a corresponding claim against Block or its Affiliates\nunder the CompuServe Agreement, AOL shall cooperate with and assist WorldCom\n(with WorldCom being responsible for the payment of any related out-of-pocket\nexpenses) reasonably incurred by AOL in connection with any such claims.\n\n     (c) Notification of Claims.  For the purpose of this Section 5.2, the\nterm \"Indemnifying Party\" shall mean the party having an obligation hereunder to\nindemnify the other party or parties pursuant to this Section 5.2, and the term\n\"Indemnified Party\" shall mean the party having the right to be indemnified\npursuant to this Section 5.2.  Whenever any claim shall arise for\nindemnification under this Section 5.2, the Indemnified Party shall promptly\nnotify the Indemnifying Party in writing of such claim and, promptly after\nbecoming known, the facts constituting the basis for such claim (in reasonable\ndetail).  Failure by the Indemnified Party to so notify the Indemnifying Party\nshall not relieve the Indemnifying Party of any liability hereunder unless and\nonly to the extent such failure prejudices the Indemnifying Party.  The WorldCom\nIndemnified Parties shall not be entitled to indemnification under Section\n5.2(a)(iv) and the AOL Indemnified Parties shall not be entitled to\nindemnification under Section 5.2(b)(iii) unless, prior to March 15, 1999, a\nWorldCom Indemnified Party has notified AOL, or an AOL Indemnified Party has\nnotified WorldCom, as the case may be,  in writing in reasonable detail of the\nexistence of any Losses and Expenses that may reasonably be expected to give\nrise to any such indemnification obligation.  Notwithstanding any provision\nherein to the contrary, any claim for indemnification related to or arising out\nof any ANS Tax matter set forth in Section 6.2(a) and Section 6.2(b) shall be\ngoverned solely by Section 6.2 hereof, any claim for indemnification related to\nor arising out of any CompuServe Tax matter incorporated based on Sections\n9.2(a) and 9.2(b) to the extent incorporated by reference herein by Section 4.8\nshall be governed by the same procedures as set forth in Section 9.2 of the\nCompuServe Agreement, substituting WorldCom for Block and AOL for WorldCom.\n\n     (d)  Indemnification Procedures.\n\n          (i) After the giving of notice by an Indemnified Party as required by\n     paragraph (c) of any claim or the commencement of any action by a Person or\n     Governmental Entity who is not a party to this Agreement or an Affiliate of\n     such a party (a \"Third-Party Claim\"), if the Indemnifying Party undertakes\n     to defend any such claim, it shall be required to take control of the\n     defense and investigation with respect to such claim and to employ and\n     engage reputable attorneys of its own choice reasonably acceptable to the\n     Indemnified Party to handle and defend the same, at the Indemnifying\n     Party's cost, risk and expense, upon written notice to the Indemnified\n     Party of such election, which notice acknowledges the Indemnifying Party's\n     obligation to provide indemnification hereunder. The Indemnifying Party\n     shall not settle any Third-Party Claim that is the subject of\n     indemnification without the written consent of the Indemnified Party, which\n     consent shall not be unreasonably withheld or delayed. The Indemnified\n     Party shall cooperate in all reasonable respects with the Indemnifying\n     Party and its attorneys in the investigation, trial and defense of any\n     lawsuit or action with respect to such claim and any appeal arising\n     therefrom (including the filing in the Indemnified\n\n                                       33\n\n \n     Party's name of appropriate crossclaims and counterclaims). In connection\n     with any Third-Party Claim, each Indemnified Party shall use reasonable\n     efforts to make available to the Indemnifying Party upon written request\n     and at reasonable times, its and its subsidiaries' officers, directors,\n     employees and agents to act as witnesses to the extent that such persons\n     may reasonably be required to be available in connection with any claim\n     under this Section 5.2. The Indemnified Party may, at its own cost,\n     participate in any investigation, trial and defense of such lawsuit or\n     action controlled by the Indemnifying Party and any appeal arising\n     therefrom. If there are one or more legal defenses available to the\n     Indemnified Party that conflict with those available to the Indemnifying\n     Party, the Indemnified Party shall have the right, at the expense of the\n     Indemnifying Party, to assume the defense of the lawsuit or action;\n     provided, however, that the Indemnified Party may not settle such lawsuit\n     or action without the consent of the Indemnifying Party, which consent\n     shall not be unreasonably withheld or delayed. Notwithstanding anything to\n     the contrary in this paragraph (d)(i), if a Third-Party Claim is for money\n     damages asserted in an amount not to exceed $1,000,000 and is principally\n     for non-monetary relief that would have a continuing Material Adverse\n     Effect on the Indemnified Party, then the Indemnified Party shall be\n     entitled to take control of the defense and investigation with respect to\n     such claim and to employ and engage reputable attorneys of its own choice\n     reasonably acceptable to the Indemnifying Party to handle and defend the\n     same, at the Indemnifying Party's cost, risk and expense, upon written\n     notice to the Indemnifying Party of such election.\n\n\n\n          (ii) If, within a reasonable time following receipt of a notice\n     of a Third-Party Claim pursuant to paragraph (d), the Indemnifying Party\n     does not undertake to defend any such claim, the Indemnified Party may, but\n     shall have no obligation to, contest at the expense of the Indemnifying\n     Party to the extent provided in this Section 5.2 any lawsuit or action with\n     respect to such claim and the Indemnifying Party shall be bound by the\n     result obtained with respect thereto by the Indemnified Party (including\n     the settlement thereof without the consent of the Indemnifying Party).\n\n          (iii)  Any claim of indemnification for Losses and Expenses which\n     does not result from a Third-Party Claim shall be asserted by written\n     notice given by the party claiming a right of indemnification\n     (\"Indemnitee\") to the party from whom indemnification is sought\n     (\"Indemnitor\") specifying in reasonable detail the nature and basis for the\n     claim and the Losses and Expenses incurred.  Such Indemnitor shall have a\n     period of 30 days after the receipt of such notice within which to respond\n     thereto.  If the Indemnitor does not respond within such 30-day period,\n     such Indemnitor shall be deemed to have refused to accept responsibility to\n     make payment.  If such Indemnitor does not respond within such 30-day\n     period or rejects such claim in whole or in part, the Indemnitee shall be\n     free to pursue such remedies as may be available to such party, under\n     applicable law or under this Agreement.\n\n          (iv) If the amount of any Losses and Expenses shall, at any time\n     subsequent to the payment required by this Agreement, be reduced by\n     recovery, settlement, insurance \n\n                                       34\n\n \n     proceeds or otherwise, the amount of such reduction, less any expenses\n     incurred in connection therewith, shall promptly be repaid by the\n     Indemnitee to the Indemnitor.\n\n     (e) Tax-Related Adjustment.  An indemnity payment otherwise due and payable\nhereunder (i) shall be decreased (but not below zero) to the extent of any net\nactual reduction in federal income Tax liability that is actually realized by\nthe Indemnified Party at the time of its payment of an indemnifiable loss and\n(ii) shall be increased to indemnify the Indemnified Party for any additional\nfederal income Taxes payable by the Indemnified Party by reason of the receipt\nor accrual of such indemnity payment.\n\n     5.3 No Contribution. AOL, for itself and on behalf of the AOL Entities,\nwaives, and acknowledges and agrees that it and they will not have and will not\nexercise or assert (or attempt to exercise or assert), any right of\ncontribution, right of subrogation, right of indemnity or other similar right or\nremedy against ANS and the ANS Entities with respect to any action or failure to\nact by any AOL Entity, including ANS and the ANS Entities, occurring prior to\nthe Effective Time in connection with any actual or alleged breach of any\nrepresentation, warranty, covenant or other obligation or agreement set forth in\nthis Agreement or any Losses or Expenses referred to in Section 5.2 or Section\n6.2.\n\n     5.4 Access to Information. Subject to the provisions of the Confidentiality\nAgreement, between the date hereof and the Closing Date, each of AOL and\nWorldCom and their respective Entities shall (i) give to each such other party\nand its counsel, accountants and other representatives reasonable access, at\nreasonable times and after reasonable notice, to all the properties, documents,\ncontracts, personnel files (subject to applicable law) and other records of such\nparty reasonably related to the transactions contemplated hereby; (ii) furnish\nthe other party with copies of such documents and with such information with\nrespect to the affairs of such party as the other party may from time to time\nreasonably request; and (iii) shall disclose and make available to each such\nparty and its representatives all books, contracts, accounts, personnel records,\nletters of intent, papers, records, communications with regulatory authorities\nand other documents relating to the business and operations of such party, to\nthe extent appropriate to AOL's and WorldCom's respective interests in the\ntransactions contemplated hereby. Nothing contained in this Section 5.4 shall be\ndeemed to create any duty or responsibility on the part of either party to\ninvestigate or evaluate the value, validity or enforceability of any contract,\nlease or other asset included in the Assets of the other party. With respect to\nmatters as to which any party has made express representations or warranties\nherein, the parties shall be entitled to rely upon such express representations\nand warranties without regard to any investigations made by such parties. None\nof the parties hereto shall have any liability to any other party hereto\nresulting from the sharing with such other party of any information obtained in\nthe course of the due diligence review by the parties relating to CompuServe,\nthe CompuServe Entities or the CompuServe Assets, or resulting from any\ninaccuracy in any such information.\n\n     5.5 Confidentiality. AOL and WorldCom acknowledge and confirm that they\nhave entered into a letter agreement dated August 14, 1997 by and among AOL,\nWorldCom and CompuServe (the \"Confidentiality Agreement\") and that the\nConfidentiality Agreement shall remain in full force and effect in accordance\nwith its terms, notwithstanding AOL's and\n\n                                       35\n\n \nWorldCom's entering into this Agreement and whether or not the transactions\ncontemplated by this Agreement are consummated or terminated.\n\n     5.6  HSR Act Compliance, Etc.\n \n     (a) AOL and WorldCom shall promptly make their respective filings, and\nshall thereafter use their best efforts to promptly make any required\nsubmissions, under the HSR Act with respect to the transactions contemplated\nhereby.  AOL and WorldCom shall use their respective reasonable efforts to\npromptly make all other required submissions with respect to all other permits,\nauthorizations, consents and approvals from third parties and Governmental\nEntities necessary to consummate the transactions contemplated by this\nAgreement.\n\n     (b) AOL and WorldCom also agree to take any and all of the following\nactions to the extent necessary to obtain the approval of any Governmental\nEntity with jurisdiction over the enforcement of any applicable laws regarding\nthe transactions contemplated by this Agreement: entering into negotiations;\nproviding information; substantially complying with any second request for\ninformation pursuant to the HSR Act or any similar foreign antitrust law; and\nmaking proposals.  The parties hereto will consult, consistent with their\nrespective legal obligations, and cooperate with each other, and consider in\ngood faith the views of each other, in connection with any analyses,\nappearances, presentations, memoranda, briefs, arguments, opinions and proposals\nmade or submitted by or on behalf of any party hereto in connection with\nproceedings under or relating to the HSR Act or any other federal, state or\nforeign antitrust or fair trade law.\n\n     5.7 Public Disclosures. AOL and WorldCom shall consult with each other\nbefore issuing any press release or otherwise making any public statement with\nrespect to the transactions contemplated by this Agreement, and shall not issue\nany such press release or make any such public statement prior to such\nconsultation except as may be required by applicable law or requirements of the\nExchange Act, NASDAQ or any national securities exchange as advised by counsel,\nin which case the parties shall use their reasonable efforts to consult with\neach other prior to issuing such a release or making such a statement. WorldCom\nand AOL each shall issue a press release and may issue a mutually acceptable\njoint press release, promptly upon execution and delivery of this Agreement.\n\n     5.8 Resignation of Directors and Officers. At or prior to the Closing, ANS\nshall deliver to WorldCom if and as requested by WorldCom evidence satisfactory\nto WorldCom of the resignation of the directors and officers, solely in their\ncapacities as such, of ANS and any ANS Entity, such resignations to be effective\nat the Closing.\n\n     5.9 Notification of Certain Matters. AOL and ANS shall give prompt notice\nto WorldCom, and WorldCom shall give prompt notice to AOL and ANS, of (a) the\noccurrence, or non-occurrence of any event the occurrence or non-occurrence of\nwhich would or could reasonably be expected to cause any representation or\nwarranty respectively made by them and contained in this Agreement to be untrue\nor inaccurate at or prior to the Closing, as the case may be, and (b) any\nfailure of AOL, ANS or WorldCom, as the case may be, to comply with or satisfy\nany covenant, agreement or condition to be complied with or satisfied by it\nhereunder; provided, \n\n                                       36\n\n \nhowever, that the delivery of any notice pursuant to this Section 5.9 shall not\nlimit or otherwise affect the remedies available hereunder to the party\nreceiving such notice.\n\n     5.10  No Solicitation.\n\n     (a) Neither AOL nor ANS shall, nor shall AOL permit any AOL Entity or\nauthorize or permit any officer, director or employee, investment banker,\nattorney, agent or other advisor or representative of any of them to (i)\ninitiate, solicit, or encourage, directly or indirectly, the submission of, any\nANS Competitive Proposal, or (ii) participate in any discussions or negotiations\nregarding, or furnish to any person or entity any information with respect to,\nor take any other action to facilitate knowingly the making of any proposal that\nconstitutes, or may reasonably be expected to lead to, an ANS Competitive\nProposal.  For purposes of this Agreement, an \"ANS Competitive Proposal\" means\nany inquiry, proposal or offer from any Person relating to any direct or\nindirect acquisition or purchase of all or a significant part of the stock or\nassets of ANS or any ANS Entity or of the ANS Network Services Business or any\nmerger, consolidation, business combination, recapitalization, liquidation,\ndissolution or similar transaction involving ANS or any ANS Entity, other than\nthe transactions contemplated by this Agreement.\n\n     (b) AOL and ANS shall advise WorldCom of any request for information\nfrom it or the receipt by it of any ANS Competitive Proposal within 24 hours of\nsuch request or receipt, describing in reasonable detail the information\nrequested, the material terms and conditions of such request or proposal, and\nthe identity of the Person making any such request or proposal.\n\n     (c) Immediately upon the execution of this Agreement, AOL and ANS shall\ncease any ongoing discussions or negotiations with any parties previously\nconducted with respect to any actual or potential ANS Competitive Proposal and\nrequest each Person which has heretofore executed a confidentiality agreement in\nconnection with its consideration of an ANS Competitive Proposal to return or\ndestroy all confidential information heretofore furnished to such Person by or\non behalf of AOL or ANS.\n\n     (d) WorldCom shall not, nor shall it permit any WorldCom Entity or\nauthorize or permit any officer, director or employee, investment banker,\nattorney, agent or other advisor or representative of any of them to (i)\ninitiate, solicit, or encourage, directly or indirectly, the submission of, any\nWorldCom Competitive Proposal, or (ii) participate in any discussions or\nnegotiations regarding, or furnish to any Person any information with respect\nto, or take any other action to facilitate knowingly the making of any proposal\nthat constitutes, or may reasonably be expected to lead to, a WorldCom\nCompetitive Proposal.  For purposes of this Agreement, a \"WorldCom Competitive\nProposal\" means any inquiry, proposal or offer from any Person relating to any\ndirect or indirect acquisition or purchase of all or a significant part of the\nCompuServe Online Services Business, other than WorldCom's indirect acquisition\nthereof pursuant to the CompuServe Agreement.\n\n     (e) WorldCom shall advise AOL of any request for information from it\nor the receipt by it of any WorldCom Competitive Proposal within 24 hours of\nsuch request or receipt, \n\n                                       37\n\n \ndescribing in reasonable detail the information requested, the material terms\nand conditions of such request or proposal, and the identity of the Person\nmaking any such request or proposal.\n\n     (f) Immediately upon the execution of this Agreement, WorldCom shall\ncease any ongoing discussions or negotiations with any parties previously\nconducted with respect to any actual or potential WorldCom Competitive Proposal\nand request each Person which has heretofore executed a confidentiality\nagreement in connection with its consideration of a WorldCom Competitive\nProposal to return or destroy all confidential information heretofore furnished\nto such Person by or on behalf of WorldCom.\n\n     5.11 Other Actions. Unless such action or omission is required by\napplicable law, neither AOL nor ANS nor WorldCom shall knowingly or\nintentionally take any action or omit to take any action, if such action or\nomission would, or reasonably might be expected to, result in any of the\nrepresentations and warranties set forth herein being or becoming untrue or\ninaccurate or any of the conditions to the Closing set forth in this Agreement\nnot being satisfied, or would adversely affect the ability of AOL, ANS, or\nWorldCom to obtain any consents or approvals required of it for the consummation\nof the transactions contemplated by this Agreement, without imposition of a\ncondition or restriction which would have a Material Adverse Effect, or would,\nor might reasonably be expected to, otherwise materially impair the ability of\nAOL, ANS or WorldCom to consummate the transactions contemplated by this\nAgreement, in accordance with the terms of this Agreement or materially delay\nany such consummation. The foregoing shall not limit WorldCom's ability to\nexercise its rights under the CompuServe Agreement.\n\n     5.12 Cooperation. Each of AOL, ANS and WorldCom shall use its best efforts\n(i) to cooperate with each other in determining whether any filings are required\nto be made or consents are required to be obtained in any jurisdiction prior to\nthe Closing, in connection with the consummation of the transactions\ncontemplated hereby and cooperate in making any such filings promptly and in\nseeking to obtain any such consents in a timely manner, (ii) to take, or cause\nto be taken, all actions necessary to comply promptly with all legal\nrequirements which may be imposed by agency or court order on such party (or any\nsubsidiaries or other Affiliates of such party) with respect to this Agreement,\nand (iii) to take, or cause to be taken, all actions necessary to obtain (and to\ncooperate with the other party to obtain) any consent, authorization, order or\napproval of, or any exemption by, any Governmental Entity and\/or any other\npublic entity which is required to be obtained or made by such party or of the\nANS Entities or other Affiliates in connection with this Agreement and the\ntransactions contemplated hereby.\n\n     5.13  ANS and ANS Network Services Business Employees.\n\n     (a) All current employees of ANS and the ANS Entities (\"ANS Employees\") as\nof the Closing shall be employed or offered employment, immediately after the\nEffective Time, by ANS or another WorldCom Entity. At and after the Effective\nTime, WorldCom shall honor, and cause ANS to honor, all provisions of all\nemployment or severance agreements or plans (excluding stock option or award\nplans, which are separately addressed in Section 1.8) in effect for ANS\nEmployees (or any former employee of ANS or any ANS Entity that would have been\nan ANS Employee had he or she been employed by ANS, an ANS Entity or AOL on the\nClosing\n\n                                       38\n\n \nDate) as of the Closing. Schedule 5.13 is a complete list of all ANS Employees\nand all such employment and severance agreements and plans existing as of the\ndate hereof (the \"Schedule 5.13 Agreements\"), true and complete copies of which\nhave been provided to WorldCom. Notwithstanding the foregoing, at any time after\nthe Closing, the employment of any ANS Employee may be terminated and any\nSchedule 5.13 Agreement may be amended or terminated in accordance with its\nterms.\n\n     (b) WorldCom, following the Closing Date, shall permit such ANS Employees\nwho are retained as employees of ANS or any ANS Entity or become WorldCom\nemployees thereafter and who were participating in AOL or ANS Benefit Plans\nimmediately prior to the Closing Date, to participate in corresponding employee\ncompensation and benefit plans, programs, policies and fringe benefits of\nWorldCom in accordance with the eligibility criteria thereof (it being\nunderstood that such plans, programs, policies and fringe benefits after the\nClosing will be those of WorldCom immediately before the Closing, as such plans,\nprograms, policies or fringe benefits may thereafter be amended, terminated,\ndiscontinued or supplemented).  In so doing, WorldCom shall credit prior service\nof ANS Employees with ANS or any AOL Entity, as applicable, for purposes of\ndetermining the vesting, eligibility, waiting periods or qualification of or\nparticipation of such employees under WorldCom's benefit programs and any\nsuccessor benefit programs to the extent that such prior service was recognized\nunder such ANS Benefit Plans (which shall include vacation pay plans but shall\nnot include stock option or award plans); such prior service credited under a\nWorldCom benefit program shall include service with other entities to the extent\nthat such service is credited by ANS or any AOL Entity for purposes of any ANS\nBenefit Plan similar to such WorldCom benefit plan.  Notwithstanding the\npreceding sentence, WorldCom may continue (or cause ANS to continue after the\nClosing) the participation by ANS employees in one or more of the ANS Benefit\nPlans, and WorldCom will be deemed to have satisfied its obligations under this\nSection 5.13(b) with respect to the type of benefits provided under such ANS\nBenefit Plan(s).\n\n     5.14  ANS Name.  AOL acknowledges that the name \"ANS,\" whether alone or in\ncombination with one or more other words, will be an asset solely of ANS or the\nANS Entities immediately following the Closing.  Nothing in this Agreement shall\nreserve a license or constitute a retention or transfer of rights in or with\nrespect to the word \"ANS\" to AOL or any other Person (except ANS and the ANS\nEntities) after the Closing and neither AOL nor any such other Person acting by\nor through any grant or right from AOL shall use or purport to use, license or\notherwise transfer the word \"ANS\" for any business purpose after the Closing.\nFollowing the Closing, AOL agrees to take all actions and to execute all\ndocuments and certificates as WorldCom may reasonably request to effectuate the\nintention of this Section 5.14.\n\n     5.15 CompuServe Name. WorldCom and AOL are entering into an agreement\ncontemporaneously with the signing of this Agreement (the \"Agreement to Form\nBusiness Entity\"), providing that both WorldCom and AOL shall form an entity to\nhold, maintain, license and defend rights to the use of the CompuServe name,\nwith WorldCom and its Affiliates having rights of use in the network services\nbusiness, and with AOL and its Affiliates having rights of use in the online\nservices business.\n\n                                       39\n\n \n     5.16 Noncompetition and Nonsolicitation Agreement. Subject to the\nsatisfaction of the conditions to its obligations in Article VII, below, AOL\nshall execute and deliver to WorldCom at Closing, without further consideration,\nan agreement in substantially the form attached hereto as Exhibit E (the\n\"Noncompetition and Nonsolicitation Agreement\").\n\n     5.17 Key-Employee Nondisclosure and Nonsolicitation Agreements. AOL shall\nuse its best efforts to obtain, at or prior to the Closing, duly executed\nnondisclosure and nonsolicitation agreements in substantially the form attached\nas Exhibit F (the \"Key Employee Agreements\") (unless signed prior to the\nexecution of this Agreement) from the significant employees, officers and\ndirectors of ANS and the ANS Entities designated by WorldCom in writing.\n\n     5.18 Board Seat. Promptly after the Effective Time, WorldCom shall cause\nthe current Chief Executive Officer of AOL, if he so requests within thirty days\nafter the date hereof, to be appointed to the Board of Directors of WorldCom.\n\n     5.19 Services Agreements. AOL and WorldCom shall execute and deliver to\neach other at the Closing (a) a services agreement in substantially the form\nattached hereto as Exhibit G (the \"Transition Services Agreement\") and (b)\nnetwork services agreements in substantially the forms attached hereto as\nExhibits H and I (the \"Network Services Agreements\").\n\n     5.20 Status of Title to the CompuServe Assets. WorldCom and the WorldCom\nEntities shall not cause any lien, encumbrance or other defect in title to any\nof the CompuServe Assets to be created prior to the transfer thereof to AOL or\nits designee or designees at the Closing.\n\n     5.21 Delivery of ANS Shares. AOL shall deliver the ANS Shares, at the\nClosing, to WorldCom (or to CompuServe if directed by WorldCom) free and clear\nof all Liens and Other Encumbrances.\n\n\n     5.22 Consummation of Merger. WorldCom shall use all reasonable efforts to\ncause the conditions to closing under the CompuServe Agreement to be satisfied,\nincluding the exercise of proxy or option rights which may be granted to\nWorldCom in connection with the CompuServe Agreement; provided, that this\nSection shall not be deemed to require WorldCom (i) to waive any substantive\nrights, or (ii) to incur any substantial expense or obligation not otherwise\nrequired of it, or (iii) to cause the Merger or related transactions to proceed\non terms which do not preserve the overall business and economic objectives of\nWorldCom as evidenced by this Agreement and the CompuServe Agreement. In\naddition, WorldCom shall cause WAC to consummate the Merger if all conditions to\nsuch Merger shall have been satisfied or waived in accordance with the terms of\nthe CompuServe Agreement.\n\n     5.23 Covenants Relating to CompuServe Online Services Business. WorldCom\nshall cause Block , the Block Entities (as defined in the CompuServe Agreement),\nCompuServe and the CompuServe Entities to perform their respective covenants and\nagreements set forth in the CompuServe Agreement as in effect on this date, to\nthe extent that any of the foregoing may affect the CompuServe Assets, the\nCompuServe Online Services Business or the rights of AOL hereunder.\n\n                                       40\n\n \n     5.24 Exercise of Option; Negotiation Period. In the event that WorldCom\nbecomes entitled to exercise the option (the \"Option\") granted to it pursuant to\nthe Stockholders Agreement (as such term is defined in the CompuServe\nAgreement), WorldCom and AOL shall negotiate with each other in good faith, for\nso long as the Option remains exercisable and , if the Option is exercised by\nWorldCom, for 180 days following such exercise (the \"Negotiation Period\") with\nthe goal of entering into agreements and arrangements and engaging in\ntransactions which would, as closely as would be commercially reasonable at that\ntime and in accordance with applicable law (and taking into account the changed\nfacts and circumstances as they exist at that time), effectuate the intent and\npurposes of this Agreement and the transactions contemplated hereby. During the\nNegotiation Period, AOL and WorldCom shall each comply with the provisions of\nSections 5.4 and 5.10.\n\n                                   ARTICLE VI\n\n                                  TAX MATTERS\n\n     6.1 Section 338 Election. (a) The parties intend that the acquisition of\nANS by WorldCom will constitute a qualified stock purchase within the meaning of\nSection 338(d)(3) of the Code. At the request of WorldCom, AOL (as the common\nparent of the selling consolidated group within the meaning of Section\n338(h)(10) of the Code), WorldCom, and ANS shall jointly make timely and\nirrevocable elections under Section 338(h)(10) of the Code (which elections\nshall be made with respect to ANS and each of the eligible ANS Entities\nrequested by WorldCom) and, if permissible, similar elections under any\napplicable state, local or foreign income tax laws (jointly, the \"Elections\").\nTo the extent WorldCom has requested an Election, AOL agrees to report the\ntransfer of ANS Shares (and the deemed sale of the shares of the affected ANS\nEntities) under this Agreement consistent with such Election and agrees not to\ntake any action that could cause such Election to be invalid, and shall take no\nposition contrary thereto unless required to do so pursuant to a determination\n(as defined in Section 1313(a) of the Code or any similar state, local or\nforeign tax provision).\n\n     (b)  To the extent WorldCom has requested an Election:\n\n          (i) To the extent possible, WorldCom, AOL, and ANS agree to execute at\n     the Closing any and all forms necessary to effectuate the Election\n     (including Internal Revenue Service Form 8023-A and any similar forms under\n     applicable state, local or foreign income tax laws (the \"Section 338\n     Forms\")).  In the event, however, any Section 338 Forms are not executed at\n     the Closing, WorldCom, AOL and ANS agree to prepare and complete each such\n     Section 338 Form no later than ten (10) Business Days prior to the date\n     such Section 338 Form is required to be filed.  AOL and WorldCom shall each\n     cause the Section 338 Forms to be duly executed by an authorized person for\n     AOL and WorldCom, in each case, and shall duly and timely file the Section\n     338 Forms in accordance with applicable tax laws and the terms of this\n     Agreement.\n\n          (ii) As soon as practicable after the Closing Date, WorldCom shall\n     deliver to AOL a written notice setting forth (with reasonable specificity)\n\n                                       41\n\n \n     WorldCom's good faith calculation of (1) the Modified Aggregate Deemed\n     Sales Price (as defined below) and the allocation thereof among the assets\n     of ANS and of the affected ANS Entities in accordance with the principles\n     of Treasury Regulation (S) 1.338(h)(10)-1(f)(1)(ii) and (2) the adjusted\n     grossed-up basis of the assets of ANS and of the assets of the affected ANS\n     Entities pursuant to Treasury Regulation (S) 1.338(h)(10)-1(e)(5) (the\n     \"Deemed Purchase Price\") (collectively, \"Buyer's Allocation\").  Within 20\n     Business Days after receipt thereof, AOL shall deliver to WorldCom written\n     notice indicating whether AOL agrees or disagrees with Buyer's Allocation.\n     If AOL agrees with Buyer's Allocation or if AOL fails to deliver such\n     written notice within such 20 Business Days, Buyer's Allocation shall\n     constitute the \"Agreed Allocation.\"  If AOL provides timely written notice\n     to WorldCom of any disagreement with Buyer's Allocation, the Agreed\n     Allocation shall be determined through the Tax Settlement Procedure.\n     Except as determined to the contrary by the appropriate taxing authority\n     upon an audit of its (or its Affiliates') Tax Returns, each of AOL, ANS and\n     the affected ANS Entities shall file all Tax Returns consistent with the\n     Agreed Allocation.  For purposes of this Section 6.1, the term \"Modified\n     Aggregate Deemed Sales Price\" shall mean the amount resulting from the\n     Elections, determined pursuant to Treasury Regulation (S) 1.338(h)(10)-1(f)\n     without regard to items described in Treasury Regulation (S) 1.338(h)(10)-\n     1(f)(4)(ii) (it being understood that AOL may take such items into account\n     in filing Tax Returns).\n\n     (c) For purposes of this Agreement, the \"Tax Settlement Procedure\" is as\nfollows:\n\n     Upon receipt by AOL or by WorldCom, as the case may be (the \"Calculating\nParty\"), of notice from the other party (the \"Disputing Party\") of disagreement\nwith any Tax calculation or determination supplied by the Calculating Party, the\nCalculating Party and the Disputing Party shall begin good faith negotiations to\nresolve such disagreement.  If the Calculating Party and the Disputing Party are\nable to resolve such disagreement within ten (10) Business Days after the\nCalculating Party's receipt of notice of disagreement (or any longer period\nmutually agreed to by the parties), the relevant amount will become the amount\nagreed upon by the Calculating Party and the Disputing Party.  If the\nCalculating Party and the Disputing Party are unable to resolve any disagreement\nwithin ten (10) Business Days after the Calculating Party's receipt of notice of\ndisagreement, the Calculating Party and the Disputing Party shall jointly\nrequest the Tax Settlement Auditor referred to below to resolve any issue in\ndispute as soon as possible and shall cooperate with the Tax Settlement Auditor\nto resolve such dispute.  The Tax Settlement  Auditor shall be the national\noffice of Price Waterhouse; provided that if, Price Waterhouse shall, at the\ntime, be serving as the independent public accountants of either WorldCom or AOL\nor shall otherwise have a material relationship with either of them, then the\nTax Settlement Auditor shall be the national office of KPMG Peat Marwick, or, if\nKPMG Peat Marwick shall have such a material relationship, the national office\nof another accounting firm mutually satisfactory to WorldCom and AOL. The Tax\nSettlement Auditor shall make a determination with respect to all disputed\nissues, which determination shall be set forth in a written report delivered to\nthe Calculating Party and the Disputing Party.  The Calculating Party and the\nDisputing Party shall each pay one-half of the fees and expenses of the Tax\nSettlement Auditor with respect to such determination.\n\n                                       42\n\n \n     6.2  Tax Indemnification. (a) AOL and the AOL Entities (other than ANS and\nthe ANS Entities) jointly and severally shall be responsible for, shall pay or\ncause to be paid, and shall indemnify and hold harmless WorldCom and any\nWorldCom affiliates and, after the Closing, ANS and the ANS Entities and each of\ntheir respective successors-in-interest from and against any and all Losses and\nExpenses for or in respect of each of the following:\n\n          (i) Any and all Taxes with respect to any taxable period of ANS or any\n     of the ANS Entities (or any predecessor) ending on or before the Closing\n     Date (including any and all Taxes arising as a result of the Elections),\n     but excluding any transactions occurring after the Closing (other than the\n     Elections) which are not related to the transfer of ANS Shares and the\n     other transactions contemplated by this Agreement (\"Excluded\n     Transactions\");\n\n          (ii) Any and all Taxes resulting from ANS or any of the ANS Entities\n     (or any predecessor) having been (or ceasing to be) included in any\n     affiliated, consolidated, combined or unitary Tax Return that included ANS\n     or any of the ANS Entities (or any predecessor) for any taxable period (or\n     portion thereof) ending on or before the Closing Date (including any\n     liability for Taxes resulting from an acceleration of an \"intercompany\n     transaction\" within the meaning of Treasury Regulation (S) 1.1502-13(d),\n     any deferred income triggered by Treasury Regulation (S) 1.1502-14, and any\n     excess loss accounts taken into income under Treasury Regulation (S)\n     1.1502-19 or any analogous or similar provisions under state, local or\n     foreign law or any predecessor provision or regulation) that occurred on or\n     before the Closing Date (but excluding the Excluded Transactions);\n\n          (iii)  Any and all Taxes of any member of an affiliated, consolidated,\n     combined or unitary group (other than ANS or any ANS Entity) of which ANS\n     or any ANS Entity (or any predecessor) is or was a member on or prior to\n     the Closing Date, by reason of the liability of ANS or any ANS Entity (i)\n     pursuant to Treasury Regulation (S) 1.1502-6(a) or any analogous or similar\n     state, local or foreign law or regulation, (ii) as a transferee or\n     successor, or (iii) by contract or otherwise (including under any Tax\n     sharing, Tax indemnity, Tax allocation or similar contracts (whether or not\n     written) to which ANS or any of the ANS Entities, any predecessor of ANS or\n     any of the ANS Entities, or any transferor to ANS or any of the ANS\n     Entities, is a party or is obligated thereunder;\n\n          (iv) Any and all Employment and Withholding Taxes;\n\n          (v) To the extent not previously paid, any and all real property Taxes\n     allocable to ANS or any ANS Entity (or any predecessor) pursuant to Section\n     6.2(c) hereof (excluding real property Taxes resulting from the Excluded\n     Transactions and any increase in real property Taxes arising from a\n     revaluation of the property as a result of the sale of ANS Shares or the\n     Elections);\n\n          (vi) Any and all Taxes allocable to AOL, ANS or any ANS Entity\n     pursuant to Section 6.2(c) hereof and not previously paid thereunder; and\n\n                                       43\n\n \n          (vii)  Any breach by AOL or any AOL Entity of any representation,\n     warranty or covenant contained in Section 3.10 or Section 6.2.\n\n     (b) WorldCom agrees to indemnify and hold harmless AOL and the other AOL\nEntities from and against (and AOL and the other AOL Entities shall have no\nliability under Section 6.2(a) on account of) any and all Losses and Expenses\nfor or in respect of any and all Taxes of ANS or any of the ANS Entities (or any\npredecessor) that are not described in Section 6.2(a) (including Taxes resulting\nfrom an Excluded Transaction), except for such Taxes arising from a breach of a\nrepresentation or warranty contained in Section 3.10, to the extent such\nrepresentation or warranty has not expired pursuant to Section 5.2.\n\n     (c) AOL and WorldCom shall, to the extent permitted by applicable law,\nelect with the relevant taxing authority to close the taxable period of ANS and\nthe ANS Entities on the Closing Date.  In any case where applicable law does not\npermit ANS or any ANS Entity to close its taxable year on the Closing Date (and\nin the case of Taxes described in Section 6.2(a)(v)), Taxes attributable to the\ntaxable period of ANS or a ANS Entity beginning on or before and ending after\nthe Closing Date shall be allocated (i) to AOL for the period up to and\nincluding the Closing Date (excluding any Excluded Transaction and any increase\nin real property Taxes arising from a revaluation of the property as a result of\nthe sale of ANS Shares or the Elections), and (ii) to WorldCom for the period\nsubsequent to the Closing Date (including any Excluded Transaction and any\nincrease in real property Taxes arising from a revaluation of the property as a\nresult of the sale of ANS Shares or the Elections).  Any allocation required to\ndetermine any Taxes attributable to any period beginning on or before and ending\nafter the Closing Date (including any Taxes resulting from a Tax audit or\nadministrative or court proceeding) shall be made by means of a closing of the\nbooks and records of ANS and the ANS Entities as of the close of business on the\nClosing Date, excluding any Excluded Transaction, and, to the extent not\nsusceptible to such allocation, by apportionment on the basis of elapsed days,\nexcept that extraordinary items described in Treasury Regulation (S) 1.1502-\n76(b)(2)(ii)(C) shall be allocated to the day that they are taken into account.\nReal property Taxes (excluding those arising from any Excluded Transaction and\nany increase in such Taxes arising from a revaluation of the property as a\nresult of the sale of ANS Shares or the Elections) shall be allocated on the\nbasis of elapsed days.\n\n     (d)  (i)  Promptly after receipt by WorldCom, ANS or any of the ANS\n     Entities of written notice of the assertion or commencement of any claim,\n     audit, examination, or other proposed change or adjustment by any taxing\n     authority concerning any Tax covered by Section 6.2(a) (each a \"Tax\n     Claim\"), WorldCom shall notify AOL.  Such notice shall contain factual\n     information (to the extent known by WorldCom, ANS or any of the ANS\n     Entities) describing the asserted Tax Claim in reasonable detail and shall\n     include copies of any notice or other document received from any taxing\n     authority in respect of any such asserted Tax Claim.  The failure of\n     WorldCom to give AOL prompt notice as provided herein shall not relieve AOL\n     of any of its obligations under Section 6.2, except to the extent that AOL\n     is materially prejudiced by such failure.\n\n                                       44\n\n \n          (ii) AOL shall promptly notify WorldCom of the commencement of any\n     claim, audit, examination or other proposed change or adjustment by any\n     taxing authority which could reasonably be expected to affect the liability\n     of ANS or any of the ANS Entities for Taxes.  Such notice shall contain\n     factual information (to the extent known by AOL or any AOL Entity)\n     describing the asserted Tax Claim in reasonable detail and shall include\n     copies of any notice or other document received from any taxing authority\n     in respect of any such asserted Tax Claim. The failure of AOL to give\n     WorldCom prompt notice as provided herein shall not relieve WorldCom of any\n     of its obligations under Section 6.2, except and only to the extent that\n     WorldCom or any of the WorldCom Entities (including ANS and any of the ANS\n     Entities) is materially prejudiced by such failure.\n\n          (iii)  AOL shall have the sole right to represent ANS's or any of the\n     ANS Entities' interests in any Tax audit or administrative or court\n     proceeding relating to any Tax covered by Section 6.2(a) and to employ\n     counsel of its choice, provided that (A) with respect to any taxable period\n     referred to in Sections 6.2(a)(v) or (vi) hereof or ending after the\n     Closing Date or (B) if the results of such Tax audit or proceeding could\n     reasonably be expected to be material to WorldCom, ANS, or their Affiliates\n     for any taxable period including or ending after the Closing Date, then AOL\n     and WorldCom shall jointly control the defense and settlement of any such\n     Tax audit or proceeding and each party shall cooperate with the other party\n     at its own expense and there shall be no settlement or closing or other\n     agreement with respect thereto without the consent of the other party,\n     which consent shall not be unreasonably withheld provided; however, for a\n     Tax audit or proceeding with respect to any Seller Consolidated and\n     Combined Return, WorldCom shall only be entitled to participate actively\n     with respect to those issues as to which they have an interest and not\n     control jointly the settlement of the entire audit.  AOL shall promptly\n     notify WorldCom if it decides not to control the defense or settlement of\n     any such Tax audit or administrative or court proceeding and WorldCom\n     thereupon shall be permitted to defend and settle such Tax audit or\n     proceeding.\n\n     (e)  (i)  AOL shall properly prepare or cause to be properly prepared, and\n     shall timely file or cause to be timely filed, (x) all Tax Returns which\n     include ANS or any ANS Entities required to be filed on or before the\n     Closing Date, and (y) all Tax Returns which include ANS or any ANS Entities\n     or their assets or operations for all taxable periods of ANS and of the ANS\n     Entities ending on or before the Closing Date (which Tax Returns shall\n     include ANS and the ANS Entities and the reportable items from the assets\n     or operations of ANS and the ANS Entities through and including the Closing\n     Date).  Such Tax Returns (insofar as they relate to ANS or any of the ANS\n     Entities) shall be prepared in a manner consistent with past practices and\n     prior audit adjustments and AOL shall pay or cause to be paid all Taxes\n     shown as due on such Tax Returns or otherwise levied or assessed upon ANS\n     or any of the ANS Entities or any of their assets on or prior to the\n     Closing Date.  Insofar as they relate to ANS and the ANS Entities, such Tax\n     Returns shall be provided to WorldCom for WorldCom's review and comment 20\n     Business Days prior to filing, and WorldCom shall be entitled to suggest to\n     AOL any reasonable changes to such Tax Returns, which suggestions may be\n\n                                       45\n\n \n     rejected by AOL in its discretion.  Any disagreement between the parties\n     will be resolved through the Tax Settlement Procedure.  AOL shall,\n     subsequent to the Closing Date, provide written notice to AOL of its intent\n     to file any amended Tax Return or claim for refund with respect to any\n     taxable period ending on or prior to the Closing Date that could reasonably\n     be expected to be material to WorldCom, ANS, or their Affiliates for any\n     taxable period including or ending after the Closing Date, and AOL shall\n     not make such filing without the consent of WorldCom, which consent shall\n     not be unreasonably withheld.\n\n          (ii) Except as set forth in clause (i) above, WorldCom shall be\n     responsible for the filing and payment (subject to WorldCom's right to\n     indemnification to the extent provided in Section 6.2(a)) of all other Tax\n     Returns required to be filed after the Closing Date by or on behalf of ANS\n     and any of the ANS Entities, or with respect to their assets and\n     operations. WorldCom shall, subsequent to the Closing Date, provide written\n     notice to AOL of its intent to file any amended Tax Return that could\n     reasonably be expected to be material to AOL, and WorldCom shall not make\n     such filing without the consent of AOL, which consent shall not be\n     unreasonably withheld.\n\n          (iii)  With respect to any Tax Return required to be filed by WorldCom\n     for a taxable period of ANS or any of the ANS Entities beginning on or\n     before the Closing Date and ending after the Closing Date, WorldCom shall\n     deliver, at least 20 Business Days prior to the due date for filing such\n     Tax Return (including extensions), to AOL a statement setting forth the\n     amount of Tax allocated to AOL pursuant to Section 6.2(c), (the \"Tax\n     Statement\") and copies of such Tax Returns, and WorldCom shall cause ANS\n     and the ANS Entities to pay all Taxes shown as due on such Tax Returns. AOL\n     shall have the right to review such Tax Return and the Tax Statement prior\n     to the filing of such Tax Return and to suggest to WorldCom any reasonable\n     changes to such Tax Returns.  Any disagreement between the parties will be\n     resolved through the Tax Settlement Procedure.  If the Tax Settlement\n     Auditor is unable to make a determination with respect to any disputed\n     issue within five (5) Business Days prior to the due date (including\n     extensions) for the filing of the Tax Return in question, then WorldCom may\n     file such Tax Return on the due date (including extensions) therefor\n     without such determination having been made and without AOL's consent.\n     Notwithstanding the filing of such Tax Return, the Tax Settlement Auditor\n     shall make a determination with respect to any disputed issue, and the\n     amount of Taxes that are allocated to AOL pursuant to Section 6.2(c) or\n     Section 6.2(a)(v), as the case may be, shall be as determined by the Tax\n     Settlement Auditor.  The fees and expenses of the Tax Settlement Auditor\n     shall be paid one-half by WorldCom, on the one hand, and one-half by AOL,\n     on the other.  Nothing in this Section 6.2(e)(iii) shall excuse AOL from\n     its indemnification obligations pursuant to Section 6.2 hereof if the\n     amount of Taxes as ultimately determined (on audit or otherwise), for the\n     periods covered by such Tax Returns and which are allocable to AOL pursuant\n     to Section 6.2(c) or Section 6.2(a)(v), as the case may be, exceeds the\n     amount determined under this Section 6.2(e)(iii).\n\n          (iv) AOL and WorldCom shall cooperate fully with each other and make\n     available to each other in a timely fashion such Tax data and other\n\n                                       46\n\n \n     information as may be reasonably required by AOL or WorldCom for the\n     preparation and timely filing of any Tax Returns required to be prepared\n     and filed by AOL or WorldCom hereunder, or in connection with the\n     preparation or filing of any election, claim for refund, consent or\n     certification.\n\n     (f) AOL and WorldCom shall provide to each other, and WorldCom shall cause\nANS and the ANS Entities to provide to AOL, full access, at any reasonable time\nand from time to time, at the business location at which the books and records\nare maintained, after the Closing Date, to such Tax data of ANS and the ANS\nEntities as AOL or WorldCom, as the case may be, may from time to time\nreasonably request and shall furnish, and request the independent accountants\nand legal counsel of AOL, WorldCom, ANS and the ANS Entities to furnish to AOL,\nWorldCom, ANS or the ANS Entities as the case may be, such additional Tax and\nother information and documents in the possession of such persons as AOL,\nWorldCom, ANS or the ANS Entities may from time to time reasonably request.\n\n     (g) Any claim for indemnity hereunder may be made at any time prior to 60\nBusiness Days after the expiration of the applicable Tax statute of limitations\nwith respect to the relevant taxable period (including all extensions obtained,\nwhether automatic or permissive).\n\n     (h) The party seeking indemnification or other payment pursuant to this\nSection 6.2 shall give the other party written notice of claim for\nindemnification or payment, which notice shall include a calculation of the\namount of the requested indemnity or other payment and shall furnish to the\nother party copies of all books, records and other information reasonably\nrequested by the other party to the extent necessary to substantiate such claim\nand verify the amount thereof.  If reasonably necessary in order to make or\nsubstantiate a claim (or to determine if a claim should be made), each party\nshall be permitted access to the other party's books, records and other\ninformation in connection therewith.  The party requested to make any indemnity\nor other payment pursuant to this Section 6.2 shall deliver to the party\nrequesting payment, within 20 Business Days after receiving both the foregoing\nnotice and all books, records and other information reasonably requested by it,\na detailed statement describing its objections (if any) thereto.  Any such\nobjections will be resolved through the Tax Settlement Procedure.\n\n     (i) AOL shall be responsible for, shall pay or cause to be paid, and shall\nindemnify and hold harmless WorldCom, ANS, and the ANS Entities, from and\nagainst any Losses and Expenses arising after the Closing Date arising under any\nTax sharing, Tax indemnity, Tax allocation or similar contracts (whether or not\nwritten) to which ANS or any of the ANS Entities, any predecessor of ANS or any\nof the ANS Entities, or any transferor to ANS or any of the ANS Entities, is a\nparty or is obligated thereunder, in each case on or prior to the Closing Date.\nNone of WorldCom, ANS or any of the ANS Entities shall have any liability\npursuant to any such agreement after the Closing Date.\n\n     6.3 Tax Related Adjustments. (a) AOL and WorldCom agree that any indemnity\npayment made under this Agreement shall be treated by the parties on their Tax\nReturns as an adjustment to the Purchase Price. If, notwithstanding such\ntreatment by the parties, any indemnity payment is determined to be taxable to\n(i) AOL (other than as an adjustment to the \n\n                                       47\n\n \nPurchase Price) or (ii) WorldCom, ANS or any ANS Entity, for federal income Tax\npurposes by the IRS, the indemnifying party shall indemnify the indemnified\nparty for any additional federal income Taxes payable by the indemnified party\nby reason of the receipt or accrual of such indemnity payment (including any\npayments under this Section 6.3).\n\n     (b) An indemnity payment otherwise due and payable hereunder shall be\ndecreased (but not below zero) to the extent of any net actual reduction in\nfederal income Tax liability that is actually realized by the indemnified party\nat the time of its payment of an indemnifiable loss.\n\n     (c) Except as provided in Section 6.3(d), WorldCom shall pay to AOL, any\nrefund of any Tax for which AOL is responsible under Section 6.2(a) other than\nas a result of a carryback of any credit or deduction from a taxable year ending\nafter the Closing Date.  WorldCom shall pay to AOL such refund (including\ninterest received thereon) (reduced by any actual Tax increase or actual Tax\ndetriment to WorldCom, ANS or any of the ANS Entities as a result of the receipt\nthereof, but increased by any actual Tax benefit resulting from such payment)\npromptly upon receipt thereof by the recipient thereof.  WorldCom shall, if AOL\nrequests, cause the relevant entity to file for and obtain any refunds or\nequivalent amounts to which AOL is entitled under this Section 6.3(c), and\nWorldCom shall permit AOL to principally control the prosecution of any such\nrefund claim, provided, however, that WorldCom must consent to any such refund\nclaim, which consent may not be unreasonably withheld, and that any such refund\nclaim shall be at the sole expense of the AOL.\n\n     (d) AOL agrees that to the extent that ANS or any of the ANS Entities\nrealizes any Tax attribute after the Closing Date that either is required to be\nor optionally may be carried back to a taxable period ending on or prior to the\nClosing Date, AOL shall, at WorldCom's sole expense, permit such carryback,\nshall cooperate in the filing of any required returns or claims for refund and\nshall pay WorldCom any Tax refund received (including interest received thereon)\n(reduced by any actual Tax increase or Tax detriment to AOL as a result of the\nreceipt thereof but incurred by any actual Tax benefit resulting from such\npayment) or the amount of any reduction in Taxes so obtained by the Seller Group\n(as hereinafter defined); provided, however, in the event that any Tax attribute\ngenerated after the Closing Date by WorldCom, ANS or any ANS Entity or any\nmember of any affiliated group (or other group filing on a combined basis) of\nwhich any thereof is a member (any of the foregoing being referred to herein as\na \"Buyer Group Member\") is carried back to a taxable year (or portion thereof)\nof AOL's affiliated group (or other group filing on a combined basis of which\nANS or any of the ANS Entities is a member) (the \"Seller Group\") that ended on\nor prior to the Closing Date and, as a result of such carryback, any Tax\nattribute generated by the Seller Group (whether in the same year or in a prior\nor subsequent year) is not capable of being carried back or forward to the same\nextent it would have been had no such Buyer Group carryback occurred, such\nrefund to WorldCom shall be reduced by an amount sufficient to place the Seller\nGroup in the same position as it would have been in if no such carryback\noccurred (except that AOL shall pay WorldCom (when and as actually realized) any\nrefund of Taxes or actual reduction of Taxes otherwise payable by the Seller\nGroup that is subsequently realized by the Seller Group as a result of the\nSeller Group's use of any Tax attributes that would otherwise have been utilized\n\n                                       48\n\n \nby the Seller Group earlier had the Tax attribute of WorldCom, ANS or any ANS\nEntity (or any other Buyer Group Member) not been so carried back.\n\n     6.4 Transfer Taxes. All transfer, documentary, sales, use, stamp,\nregistration and other Taxes and fees (including any penalties and interest)\nincurred in connection with the effectuation of the transfer of ANS Shares and\nthe ANS Network Assets to WorldCom shall be paid by AOL when due; and all\ntransfer, documentary, sales, use, stamp, registration and other Taxes and fees\n(including any penalties and interest) incurred in connection with the\neffectuation of the transfer of the CompuServe Assets to AOL or its designee or\ndesignees shall be paid by WorldCom when due. The party obligated to pay such\nTaxes and fees shall, at its own expense, file all necessary Tax Returns and\nother documentation with respect to the applicable transfer, documentary, sales,\nuse, stamp, registration and other Taxes and fees. If required by applicable\nlaw, WorldCom and AOL will, and will cause their affiliates to, join in the\nexecution of any such Tax Returns and other documentation prepared by the other.\n\n                                  ARTICLE VII\n\n                             CONDITIONS TO CLOSING\n\n     7.1 Mutual Conditions. The respective obligations of each party to\nconsummate the Purchase and Sale and the other transactions contemplated hereby\nshall be subject to the satisfaction, at or prior to the Closing Date, of the\nfollowing conditions:\n\n     (a) Any mandatory waiting period (and any extension thereof) applicable to\nthe consummation of the Purchase and Sale under the HSR Act shall have expired\nor been terminated.\n\n     (b) Any mandatory waiting period (and any extension thereof) applicable to\nthe consummation of the Purchase and Sale under any foreign competition law or\nsimilar law shall have expired or been terminated.\n\n     (c) The transactions contemplated by the CompuServe Agreement shall have\nbeen consummated.\n\n     7.2 Conditions to Obligations of WorldCom. The obligation of WorldCom to\nconsummate the Purchase and Sale and the other transactions contemplated hereby\nshall be subject to the satisfaction, at or prior to the Closing Date of the\nfollowing conditions (any of which may be waived prior to the Closing by\nWorldCom):\n\n     (a) The representations and warranties of AOL and ANS set forth in\nthis Agreement that are qualified by Material Adverse Effect or otherwise as to\nmateriality shall be true and correct, and those that are not so qualified shall\nbe true and correct except for failures to be true and correct as would not have\na Material Adverse Effect with respect to ANS or, after the Closing Date, a\nMaterial Adverse Effect with respect to WorldCom or ANS, as of the date of this\nAgreement and as of the Closing Date as though made on and as of the Closing,\nexcept to the \n\n                                       49\n\n \nextent that such representations and warranties are expressly related to a\nspecific earlier date (in which case such representations and warranties that\nare qualified by a Material Adverse Effect shall be true and correct, and those\nthat are not so qualified shall be true and correct except for failures to be\ntrue and correct as would not, individually or in the aggregate have a Material\nAdverse Effect with respect to ANS or, after the Closing, a Material Adverse\nEffect with respect to WorldCom or ANS, on and as of such earlier date). None of\nthe representations or warranties regarding CompuServe or any of the CompuServe\nEntities contained in Article III, disregarding any qualifications regarding\nmateriality, Material, Material Adverse Change or Material Adverse Effect, shall\nbe untrue or incorrect, except for such untrue or incorrect representations or\nwarranties that, when taken as a whole, do not constitute a Material Adverse\nEffect.\n\n     (b) Each of the covenants and agreements of AOL and ANS to be\nperformed or observed at or prior to the Closing Date pursuant to the terms\nhereof shall have been duly performed or observed except where such failure\nwould not have a Material Adverse Effect with respect to ANS or would not\nmaterially impair the ability of WorldCom to consummate the Purchase and Sale\nand the other transactions contemplated hereby.\n\n     (c) No Governmental Entity shall have enacted, issued, promulgated,\nenforced or entered any statute, rule, regulation, injunction or other order\nwhether temporary, preliminary or permanent which is in effect or which has or\nwould have the effect of making the transactions contemplated by this Agreement\nillegal or restraining or prohibiting consummation of such transaction or\nimposing material restrictions on the conduct of WorldCom's or any WorldCom\nEntity's business following the consummation of such transactions.\n\n     (d) WorldCom shall have been furnished with certificates, executed by\nduly authorized officers of AOL dated the Closing Date, certifying as to the\nfulfillment of the conditions set forth in the immediately preceding clauses (a)\nand (b).\n\n     (e) WorldCom shall have received opinions in form and substance\nreasonably acceptable to WorldCom from Mintz, Levin, Cohn, Ferris, Glovsky and\nPopeo, P.C. as to the due organization, valid existence and good standing and\ncorporate authority of AOL; as to the due organization, valid existence and good\nstanding and corporate authority of ANS; and the due authorization of the\nexecution and delivery of this Agreement and the enforceability of this\nAgreement against such of the aforesaid entities in accordance with its terms as\nof the Closing Date.\n\n     (f) AOL shall have executed and delivered to WorldCom and ANS the\nAssignment and Assumption Agreement, the Agreement to Form Business Entity, the\nNoncompetition and Nonsolicitation Agreement, the Transition Services Agreement\nand the Network Services Agreements and shall have delivered to WorldCom the Key\nEmployee Agreements as required by Section 5.17.\n\n     (g) Neither ANS nor any ANS Entity shall have suffered a Material Adverse\nChange from the date of the Balance Sheet to the Closing Date.\n\n                                       50\n\n \n     7.3 Conditions to Obligations of AOL and ANS. The respective obligations of\nAOL and ANS to consummate the Purchase and Sale and the other transactions\ncontemplated hereby shall be subject to the satisfaction, at or prior to the\nClosing Date of the following conditions (any of which may be waived by AOL\nprior to the Closing Date):\n\n     (a) The representations and warranties of WorldCom set forth in this\nAgreement that are qualified by Material Adverse Effect or otherwise as to\nmateriality shall be true and correct, and those that are not so qualified shall\nbe true and correct except for failures to be true and correct as would not have\na Material Adverse Effect with respect to WorldCom, as of the date of this\nAgreement and as of the Closing Date as though made on and as of the Closing\nDate, except to the extent that such representations and warranties are\nexpressly restricted to a specific earlier date (in which case such\nrepresentations and warranties that are qualified by a Material Adverse Effect\nshall be true and correct, and those that are not so qualified shall be true and\ncorrect except for failures to be true and correct as would not, individually or\nin the aggregate have a Material Adverse Effect with respect to WorldCom on and\nas of such earlier date).  None of the representations or warranties regarding\nWorldCom or any of the WorldCom Entities contained in Article IV, disregarding\nany qualifications regarding materiality, Material, Material Adverse Change or\nMaterial Adverse Effect, shall be untrue or incorrect, except for such untrue or\nincorrect representations or warranties that, when taken as a whole, do not\nconstitute a Material Adverse Effect.  Notwithstanding the foregoing, if there\nshould occur a Material Adverse Change with respect to the CompuServe Online\nServices Business, that shall not limit or affect the obligations of AOL to\nproceed with the transactions described herein, but the adjustment provision of\nSection 1.11 shall be applicable.\n\n     (b) WorldCom shall have paid the Cash Consideration, adjusted as provided\nin Section 1.3(b)(i), shall have executed and delivered to AOL the Assignment\nand Assumption Agreement, shall have executed and delivered to AOL or its\ndesignee or designees the Bill of Sale and other appropriate documents of\ntransfer relating to the CompuServe Assets, providing for the transfer to AOL or\nsuch designee or designees of all of the CompuServe Assets, subject to the\nCompuServe Liabilities, free and clear of any Liens or Other Encumbrances which\nwould have a Material Adverse Effect on the CompuServe Online Services Business;\nprovided, that if there shall have occurred a Material Adverse Change with\nrespect to the CompuServe Online Services Business, that shall not limit or\naffect the obligations of AOL to proceed with the transactions described herein,\nbut the adjustment provision of Section 1.11 shall be applicable.\n\n     (c) Each of the covenants and agreements of WorldCom to be performed or\nobserved at or prior to the Closing Date pursuant to the terms hereof shall have\nbeen duly performed or observed except where such failure would not have a\nMaterial Adverse Effect with respect to ANS or would not materially impair the\nability of AOL or ANS to consummate the Purchase and Sale and the other\ntransactions contemplated hereby.\n\n     (d) No Governmental Entity shall have enacted, issued, promulgated,\nenforced or entered any statute, rule, regulation, or injunction (other than a\ntemporary restraining order) which would have the effect of making the\ntransactions contemplated by this Agreement illegal or prohibiting consummation\nof such transaction.\n\n                                       51\n\n \n     (e) Each of AOL and ANS shall have been furnished with a certificate,\nexecuted by duly authorized officers of WorldCom, dated the Closing Date,\ncertifying as to the fulfillment of the conditions set forth in clauses (a) and\n(c) above.\n\n     (f) WorldCom shall have made arrangements for the release of the\nobligations of AOL in respect of the lease obligations of ANS or ANS Entities\nwhich are described on Schedule 7.3(f), or for indemnification of AOL by\nWorldCom of any liability which may be incurred by AOL subsequent to the Closing\nin respect of any such guarantee.\n\n     (g) Each of AOL and ANS shall have received opinions in form and\nsubstance reasonably satisfactory to them from Bryan Cave LLP as to the due\nincorporation, valid existence and corporate authority of WorldCom, the due\nauthorization of the execution and delivery of this Agreement by WorldCom, and\nthe enforceability of this Agreement against WorldCom in accordance with its\nterms as of the Closing Date.\n\n     (h) WorldCom, ANS and\/or any of the other WorldCom Entities shall have\nexecuted and delivered to AOL the Agreement to Form Business Entity, the\nTransition Services Agreement and the Network Services Agreements.\n\n     (i) If there shall be any Delayed Assets, WorldCom shall confirm to AOL at\nthe Closing its obligations in respect of such Delayed Assets as provided in\nSection 1.4.\n\n     (j) The Merger shall have been consummated as provided in the CompuServe\nAgreement, and there shall have been no amendments to the CompuServe Agreement\nor waivers of any obligations of Block or any other parties thereunder, which\namendment or waiver would materially and adversely affect the interests of AOL\nin respect of the CompuServe Assets, the CompuServe Online Services Business or\nthe transactions contemplated under this Agreement.\n\n                                  ARTICLE VIII\n\n                       TERMINATION, AMENDMENT AND WAIVER\n\n     8.1 Termination. This Agreement may be terminated at any time prior to the\nClosing:\n\n     (a)  By mutual written consent of WorldCom and AOL;\n\n     (b)  By either of WorldCom or AOL:\n\n          (i) If the Closing shall not have occurred on or before March 1, 1998,\n     unless the failure to do so is the result of a breach of this Agreement by\n     the party seeking to terminate this Agreement (which party shall be deemed\n     to include AOL and ANS, if AOL is seeking to terminate this Agreement or\n\n          (ii)  If the CompuServe Agreement is terminated;\n\n                                       52\n\n \n     (c) By WorldCom or AOL in the event the non-terminating party breaches\nSection 5.10;\n\n     (d) By WorldCom, in the event of a breach by AOL or ANS of any\nrepresentation, warranty, covenant or other agreement contained in this\nAgreement which (i) would result in the failure of a condition set forth Section\n7.2(a) or (b) and (ii) cannot be or has not been cured by March 1, 1998 (an \"AOL\nMaterial Breach\"), provided that there is not then a WorldCom Material Breach\n(as hereinafter defined); or\n\n     (e) By AOL, in the event of a breach by WorldCom of any representation,\nwarranty, covenant or other agreement contained in this Agreement which (i)\nwould result in the failure of a condition set forth in Section 7.3(a) or (c)\nand (ii) cannot be or has not been cured by March 1, 1998 (a \"WorldCom Material\nBreach\"), provided that there is not then an AOL Material Breach.\n\n     8.2 Effect of Termination. In the event of termination of this Agreement as\nprovided in Section 8.1, this Agreement shall forthwith become void and be of no\nfurther legal effect, without any liability or obligation on the part of any\nparty, other than the provisions of this Section 8.2 and Sections 5.2, 5.5,\n5.24, 8.3, 8.4, 8.5, 9.2, 9.3, 9.4, 9.5, 9.8, 9.9, 9.10, 9.11 and 9.12 and\nexcept that nothing herein shall relieve any party from liability for any\nwillful and material breach by a party of any of its representations,\nwarranties, covenants or agreements set forth in this Agreement.\n\n     8.3 Amendment. This Agreement may not be amended except by an instrument in\nwriting signed on behalf of AOL, ANS and WorldCom by their respective duly\nauthorized officers.\n\n     8.4 Waiver. The parties hereto may waive any provision of this Agreement by\na writing signed by the party against whom the waiver is to be effective by a\nduly authorized officer. No failure or delay by any party in exercising any\nright, power or privilege hereunder shall operate as a waiver thereof nor shall\nany single or partial exercise thereof preclude any other or further exercise\nthereof or the exercise of any other right, power or privilege. The rights\nherein provided shall be cumulative.\n\n     8.5  Expenses.\n\n     (a) At the Closing, AOL shall pay (except as otherwise provided herein) all\ncosts and expenses incurred by it and by ANS and any AOL Entity (including the\nfees, commissions and expenses of all investment bankers, financial advisors,\nlegal advisors, consultants and accountants) in connection with this Agreement\nand the transactions contemplated hereby and in connection with any and all\ndiscussions, negotiations and other activities concerning any previously\ncontemplated possible merger, acquisition or other similar transaction with\nCompuServe or any party affiliated with CompuServe. Notwithstanding the\nforegoing, if this Agreement is terminated (i) by WorldCom pursuant to Section\n8.1(c) or Section 8.1(d) (if as a result of a willful breach by AOL or ANS), or\n(ii) by AOL pursuant to Section 8.1(c) or Section 8.1(e) (if as a result of a\nwillful breach by WorldCom), then in the case of clause (i) AOL shall \n\n                                       53\n\n \nbe obligated to pay, and shall forthwith pay, to WorldCom the amount of\n$15,000,000 or in the case of clause (ii), WorldCom shall be obligated to pay,\nand shall forthwith pay, to AOL the aggregate amount of $15,000,000.\n\n     (b) AOL, ANS and WorldCom acknowledge that the provisions for the\nallocation of expenses in Section 8.5 are integral parts of the transactions\ncontemplated by this Agreement and that, without these provisions, they would\nnot have entered into this Agreement.  Accordingly, if an expense reimbursement\nor fee shall become due and payable by either party, and such party shall fail\nto pay such expense or fee when due pursuant to Section 8.5, and, in order to\nobtain such payment, suit is commenced which results in a judgment against such\nparty therefor, such party shall pay the other party's reasonable costs, fees\nand expenses (including reasonable attorneys' fees) in connection with such\nsuit, together with interest computed on any such amounts determined to be due\npursuant to Section 8.5 (computed from the date upon which such amounts were due\nand payable pursuant to Section 8.5 on the basis of the number of days elapsed)\nand such costs (computed from the date incurred) at the prime or base rate of\ninterest announced from time to time by NationsBank of Texas, N.A. for its most\nfavored borrowers.\n\n     (c) If Block, Block Group or CompuServe pays to WorldCom the fee set forth\nin Section 11.5(a) of the CompuServe Agreement, WorldCom shall pay 50 percent of\nsuch amount to AOL within five (5) days of receipt thereof, as a further\nreimbursement of expenses incurred by AOL in connection with the transactions\ndescribed hereunder.\n\n                                   ARTICLE IX\n                                        \n                                 MISCELLANEOUS\n\n     9.1 Representations and Warranties; Survival. The representations and\nwarranties of any party other than ANS in this Agreement or in any instrument\ndelivered pursuant to this Agreement shall survive the Closing and shall remain\nin effect for the applicable periods of indemnity provided in Section 5.2; ANS's\nrepresentations and warranties, however, in this Agreement or in any instrument\ndelivered pursuant to this Agreement, shall expire upon the Closing.\n\n     9.2 Notices. Any notices or other communications required or desired to be\ngiven hereunder shall be deemed to have been properly given if sent by hand\ndelivery, facsimile and overnight courier, registered or certified mail, return\nreceipt requested, postage prepaid, to the parties hereto at the following\naddresses, or at such other address as such party may advise the others in\nwriting from time to time by like notice:\n\n                                       54\n\n \n          If to WorldCom:\n\n               Charles T. Cannada\n               Senior Vice President--Corporate Development\n               WorldCom, Inc.\n               515 East Amite Street\n               Jackson, Mississippi 32901-2707\n               Facsimile: (601) 360-8615\n\n          with copies to:\n\n               Bryan Cave LLP\n               One Metropolitan Square, Suite 3600\n               St. Louis, Missouri  63102-2750\n               Attention:  R. Randall Wang\n               Facsimile:  (314) 259-2020\n\n          If to AOL or (prior to the Closing) ANS:\n\n               America Online, Inc.\n               Miles Gilburne\n               Senior Vice President, Corporate Development\n               America Online, Inc.\n               22000 AOL Way\n               Dulles, VA 20166\n               Telecopier: (703) 265-3995\n\n          with a copy to:\n\n               George Vradenburg III\n               Senior Vice President &amp; General Counsel\n               America Online, Inc.\n               22000 AOL Way\n               Dulles, VA 20166\n               Facsimile: (703) 265-3995\n\nAll such notices or other communications shall be deemed to have been duly given\non the date of hand delivery or telecopy or facsimile, if receipt is confirmed,\nor on the next Business Day following timely deposit of such communications with\novernight courier or on the third Business Day following the date of mailing, if\ndelivered by registered or certified mail.\n\n     9.3 Governing Law and Dispute Resolution. This Agreement shall be\ninterpreted, construed and enforced in accordance with the law of the State of\nDelaware, applied without giving effect to any conflicts-of-law principles,\nexcept to the extent that Georgia law is applicable to the internal affairs of\nWorldCom. Any dispute relating to this Agreement or the \n\n                                       55\n\n \ntransactions contemplated hereby shall be resolved in the state courts of\ngeneral jurisdiction, or the Chancery Court if it has subject matter\njurisdiction, of the State of Delaware or in the United States District Court\nfor the District of Delaware. Each party irrevocably submits to such courts'\nexclusive jurisdiction and acknowledges that such courts are a convenient forum\nand consents to service of process at the address for such party set forth in\nSection 9.2.\n\n     9.4 Specific Performance. Each party acknowledges and agrees that, in the\nevent of an actual or threatened breach of any of the provisions of this\nAgreement by such party, the harm to the others will be immediate, substantial\nand irreparable and that monetary damages will be inadequate. Accordingly, each\nparty agrees that, in such an event, the others will be entitled to equitable\nrelief, including an injunction and an order of specific performance, in\naddition to any and all other remedies at law or in equity.\n\n     9.5 Severability. The provisions of this Agreement shall be deemed\nseverable and the invalidity or unenforceability of any provision shall not\naffect the validity or enforceability of the other provisions hereof. If any\nprovision of this Agreement or the application thereof to any Person or any\ncircumstance, is invalid or unenforceable, (a) a suitable and equitable\nprovision shall be substituted therefor in order to carry out, so far as may be\nvalid and enforceable, the intent and purpose of such invalid or unenforceable\nprovision and (b) the remainder of this Agreement and the application of such\nprovision to other persons, entities or circumstances shall not be affected by\nsuch invalidity or unenforceability, nor shall such invalidity or\nunenforceability affect the validity or enforceability of such provision, or the\napplication thereof, in any other jurisdiction.\n\n     9.6 Financial Information. Following the Closing, WorldCom will cooperate\nwith AOL in furnishing financial information to AOL relating to the CompuServe\nOnline Services Business for periods prior to the Closing (to the extent\nWorldCom acquires or has access to such information through its acquisition of\nCompuServe in the Merger), and shall, if so directed by AOL, request such\ninformation from CompuServe and from Block, and enforce its rights to require\ndelivery of information under the CompuServe Agreement, to the extent such\ninformation may be required by AOL to prepare financial information required to\nbe filed with the Securities and Exchange Commission.\n\n     9.7 Captions. The captions or headings in this Agreement are made for\nconvenience and general reference only and shall not be construed to describe,\ndefine or limit the scope or intent of the provisions of this Agreement.\n\n     9.8 Entire Agreement. This Agreement, including all exhibits and schedules\nattached hereto, contains the entire agreement of the parties and supersedes any\nand all prior or contemporaneous agreements between the parties except the\nConfidentiality Agreements, written or oral, with respect to the subject matter\nhereof and thereof.\n\n     9.9 Counterparts. This Agreement may be executed in several counterparts,\neach of which, when so executed, shall be deemed to be an original, and such\ncounterparts shall, together, constitute and be one and the same instrument.\n\n                                       56\n\n \n     9.10 Binding Effect; Assignability. This Agreement shall be binding on, and\nshall inure to the benefit of, the parties hereto, and their respective\nsuccessors and assigns, including, in the case of AOL, any affiliated entity to\nwhich it may assign or transfer any portion of the CompuServe Assets, and\nnothing in this Agreement, express or implied (other than the provisions of\nSection 5.2, which provisions are intended to benefit the Indemnified Parties\nand may be enforced by such beneficiaries), is intended to or shall confer upon\nany Person any right, benefit or remedy of nature whatsoever under or by virtue\nof this Agreement. No party may assign or delegate any right or obligation\nhereunder without the prior written consent of the other parties. Any assignment\nof rights or delegation of obligations not in compliance herewith shall be null\nand void.\n\n     9.11 No Rule of Construction. The parties acknowledge that this Agreement\nwas initially prepared by WorldCom, and that all parties have read and\nnegotiated the language used in this Agreement. The parties agree that, because\nall parties participated in negotiating and drafting this Agreement, no rule of\nconstruction shall apply to this Agreement which construes ambiguous language in\nfavor of or against any party by reason of that party's role in drafting this\nAgreement.\n\n     9.12 Schedules. The Schedules in this Agreement shall be arranged in\nseparate parts corresponding to the numbered and lettered sections, and the\ndisclosure in any numbered or lettered part shall be deemed to relate to and to\nqualify only the particular representation or warranty set forth in the\ncorresponding numbered or lettered section, and not any other representation or\nwarranty (unless an express and specific reference to any other Schedule which\nclearly identifies the particular item being referred is set forth therein).\n\n                                   ARTICLE X\n                                        \n                                  DEFINITIONS\n                                        \n     When used in this Agreement, the following terms shall have the meanings\nindicated below:\n\n     \"Adjustment Factor\" has the meaning set forth in Section 1.9(a).\n\n     \"Affiliate\" means, with respect to any Person, at the time in question, any\nother Person controlling, controlled by or under common control with such\nPerson.  For purposes of this definition, \"control\" (including the terms\n\"controlling,\" \"controlled by\" and \"under common control with\") means the\npossession, directly or indirectly, of the power to direct or cause the\ndirection of the management and policies of a Person, whether through the\nownership of voting securities or otherwise.\n\n     \"Agreed Allocation\" has the meaning set forth in Section 6.1(b)(ii).\n\n     \"Agreement\" has the meaning set forth in the first paragraph of this\nPurchase and Sale Agreement.\n\n                                       57\n\n \n     \"Agreement to Form Business Entity\" has the meaning set forth in Section\n5.15.\n\n     \"ANS\" has the meaning set forth in the first paragraph of this Agreement.\n\n     \"ANS Benefit Plans\" has the meaning set forth in Section 3.11(a).\n\n     \"ANS Closing Date Balance Sheet\" has the meaning set forth in Section 1.6.\n\n     \"ANS Competitive Proposal\" has the meaning set forth in Section 5.10(a).\n\n     \"ANS Employees\" has the meaning set forth in Section 5.13(a).\n\n     \"ANS Entity\" or \"ANS Entities\" means any corporation, limited liability\ncompany, partnership, limited partnership or other organization whether\nincorporated or unincorporated (i) of which at least a majority of the\nsecurities or interests having by the terms thereof ordinary voting power to\nelect at least a majority of the Board of Directors or others performing similar\nfunctions with respect to such corporation or other organization is directly or\nindirectly owned or controlled by ANS and\/or by any one or more of the ANS\nEntities, (ii) of which ANS or any one or more of the ANS Entities is a general\npartner or managing member or (iii) which ANS or any one or more of the ANS\nEntities otherwise controls.\n\n     \"ANS Excluded Assets\" means the assets listed on Schedule 10.1, which are\nused in or related to the ANS Network Services Business, but which are not owned\nby ANS or an ANS Entity, are not required for the operation of the ANS Network\nServices Business and which shall not be transferred to ANS under the provisions\nof Section 2.1 (whether because they will be used by AOL or an AOL Entity in\nproviding services to ANS hereunder or otherwise).  Such term shall also include\nthe assets referred to in clauses (x) and (y) of Section 2.1\n\n     \"ANS Financial Statements\" has meaning set forth in Section 3.5\n\n     \"ANS Net Asset Consideration\" has the meaning set forth in Section 1.6(a).\n\n     \"ANS Network Assets\" shall mean all Assets which are principally used in or\nnecessary for the ANS Network Services Business, including, without limitation,\nthe Assets listed on Schedule 10.2, but excluding the ANS Excluded Assets.\n\n     \"ANS Network Services Business\" means the direct or indirect provision by\nANS and the ANS Entities, through resale or otherwise, of public Internet\nconnectivity services and wide area data network and virtual private data\nnetwork services, and related products and services, including, without\nlimitation, Internet access, security products and services, web hosting and\nelectronic commerce.\n\n     \"ANS Rights\" has the meaning set forth in Section 3.13(a).\n\n     \"ANS Shares\" has the meaning set forth in the Recitals hereto.\n\n     \"AOL\" has the meaning set forth in the first paragraph of this Agreement.\n\n     \"AOL Entity\" or \"AOL Entities\" means any corporation, limited liability\ncompany, partnership, limited partnership or other organization whether\nincorporated or unincorporated (i) of which at least a majority of the\nsecurities or interests having by the terms thereof ordinary voting power to\nelect at least a majority of the Board of Directors or others performing similar\nfunctions with respect to such corporation or other organization is directly or\nindirectly owned or \n\n                                       58\n\n \ncontrolled by AOL and\/or by any one or more of the AOL Entities, (ii) of which\nAOL or any one or more of the AOL Entities is a general partner or managing\nmember or (iii) which AOL or any one or more of the AOL Entities otherwise\ncontrols.\n\n     \"AOL Indemnified Parties\" has the meaning set forth in Section 5.2(a).\n\n     \"AOL Material Breach\" has the meaning set forth in Section 8.1(d).\n\n     \"AOL Unvested Stock Options\" has the meaning set forth in Section 1.9(a).\n\n     \"Assets\" means any and all assets and properties, tangible or intangible,\nincluding, without limitation, the following: (i) certificates of deposit,\nbankers' acceptances, stock, debentures, evidences of indebtedness, certificates\nof interest or participation in profit-sharing agreements, collateral-trust\ncertificates, preorganization certificates, investment contracts, voting-trust\ncertificates; (ii) software, trade secrets, confidential information, registered\nand unregistered patents and trademarks, service marks, service names, trade\nstyles and trade names and associated goodwill; statutory, common law and\nregistered copyrights; applications for any of the foregoing, rights to use any\nof the foregoing and other rights in, to and under any of the foregoing; (iii)\nrights under Contracts and permits; (iv) real estate and buildings and other\nimprovements thereon and timber and mineral rights of every kind; (v) leasehold\nimprovements, fixtures, trade fixtures, machinery, hardware, equipment\n(including modems, transmission facilities and transportation and office\nequipment), tools, dies and furniture; (vi) office supplies, production\nsupplies, spare parts, other miscellaneous supplies and other tangible property\nof any kind; (vii) raw materials, work-in-process, finished goods, consigned\ngoods and other inventories; (viii) prepayments or prepaid expenses; (ix)\nclaims, causes of action, choses in action, rights of recovery and rights of\nset-off of any kind; (x) the right to receive mail and other communications;\n(xi) lists of advertisers, records pertaining to advertisers and accounts, lists\nand records pertaining to customers, suppliers and agents, and books, ledgers,\nfiles and business records of every kind; (xii) advertising materials and other\nrecorded, printed or written materials; (xiii) goodwill as a going concern and\nother intangible properties; (xiv) personnel records and employee contracts,\nincluding any rights thereunder to restrict an employee from competing in\ncertain respects; and (xv) licenses and authorizations issued by any\nGovernmental Entity.\n\n     \"Assignment and Assumption Agreement\" has the meaning set forth in Section\n1.3(b)(iii).\n\n     \"Arbiter\" has the meaning set forth in Section 1.5(b).\n\n     \"Average Trading Price\" means, in respect of any shares,  the average of\nthe daily closing prices of the shares of the same class, in its principal\ntrading market as reported in The Wall Street Journal, Eastern Edition, or if\n                              -----------------------                        \nnot reported thereby, The New York Times, for the twenty consecutive full\n                      ------------------                                 \ntrading days ending on the second full trading day immediately preceding the\nClosing Date.\n\n     \"Balance Sheet\" has the meaning set forth in Section 3.5.\n\n     \"Bill of Sale\" has the meaning set forth in Section 1.3(b)(ii).\n\n     \"Block\" means H&amp;R Block, Inc., a Missouri corporation.\n\n     \"Block Group\" means  H&amp;R Block Group, Inc., a wholly-owned subsidiary of\nBlock.\n\n                                       59\n\n \n     \"Budget\" has the meaning set forth in Section 5.1(b).\n\n     \"Business Day\" means a day other than a Saturday, Sunday or a day on which\nthe banks in New York City are authorized or obligated by law or executive order\nto close.\n\n     \"Buyer's Allocation\" has the meaning set forth in Section 6.1(b)(ii).\n\n     \"Buyer Group Member\" has the meaning set forth in Section 6.3(d).\n\n     \"Calculating Party\" has the meaning set forth in Section 6.1(c).\n\n     \"Cash Consideration\" has the meaning set forth in Section 1.3(b)(i).\n\n     \"Closing\" has the meaning set forth in Section 1.2.\n\n     \"Closing Date\" has the meaning set forth in Section 1.2.\n\n     \"COLS Closing Date Balance Sheet\" has the meaning set forth in Section\n1.5(a).\n\n     \"Code\" means the Internal Revenue Code of 1986, as amended (including any\nsuccessor statute), and the rules and regulations promulgated thereunder.\n\n     \"Confidentiality Agreement\" has the meaning set forth in Section 5.5.\n\n     \"Contract\" means any written or oral contract, agreement, license, lease,\nindenture or evidence of indebtedness.\n\n     \"CompuServe\" has the meaning set forth in the recitals hereto.\n\n     \"CompuServe Agreement\" has the meaning set forth in the recitals hereto.\n\n     \"CompuServe Assets\" means all of the Assets principally used in or\nnecessary for the conduct of the CompuServe Online Services Business, or which\nwill be required by AOL in its operation of the CompuServe Online Services\nBusiness, excluding the CompuServe Excluded Assets.  In event of uncertainty as\nto whether any particular Asset constitutes part of the CompuServe Assets,\ndeterminations shall be made in a manner consistent with the allocations\nreflected in the Pro Forma Balance Sheet.\n\n     \"CompuServe Entity\" or \"CompuServe Entities\" means any corporation, limited\nliability company, partnership, limited partnership or other organization\nwhether incorporated or unincorporated (i) of which at least a majority of the\nsecurities or interests having by the terms thereof ordinary voting power to\nelect at least a majority of the Board of Directors or others performing similar\nfunctions with respect to such corporation or other organization is directly or\nindirectly owned or controlled by CompuServe and\/or by any one or more of the\nCompuServe Entities, (ii) of which CompuServe or any one or more of the\nCompuServe Entities is the general partner or managing member or (iii) which\nCompuServe or any one or more of the CompuServe Entities otherwise controls.\n\n     \"CompuServe Excluded Assets\" means assets related to the CompuServe Online\nServices Business which are, pursuant to the terms of this Agreement, not to be\ntransferred to AOL or its designee(s) hereunder, including, without limitation,\nthe Assets listed on Schedule 10.5.\n\n                                       60\n\n \n     \"CompuServe Liabilities\" means all of the Liabilities arising out of,\nrelating to or resulting from the ownership, use or possession of the CompuServe\nAssets or the operation of the CompuServe Online Services Business, whether\narising prior to or after the Closing Date, including, without limitation, (a)\nthose set forth on Schedule 10.4(a), (b) obligations to employees of the\nCompuServe Online Services Business, including severance and other benefits on\nterms no less favorable than the existing CompuServe severance and benefit plans\n(subject to the provisions of Section 1.7) and (c) legal and administrative\nproceedings relating to the CompuServe Online Services Business, but excluding\nExcluded Liabilities.\n\n     \"CompuServe Net Asset Consideration\" has the meaning set forth in Section\n1.5(a).\n\n     \"CompuServe-Ohio\" has the meaning set forth in the recitals hereto.\n\n     \"CompuServe Online Services Business\" means the U.S., European and other\ninternational online services businesses of CompuServe, as well as Sprynet.\n\n     \"Deemed Purchase Price\" has the meaning set forth in Section 6.1(b)(ii).\n\n     \"Delayed Asset\" has the meaning set forth in Section 1.4(a).\n\n     \"Delayed Liability\" has the meaning set forth in Section 1.4(a).\n\n     \"Disputing Party\" has the meaning set forth in Section 6.1(c).\n\n     \"Elections\" has the meaning set forth in Section 6.1(a).\n\n     \"Effective Time\" has the meaning set forth in Section 1.2.\n\n     \"Employment and Withholding Taxes\" means all employment, payroll and\nwithholding Taxes payable with respect to salaries, wages, commissions, other\ncompensation or other payments actually or constructively made by ANS or any AOL\nEntity on or before the Closing Date, except to the extent such Taxes have been\nwithheld on or prior to the Closing Date and are required to be paid to the\nappropriate taxing authority after the Closing Date.\n\n     \"Environmental Laws\" means any federal, state or local, domestic or foreign\nstatute, regulation, rule or ordinance, and any judicial or administrative\ninterpretation thereof, regulating the use, generation, handling, storage,\ntransportation, discharge, emission, spillage or other release of Hazardous\nSubstances or relating to the protection of the environment.\n\n     \"ERISA\" means the Employee Retirement Income Security Act of 1974, as\namended.\n\n     \"Exchange Act\" means the Securities and Exchange Act of 1934, as amended,\nand the rules and regulations promulgated thereunder.\n\n     \"Excluded Liabilities\" shall mean all Liabilities arising out of, relating\nto or resulting from the ownership, use or possession of the CompuServe Assets\nor the operation of the CompuServe Online Business prior to the Closing Date,\nincluding but not limited to those Liabilities described on Schedule 10.6.\n\n     \"Excluded Transactions\" has the meaning set forth in Section 6.2(a)(i).\n\n     \"Financial Statements\" has the meaning set forth in Section 3.5.\n\n                                       61\n\n \n     \"GAAP\" means United States generally accepted accounting principles and its\nforeign equivalents.\n\n     \"Governmental Authorization\" means any (a) permit, license, certificate,\nfranchise, permission, clearance, registration, qualification or authorization\nissued, granted, given or otherwise made available by or under the authority of\nany Governmental Entity or pursuant to any legal requirement; or (b) right under\nany Contract with any Governmental Entity.\n\n     \"Government Contracts\" has the meaning set forth in Section 3.8(e).\n\n     \"Governmental Entity\" means any federal, state or local government or any\ncourt, administrative or regulatory agency or commission or other government\nauthority or agency, domestic or foreign.\n\n     \"Hazardous Substances\" means any hazardous substances as defined by 42\nU.S.C. (S)9601(14), any pollutant or contaminant as defined by 42 U.S.C.\n(S)9601(33) or any toxic substance, oil or hazardous materials or other\nchemicals or substances regulated by any Environmental Laws which the applicable\nparty or any predecessor in interest has generated, transported or disposed of\nhas been found at any property owned or operated by such party.\n\n     \"HSR Act\" means the Hart-Scott Rodino Antitrust Improvements Act of 1976,\nas amended, and regulations promulgated thereunder.\n\n     \"Including\" means, when following any general statement, term or matter,\n\"including but not limited to,\" \"including, without limitation\" or words of\nsimilar import and shall not be construed to limit such statement, term or\nmatter to the specific terms or matters as provided immediately following the\nword \"including\" or to similar items or matters, whether or not non-limiting\nlanguage is used with reference to the word \"including\" or similar items or\nmatters, but rather shall be deemed to refer to all other items or matters that\ncould reasonably fall within the broadest possible scope of the general\nstatement, term or matter.\n\n     \"Indemnified Party\" or \"Indemnified Parties\" has the meaning set forth in\nSection 5.2(c).\n\n     \"Indemnifying Party\" has the meaning set forth in Section 5.2(c).\n\n     \"Indemnitee\" has the meaning set forth in Section 5.2(d)(iii).\n\n     \"Indemnitor\" has the meaning set forth in Section 5.2(d)(iii).\n\n     \"International Distribution Agreements\" has the meaning set forth in\nSection 3.8(c).\n\n     \"IRS\" means the Internal Revenue Service of the United States of America.\n\n     \"Key Employee Agreements\" has the meaning set forth in Section 5.17.\n\n     \"knowledge\" means, with respect to AOL (or an AOL Entity) or WorldCom (or a\nWorldCom Entity), the actual knowledge of, or knowledge which could reasonably\nbe obtained through reasonably diligent investigation or inquiry by, any\ndirector or executive officer of AOL or WorldCom, as the case may be, and, in\nthe case of ANS or AOL, shall also include the actual knowledge of, or knowledge\nwhich could reasonably be obtained through reasonably diligent investigation or\ninquiry by, ANS's Chief Executive Officer or Chief Financial Officer.\n\n                                       62\n\n \n     \"Liabilities\" means all claims, debts, liabilities, royalties, license\nfees, losses, costs, expenses, deficiencies, litigation proceedings, taxes,\nlevies, imposts, duties, deficiencies, assessments, attorneys' fees, charges,\nallegations, demands, damages, judgments or obligations, whether absolute or\ncontingent, matured or unmatured, liquidated or unliquidated, accrued or\nunaccrued, known or unknown and whether or not the same would properly be\nreflected on a balance sheet, including all costs and expenses relating thereto.\n\n     \"Liens or Other Encumbrances\" means any lien, pledge, mortgage, security\ninterest, claim, lease, charge, option, right of first refusal, easement,\nservitude, transfer restriction under any shareholder or other agreement or\nencumbrance or any other rights of third parties.\n\n     \"Losses and Expenses\" means any and all damages, liabilities, obligations,\nlosses, deficiencies, demands, claims, penalties, assessments, judgments, fees,\nactions, proceedings and suits of whatever kind and nature, and regardless of\nwhether or not related to a Third-Party Claim, a direct claim or otherwise, and\nall costs and expenses related thereto (including reasonable attorney's fees and\ndisbursements).\n\n     \"Material\" means, (a) when used in connection with AOL, ANS or any ANS\nEntity, material with respect to the business, operations, properties, assets,\nliabilities, condition (financial or otherwise) or prospects of ANS and the ANS\nNetwork Services Business, taken as a whole, (b) when used in connection with\nWorldCom, material with respect to the business, operations, properties, assets,\nliabilities, condition (financial or otherwise) or prospects of WorldCom and the\nother WorldCom Entities, taken as a whole, and (c) when used in connection with\nCompuServe or any of the CompuServe Entities, material with respect to the\nbusiness, operations, properties, assets, liabilities, condition (financial or\notherwise) or prospects of the CompuServe Online Services Business, taken as a\nwhole.\n\n     \"Material Adverse Change\" means (a) when used in connection with any party\nhereto other than AOL, ANS or any AOL Entity, any change which is materially\nadverse to the business, operations, properties, assets, liabilities, condition\n(financial or otherwise) or prospects, of such party, and its related Entities,\ntaken as a whole, (b) when used in connection with AOL, ANS or any AOL Entity,\nmeans any change which is, materially adverse to the business, operations,\nproperties, assets, liabilities or condition (financial or otherwise) of ANS and\nthe ANS Network Services Business, taken as a whole, and (c) when used in\nconnection with CompuServe or any of the CompuServe Entities, any change which\nis material with respect to the business, operations, properties, assets,\nliabilities, condition (financial or otherwise) or prospects of the CompuServe\nOnline Services Business, taken as a whole.  Any determination whether there has\noccurred a Material Adverse Change in respect of the CompuServe Online Services\nBusiness shall be made in the context of the declining trends which have\noccurred in such business prior to the date hereof, and which WorldCom and AOL\nhave taken into account in entering into this Agreement and the transactions\ncontemplated hereby.  Without limiting the foregoing, for purposes of Section\n1.11, a Material Adverse Change with respect to the CompuServe Online Services\nBusiness shall also mean that (a) there shall have occurred a net loss in the\nnumber of Total CSI plus Spry customers (as defined in  the CompuServe Monthly\nKey Metrics Report) during the period between the date hereof and the Closing\nDate (the \"Pre-Closing Period\") which exceeds an average of 2,600 per day or (b)\na decrease in the Revenue Per Customer per month (as defined in the CompuServe\nquarterly earnings announcement or \n\n                                       63\n\n \nquarterly report to shareholders) for the entire CompuServe Online Services\nBusiness for the Pre-Closing Period exceeding $2.00 or (c) a failure in the\nCompuServe Online Services Business host system resulting in a general inability\nto provide online services for a period of at least 24 consecutive hours.\n\n     \"Material Adverse Effect\" means (a) when used in connection with any party\nhereto other than AOL, ANS or any AOL Entity, any effect that has a material\nadverse impact on the business, operations, properties, assets, liabilities,\ncondition (financial or otherwise) or prospects of such party, and its related\nEntities, taken as a whole, and (b) when used in connection with AOL, ANS or any\nAOL Entity, any effect that has a material adverse impact on the business,\noperations, properties, assets, liabilities or financial condition (financial or\notherwise) of ANS and the ANS Network Services Business, taken as a whole and\n(c) when used in connection with CompuServe or any of the CompuServe Entities,\nany effect that has a material adverse impact on the business, operations,\nproperties, assets, liabilities, condition (financial or otherwise) or prospects\nof the CompuServe Online Services Business, taken as a whole.\n\n     \"Merger\" has the meaning set forth in the recitals hereto.\n\n     \"Modified Aggregate Deemed Sales Price\" has the meaning set forth in\nSection 6.1(b)(ii).\n\n     \"NASDAQ\" means the Nasdaq National Market.\n\n     \"Network Services Agreements\" has the meaning set forth in Section 5.19.\n\n     \"Noncompetition and Nonsolicitation Agreement\" has the meaning set forth in\nSection 5.16.\n\n     \"Notice of Dispute\" has the meaning set forth in Section 1.5(b).\n\n     \"Person\" means and includes any natural person, corporation, limited\nliability company, partnership, limited partnership, firm, joint venture,\nassociation, joint-stock company, trust, business trust, unincorporated\norganization, Governmental or other entity.\n\n     \"Pro Forma Balance Sheet\" means the pro-forma balance sheet of CompuServe-\nOhio as of June 30, 1997, which appears as Schedule 10.3(b).\n\n     \"Purchase and Sale\" has the meaning set forth in Section 1.1\n\n     \"Related Party\" means, with respect to any party, any of such party's or\nits parent's or subsidiaries' directors, officers, 50% or greater shareholders,\nemployees or, except with respect to such party's primary relationship with such\nother person or entity, a consultant or agent.\n\n     \"Schedule 5.13 Agreements\" has the meaning set forth in Section 5.13.\n\n     \"SEC\" means the Securities and Exchange Commission.\n\n     \"Securities Act\" means the Securities Act of 1933, as amended.\n\n     \"Section 338 Forms\" has the meaning set forth in Section 6.1(b)(i).\n\n     \"Seller Group\" has the meaning set forth in Section 6.3(d).\n\n                                       64\n\n \n     \"Seller Consolidated and Combined Return\" means any consolidated,\naffiliated, combined or unitary income or franchise Tax Return of AOL or ANS\nwhich includes ANS and\/or any AOL Entity.\n\n     \"Selling Entities\" has the meaning set forth in the first paragraph of this\nAgreement.\n\n     \"Seller Group\" has the meaning set forth in Section 6.3(d).\n\n     \"Sprynet\" has the meaning given in Section 1.5(a).\n\n     \"Tax\" and \"Taxes\" means all taxes, charges, fees, levies, tariffs, duties\nor other similar assessments, including, (i) income, gross receipts, gains,\nsurtax, severance, payroll, production, ad valorem or value added, surtax,\npremium, excise, real property, personal property, windfall profit, sales, use,\ntransfer, duty, licensing, withholding, employment, payroll, estimated and\nfranchise taxes imposed by the United States of America, any state, local, or\nforeign government, or any subdivision, agency, or other similar Person of the\nUnited States or any such government, and (ii) any interest, fines, penalties,\nassessments, or additions to tax resulting from, attributable to or incurred in\nconnection with any Tax or any contest, dispute or refund thereto; whether or\nnot imposed on a consolidated combined or unitary basis or as a result of\ntransferee, joint or several liability.\n\n     \"Tax Claim\" has the meaning set forth in Section 6.2(d)(i).\n\n     \"Tax Reform Act\" means the Tax Reform Act of 1986.\n\n     \"Tax Return\" means any report, return, statement or other information\nrequired to be supplied to a taxing authority in connection with Taxes.\n\n     \"Tax Settlement Auditor\" has the meaning set forth in Section 6.1(c).\n\n     \"Tax Settlement Procedure\" has the meaning set forth in Section 6.1(c).\n\n     \"Tax Statement\" has the meaning set forth in Section 6.2(e)(iii).\n\n     \"1060 Forms\" means forms or reports required to be filed pursuant to\nSection 1060 of the Internal Revenue Code, the Treasury Regulations promulgated\nthereunder or any provisions of state, local and foreign law.\n\n     \"Third-Party Claim\" has the meaning set forth in Section 5.2(d)(i).\n\n     \"WAC\" has the meaning set forth in the recitals hereto.\n\n                                       65\n\n \n     \"WorldCom\" has the meaning set forth in the first paragraph of this\nAgreement.\n\n     \"WorldCom (ANS) Stock Options\" has the meaning given in Section 1.9(b).\n\n     \"WorldCom Competitive Proposal\" has the meaning set forth in Section\n5.10(d).\n\n     \"WorldCom Entity\" or \"WorldCom Entities\" means any corporation, limited\nliability company, partnership, limited partnership or other organization\nwhether incorporated or unincorporated (i) of which at least a majority of the\nsecurities or interests having by the terms thereof ordinary voting power to\nelect at least a majority of the Board of Directors or others performing similar\nfunctions with respect to such corporation or other organization is directly or\nindirectly owned or controlled by WorldCom and\/or by any one or more of the\nWorldCom Entities, (ii) of which WorldCom or any one or more of the WorldCom\nEntities is the general partner or managing member or (iii) which WorldCom or\nany one or more of the WorldCom Entities otherwise controls.\n\n     \"WorldCom Indemnified Parties\" has the meaning set forth in Section 5.2(a).\n\n     \"WorldCom Material Breach\" has the meaning set forth in Section 8.1(e).\n\n     \"WorldCom Stock Options\" has the meaning given in Section 1.9(a).\n\n     IN WITNESS WHEREOF, AOL, ANS and WorldCom have caused this Agreement to be\nexecuted by their respective duly authorized officers, and have caused their\nrespective corporate seals to be hereunto affixed, all as of the day and year\nfirst above written.\n\n\n                                       AMERICA ONLINE, INC.\n\n\n                                       By:\n                                          ----------------------------------\n                                                    Miles Gilburne\n                                                Senior Vice President\n                                                Corporate Development\n\n                                       ANS COMMUNICATIONS, INC.\n\n\n                                       By:\n                                          ----------------------------------\n                                                    Shiela A. Clark\n                                                Deputy General Counsel\n\n                                       WORLDCOM, INC.\n\n\n                                       By:\n                                          ----------------------------------\n                                                    John W. Sidgmore\n                                               Chief Operations Officer\n\n                                       66\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6655,9361],"corporate_contracts_industries":[9510,9519],"corporate_contracts_types":[9623,9622],"class_list":["post-43527","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-america-online-inc","corporate_contracts_companies-worldcom-inc","corporate_contracts_industries-technology__programming","corporate_contracts_industries-telecommunications__telephone","corporate_contracts_types-planning__asset","corporate_contracts_types-planning"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43527","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43527"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43527"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43527"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43527"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}