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AOL Inc. – ‘10-12B/A’ on 9/16/09 – ‘EX-10.28’

On:  Wednesday, 9/16/09, at 9:14am ET   ·   Private-to-Public:  Document/Exhibit  –  Release Delayed   ·   Accession #:  1193125-9-192456   ·   File #:  1-34419

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/16/09  AOL Inc.                          10-12B/A¶             68:6.6M                                   Donnelley … Solutions/FA

Amendment to Registration of Securities (General Form)   —   Form 10
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-12B/A    Amendment No. 1 to Form 10                          HTML    100K 
68: CORRESP   ¶ Comment-Response or Other Letter to the SEC         HTML     84K 
 2: EX-2.1      Plan of Acquisition, Reorganization, Arrangement,   HTML    187K 
                          Liquidation or Succession                              
 3: EX-3.1      Articles of Incorporation/Organization or By-Laws   HTML     31K 
 4: EX-3.2      Articles of Incorporation/Organization or By-Laws   HTML     97K 
 5: EX-10.1     Material Contract                                   HTML     80K 
10: EX-10.10    Material Contract                                   HTML     71K 
11: EX-10.11    Material Contract                                   HTML     33K 
12: EX-10.12    Material Contract                                   HTML     33K 
13: EX-10.13    Material Contract                                   HTML     33K 
14: EX-10.14    Material Contract                                   HTML     37K 
15: EX-10.15    Material Contract                                   HTML     37K 
16: EX-10.16    Material Contract                                   HTML     37K 
17: EX-10.17    Material Contract                                   HTML     30K 
18: EX-10.18    Material Contract                                   HTML     24K 
19: EX-10.19    Material Contract                                   HTML     20K 
20: EX-10.20    Material Contract                                   HTML     52K 
21: EX-10.21    Material Contract                                   HTML     52K 
22: EX-10.22    Material Contract                                   HTML    247K 
23: EX-10.23    Material Contract                                   HTML     56K 
24: EX-10.24    Material Contract                                   HTML     45K 
25: EX-10.25    Material Contract                                   HTML     44K 
26: EX-10.26    Material Contract                                   HTML     30K 
27: EX-10.27    Material Contract                                   HTML     36K 
28: EX-10.28    Material Contract                                   HTML     29K 
29: EX-10.29    Material Contract                                   HTML     31K 
30: EX-10.30    Material Contract                                   HTML     63K 
31: EX-10.31    Material Contract                                   HTML     34K 
32: EX-10.32    Material Contract                                   HTML     29K 
33: EX-10.33    Material Contract                                   HTML     96K 
34: EX-10.34    Material Contract                                   HTML     29K 
35: EX-10.35    Material Contract                                   HTML     30K 
36: EX-10.36    Material Contract                                   HTML     30K 
37: EX-10.37    Material Contract                                   HTML     30K 
38: EX-10.38    Material Contract                                   HTML     30K 
39: EX-10.39    Material Contract                                   HTML     30K 
40: EX-10.40    Material Contract                                   HTML    124K 
41: EX-10.41    Material Contract                                   HTML     30K 
42: EX-10.42    Material Contract                                   HTML     32K 
43: EX-10.43    Material Contract                                   HTML     31K 
44: EX-10.44    Material Contract                                   HTML     72K 
45: EX-10.45    Material Contract                                   HTML     31K 
46: EX-10.46    Material Contract                                   HTML     21K 
47: EX-10.47    Material Contract                                   HTML    182K 
48: EX-10.48    Material Contract                                   HTML     25K 
49: EX-10.49    Material Contract                                   HTML     27K 
50: EX-10.50    Material Contract                                   HTML     57K 
51: EX-10.51    Material Contract                                   HTML     23K 
52: EX-10.52    Material Contract                                   HTML     43K 
53: EX-10.53    Material Contract                                   HTML    126K 
54: EX-10.54    Material Contract                                   HTML    113K 
55: EX-10.55    Material Contract                                   HTML     31K 
56: EX-10.56    Material Contract                                   HTML     27K 
57: EX-10.57    Material Contract                                   HTML     43K 
58: EX-10.58    Material Contract                                   HTML     86K 
59: EX-10.59    Material Contract                                   HTML     22K 
 6: EX-10.6     Material Contract                                   HTML    148K 
60: EX-10.60    Material Contract                                   HTML     26K 
61: EX-10.61    Material Contract                                   HTML     48K 
62: EX-10.62    Material Contract                                   HTML     26K 
63: EX-10.63    Material Contract                                   HTML     22K 
64: EX-10.64    Material Contract                                   HTML     40K 
65: EX-10.65    Material Contract                                   HTML    576K 
66: EX-10.66    Material Contract                                   HTML     36K 
 7: EX-10.7     Material Contract                                   HTML    115K 
 8: EX-10.8     Material Contract                                   HTML     69K 
 9: EX-10.9     Material Contract                                   HTML     67K 
67: EX-99.1     Miscellaneous Exhibit                               HTML   1.78M 


‘EX-10.28’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  Exhibit 10.28  

Exhibit 10.28

EXECUTION COPY

JUNE 14, 2004

Confidential

FIFTH AMENDMENT TO AMENDED AND RESTATED

INTERACTIVE MARKETING AGREEMENT

This Fifth Amendment to Amended and Restated Interactive Marketing Agreement (this “Fifth Amendment”), effective as of June 14, 2004 (the “Fifth Amendment Effective Date”), is between AMERICA ONLINE, INC. (“AOL”), a Delaware corporation, with offices at 22000 AOL Way, Dulles, Virginia 20166, and GOOGLE INC. (“Google”), a Delaware corporation, successor-in-interest to Google Inc., a California corporation, with offices at 2400 Bayshore Parkway, Mountain View, California 94043.

INTRODUCTION

The Parties hereto wish to further amend that certain Amended and Restated Interactive Marketing Agreement effective as of October 1, 2003 (the “IMA”), as amended previously by that certain First Amendment to Amended and Restated Interactive Marketing Agreement effective as of December 15, 2003 (the “First Amendment”), that Second Amendment to Amended and Restated Interactive Marketing Agreement effective as of March 30, 2004 (the “Second Amendment), that Third Amendment to Amended and Restated Interactive Marketing Agreement effective as of April 7, 2004 (the “Third Amendment”), and that Fourth Amendment to Amended and Restated Interactive Marketing Agreement effective as of June 1, 2004 (the “Fourth Amendment”) (the IMA and such amendments, collectively the “Existing Agreement”). The Existing Agreement and this Fifth Amendment shall be collectively referred to herein as the “Agreement”. Capitalized terms not defined in this Fifth Amendment shall have the meanings set forth in the Existing Agreement.

Now, therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby amend the Existing Agreement as follows:

 

1. First Amendment Term. The First Amendment Term is hereby extended through December 16, 2004. For the avoidance of doubt, the “First Amendment Term” shall apply to all terms and conditions set forth in the Agreement associated with the display of Content Targeted Advertisements. In connection with this extension, the end dates for all line items in the carriage plans described in Exhibit A to this Fifth Amendment are hereby extended through December 16, 2004.

 

2. Order of Precedence. This Fifth Amendment is supplementary to and modifies the Existing Agreement. The terms of this Fifth Amendment supersede provisions in the Existing Agreement only to the extent that the terms of this Fifth Amendment and the Existing Agreement expressly conflict. However, nothing in this Fifth Amendment shall be interpreted as invalidating the Existing Agreement, and provisions of the Existing Agreement shall continue to govern relations between the Parties insofar as they do not expressly conflict with this Fifth Amendment. Furthermore, for the avoidance of doubt, any amendments or other changes made to any terms of the Existing Agreement under this Fifth Amendment shall be interpreted to have full force and effect on any other relevant provisions of the Existing Agreement (including, but not limited to, Definitions, Exhibits, and Schedules related thereto), which reference or rely on such amended or changed terms.

 

3. Counterparts; Facsimile. This Fifth Amendment may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document. This Fifth Amendment may be executed by facsimile.

[Signature page follows.]

 

CONFIDENTIAL    1   

LOGO


EXECUTION COPY

JUNE 14, 2004

 

IN WITNESS WHEREOF, the Parties hereto have executed this Fifth Amendment as of the Fifth Amendment Effective Date.

 

AMERICA ONLINE, INC.     GOOGLE, INC.
By:  

/s/ Jim Riesenbach

    By:  

/s/ Joan Braddi

Name:  

JIM RIESENBACH

    Name:  

Joan Braddi

Title:  

SVP

    Title:  

VP Search Services

Date:  

6/15/04

    Date:  

June 14, 2004

 

CONFIDENTIAL    2   

LOGO


EXECUTION COPY

JUNE 14, 2004

 

EXHIBIT A

[****]

 

CONFIDENTIAL    3   

LOGO


Dates Referenced Herein

This ‘10-12B/A’ Filing    Date    Other Filings
Filed on:9/16/09None on these Dates
12/16/04
6/14/04
6/1/04
4/7/04
3/30/04
12/15/03
10/1/03
 List all Filings 


1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/13/09  SEC                               UPLOAD9/22/17    1:24K  AOL Inc.
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Filing Submission 0001193125-09-192456   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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