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AOL Inc. – ‘10-12B/A’ on 11/5/09 – EX-10.94

On:  Thursday, 11/5/09, at 9:55pm ET   ·   As of:  11/6/09   ·   Accession #:  1193125-9-226110   ·   File #:  1-34419

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

11/06/09  AOL Inc.                          10-12B/A              50:6.6M                                   RR Donnelley/FA

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

Document/Exhibit                   Description                      Pages   Size 

 1: 10-12B/A    Amendment #3 to Form 10                             HTML    131K 
 2: EX-2.1      Plan of Acquisition, Reorganization, Arrangement,   HTML    249K 
                          Liquidation or Succession                              
 3: EX-8.1      Opinion re: Tax Matters                             HTML     27K 
 4: EX-10.2     Material Contract                                   HTML     70K 
 6: EX-10.22    Material Contract                                   HTML    235K 
 7: EX-10.23    Material Contract                                   HTML     51K 
 8: EX-10.24    Material Contract                                   HTML     41K 
 9: EX-10.25    Material Contract                                   HTML     40K 
10: EX-10.26    Material Contract                                   HTML     27K 
11: EX-10.27    Material Contract                                   HTML     33K 
12: EX-10.28    Material Contract                                   HTML     25K 
13: EX-10.29    Material Contract                                   HTML     27K 
 5: EX-10.3     Material Contract                                   HTML    219K 
14: EX-10.30    Material Contract                                   HTML     58K 
15: EX-10.31    Material Contract                                   HTML     31K 
16: EX-10.32    Material Contract                                   HTML     26K 
17: EX-10.33    Material Contract                                   HTML     93K 
18: EX-10.35    Material Contract                                   HTML     27K 
19: EX-10.36    Material Contract                                   HTML     27K 
20: EX-10.37    Material Contract                                   HTML     26K 
21: EX-10.38    Material Contract                                   HTML     27K 
22: EX-10.39    Material Contract                                   HTML     27K 
23: EX-10.40    Material Contract                                   HTML    115K 
24: EX-10.42    Material Contract                                   HTML     29K 
25: EX-10.44    Material Contract                                   HTML     67K 
26: EX-10.45    Material Contract                                   HTML     28K 
27: EX-10.46    Material Contract                                   HTML     19K 
28: EX-10.47    Material Contract                                   HTML    173K 
29: EX-10.48    Material Contract                                   HTML     23K 
30: EX-10.49    Material Contract                                   HTML     24K 
31: EX-10.50    Material Contract                                   HTML     53K 
32: EX-10.51    Material Contract                                   HTML     20K 
33: EX-10.52    Material Contract                                   HTML     40K 
34: EX-10.53    Material Contract                                   HTML    118K 
35: EX-10.54    Material Contract                                   HTML    140K 
36: EX-10.55    Material Contract                                   HTML     27K 
37: EX-10.57    Material Contract                                   HTML     39K 
38: EX-10.58    Material Contract                                   HTML     91K 
39: EX-10.60    Material Contract                                   HTML     23K 
40: EX-10.61    Material Contract                                   HTML     44K 
41: EX-10.62    Material Contract                                   HTML     23K 
42: EX-10.63    Material Contract                                   HTML     19K 
43: EX-10.64    Material Contract                                   HTML     36K 
44: EX-10.67    Material Contract                                   HTML     17K 
45: EX-10.91    Material Contract                                   HTML     81K 
46: EX-10.92    Material Contract                                   HTML    132K 
47: EX-10.94    Material Contract                                   HTML     21K 
48: EX-10.95    Material Contract                                   HTML     54K 
49: EX-10.96    Material Contract                                   HTML     54K 
50: EX-99.1     Miscellaneous Exhibit                               HTML   2.05M 


EX-10.94   —   Material Contract


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



  EXHIBIT 10.94  

Exhibit 10.94

LOGO

John Squires

Time Inc.

1271 Avenue of the Americas

New York, NY 10020

October 5, 2009

 

Re: Third Addendum to Private Label Publisher Master Services Agreement Dated June 15, 2007

Dear John:

This letter (“Third Addendum”) amends the above-referenced Private Label Publisher Master Services Agreement dated June 15, 2007 between Time Inc. (“Time”) and Quigo Technologies LLC (formerly Quigo Technologies, Inc.) (“Quigo”) (the “Master Terms”), as amended by the First Addendum dated October 10, 2008 (the “First Addendum”) and the Second Addendum dated April 16, 2009 (the “Second Addendum”). The Master Terms, the First Addendum and the Second Addendum are collectively referred to as the “Agreement”. Capitalized terms unless otherwise defined in this Third Addendum shall have the meanings assigned to them in the Agreement. In the event of any conflict between the Agreement and this Third Addendum, this Third Addendum shall control.

Now, for mutual good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the parties agree that, as of October 5, 2009 (the “Third Addendum Effective Date”), the Master Terms and Enrollment Forms are amended with respect to the following Publishers: CNNMoney.com, Sl.com and FanNation.com, People.com, Time.com, lnStyle.com, EW.com, Golf.com, and Southern Progress Digital (Collectively, the “Guarantee Publishers”), as follows:

With respect to each Guarantee Publisher, the Term of its applicable Enrollment Form and the application of the Master Terms (including the payment and make-good provisions of Section 5) shall extend through their respective end dates (the “Original Term”). After the Original Term, the Term of each Guarantee Publisher’s enrollment Form and application of the Master Terms shall further extend through November 30, 2011 (the “Extended Term”), except that during such Extended Term (i) Sections 5.1 through 5.6 of the Master Terms and Sections 3 and 6 of the applicable Enrollment Form shall not apply, and (ii) Quigo shall keep one hundred percent (100%) of the Gross Ad Revenue earned during such Extended Term, and shall have no obligation to pay the Guarantee Publishers any Revenue Share or any Monthly Guaranteed Installments with respect to Gross Ad Revenue earned during such Extended Term.

The parties acknowledge and agree that (i) the provisions of the Agreement were negotiated to reflect an informed, voluntary allocation between them of all risks (both known and unknown) associated with the transactions contemplated hereunder, (ii) neither party has relied on any representation or warranty from the other party in determining to enter into the Agreement, except as expressly set forth in the Agreement, and (iii) neither party has made any representation or warranty, express or implied, as to itself or the accuracy or completeness of any information furnished or made available to the other party, except as expressly set forth in the Agreement.

 

 

 

 

 

 

 

 

 

 

 

 

Confidential

Page 1 of 2


This Third Addendum constitutes the entire understanding of the parties with respect to its subject matter and, except as amended herein, the Agreement shall remain in full force and effect. If the terms of this Third Addendum are acceptable to you, please countersign this copy and return a copy to us.

 

Sincerely,
Quigo Technologies LLC
By:  

/s/ Jeff Levick

Name:  

Jeff Levick

Title:  

President, AOL Advertising

 

Time Inc.:
By:  

/s/ John Squires

Name:  

Time Inc.

Title:  

EVP

 

 

 

 

 

 

 

 

 

 

 

 

Confidential

Page 2 of 2


Dates Referenced Herein

This ‘10-12B/A’ Filing    Date    Other Filings
11/30/11None on these Dates
Filed as of:11/6/09
Filed on:11/5/09
10/5/09
4/16/09
10/10/08
6/15/07
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Filing Submission 0001193125-09-226110   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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