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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 |
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
| EXHIBIT 10.32 |
Exhibit 10.32
THE USE OF THE FOLLOWING NOTATION IN THIS EXHIBIT INDICATES THAT A CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION: [****].
Execution Copy
NINTH AMENDMENT TO AMENDED AND RESTATED
INTERACTIVE MARKETING AGREEMENT
This Ninth Amendment to Amended and Restated Interactive Marketing Agreement (this “Ninth Amendment”) is entered into as of December 15, 2005 (the “Amendment Nine Effective Date”) by and between AMERICA ONLINE, INC., (“AOL”) a Delaware corporation, with its principal place of business at 22000 AOL Way, Dulles, VA 20166, and GOOGLE INC., a Delaware corporation (successor-in-interest to Google Inc., a California corporation) with offices at 1600 Amphitheatre Parkway, Mountain View, California 94043 (“Google”).
INTRODUCTION
The Parties hereto wish to further amend certain Amended and Restated Interactive Marketing Agreement effective as of October 1, 2003, as amended (the “IMA”) as amended previously by that certain First Amendment to the 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 end Restated Interactive Marketing Agreement effective as of April 7, 2004 (the “Third Amendment”), that Fourth Amendment to Amended and Restated Interactive Marketing Agreement effective as of June 1, 2004 (the “Fourth Amendment”), that Fifth Amendment to Amended and Restated Interactive Marketing Agreement effective as of June 14, 2004 (the “Fifth Amendment”), that Sixth Amendment to Amended and Restated Interactive Marketing Agreement effective as of December 17, 2004 (the “Sixth Amendment”), that Seventh Amendment to Amended and Restated Interactive Marketing Agreement effective as of March 28, 2005 (the “Seventh Amendment”), and that Eighth Amendment to Amended and Restated Interactive Marketing Agreement effective as of April 28, 2005 (the “Eighth Amendment”), and that Addendum One to the Second Amendment to Amended and Restated Interactive Marketing Agreement dated October 5, 2004 (“Addendum One”) (the IMA and such amendments and addendum, collectively the “Existing Agreement”). Capitalized terms not defined in this Ninth Amendment shall have the meanings set forth in the Existing Agreement.
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. Date of Addendum One. In the Introduction of the Eighth Amendment, the date of Addendum One “September 23, 2004” shall be deleted and replaced with: “October 5, 2004”.
2. First Amendment Term. The First Amendment Term, as defined in Section 4 of the First Amendment, is hereby extended through December 16, 2006. 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, as defined in the First Amendment. In connection with the extension of the First Amendment Term, the end dates for all line items in the carriage plans described in Exhibit A to this Ninth Amendment are hereby extended through December 16, 2006.
3. Order of Precedence. This Ninth Amendment is supplementary to and modifies the Existing Agreement. The terms of this Ninth Amendment supersede provisions in the Existing Agreement only to the extent that the terms of this Ninth Amendment and the Existing Agreement expressly conflict. However, nothing in this Ninth 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 Ninth Amendment. Furthermore, for the avoidance of doubt, any amendments or other changes made to any terms of the Existing Agreement under this Ninth 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
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Execution Copy
terms.
4. Counterparts; Facsimile. This Ninth 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 Ninth Amendment may be executed by facsimile.
IN WITNESS WHEREOF, the parties have executed this Ninth Amendment as of the Ninth 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: | 12/16/05 | Date: | Dec. 15, 2005 | |||||
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Amendment Nine Exhibit A
[****]
[Remainder of page intentionally left blank.]
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| This ‘10-12B/A’ Filing | Date | Other Filings | ||
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| Filed as of: | 11/6/09 | None on these Dates | ||
| Filed on: | 11/5/09 | |||
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