EXHIBIT 10.5
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CONFIDENTIAL
AMENDMENT TO INTERACTIVE SERVICES AGREEMENT
This Amendment to Interactive Services Agreement (this "Amendment"),
dated April 16, 1999, is made and entered into by and between America
Online, Inc. ("America Online"), a Delaware corporation with its principal
offices at 00000 XXX Xxx, Xxxxxx, Xxxxxxxx 00000, and XxxXxxxxx.xxx, L.L.C.
("Interactive Content Provider"), a limited liability corporation with its
principal office at Xxx Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000. Defined terms
that are used but not defined herein shall be as defined in the Interactive
Services Agreement between AOL and Information Provider dated as of April
16, 1998 (the "Agreement").
The parties wish to amend the Agreement as described below.
It is therefore agreed as follows:
1. Term. The following is hereby added to the end of Section 6 of the
Agreement ("Term"):
"Commencing on April 16, 1999, the Agreement shall continue in full
force and effect for a period of two hundred and ten (210) days (the
"Negotiation Period") during which period the parties agree to
negotiate in good faith over the terms and conditions of a new
agreement or amendment to this Agreement (the "New Agreement"). This
Agreement shall terminate upon expiration of the Negotiation Period
(unless it is superseded or extended by the New Agreement or
terminated early in accordance with the terms herein based on a
breach of this Agreement)."
2. Carriage Fee. The following is hereby added to the end of
Section 1.5 of the Agreement ("Carriage Fee"):
"During the Negotiation Period, ICP shall pay AOL $16,667.00
per month in advance."
3. Order of Precedence. This Amendment is supplementary to and modifies
the Agreement. The terms of this Amendment superseded provisions in
the Agreement only to the extent that the terms of this Amendment
and the Agreement expressly conflict. However, nothing in this
Amendment should be interpreted as invalidating the Agreement, and
provisions of the Agreement will continue to govern relations
between the parties insofar as they do not expressly conflict with
this Amendment.
4. Counterparts. This 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.
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment
as of the date first written above.
XxxXxxxxx.xxx, Inc. AMERICA ONLINE, INC.
By: /s/ Xxxxxxx Xxxxx By: /s/ Xxxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx
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Title: VP-General Manager, Title: Executive Director
Consumer Business Affairs ------------------------
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