America Online 2009 Annual Report Download - page 132

"[Intentionally Omitted]".
k. The following new Section 13 shall be added to Exhibit A of the MOU:
"13. Other Rights.
13.1 Transfer to Non-TW Affiliate. In the event of a transfer or assignment by TP of any of its interest in the Service (or any portion thereof)
or of any TMZ Party which owns the Service (or any portion thereof) (a "Transfer") to an entity that does not control, is not controlled by
or is not under common control with TP, Warner Brothers or Time Warner Inc. ("Third Party") during the Term, TP shall provide AOL
sixty (60) days prior written notice thereof and AOL shall have a right to terminate this Agreement upon ten (10) days prior written
notice.
13.2 Right of First Negotiation. In the event of TP wishes to make a Transfer to a Third Party during the Term and within one years thereafter,
TP shall notify AOL thereof ("TP Notice"). Upon written request by AOL given within five (5) days after the TP Notice, the Parties shall
negotiate in good faith for a period of thirty (30) days ("Negotiating Period") regarding a Transfer to AOL. During the Negotiating
Period, TP shall not enter into any agreement with a Third Party or enter into binding discussions with a Third Party regarding a Transfer
to such Third Party.
13.3 Remedies. In the event of a breach, the parties will work together in good faith to resolve the dispute. If a resolution cannot be reached
the matter shall be submitted to the CEOs of AOL and Warner Brothers for resolution.
3. Traffic Roll-Up. Through and including February 28, 2010,(a) the traffic for Popeater will continue to roll-up to the Brand Website as it does as of
October 25, 2009 and AOL will continue to provide promotions reasonably necessary to continue such arrangement (the "PopEater Roll-up
Obligation"), and (b) the traffic for the Brand Website will continue to roll-up to AOL as it does as of October 25, 2009 and TP will continue to
provide promotions reasonably necessary to continue such arrangement. In consideration of AOL's performance of the Popeater Roll-up Obligation
from October, 2008 through February 28, 2010, TP shall pay AOL six hundred thousand dollars ($600,000), payable on March 15, 2010. TP shall also
reimburse AOL for any fee charged by ComScore to effectuate the foregoing arrangements. TP acknowledges that timing of such arrangements is not
completely in AOL's control and is subject to ComScore's approval and implementation.
4. Miscellaneous.
4.1 Governing Law. The MOU and this Amendment shall be interpreted and construed in accordance with the laws of the State of New York, without
regard to the principles of conflicts of laws, and with the same force and effect as if fully executed and performed therein.
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