America Online 2009 Annual Report Download - page 177

Execution Copy
to Amended and Restated Interactive Marketing Agreement effective as of October 1, 2008 (the "Twentieth Amendment"), that Twenty-First Amendment to
Amended and Restated Interactive Marketing Agreement effective as of November 1, 2008 (the "Twenty-First Amendment"), that Twenty-Second
Amendment to Amended and Restated Interactive Marketing Agreement effective as of March 13, 2009 (the "Twenty-Second 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" and the Existing Agreement together with this Twenty-Third Amendment, the
"Agreement"). Capitalized terms not defined in this Twenty-Third Amendment shall have the meanings set forth in the Existing Agreement.
AGREEMENT
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby amend the Existing Agreement
as follows:
A. Definitions. Solely for purposes of this Twenty-Third Amendment, the capitalized terms below shall have the following meaning:
CNN means CNN Interactive Group, Inc.
CNN Interim Properties means www.cnn.com.
Interim Period means the period of time beginning on the Spin-Off Date and ending on [****].
Interim Properties means the CNN Interim Properties and the TII Interim Properties.
Spin-Off means a spinoff, split-off or other distribution of all or part of the equity interests of AOL to public shareholders.
Spin-Off Date means the effective date of the Spin-Off which, as of the Twenty-Third Amendment Effective Date, AOL expects to be December 10,
2009.
TII means Time Inc.
TII Interim Properties means the following websites of TII: SI.com, People.com, Time.com, CNNMoney.com, InStyle.com, EW.com, Golf.com,
CookingLight.com, SouthernLiving.com and CottageLiving.com.
B. Assignment of the Agreement to AOL Inc. AOL LLC, a Delaware limited liability company (formerly known as America Online, Inc.), with its principal
place of business at 770 Broadway, New York, NY 10003 ("AOL LLC"), was the contracting party to the Existing Agreement. In connection with the Spin-
Off, AOL represents and warrants that the Agreement in its entirety was assigned to AOL and AOL will assume all of the rights, duties, obligations, liabilities
and commitments of AOL LLC arising under the Agreement as of the Twenty-Third Amendment Effective Date (the "Assignment"). Notwithstanding
anything to the contrary in the Agreement, Google hereby consents to the Assignment. Accordingly, (i) AOL shall be the contracting Party to the Agreement
and all terms and conditions of the Agreement shall be fully binding on AOL as of the Twenty-Third Amendment Effective Date, and (ii) notwithstanding the
Spin-Off, AOL has instructed Google, and Google hereby agrees, to continue paying any and all payments owed by Google arising under the Agreement in
the same manner and to the same bank account as payments that were made by Google under the Existing Agreement fox the month of
GOOGLE & AOL CONFIDENTIAL 2 23rd Amendment Draft 12.08.09 v2