America Online 2010 Annual Report Download - page 238

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and Restated Interactive Marketing Agreement effective as of June 1, 2010 (the "Twenty-Eighth Amendment"), that Twenty-Ninth Amendment to Amended
and Restated Interactive Marketing Agreement effective as of July 1, 2010 (the "Twenty-Ninth 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 Thirtieth Amendment, the "Agreement").
TERMS
A. Definitions. Capitalized terms not defined in this Thirtieth Amendment shall have the meanings set forth in the Existing Agreement.
B. Renewal of the Agreement. The Parties hereby agree to extend the term of the Agreement commencing on December 20, 2010 to and through
December 31, 2015 (inclusive) (the "Renewal Term"), unless terminated earlier as provided for in this Agreement. During the Renewal Term, all references
to the capitalized term "Term" in the Existing Agreement shall mean the Renewal Term.
C. The following Sections will not be effective until January 1, 2011, except that Section 11 ([****] Payments) below shall be effective as of the Thirtieth
Amendment Effective Date:
1. Definitions.
1.1 Amended Definitions. The following definitions in Exhibit A of the Existing Agreement shall be deleted in their entirety and restated as
follows:
Affiliate(s). With respect to either Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that
Party. For the purposes of this definition, an entity will be deemed to "control" another entity when it possesses, directly or indirectly, (a) greater
than 50% of the total voting power of the entity's then outstanding securities (or other comparable ownership interest), and (b) the power to direct
the management and policies of the entity (whether through beneficial ownership of securities or other ownership interests, by contract or
otherwise).
ADI Properties. Existing and new websites and Client Applications ("ADI Client Application") wholly owned and controlled by AOL
Affiliates (but not including Affiliates that are wholly owned by AOL) that are based in and primarily targeted to end users in the United States.
For the avoidance of doubt, ADI Properties expressly exclude any [****] or [****] versions of a website or Client Application.
AOL Properties means (i) AOL Websites, (ii) Existing AOL Client Applications, and (iii) New AOL Client Applications.
1.2 New Definitions. The following definitions shall be added to Exhibit A of the Agreement:
Client Applications. As defined in Section 5 (Client Applications) of the Thirtieth Amendment.
Covered Properties. AOL Properties, ADI Properties, [****] AOL Client Applications and [****] AOL Websites.
AOL Websites. Existing and new websites that (i) are wholly owned and controlled by (1) AOL or (2) Affiliates that are wholly owned by AOL,
(ii) are based in and primarily targeted to end users in the United States. For the avoidance of doubt, AOL Websites expressly exclude any [****]
or [****] versions of a website.
Existing AOL Client Applications. Existing AOL Client Applications are Client Applications existing as of the Thirtieth Amendment Effective
Date, as listed in Section 2 of Exhibit A to the Thirtieth Amendment.
New AOL Client Application. A New AOL Client Application is a Client Application that (a) is wholly
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