EXHIBIT 10.56
CONFIDENTIAL TREATMENT REQUESTED
AMENDMENT NUMBER 2 TO INTERACTIVE MARKETING AGREEMENT
This Amendment Number 2 to Interactive Marketing Agreement (this
"Second Amendment") dated as of April 1, 2001 (the "Second Amendment Date"), is
by and between America Online, Inc. ("AOL"), a Delaware corporation, with
offices at 00000 XXX Xxx, Xxxxxx, Xxxxxxxx 00000, and Xxxxxxx.xxx ("MP" or
"Autoweb"), a Delaware corporation, with offices at 0000 Xxx Xxxxxx, Xxxxx
Xxxxx, Xxxxxxxxxx 00000, and shall amend that certain Interactive Marketing
Agreement dated June 30, 1999, by and between AOL and MP (the "Original
Agreement"), as amended by that certain Amendment Number 1 to Interactive
Marketing Agreement, by and between AOL and MP (the "First Amendment") (the
Original Agreement as amended by the First Amendment is hereinafter referred to
as the "Agreement"). Capitalized terms used herein and not otherwise defined
shall have the meanings ascribed to them in the Agreement.
INTRODUCTION
1. The Parties have reviewed the performance of the
relationship created pursuant to the Agreement and have now desire to amend the
relationship further in accordance with the Terms of this Second Amendment.
2. Except as specifically amended by this Second Amendment,
the Parties desire that the Agreement remain in full force and effect.
TERMS
A. CARRIAGE.
A.1 AMENDMENT OF CARRIAGE PLAN. Exhibit A of the Agreement as
amended by Section L.1. of the First Amendment is hereby further amended to
provide that in lieu of the Promotions set forth herein, the Promotions to be
provided from and after the Second Amendment Date in accordance therewith shall
be as set forth on Exhibit A of this Second Amendment.
A.2 IMPRESSIONS COMMITMENT. The first sentence of Section 1.2 of the
Agreement as amended by Section L.2. of the First Amendment is hereby further
amended to provide that the Impression Commitment, during the Initial Term, as
set forth in the First Amendment, shall be reduced to an amount equal to the sum
of (i) the Impressions delivered by AOL under the Agreement prior to the Second
Amendment Date, and (ii) [**] Impressions.
A.3 FIXED PLACEMENT. The Agreement, as amended by the First
Amendment, is hereby further amended by adding the following at the end of the
second sentence of Section L.3(a):
"Notwithstanding the attainment of the minimum Delivery Number,
until MP shall deliver the notice required under Section L.3(c)
below, AOL shall continue the placements designated on Exhibit A
as "Product Page Impressions" as a permanent placement; provided
that notwithstanding the foregoing, MP agrees and acknowledges
that the [**] Product Page Impressions shall not be permanent
and shall be subject to replacement. In addition, as of May 1,
2001, MP agrees and acknowledges that the [**] Product Page
Impressions Promotions shall not be permanent and shall be
subject to replacement."
**Confidential treatment has been requested with respect to certain information
contained in this document. Confidential portions have been omitted from the
public filing and have been filed separately with the Securities and Exchange
Commission.
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B. PAYMENTS.
B.1 GUARANTEED PAYMENT. The portion of Guaranteed Payment as set
forth in Section M.3(b) of First Amendment, which would otherwise be payable by
MP to AOL, but which has not been paid to AOL by MP as of the Second Amendment
Date, is hereby amended and the amount payable with respect to such unpaid
portion of guaranteed payment set forth in such Section M.3(b) shall be reduced
by substituting in lieu thereof of a guaranteed payment of [**] Dollars ($**),
which shall payable by MP to AOL as follows: [**]Dollars ($**) shall be payable
on each of [**] (each a "Payment Date")
C. EXHIBIT A. Exhibit A identified in and attached to this Second Amendment
is incorporated into the Agreement and are hereby made a part of this Second
Amendment.
D. EFFECT ON AGREEMENT. Except as specifically amended by this Second
Amendment, the Agreement remains in full force and effect.
[SIGNATURE PAGE FOLLOWS]
**Confidential treatment has been requested with respect to certain information
contained in this document. Confidential portions have been omitted from the
public filing and have been filed separately with the Securities and Exchange
Commission.
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In witness whereof, the Parties have executed this Second
Amendment as of the date written hereinabove.
AMERICA ONLINE, INC.
By: /s/
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Name:
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Title:
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XXXXXXX.XXX, INC.
By: /s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx
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Title:
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**Confidential treatment has been requested with respect to certain information
contained in this document. Confidential portions have been omitted from the
public filing and have been filed separately with the Securities and Exchange
Commission.
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