Exhibit 99.2
Execution Copy
FIFTH AMENDMENT TO MARKETING AGREEMENT
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This Fifth Amendment to Marketing Agreement (this "Amendment"), effective
as of June 1, 2001, is made and entered into by and between America Online,
Inc. ("AOL"), a Delaware corporation, with offices at 00000 XXX Xxx, Xxxxxx,
Xxxxxxxx 00000, and eMachines, Inc. ("eMachines"), a Delaware corporation, with
offices at 00000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000. AOL and
eMachines may be referred to individually as a "Party" and collectively as
"Parties."
INTRODUCTION
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WHEREAS, AOL and eMachines have entered into that certain Marketing
Agreement, dated June 17, 1999, as amended (including all exhibits thereto, the
"Original Agreement"); and
WHEREAS, the Parties desire to amend and supplement the terms of the
Original Agreement to extend the promotional term of the Consumer Rebate Offer
pursuant to the terms provided below.
NOW, THEREFORE, in consideration of the terms and conditions set forth in
this Amendment and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, AOL and eMachines hereby agree to
amend and supplement the Original Agreement in accordance with the following
terms and conditions:
TERMS
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1. Consumer Rebate Offer - Rebate Offer Period. The Original Agreement is
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hereby amended by deleting the first sentence of Section E of Exhibit B in its
entirety, "The Rebate Offer Period shall be a two (2) year period commencing
from the launch date (to be determined by eMachines, AOL and the Bank), provided
that at AOL's sole discretion, AOL may elect to extend the Rebate Offer Period",
and replacing it with the following text, "The Rebate Offer Period shall
commence on the launch date (to be determined by eMachines and AOL, plus the
Bank, if any) and shall terminate on September 8,2001, provided that at AOL's
sole discretion, AOL may elect to extend the Rebate Offer Period."
2. Definitions. Capitalized terms used but not defined herein shall have the
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meanings given thereto in the Original Agreement.
3. Original Agreement. Except as specifically amended and supplemented hereby,
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the Original Agreement remains in full force and effect.
4. Counterparts. This Amendment may be executed in counterparts, each of which
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will be deemed an original and all of which together will constitute one and the
same document.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
1
Execution Copy
IN WITNESS WHEREOF, the Parties hereto executed this Amendment as of
the date first above written.
AMERICA ONLINE, INC. EMACHINES, INC.
By: /s/ Xxxxxx Xxxxxx By: /s/ Xxxx Xxxxxxxx
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Print Name: Xxxxxx Xxxxxx Print Name: Xxxx Xxxxxxxx
Title: VP, Business Affairs Title: SVP/COO
Date: 8/29/01 Date:
