1st Amendment To Escrow Agreement Jan 30, 2001

EXHIBIT 10.2


FIRST AMENDMENT TO ESCROW AGREEMENT


This FIRST AMENDMENT, dated as of January 30, 2001 (this "First Amendment"), to the Escrow Agreement, dated as of September 11, 2000 (the "Escrow Agreement"), is made by and between TIVO INC., a Delaware Corporation (the "Company"), AMERICA ONLINE, INC., a Delaware corporation (the "Purchaser"), and U.S. TRUST COMPANY, NATIONAL ASSOCIATION (the "Escrow Agent"). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Escrow Agreement.


W I T N E S S E T H:
-------------------


WHEREAS, Section 8 of the Escrow Agreement provides for the amendment of the Escrow Agreement upon the written consent of the Company, the Purchaser and the Escrow Agent;


WHEREAS, the Purchaser and the Company are parties to the Investment Agreement, dated as of June 9, 2000, as amended by the First Amendment, dated as of September 11, 2000, and as amended by the Second Amendment, dated as of January 30, 2001 (as so amended, the "Investment Agreement");


WHEREAS, pursuant to the Second Amendment to the Investment Agreement, the Purchaser and the Company have agreed to direct the Escrow Agent to release certain Escrowed Funds to the Company;


WHEREAS, the Company, the Purchaser and the Escrow Agent desire to amend certain provisions of the Escrow Agreement;


NOW, THEREFORE, the parties hereto agree as follows:


1. Amendment to Section 3. Section 3 of the Escrow Agreement is hereby amended
---------------------- by inserting the following new paragraph (c):


"(c) Release of Escrowed Funds at the Direction of the Company and
the Purchaser. All of the Escrowed Funds, or any portion thereof, shall be
released by the Escrow Agent to the Company, the Purchaser or a third
party, by wire transfer of immediately available funds to such account as
the Company and the Purchaser shall designate in writing, upon receipt by
the Escrow Agent of written instructions ("Joint Release Instructions")
signed by both the Company and the Purchaser that (i) certify that both the
Company and the Purchaser agree upon the release of the Escrowed Funds to
the account designated, (ii) specify the amount of the Escrowed Funds to be
released and (iii) specify the account information of the account to which
the Escrowed Funds shall be transferred."


2. Agreement to Release Escrowed Funds. Pursuant to the Joint Release
----------------------------------- Instructions attached as Annex A hereto, the Purchaser and the Company hereby direct the Escrow Agent to


release Escrowed Funds in the amount of forty-three million, five hundred thousand dollars ($43,50 ...