0001193125-09-226110 Sample Contracts

SEPARATION AND DISTRIBUTION AGREEMENT By and Between TIME WARNER INC. and AOL INC. Dated as of , 2009
Separation and Distribution Agreement • November 6th, 2009 • AOL Inc. • Services-computer processing & data preparation • Delaware

SEPARATION AND DISTRIBUTION AGREEMENT dated as of , 2009, by and between TIME WARNER INC., a Delaware corporation (“TWX”), and AOL INC., a Delaware corporation (“AOL”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I hereof.

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Contract
Second Tax Matters Agreement • November 6th, 2009 • AOL Inc. • Services-computer processing & data preparation • Delaware

SECOND TAX MATTERS AGREEMENT (this “Agreement”), dated as of [November 12], 2009, by and between TIME WARNER INC., a Delaware corporation (“TWX”), and AOL INC., a Delaware corporation (“AOL”, and together with TWX, the “Companies”).

EMPLOYEE MATTERS AGREEMENT By and Among TIME WARNER INC., AOL LLC, and AOL INC. Dated as of , 2009
Employee Matters Agreement • November 6th, 2009 • AOL Inc. • Services-computer processing & data preparation • Delaware

THIS EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of , 2009, by and among TIME WARNER INC., a Delaware corporation (“TWX”), AOL LLC, a Delaware limited liability company (“AOL LLC”), and AOL INC., a Delaware corporation (“AOL”).

Amendment No. 3 to NETWORK SERVICES AGREEMENT
Network Services Agreement • November 6th, 2009 • AOL Inc. • Services-computer processing & data preparation

This Amendment No. 3 (the “Amendment No. 3”) to the Network Services Agreement dated January 1, 2004, as amended by Amendment No.1 dated June 9, 2004 and Amendment No. 2 dated January 1, 2005, (as amended, the “Agreement”) is hereby entered into on July 1, 2006 (the “Amendment No. 3 Effective Date”) by and between AOL LLC (formerly known as America Online, Inc.), a Delaware corporation with offices at 22000 AOL Way, Dulles, Virginia 20166 (“AOL”) and MCI Communications Services, Inc. d/b/a Verizon Business Services, successor-in-interest to MCI Network Services, Inc. which was formerly known as MCI WORLDCOM Network Services, Inc., with offices at 22001 Loudoun County Parkway, Ashburn, Virginia 20147 (“Verizon”). Capitalized terms used but not defined herein shall have the meanings given to them in the Agreement. All references to MCI shall be deemed to refer to Verizon.

Amendment No. 5 to NETWORK SERVICES AGREEMENT
Network Services Agreement • November 6th, 2009 • AOL Inc. • Services-computer processing & data preparation

This Amendment No. 5 (the “Amendment No. 5”) to the Network Services Agreement dated January 1, 2004, as amended by Amendment No. 1 dated June 9, 2004 and Amendment No. 2 dated January 1, 2005, Amendment No. 3 dated June 5, 2006, and Amendment No. 4 dated April 4, 2007 (as amended, the “Agreement”) is hereby entered into on January 1, 2008 (the “Amendment No. 5 Effective Date”) by and between AOL LLC (formerly known as America Online, Inc.), a Delaware limited liability company with offices at 22000 AOL Way, Dulles, Virginia 20166 (“AOL”) and MCI Communications Services, Inc. d/b/a Verizon Business Services, successor-in-interest to MCI Network Services, Inc. which was formerly known as MCI WORLDCOM Network Services, Inc., with offices at 22001 Loudoun County Parkway, Ashburn, Virginia 20147 (“Verizon”). Capitalized terms used but not defined herein shall have the meanings given to them in the Agreement. All references to MCI shall be deemed to refer to Verizon.

Contract
Credit Support Agreement • November 6th, 2009 • AOL Inc. • Services-computer processing & data preparation • New York

CREDIT SUPPORT AGREEMENT dated as of , 2009 (this “Agreement”), between TIME WARNER INC., a Delaware corporation (“Time Warner”), and AOL INC., a Delaware corporation (“AOL”).

Re: Amended and Restated Agreement for Delivery of Service between Level 3 Communications, LLC (“Level 3”) and America Online, Inc. effective as of April 18, 2000, as amended (the “Managed Modem Agreement”)
Letter Agreement • November 6th, 2009 • AOL Inc. • Services-computer processing & data preparation

This letter agreement (the “Letter Agreement”) memorializes our agreement concerning certain commitments and pricing tiers (i.e., “Level I” and “Level II”) associated with the applicable Level 3 rate center(s) (“Rate Center(s)”) within a Level 3 Market Tier (i.e., “Tier 1”, “Tier 2”, “Tier 3”, and “Tier 4”) under the Managed Modem Agreement. Capitalized terms used but not defined herein shall have the meanings set forth in the Managed Modem Agreement.

THE USE OF THE FOLLOWING NOTATION IN THIS EXHIBIT INDICATES THAT A CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION: [****].
Letter Agreement • November 6th, 2009 • AOL Inc. • Services-computer processing & data preparation

Re: Amended and Restated Agreement for Delivery of Service between Level 3 Communications, LLC (“Level 3”) and America Online, Inc. (“AOL”) effective as of April 18, 2000, as amended (the “Managed Modem Agreement”); and

THIRD AMENDMENT TO AMENDED AND RESTATED INTERACTIVE MARKETING AGREEMENT
Interactive Marketing Agreement • November 6th, 2009 • AOL Inc. • Services-computer processing & data preparation

This Third Amendment to the Amended and Restated Interactive Marketing Agreement (“Amendment Number Three”) is entered into as of April 7, 2004 (the “Amendment Effective Date”) by and between America Online, Inc., (“AOL”) a Delaware corporation, with its principal place of business at 22000 AOL Way, Dulles, VA 20166, and Google Inc., a Delaware corporation (successor-in-interest to Google Inc., a California corporation) with its principal place of business at 2400 Bayshore Parkway, Mountain View, California 94043 (“Google”).

Confidential SEVENTH AMENDMENT TO AMENDED AND RESTATED INTERACTIVE MARKETING AGREEMENT
Interactive Marketing Agreement • November 6th, 2009 • AOL Inc. • Services-computer processing & data preparation

This Seventh Amendment to Amended and Restated Interactive Marketing Agreement (this “Seventh Amendment”), dated as of March 28, 2005 (the “Seventh Amendment Effective Date”), is between AMERICA ONLINE, INC. (“AOL”), a Delaware corporation, with offices at 22000 AOL Way, Dulles, Virginia 20166, and GOOGLE INC. (“Google”), a Delaware corporation, successor-in-interest to Google Inc., a California corporation, with offices at 1600 Amphitheatre Parkway, Mountain View, California 94043.

SEVENTEENTH AMENDMENT TO AMENDED AND RESTATED INTERACTIVE MARKETING AGREEMENT
Interactive Marketing Agreement • November 6th, 2009 • AOL Inc. • Services-computer processing & data preparation

This Seventeenth Amendment to Amended and Restated Interactive Marketing Agreement (“Seventeenth Amendment”) is entered into by and between AOL LLC, (“AOL”) a Delaware limited liability company (formerly known as America Online, Inc.), with its principal place of business at 22000 AOL Way, Dulles, VA 20166, and GOOGLE INC., a Delaware corporation (successor-in-interest to Google Inc., a California corporation) with offices at 1600 Amphitheatre Parkway, Mountain View, California 94043 (“Google”), effective as of February 29, 2008 (the “Seventeenth Amendment Effective Date”).

SIXTEENTH AMENDMENT TO AMENDED AND RESTATED INTERACTIVE MARKETING AGREEMENT
Interactive Marketing Agreement • November 6th, 2009 • AOL Inc. • Services-computer processing & data preparation

This Sixteenth Amendment to Amended and Restated Interactive Marketing Agreement (“Sixteenth Amendment”) is entered into by and between AOL LLC, (“AOL”) a Delaware limited liability company (formerly known as America Online, Inc.), with its principal place of business at 22000 AOL Way, Dulles, VA 20166, and GOOGLE INC., a Delaware corporation (successor-in-interest to Google Inc., a California corporation) with offices at 1600 Amphitheatre Parkway, Mountain View, California 94043 (“Google”), effective as of September 24, 2007 (the “Sixteenth Amendment Effective Date”).

Confidential EIGHTH AMENDMENT TO AMENDED AND RESTATED INTERACTIVE MARKETING AGREEMENT
Interactive Marketing Agreement • November 6th, 2009 • AOL Inc. • Services-computer processing & data preparation

This Eighth Amendment to Amended and Restated Interactive Marketing Agreement (this “Eighth Amendment”), effective as of April 28, 2005 (the “Eighth Amendment Effective Date”), is between AMERICA ONLINE, INC. (“AOL”), a Delaware corporation, with offices at 22000 AOL Way, Dulles, Virginia 20166, and GOOGLE INC. (“Google”), a Delaware corporation, successor-in-interest to Google Inc., a California corporation, with offices at 1600 Amphitheatre Parkway, Mountain View, California 94043.

TWENTY-FIRST AMENDMENT TO AMENDED AND RESTATED INTERACTIVE MARKETING AGREEMENT
Interactive Marketing Agreement • November 6th, 2009 • AOL Inc. • Services-computer processing & data preparation

This Twenty-First Amendment to Amended and Restated Interactive Marketing Agreement (“Twenty-First Amendment”) is entered into by and between AOL LLC, a Delaware limited liability company (formerly known as America Online, Inc.), with its principal place of business at 22000 AOL Way, Dulles, VA 20166 (“AOL”), and GOOGLE INC., a Delaware corporation (successor-in-interest to Google Inc., a California corporation) with offices at 1600 Amphitheatre Parkway, Mountain View, California 94043 (“Google”), effective as of November 1, 2008 (the “Twenty-First Amendment Effective Date”). AOL and Google may be referred to individually as a “Party” and collectively as the “Parties”.

AMENDMENT NO. 2 TO AMENDED AND RESTATED AGREEMENT FOR DELIVERY OF SERVICE
AOL Inc. • November 6th, 2009 • Services-computer processing & data preparation

This Amendment No. 2 to Amended and Restated Agreement for Delivery of Service (“Amendment 2”) is entered into this 17th day of December 2004, by and between Level 3 Communications, LLC (“Level 3”) and America Online, Inc. (“Customer”). This Amendment 2 modifies that certain Amended and Restated Agreement for Delivery of Services between Customer and Level 3 dated April 17, 2000 (as amended, the “Agreement”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Agreement.

THE USE OF THE FOLLOWING NOTATION IN THIS EXHIBIT INDICATES THAT A CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION: [****].
Letter Agreement • November 6th, 2009 • AOL Inc. • Services-computer processing & data preparation

This letter agreement (the “Letter Agreement”) memorializes our agreement concerning certain commitments, pricing tiers (i.e., Tier I, II and II) associated with the applicable Rate Center within a Level 3 Market (i.e., Market, A, B and C), pricing for IGG Ports, terms for exiting certain Rate Centers and Service Wind Down, all under the Managed Modem Agreement. Capitalized terms used but not defined herein shall have the meanings set forth in the Managed Modem Agreement.

TWELFTH AMENDMENT TO AMENDED AND RESTATED INTERACTIVE MARKETING AGREEMENT
Interactive Marketing Agreement • November 6th, 2009 • AOL Inc. • Services-computer processing & data preparation

This Twelfth Amendment to Amended and Restated Interactive Marketing Agreement (this “Twelfth Amendment”) is entered into as of December 15, 2006 (the “Twelfth Amendment Effective Date”) by and between AOL LLC (formerly AMERICA ONLINE, INC.,) (“AOL”) a Delaware limited liability company, with its principal place of business at 22000 AOL Way, Dulles, VA 20166, and GOOGLE INC., a Delaware corporation (successor-in-interest to Google Inc., a California corporation) with offices at 1600 Amphitheatre Parkway, Mountain View, California 94043 (“Google”).

NINTH AMENDMENT TO AMENDED AND RESTATED INTERACTIVE MARKETING AGREEMENT
Interactive Marketing Agreement • November 6th, 2009 • AOL Inc. • Services-computer processing & data preparation

This Ninth Amendment to Amended and Restated Interactive Marketing Agreement (this “Ninth Amendment”) is entered into as of December 15, 2005 (the “Amendment Nine Effective Date”) by and between AMERICA ONLINE, INC., (“AOL”) a Delaware corporation, with its principal place of business at 22000 AOL Way, Dulles, VA 20166, and GOOGLE INC., a Delaware corporation (successor-in-interest to Google Inc., a California corporation) with offices at 1600 Amphitheatre Parkway, Mountain View, California 94043 (“Google”).

FOURTH AMENDMENT TO AMENDED AND RESTATED INTERACTIVE MARKETING AGREEMENT
Interactive Marketing Agreement • November 6th, 2009 • AOL Inc. • Services-computer processing & data preparation

This Fourth Amendment to the Amended and Restated Interactive Marketing Agreement (“Amendment Number Four) is entered into as of June 1, 2004 (the “Amendment Effective Date”) by and between America Online, Inc., (“AOL”) a Delaware corporation, with its principal place of business at 22000 AOL Way, Dulles, VA 20166, and Google Inc., a Delaware corporation (successor-in-interest to Google Inc., a California corporation) with its principal place of business at 1600 Amphitheatre Parkway, Mountain View, California 94043 (“Google”).

FIFTEENTH AMENDMENT TO AMENDED AND RESTATED INTERACTIVE MARKETING AGREEMENT
Interactive Marketing Agreement • November 6th, 2009 • AOL Inc. • Services-computer processing & data preparation

This Fifteenth Amendment to Amended and Restated lnteractive Marketing Agreement (this “Fifteenth Amendment”) is entered into as of March 2, 2007 (the “Fifteenth Amendment Effective Date”) by and between AOL LLC (formerly AMERICA ONLINE, INC.,) (“AOL”) a Delaware limited liability company, with its principal place of business at 22000 AOL Way, Dulles, VA 20166, and GOOGLE INC., a Delaware corporation (successor-in-interest to Google Inc., a California corporation) with offices at 1600 Amphitheatre Parkway, Mountain View, California 94043 (“Google”).

Confidential AMENDED AND RESTATED INTERACTIVE MARKETING AGREEMENT
Interactive Marketing Agreement • November 6th, 2009 • AOL Inc. • Services-computer processing & data preparation • Virginia

This Amended and Restated Interactive Marketing Agreement (the “Agreement”), dated as of October 1, 2003 (the “Effective Date”), is between America Online, Inc. (“AOL”), a Delaware corporation, with offices at 22000 AOL Way, Dulles, Virginia 20166, and Google Inc. (“Google”), a Delaware corporation, successor-in-interest to Google Inc., a California corporation, with offices at 2400 Bayshore Parkway, Mountain View, California 94043. AOL and Google may be referred to individually as a “Party” and collectively as the “Parties.”

Confidential ADDENDUM ONE TO THE SECOND AMENDMENT TO AMENDED AND RESTATED INTERACTIVE MARKETING AGREEMENT
Interactive Marketing Agreement • November 6th, 2009 • AOL Inc. • Services-computer processing & data preparation

This Addendum One to the Second Amendment to Amended and Restated Interactive Marketing Agreement (this “Addendum One to the Second Amendment”), dated as of October 05, 2004 (the “Addendum One to the Second Amendment Effective Date”), is between AMERICA ONLINE, INC. (“AOL”), a Delaware corporation, with offices at 22000 AOL Way, Dulles, Virginia 20166, and GOOGLE INC. (“Google”), a Delaware corporation, successor-in-interest to Google Inc., a California corporation, with offices at 2400 Bayshore Parkway, Mountain View, California 94043.

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Confidential SIXTH AMENDMENT TO AMENDED AND RESTATED INTERACTIVE MARKETING AGREEMENT
Interactive Marketing Agreement • November 6th, 2009 • AOL Inc. • Services-computer processing & data preparation

This Sixth Amendment to Amended and Restated Interactive Marketing Agreement (this “Sixth Amendment”), effective as of December 17, 2004 (the “Sixth Amendment Effective Date”), is between AMERICA ONLINE, INC. (“AOL”), a Delaware corporation, with offices at 22000 AOL Way, Dulles, Virginia 20166, and GOOGLE INC. (“Google”), a Delaware corporation, successor-in-interest to Google Inc., a California corporation, with offices at 1600 Amphitheatre Parkway, Mountain View, California 94043.

NINETEENTH AMENDMENT TO AMENDED AND RESTATED INTERACTIVE MARKETING AGREEMENT
Interactive Marketing Agreement • November 6th, 2009 • AOL Inc. • Services-computer processing & data preparation

This Nineteenth Amendment to Amended and Restated Interactive Marketing Agreement (“Nineteenth Amendment”) is entered into by and between AOL LLC, (“AOL”) a Delaware limited liability company (formerly known as America Online, Inc.), with its principal place of business at 22000 AOL Way, Dulles, VA 20166, and GOOGLE INC., a Delaware corporation (successor-in-interest to Google Inc., a California corporation) with offices at 1600 Amphitheatre Parkway, Mountain View, California 94043 (“Google”), effective as of April 30, 2008 (the “Nineteenth Amendment Effective Date”).

Confidential FIRST AMENDMENT TO AMENDED AND RESTATED INTERACTIVE MARKETING AGREEMENT
Interactive Marketing Agreement • November 6th, 2009 • AOL Inc. • Services-computer processing & data preparation

This First Amendment to Amended and Restated Interactive Marketing Agreement (this “First Amendment”), dated as of December 15, 2003 (the “First Amendment Effective Date”), is between AMERICA ONLINE, INC. (“AOL”), a Delaware corporation, with offices at 22000 AOL Way, Dulles, Virginia 20166, and GOOGLE INC. (“Google”), a Delaware corporation, successor-in-interest to Google Inc., a California corporation, with offices at 2400 Bayshore Parkway, Mountain View, California 94043.

NETWORK SERVICES AGREEMENT
Network Services Agreement • November 6th, 2009 • AOL Inc. • Services-computer processing & data preparation

This Network Services Agreement (the “Agreement”) is entered into on January 1, 2004 (the “Effective Date”) by and between America Online, Inc., a Delaware corporation with offices at 22000 AOL Way, Dulles, Virginia 20166 (“AOL”) and MCI WORLDCOM Network Services, Inc., with offices at 22001 Loudoun County Parkway, Ashburn Virginia 20147 (“MCI”). Capitalized terms used but not defined herein shall have the meanings given to them in Schedule A attached hereto.

Confidential SECOND AMENDMENT TO AMENDED AND RESTATED INTERACTIVE MARKETING AGREEMENT
Interactive Marketing Agreement • November 6th, 2009 • AOL Inc. • Services-computer processing & data preparation

This Second Amendment to Amended and Restated Interactive Marketing Agreement (this “Second Amendment”), dated as of March , 2004 (the “Second Amendment Effective Date”), is between AMERICA ONLINE, INC. (“AOL”), a Delaware corporation, with offices at 22000 AOL Way, Dulles, Virginia 20166, and GOOGLE INC. (“Google”), a Delaware corporation, successor-in-interest to Google Inc., a California corporation, with offices at 2400 Bayshore Parkway, Mountain View, California 94043.

TWENTY-SECOND AMENDMENT TO AMENDED AND RESTATED INTERACTIVE MARKETING AGREEMENT
Interactive Marketing Agreement • November 6th, 2009 • AOL Inc. • Services-computer processing & data preparation

This Twenty-Second Amendment to Amended and Restated lnteractive Marketing Agreement (“Twenty-Second Amendment”) is entered into by and between AOL LLC, a Delaware limited liability company (formerly known as America Online, Inc.), with its principal place of business at 22000 AOL Way, Dulles, VA 20166 (“AOL”), and GOOGLE INC., a Delaware corporation (successor-in-interest to Google Inc., a California corporation) with offices at 1600 Amphitheatre Parkway, Mountain View, CA 94043 (“Google”), effective as of March 13, 2009 12:00 am Pacific Time (the “Twenty-Second Amendment Effective Date”). AOL and Google may be referred to individually as a “Party” and collectively as the “Parties”.

Amendment No. 6 to NETWORK SERVICES AGREEMENT
Network Services Agreement • November 6th, 2009 • AOL Inc. • Services-computer processing & data preparation

This Amendment No. 6 (the “Amendment No. 6”) to the Network Services Agreement dated January 1, 2004, as amended by Amendment No.1 dated June 9, 2004 and Amendment No. 2 dated January 1, 2005, Amendment No. 3 dated June 5, 2006, Amendment No. 4 dated April 4, 2007, and Amendment No. 5 dated January 1, 2008 (as amended, the “Agreement”) is hereby entered into on November 1, 2009 (the “Amendment No. 6 Effective Date”) by and between AOL LLC (formerly known as America Online, Inc.), a Delaware limited liability company with offices at 22000 AOL Way, Dulles, Virginia 20166 (“AOL”) and Verizon Business Network Services Inc. on behalf of MCI Communications Services, Inc. d/b/a Verizon Business Services, with offices at 22001 Loudoun County Parkway, Ashburn Virginia 20147 (“Verizon”). Capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

FOURTEENTH AMENDMENT TO AMENDED AND RESTATED INTERACTIVE MARKETING AGREEMENT
Interactive Marketing Agreement • November 6th, 2009 • AOL Inc. • Services-computer processing & data preparation

This Fourteenth Amendment to Amended and Restated Interactive Marketing Agreement (this “Fourteenth Amendment”) is entered into as of February 16, 2006 (the “Fourteenth Amendment Effective Date”) by and between AOL LLC (formerly AMERICA ONLINE, INC.,) (“AOL”) a Delaware limited liability company, with its principal place of business at 22000 AOL Way, Dulles, VA 20166, and GOOGLE INC., a Delaware corporation (successor-in-interest to Google Inc., a California corporation) with offices at 1600 Amphitheatre Parkway, Mountain View, California 94043 (“Google”).

THIRTEENTH AMENDMENT TO AMENDED AND RESTATED INTERACTIVE MARKETING AGREEMENT
Interactive Marketing Agreement • November 6th, 2009 • AOL Inc. • Services-computer processing & data preparation

This Thirteenth Amendment to Amended and Restated Interactive Marketing Agreement (this “Thirteenth Amendment”) is entered into as of January 12, 2007 (the “Thirteenth Amendment Effective Date”) by and between AOL LLC (formerly AMERICA ONLINE, INC.,) (“AOL”) a Delaware limited liability company, with its principal place of business at 22000 AOL Way, Dulles, VA 20166, and GOOGLE INC., a Delaware corporation (successor-in-interest to Google Inc., a California corporation) with offices at 1600 Amphitheatre Parkway, Mountain View, California 94043 (“Google”).

AMENDED AND RESTATED AGREEMENT FOR DELIVERY OF SERVICE
AOL Inc. • November 6th, 2009 • Services-computer processing & data preparation • Virginia

This Amended and Restated Agreement for Delivery of Service (the “Agreement”) is entered into this 18th day of April, 2000 (the “Effective Date”), by and between Level 3 Communications, LLC (“Level 3”) and America Online, Inc. (“Customer”). This Agreement shall replace and supersede that certain Agreement for Delivery of Services between Customer and Level 3 dated October 12, 1999 (the “Original Agreement”). For the sole purpose of determining each party’s rights and responsibilities with respect to the Original Agreement and this Agreement, the rights and responsibilities of the parties from and after the Effective Date of this Agreement shall be defined by this Agreement, and the rights and responsibilities of the parties prior to the Effective Date of this Agreement shall be defined by the Original Agreement; provided, however, that any orders submitted pursuant to the Original Agreement before the Effective Date of this Agreement for delivery after the Effective Date of this Agreem

AMENDMENT NO. 1 TO NETWORK SERVICES AGREEMENT
Network Services Agreement • November 6th, 2009 • AOL Inc. • Services-computer processing & data preparation

This Amendment No. 1 to the Network Services Agreement (the “Agreement”) is entered into on June 9th, 2004 (the “Amendment No. 1 Effective Date”) by and between America Online, Inc., a Delaware corporation with offices at 22000 AOL Way, Dulles, Virginia 20166 (“AOL”) and MCI WORLDCOM Network Services, Inc., with offices at 22001 Loudoun County Parkway, Ashburn, Virginia 20147 (“MCI”).

Re: Amended and Restated Agreement for Delivery of Service between Level 3 Communications, LLC (“Level 3”) and America Online, Inc. (“Customer”) effective as of April 18, 2000, (the “Managed Modem Agreement”)
Letter Agreement • November 6th, 2009 • AOL Inc. • Services-computer processing & data preparation

This letter agreement (the “Letter Agreement”) memorializes our agreement concerning Customer’s desire to exceed the number of Fixed Ports purchased by Customer pursuant to certain commitments under the Managed Modem Agreement. Capitalized terms used but not defined herein shall have the meanings set forth in the Managed Modem Agreement. Specifically this Agreement modifies that certain Letter Agreement by and between Level 3 and Customer, dated March 7, 2008 (the “March 7 Letter Agreement”).

Confidential FIFTH AMENDMENT TO AMENDED AND RESTATED INTERACTIVE MARKETING AGREEMENT
Interactive Marketing Agreement • November 6th, 2009 • AOL Inc. • Services-computer processing & data preparation

This Fifth Amendment to Amended and Restated Interactive Marketing Agreement (this “Fifth Amendment”), effective as of June 14, 2004 (the “Fifth Amendment Effective Date”), is between AMERICA ONLINE, INC. (“AOL”), a Delaware corporation, with offices at 22000 AOL Way, Dulles, Virginia 20166, and GOOGLE INC. (“Google”), a Delaware corporation, successor-in-interest to Google Inc., a California corporation, with offices at 2400 Bayshore Parkway, Mountain View, California 94043.

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