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”)

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”)

Termination of Existing Commitments:    AOL’s purchased commitment set forth in the letter agreement dated May 31, 2006 between Level 3 and AOL LLC (the “2006 Purchase Commitment”) shall be terminated as of December 31, 2007 and shall thereafter have no further force or effect.

Revised Purchase Commitment:    In place of the 2006 Purchase Commitment, AOL commits that it will maintain the Committed Percentage (as defined below) of AOL’s Total AOL Dial-up Hours (as defined below) with Level 3 under the Managed Modem Agreement (the “2008 through 2009 Purchase Commitment”) during each of (i) January 1, 2008 – February 29, 2008; (ii) March 1, 2008 - December 31, 2008; (iii) January 1, 2009 – March 31, 2009; (iv) April 1, 2009 – June 30, 2009; (v) July 1, 2009 – September 30, 2009; and (vi) October 1, 2009 – December 31, 2009; (each a “Commitment Period” and collectively the “2008 through 2009 Commitment Periods”). The committed percentage of AOL’s Total AOL Dial-Up Hours (“Committed Percentage”) shall be as set forth in subsections (i)-(vi) below:

“Total AOL Dial-up Hours”  shall mean the aggregate number of dial-up service hours delivered by AOL in the United States to all of AOL’s dial-up access vendors, including Level 3, during the applicable Commitment Period, minus Excluded Hours (as defined below). AOL agrees that it will not resell Managed Modem Service to non-affiliated third parties on a wholesale or stand alone basis without the advance written consent of ▇▇▇▇▇ ▇, and that if it sells or otherwise provides Managed Modem Service to affiliated third parties, that it shall restrict such affiliated third parties from reselling the Managed Modem Service on a wholesale or stand alone basis. Excluded Hours: Total AOL Dial-up Hours in excess of [****] each month during the Term shall be excluded from Total AOL Dial-up Hours (“Excluded Hours”).

Traffic Migration.  By no later than September 30, 2008, AOL will turn down ports and associated hours listed in the Rate Centers on Exhibit A necessary to reduce the Total AOL Dial-up Hours by approximately [****] percent [****] of the total amount of such hours delivered by AOL (the “Port Turn-Down”). As of October 1, 2008, AOL acknowledges and agrees that Level 3 shall have no further obligation to support the Rate Centers on Exhibit A. Effective March 1, 2008, Section 5 of the letter agreement dated May 31, 2006 between Level 3 and AOL LLC shall be deleted in its entirety and shall no longer be in effect.

Term; Renewal; Service Wind Down:  The Term of the Managed Modem Agreement will extend through December 31, 2009, subject to the Wind Down Period (as defined below). The Term (respecting Services provided under the Managed Modem Agreement) may only be extended beyond December 31, 2009 through mutual agreement of the parties. Upon expiration or termination of the Term, respecting any ports provided under the Managed Modem Agreement, including the ICG Ports, and provided the parties have not mutually agreed to extend the Term, the parties shall begin the process of winding down Service provided under the Managed Modem Agreement in accordance with the following (as described in this Section, the “Service Wind Down”), which shall be effective the first day following the expiration or termination of the Term and continue for a [****] (“Wind Down Period”), unless otherwise extended by mutual agreement of the Parties:

Level I

Level II

ICG Ports.    The ICG Ports and associated hours delivered on the ICG Ports shall continue to be delivered in accordance with the provisions of the June 29, 2007 letter agreement between the parties, except that the ICG Term (defined in the June 29, 2007 letter agreement between the parties) shall be extended through December 31, 2009, which period is co-terminus with the 2008 through 2009 Commitment Periods. The provisions of Section 5 of this Letter shall apply to the ICG Ports. Notwithstanding the foregoing, AOL shall have the option to turn down any portion of the ICG Ports on one occasion each year, specifically June 30, 2008 and June 30, 2009 (each a “Yearly Notice Date”), provided AOL provides Level 3 with at least thirty (30) days’ prior written in advance of the relevant Yearly Notice Date of its intention to do so. For avoidance of doubt, any hours delivered within each Commitment Period on the ICG Ports shall contribute to AOL’s 2008 through 2009 Purchase Commitment.

Purchase Commitment Certification:    For clarity, the certification process for validating Level 3’s share of Total AOL Dial-Up Hours related to any purchase commitments made under the Managed Modem Agreement shall remain in place through the Term associated with the same.

Toll Free Managed Modem Services:    The toll free modem service being provided to AOL by Level 3 pursuant to i) the Amendment to the Global Master Services Agreement for Colocation Space effective as of May 16, 2005 between Level 3 and America Online, Inc., and ii)

Amendment No. 6 to Network Services Agreement by and between America Online, Inc and ▇▇▇▇▇ ▇ Communications, LLC (successor to Genuity Services, Inc. (BBN Corporation) dated March 21, 2005, shall be further amended to extend the term of such services to be co-terminus with the expiration of the Managed Modem Agreement.

Other existing terms and conditions:    All other terms and conditions in the Managed Modem Agreement, as amended, not specifically addressed herein will remain in effect. In the event of any conflicts between the terms of the Managed Modem Agreement and this Letter Agreement, the terms of this Letter Agreement shall govern.

Sincerely,

LEVEL 3 COMMUNICATIONS, LLC

/s/    ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇ ▇▇▇▇▇▇

S.V.P.

Accepted and agreed:

AOL LLC

/s/    ▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇ ▇▇▇▇▇

Chief Financial Officer

[****]

[****]

Level 3 Market Tier

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