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AOL Inc. – ‘10-12B/A’ on 11/5/09 – EX-10.40

On:  Thursday, 11/5/09, at 9:55pm ET   ·   As of:  11/6/09   ·   Accession #:  1193125-9-226110   ·   File #:  1-34419

Previous ‘10-12B’:  ‘10-12B/A’ on 10/26/09   ·   Next:  ‘10-12B/A’ on 11/12/09   ·   Latest:  ‘10-12B/A’ on 11/16/09

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/06/09  AOL Inc.                          10-12B/A              50:6.6M                                   RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 10-12B/A    Amendment #3 to Form 10                             HTML    131K 
 2: EX-2.1      Plan of Acquisition, Reorganization, Arrangement,   HTML    249K 
                          Liquidation or Succession                              
 3: EX-8.1      Opinion re: Tax Matters                             HTML     27K 
 4: EX-10.2     Material Contract                                   HTML     70K 
 6: EX-10.22    Material Contract                                   HTML    235K 
 7: EX-10.23    Material Contract                                   HTML     51K 
 8: EX-10.24    Material Contract                                   HTML     41K 
 9: EX-10.25    Material Contract                                   HTML     40K 
10: EX-10.26    Material Contract                                   HTML     27K 
11: EX-10.27    Material Contract                                   HTML     33K 
12: EX-10.28    Material Contract                                   HTML     25K 
13: EX-10.29    Material Contract                                   HTML     27K 
 5: EX-10.3     Material Contract                                   HTML    219K 
14: EX-10.30    Material Contract                                   HTML     58K 
15: EX-10.31    Material Contract                                   HTML     31K 
16: EX-10.32    Material Contract                                   HTML     26K 
17: EX-10.33    Material Contract                                   HTML     93K 
18: EX-10.35    Material Contract                                   HTML     27K 
19: EX-10.36    Material Contract                                   HTML     27K 
20: EX-10.37    Material Contract                                   HTML     26K 
21: EX-10.38    Material Contract                                   HTML     27K 
22: EX-10.39    Material Contract                                   HTML     27K 
23: EX-10.40    Material Contract                                   HTML    115K 
24: EX-10.42    Material Contract                                   HTML     29K 
25: EX-10.44    Material Contract                                   HTML     67K 
26: EX-10.45    Material Contract                                   HTML     28K 
27: EX-10.46    Material Contract                                   HTML     19K 
28: EX-10.47    Material Contract                                   HTML    173K 
29: EX-10.48    Material Contract                                   HTML     23K 
30: EX-10.49    Material Contract                                   HTML     24K 
31: EX-10.50    Material Contract                                   HTML     53K 
32: EX-10.51    Material Contract                                   HTML     20K 
33: EX-10.52    Material Contract                                   HTML     40K 
34: EX-10.53    Material Contract                                   HTML    118K 
35: EX-10.54    Material Contract                                   HTML    140K 
36: EX-10.55    Material Contract                                   HTML     27K 
37: EX-10.57    Material Contract                                   HTML     39K 
38: EX-10.58    Material Contract                                   HTML     91K 
39: EX-10.60    Material Contract                                   HTML     23K 
40: EX-10.61    Material Contract                                   HTML     44K 
41: EX-10.62    Material Contract                                   HTML     23K 
42: EX-10.63    Material Contract                                   HTML     19K 
43: EX-10.64    Material Contract                                   HTML     36K 
44: EX-10.67    Material Contract                                   HTML     17K 
45: EX-10.91    Material Contract                                   HTML     81K 
46: EX-10.92    Material Contract                                   HTML    132K 
47: EX-10.94    Material Contract                                   HTML     21K 
48: EX-10.95    Material Contract                                   HTML     54K 
49: EX-10.96    Material Contract                                   HTML     54K 
50: EX-99.1     Miscellaneous Exhibit                               HTML   2.05M 

Exhibit 10.40

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: [****].

EXECUTION VERSION

SEVENTEENTH AMENDMENT TO AMENDED AND RESTATED

INTERACTIVE MARKETING AGREEMENT

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”).

INTRODUCTION

The Parties hereto wish to further amend that certain Amended and Restated Interactive Marketing Agreement effective as of October 1, 2003 (the “IMA”), as amended previously by that certain First Amendment to the Amended and Restated Interactive Marketing Agreement effective as of December 15, 2003 (the “First Amendment”), that Second Amendment to Amended and Restated Interactive Marketing Agreement effective as of March 30, 2004 (the “Second Amendment”), that Third Amendment to Amended and Restated Interactive Marketing Agreement effective as of April 7, 2004 (the “Third Amendment”), that Fourth Amendment to Amended and Restated Interactive Marketing Agreement effective as of June 1, 2004 (the “Fourth Amendment”), that Fifth Amendment to Amended and Restated Interactive Marketing Agreement effective as of June 14, 2004 (the “Fifth Amendment”), that Sixth Amendment to Amended and Restated Interactive Marketing Agreement effective as of December 17, 2004 (the “Sixth Amendment”), that Seventh Amendment to Amended and Restated Interactive Marketing Agreement effective as of March 28, 2005 (the “Seventh Amendment”), that Eighth Amendment to Amended and Restated Interactive Marketing Agreement effective as of April 28, 2005 (the “Eighth Amendment”), that Ninth Amendment to Amended and Restated Interactive Marketing Agreement effective as of December 15, 2005 (the “Ninth Amendment”), that Tenth Amendment to Amended and Restated Interactive Marketing Agreement effective as of March 24, 2006 (the “Tenth Amendment”), that Eleventh Amendment to Amended and Restated Interactive Marketing Agreement effective as of September 28, 2006 (the “Eleventh Amendment”), that Twelfth Amendment to Amended and Restated Interactive Marketing Agreement effective as of December 15, 2006 (the “Twelfth Amendment”), that Thirteenth Amendment to Amended and Restated Interactive Marketing Agreement effective as of January 12, 2007 (the “Thirteenth Amendment”), that Fourteenth Amendment to Amended and Restated Interactive Marketing Agreement effective as of February 16, 2007 (the “Fourteenth Amendment”), that Fifteenth Amendment to Amended and Restated Interactive Marketing Agreement effective as of March 2, 2007 (the “Fifteenth Amendment”), that Sixteenth Amendment to Amended and Restated Interactive Marketing Agreement effective as of September 24, 2007 (the “Sixteenth Amendment”), and that Addendum One to the Second Amendment to Amended and Restated Interactive Marketing Agreement dated October 5, 2004 (“Addendum”) (the IMA and such amendments and addendum, collectively the “Existing Agreement” and the Existing Agreement together with the Seventeenth Amendment, the “Agreement”). Capitalized terms not defined in this Seventeenth Amendment shall have the meanings set forth in the Existing Agreement.

AGREEMENT

For good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Parties (1) amend the Existing Agreement and (2) agree to the Subsequent Carriage Plan Calendar Year 2008 (“SCP 2008”), each as follows:

1. Content Targeted Advertisements in the AOL Video Player.

1.1 AOL Video Player. Notwithstanding anything to the contrary in the Existing Agreement,

EXECUTION VERSION

AOL may add, via the Carriage Plan attached hereto in Seventeenth Amendment Exhibit A and any Subsequent Carriage Plans (in accordance with the provisions set forth in the Existing Agreement), the AOL Video Player (as defined below), [****].

1.2 [****]

1.3 [****]

2. Subsequent Carriage Plan Calendar Year 2008. SCP 2008 consists of the promotions in Seventeenth Amendment Exhibit A and the Exclusive Category Filter in Seventeenth Amendment Exhibit B. SCP 2008 is governed by the terms of the Agreement. SCP 2008 supersedes any prior or collateral carriage plans, whether written or oral, between Google and AOL. Google will use commercially reasonable efforts to implement SCP 2008 [****] of the Seventeenth Amendment Effective Date.

3. First Amendment Term. The First Amendment Term, as defined in Section 4 of the First Amendment, is hereby extended through March 31, 2008. For the avoidance of doubt, the “First Amendment Term” shall apply to all terms and conditions set forth in the Agreement associated with the display of Content Targeted Advertisements, as defined in the First Amendment.

4. Seventeenth Amendment Term; Termination. The term of this Seventeenth Amendment will commence on the Seventeenth Amendment Effective Date shall extend through the First Amendment Term. AOL shall have the right to terminate this Seventeenth Amendment for convenience (i.e., [****]) at anytime [****] prior written notice to Google. Sections 1.3 and 3 will survive any termination or expiration of this Seventeenth Amendment.

5. Order of Precedence. This Seventeenth Amendment is supplementary to and modifies the Existing Agreement. The terms of this Seventeenth Amendment supersede provisions in the Existing Agreement only to the extent that the terms of this Seventeenth Amendment and the Existing Agreement expressly conflict. However, nothing in this Seventeenth Amendment shall be interpreted as invalidating the Existing Agreement, and provisions of the Existing Agreement shall continue to govern relations between the Parties insofar as they do not expressly conflict with this Seventeenth Amendment. Furthermore, for the avoidance of doubt, any amendments or other changes made to any terms of the Existing Agreement under this Seventeenth Amendment shall be interpreted to have full force and effect on any other relevant provisions of the Existing Agreement (including, but not limited to, Definitions, Exhibits, and Schedules related thereto), which reference or rely on such amended or changed terms.

EXECUTION VERSION

6. Counterparts; Facsimile. This Seventeenth Amendment may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document. This Seventeenth Amendment may be executed by facsimile.

EXECUTION VERSION

IN WITNESS WHEREOF, the Parties have executed this Seventeenth Amendment to the Amended and Restated Interactive Marketing Agreement.

List of Exhibits

EXECUTION VERSION

Seventeenth Amendment Exhibit A

[****]

EXHIBIT A

PROMOTIONS

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[Remainder of page intentionally left blank.]

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EXECUTION VERSION

Seventeenth Amendment Exhibit B

[****]

EXHIBIT B

Exclusivity Categories Filters Exhibit

Exclusive Categories Filter Exhibit

The numbers listed below for each Category shall correspond to the numbers identified for the Exclusivities of the specific promotions under Exhibit A

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EXECUTION VERSION

Seventeenth Amendment Exhibit C

Mock Up

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Dates Referenced Herein

This ‘10-12B/A’ Filing		Date		Other Filings
Filed as of:		11/6/09		None on these Dates
Filed on:		11/5/09
		3/31/08
		2/29/08
		9/24/07
		3/2/07
		2/16/07
		1/12/07
		12/15/06
		9/28/06
		3/24/06
		12/15/05
		4/28/05
		3/28/05
		12/17/04
		10/5/04
		6/14/04
		6/1/04
		4/7/04
		3/30/04
		12/15/03
		10/1/03
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Filing Submission 0001193125-09-226110   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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