EX-10.17.3



 





EXHIBIT 10.17.3


CONFIDENTIAL
TREATMENT REQUESTED



EXECUTION COPY




AMENDMENT NO. 1 TO

SYNACOR MASTER SERVICES AGREEMENT



THIS AMENDMENT NO. 1 TO SYNACOR MASTER SERVICES AGREEMENT (this “Amendment No. 1”) dated as of
the 28th day of December, 2004, by and between SYNACOR, INC. (“Synacor”) and ACC
OPERATIONS, INC. (“Client”) amends the Master Services Agreement dated July 13, 2004 by and
between Synacor and Client (the “Agreement”). Capitalized terms used but not defined in this
Amendment No. 1 shall have the meanings ascribed to them in the Agreement.




WITNESETH:



WHEREAS, Synacor and Client entered into the Agreement to establish the terms and conditions
under which Synacor provides to Client certain web hosting services, including, without
limitation, making certain content available on the Client Branded Portal; and



WHEREAS, Section 2(b) of Schedule A of the Agreement provides that the AP Headline News service
may be integrated into the Client Branded Portal for the costs listed in the Agreement, which
will be pass-through costs from Press Association, Inc. (“PA”) to Client, with no mark-up by
Synacor; and



WHEREAS, Synacor has entered into Amendment 2 to the Current News License Agreement by and
between PA and Synacor dated as of October 5, 2004, which
provides Synacor with a non-exclusive,
non-transferable, limited license to distribute the AP Headline News service to Client for a
term of one (1) year from January 1, 2005 through December 31, 2005 (the “Amended License
Agreement”); and



WHEREAS, the Amended License Agreement also provides for new monthly fees of [*]; and



WHEREAS, Synacor and Client desire to amend the Agreement to include the term and new fee
structure from the Amended License Agreement.



NOW, THEREFORE, in consideration of the premises and of the mutual agreements set forth below,
and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties agree as follows:




     1. Notwithstanding any terms of the Agreement to the contrary, including Section 2(b) of
Schedule A, Client agrees to keep the AP Headline News service as part of the Portal Content of
its Client Branded Portal at least until December 31, 2005, unless the Amended License Agreement
is terminated for any reason or the AP Headline News service is no longer available.



     2. Section 2(b) of Schedule A of the Agreement shall be deleted in its entirety and
replaced with the following language:



          “[*] News service (stories, pictures, videos, etc.), as set forth below (“[*] News Service”), shall be included in the Client Branded Portal so that when a User
clicks on a news story or video the User will remain within the Client Branded Portal. [*] News Service shall include:



 


	 	 	 
	*	 	CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.







 









 









	 	•	 	National News
	 
	 	•	 	World News
	 
	 	•	 	Sports News
	 
	 	•	 	Entertainment News
	 
	 	•	 	Health News
	 
	 	•	 	Business and Finance News






     [*]




     [*]




     For purposes of the payment of the [*]


     3. Except as specifically amended hereby, the Agreement shall continue in full
force and effect in accordance with the provisions thereof as in existence on the date hereof.
After the date hereof, any reference to the Agreement and each reference in the Agreement to “this
Agreement,” “hereunder,” “hereof,” “herein” or words of like import, shall mean and be in
reference to the Agreement, as amended hereby. If any provision of this Amendment No. 1 conflicts
with any provision of the Agreement, the provisions of this Amendment No. 1 shall control.



     IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the day
first above written.



	 	 	 	 	 	 	 	 	 	 	 
	SYNACOR, INC.	 	ACC OPERATIONS, INC.
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ George Chamoun
	 	 
	 	By:
	 	/s/ Karl Ossentjuk
	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Name: George Chamoun
	 	 	 	 	 	Name: Karl Ossentjuk	 	 
	 

	 	Title:   SVP
	 	 	 	 	 	Title:   VP —
Internet SVCS Product Mgmt	 	 
	 

	 	3/4/05
	 	 
	 	 
	 	 
	 	 






 

* CERTAIN
INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED  AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.



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