EX-10.17.4



 





EXHIBIT
10.17.4



CONFIDENTIAL
TREATMENT REQUESTED


EXECUTION COPY




AMENDMENT NO. 2

TO

SYNACOR MASTER SERVICES AGREEMENT



THIS AMENDMENT NO. 2 TO SYNACOR MASTER SERVICES AGREEMENT (this “Amendment No. 2”) is dated as of
the 26th day of October, 2005 (the “Amendment No. 2 Effective Date”) and is by and between Synacor,
Inc. (“Synacor”) and ACC Operations, Inc. (“Client” and together with Synacor, the “Parties”) under
which the parties hereto mutually agree to modify and amend as follows the Synacor Master Services
Agreement dated July 13, 2004 between the Parties, and exhibits thereto, as previously amended
(collectively, the “Agreement”). Any capitalized terms used and not otherwise defined herein, which
are defined in the Agreement, shall have the meanings ascribed to them in the Agreement.



Whereas, Synacor desires to make certain additional Content available to Client; and



Whereas, Client desires to receive such additional Content.



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 are hereby
acknowledged, the Parties hereby agree to enter into this Amendment No. 2 and to amend the
Agreement as follows:





	1.0	 	Portal Content: Section 2(b) of Schedule A to the Agreement shall be amended by adding the
following language immediately following clause (ii) of such Section 2(b):






	 	“(iii)	 	Game related content sourced through [*], including:






	 	[*]	 	 
	 
	 	[*]	 	 
	 
	 	[*]	 	 
	 
	 	[*]	 	 






     [*] throughout the Amendment No. 2 Term (as defined herein).




	2.0	 	Term: This Amendment No. 2 shall commence on the Amendment No. 2 Effective Date and, unless
terminated earlier as provided herein, continue in effect until the first, twelve (12)-month
anniversary thereof (the “ Amendment No. 2 Initial Term”). Unless terminated earlier as
permitted herein or in the Agreement, this Amendment No. 2 will be extended automatically for
one (1) additional year at the end of the Amendment No. 2 Initial Term. Either Party may elect
not to renew this Amendment No. 2 by giving written notice to the other Party at least thirty
(30) days prior to the end of the then current term. Notwithstanding anything in this
Amendment No. 2 or the Agreement to the contrary, Client shall have the right to terminate
this Amendment No. 2 in the event that Client sells or otherwise transfers all or
substantially all of its assets or stock (the “Transaction”) to one or more third parties
(each, a “Buyer” and together, the “Buyers”) and no Buyer assumes this Amendment No. 2. Client
may provide written notice of such termination (the “Termination Notice”) at any time during
the period commencing as of sixty (60) days prior to the closing date for the Transaction and
continuing until sixty (60) days following such closing date. Such termination shall be
effective thirty (30) days after the date of the Termination Notice.
	 
	3.0	 	Scope of Amendment: This Amendment No. 2 supersedes all proposals, oral or written, all
negotiations, conversations, or discussions between or among the Parties relating to the
subject matter of this Amendment No. 2 and all past dealing or industry custom. This Amendment
No. 2 shall be integrated in and form part of the Agreement upon execution. All terms and
conditions of





 


	 	 	 
	*	 	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.







 









 












	 	 	the Agreement shall remain unchanged, except as modified in this Amendment; and the terms of
the Agreement, as modified by this Amendment No. 2, are hereby ratified and confirmed. Where
the terms of the Agreement conflict with those of this Amendment No. 2, however, the terms of
this Amendment No. 2 shall control. This Amendment No. 2 may be executed in one or more
counterparts, each of which (once executed) shall be deemed an original, but all of which
together shall constitute one and the same agreement.





	 	 	 	 	 	 	 	 	 	 	 
	SYNACOR, INC. 	 	CLIENT: ACC OPERATIONS, INC.
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ George Chamoun
	 	 
	 	By:
	 	/s/ Carl Leuschner
	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Name: George Chamoun
	 	 	 	 	 	Name: Carl Leuschner	 	 
	 

	 	Title:   SVP
	 	 	 	 	 	Title:   VP — HSI	 	 
	Date:
	 	10/25/05
	 	 	 	Date:	 	10/25/05