EX-10.17.1



 




EXHIBIT 10.17.1



CONFIDENTIAL
TREATMENT REQUESTED



290 Harbor Drive 

Stamford, CT 06902




					
	 	 	 	 	 
	
	 	July 27, 2006
	 	 






Mr. Robert Rusak

CFO

Synacor, Inc.

40 LaRiviere Drive

Suite 300

Buffalo, NY 14202





     Re: Adelphia Transition



Dear Mr. Rusak:




          Reference is made to that certain Synacor Master Services Agreement of equal date herewith
(the “TWC/Synacor Agreement”), by and between Time Warner Cable Inc. (“TWC”) and Synacor,
Inc. (“Synacor”). Reference also is made to that certain Synacor Master Services Agreement
dated July 13, 2004 and as amended or supplemented via that certain Amendment No. 1 to Synacor
Master Services Agreement, dated December 28, 2004 (“Amendment No. 1”); Amendment No. 2 to
Synacor Master Services Agreement, dated October 26, 2005; Content Distribution Addendum to Synacor
Master Services Agreement, dated July 21, 2004; Content Attachment No. 1 to Content Distribution
Addendum to Synacor Master Services Agreement, executed November 21, 2004; Amendment No. 1 to
Synacor Content MusicNet Content No. 1 Attachment, dated June 1, 2005; Content Attachment No. 2 to
Content Distribution Addendum to Synacor Master Services Agreement (NetPak), dated June 6, 2005;
and the Search Revenue Sharing Addendum No. 2 to Synacor Master Services Agreement, dated October
26, 2005 and the Search Revenue Sharing Addendum No. 3, dated October 26, 2005 (together, the
“Search Revenue Addenda”), which collectively are attached as Attachment 1 hereto
(collectively, the “Adelphia/Synacor Agreement”), by and between ACC Operations, Inc. and
Synacor.




          TWC expects to consummate that certain proposed acquisition (the “Adelphia
Acquisition”) of certain assets of Adelphia Communications Corporation (“Adelphia”).
In connection with the Adelphia Acquisition, TWC expects that certain subscribers of Adelphia will
become subscribers of TWC. Synacor agrees that, from and after the consummation of the Adelphia
Acquisition, as directed by TWC and subject to the terms and conditions of the Adelphia/Synacor
Agreement (including without limitation, payment of the applicable fees), Synacor shall continue
to provide to any and all subscribers of Adelphia who become subscribers of TWC in connection with
the Adelphia Acquisition, the same Services (as defined in the Adelphia/Synacor Agreement) that
such subscribers had been receiving pursuant to the






 









 








Synacor, Inc.

July 27, 2006 

Page 2



Adelphia/Synacor Agreement immediately prior to the consummation of the Adelphia Acquisition.
Notwithstanding the foregoing, TWC shall have the right to request that Synacor remove from the
content package being provided to any such subscribers any content or category of content (e.g.,
all content from one or more particular content providers, including without limitation any of the
AP News service, games, music on demand service, Adelphia NetPak content, or other content
contemplated under the amendments and content attachments noted above), and Synacor shall promptly
comply with such request. Unless and until otherwise directed by TWC, Synacor shall provide the
Services to such subscribers through the adelphia.net portal. Synacor’s obligation to
provide the Services pursuant to this letter agreement shall continue until the earlier of (a) such
time as TWC requests that Synacor cease providing such Services or (b) December 31, 2007. Synacor
and TWC hereby agree that (a) notwithstanding any expiration of the Search Revenue Addenda, Synacor
shall continue to provide such Search Services (as defined in the Search Revenue Addenda), subject
to the terms and conditions set forth therein, through the term of this letter agreement, provided,
that, upon TWC’s request, such Search Services shall be [*] and (b) notwithstanding any expiration of Amendment No. 1, as
between the parties hereto, the terms of Amendment No. 1 shall continue to apply through the term
of this letter agreement. Synacor’s continued provision of such Services from and after the
consummation of the Adelphia Acquisition, and TWC’s obligations in respect of such Services
(including without limitation, the obligation to pay for such Services) (where TWC shall be deemed
to be the Client, as such term is defined in the Adelphia/Synacor Agreement), shall be governed by
the same terms and conditions as set forth in the Adelphia/Synacor Agreement; provided,
however, that Synacor’s obligation to provide such Services hereunder and TWC’s obligation
to pay for such Services shall apply to all Users (as defined in the Adelphia/Synacor Agreement)
within the service areas acquired by TWC pursuant to the Adelphia Acquisition; and
provided, further, that in the event of a direct and irreconcilable conflict
between the terms and conditions of the Adelphia/Synacor Agreement and the TWC/Synacor Agreement,
the terms and conditions of the TWC/Synacor Agreement shall govern.




          This letter agreement and all matters relating hereto shall be governed by the laws of the
State of New York as if performed wholly within the state and without giving effect to the
principles of conflict of law. This letter agreement may be executed in separate counterparts,
each of which, whether delivered by facsimile or otherwise, is deemed to be an original, and all
of which taken together constitute one and the same instrument.




          If the above reflects your understanding of the parties’ agreement, please acknowledge your
acceptance of the foregoing by executing the countersignature below.




 


	 	 	 
	*	 	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.








 









 





Synacor, Inc. 

July 27, 2006 

Page 3




	 	 	 	 	 
	 

	 	Sincerely,	 	 
	 
	 	 	 	 
	 

	 	/s/ Peter Stern	 	 
	 

	 	 	 	 
	 

	 	Peter Stern, Executive Vice President

Time Warner Cable Inc.
	 	 






	 	 	 	 	 
	AGREED AND ACCEPTED:


Synacor, Inc.
 	 
	 	By:  	/s/ Robert Rusak, CFO
 	 	 	 
	 	 	Robert Rusak, CFO      	 	 
	 	 	 	 	 



 









 





Appendix A




Adelphia/Synacor
Agreement