EXECUTION VERSION
AMENDMENT No. 4
Effective Date of Amendment No. 4: January 1, 2003
This AMENDMENT NO. 4 ("Amendment No. 4") to that certain MSN Search Agreement
dated effective as of December 19, 2001 (the "Agreement") is made by and among
OVERTURE SERVICES, INC., A DELAWARE CORPORATION ("COMPANY"), OVERTURE SEARCH
SERVICES (IRELAND) LIMITED and MICROSOFT CORPORATION, A WASHINGTON CORPORATION
("Microsoft").
RECITALS
The parties desire to amend the Agreement on the terms and conditions provided
herein; and
The parties desire to amend the Agreement to add a guaranteed payment for the
MSN Search Site in France.
The parties hereby agree as follows:
AMENDMENT
1. Section 1.20 (ii) will be modified as follows (amendments in italics):
1.20 "Minimum Queries" means
(i) [*] Queries rendering to the URL http://search.msn.com and
(ii) [*] Queries rendering to the URL http://search.msn.fr
2. Section 1.44 will be deleted in its entirety.
3. Section 1.45 will be renumbered as 1.44.
4. Section 1.46 will be renumbered as 1.45.
5. The parties hereby agree that Overture may deduct a one time sum of
[*] (or the dollar equivalent) from the next future payment owed to
Microsoft pursuant to Section 3.2 of the Agreement.
6. Section 3.2.3 will be deleted in its entirety and replaced with the
following.
3.2.3 Guaranteed Phase.
3.2.3.1 France. For the six-month period beginning
January 1, 2003 and ending June 30, 2003 ("Guaranteed
Phase for MSN France"), Company will pay to Microsoft
the greater of (i) the Revenue Share Payment for the
MSN Search Site in France as set forth in Section
3.2.2 and (ii) the Guaranteed Payment for MSN Search
Site in France (as defined below)
For the purposes of this Section 3.2.3.1, "Guaranteed
Payment for the MSN Search Site in France" means the
[*] (not to exceed the maximum in Table 2, column D)
from the MSN Search Site in France.
Page 1 of 3 CONFIDENTIAL Overture-Microsoft Amendment No. 4
MSN Search Agreement
*Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.
EXECUTION VERSION
If Microsoft fails to deliver the Minimum Queries
rendering to the URL http://search.msn.fr before July
1, 2003, then the Guaranteed Phase for MSN France
will extend until all such guaranteed Minimum Queries
are delivered (the "Guaranteed Phase Extension for
MSN France"). During the Guaranteed Phase Extension
for MSN France, Company will not be required to make
any additional Guaranteed Payments, but Company will
continue to be required to make Revenue Share
Payments. Once the Guaranteed Phase for MSN France
has concluded, Company shall pay Microsoft pursuant
to Section 3.2.2 for Gross Revenue from the MSN
Search Site in France.
Table 2
Guaranteed Payment for the MSN Search Site in France
MSN Search Agreement - Overture Services Inc. and Microsoft Corp.
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