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EXHIBIT 10.27
XXXXXXX
ENTERTAINMENT, INC.
ONE BLUE HILL PLAZA, 5TH FLOOR, X.X. XXX 0000, XXXXX XXXXX, XX 00000 -
PHONE (000) 000-0000 - FAX (000) 000-0000
January 19, 1998
Mr. Xxxxx Xxxxx
AT&T Partnership Marketing
AT&T Communications, Inc.
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxx Xxxxx, Xxx Xxxxxx 00000
Dear Xxxxx:
Reference is made to the agreement dated May 28, 1996 between AT&T
Communications, Inc. ("AT&T") and Xxxxxxx Entertainment, Inc. ("Xxxxxxx"), as
amended heretofore (the "Xxxxxxx Winback Agreement") and the letters dated
October 15, 1997 between Xxxxxxx Xxxxxxxx and Xxxxxx Xxxxxxxx. This confirms our
discussion on December 31, 1997 that effective January 21, 1998 the Xxxxxxx
Winback Agreement shall be terminated, and that effective upon such termination
Xxxxxxx will have no further liability thereunder, including for any refund
described in Amendment Number One to the Xxxxxxx Winback Agreement dated April
22, 1997 (such refund obligation is referred to as the "Winback Refund"). This
further confirms our previous agreement that Xxxxxxx will permit {Confidential
portion omitted and filed separately with the Commission} to utilize Xxxxxxx'x
existing proprietary customer database (excluding customer databases licensed or
leased from third parties) for marketing of the AT&T Winback Program until June
30, 1998. If AT&T and {Confidential portion omitted and filed separately with
the Commission} do not reach final agreement regarding {Confidential portion
omitted and filed separately with the Commission}'s marketing of the AT&T
Winback Program for AT&T by January 21, 1998, then the Xxxxxxx Winback Agreement
shall continue, until the earlier of June 30, 1998 or the date an agreement
between AT&T and {Confidential portion omitted and filed separately with the
Commission} for conduct of the AT&T Winback Program is concluded, on the
following terms: AT&T may continue to use the Xxxxxxx customer list (consisting
of approximately {Confidential portion omitted and filed separately with the
Commission} names) in marketing the AT&T Winback Program until June 30, 1998,
and Xxxxxxx may engage {Confidential portion omitted and filed separately with
the Commission} as Xxxxxxx'x third party vendor to conduct all of the marketing
and other activities which Xxxxxxx is obligated to conduct under the Xxxxxxx
Winback Agreement, and the Winback Refund shall be deemed reduced at the rate of
${Confidential portion omitted and filed separately with the Commission} per
month commencing as of October, 1997 until June 30, 1998, when the Winback
Refund shall be deemed satisfied in its entirety. Please confirm your agreement
to the foregoing by signing below.
Yours truly,
XXXXXXX ENTERTAINMENT, INC.
By:
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Confirmed:
AT&T COMMUNICATIONS, INC.
By:
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