Exhibit 10.10(c)
June 25, 2004
Xx. Xxxx Xxxxxxxxxx
President and CEO
Modem Media, Inc.
000 Xxxx Xxxxxx
Xxxxxxx, XX 00000
Re: Commission Deferral and Settlement of Year to Date Fees
Dear Xxxx:
Reference is made to (a) that certain Amended and Restated Reseller
Agreement by and between CentrPort, Inc. ("CentrPort") and Modem Media, Inc.
("Modem"), dated March 13, 2003 (the "Reseller Agreement") and (b) that certain
letter agreement by and between CentrPort and Modem dated February 22, 2002
concerning CentrPort's relationship with General Motors Corp. through
Mediaworks, Inc. and certain payments to be made to Modem in connection
therewith (the "GM Letter").
This letter confirms that Modem Media has agreed to defer all payments to
be owed to Modem under the GM Letter for Revenue (as such term is defined in the
GM Letter) recognized by CentrPort for the period of July 1, 2004 to and
including December 31, 2004) in connection with or arising out of the Project
(as such term is defined in the GM Letter). Such deferral shall take effect on
July 1, 2004 and shall continue until the earlier to occur of (a) the date,
after the date of this letter, on which CentrPort consummates the issuance of
securities, debt or instruments convertible to securities by CentrPort in one or
several transactions for an aggregate cash consideration of at least five
million dollars ($5,000,000.00), (b) the closing of a sale, transfer or merger
of CentrPort or substantially all of its assets, or (c) May 1, 2005, at which
time, in either case, all such deferred payments accrued through such date shall
be due and immediately payable in full. In addition and as a precondition to
CentrPort's and Modem's agreement to the deferred payment arrangement set forth
above, by June 30, 2004 by a mutual exchange of checks, (x) CentrPort shall pay
to Modem all amounts owed to Modem pursuant to the GM Letter for Revenue
recognized by CentrPort from January 1, 2004 through June 30, 2004 in connection
with or arising our of the Project, and (y) Modem shall pay to CentrPort all
amounts owed to CentrPort under the Reseller Agreement and related service level
agreements or arrangements in connection with the Products (as such term is
defined in the Reseller Agreement) provided by CentrPort to Delta Airlines and
its affiliates from January 1, 2004 through June 30, 2004. In furtherance of the
foregoing, CentrPort and Modem agree that they will exchange checks by June 30,
2004 in the amount of $271,135.55 from CentrPort to Modem and 328,986 from Modem
to CentrPort.
Except as amended hereby, all other terms of the GM Letter and the Reseller
Agreement shall remain in full force and effect.
If the foregoing properly sets forth your understanding, please so indicate
your agreement by signing below, and returning a signed copy to CentrPort.
Sincerely,
/s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
President and CEO
AGREED AND ACCEPTED:
MODEM MEDIA, INC.
By: /s/ Xxxx Xxxxxxxxxx
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Xxxx Xxxxxxxxxx, President and CEO
