'
Exhibit 10.18
September 18, 1998
Streamline, Inc.
General Electric Capital Corporation
Intel Corporation
SAP America, Inc.
PaineWebber Capital Inc.
HARE & CO. c/o The Bank of New York
DDJ CANADIAN HIGH YIELD FUND
MELLON BANK, N.A., solely in its capacity as
Trustee for General Motors Employees Domestic
Group Pension Trust as directed by DDJ Capital
Management, LLC, and not in its individual capacity
Nordstrom, Inc.
Re: Registration Rights
Ladies and Gentlemen:
Reference is made to (i) that certain Series A Preferred Stock Purchase
Agreement (the "Series A Agreement"), dated as of May 15, 1996, by and among
Streamline, Inc. (the "Company"), Reliance Insurance Company ("Reliance") and
Xxxxxxx X. XxXxxxx, (ii) that certain Registration Rights Agreement (the "Series
B Registration Rights Agreement"), dated as of June 13, 1997, by and among the
Company, Intel Corporation ("Intel"), and PaineWebber Capital Inc.
("PaineWebber") and to which General Electric Capital Corporation ("GE") and SAP
America, Inc. ("SAP") became parties as of September 23, 1997, (iii) that
certain Registration Rights Agreement (the "DDJ Registration Rights Agreement"),
dated as of April 15, 1998, by and among the Company, DDJ CANADIAN HIGH YIELD
FUND and its nominee HARE & CO c/o The Bank of New York (collectively, "DDJ")
and MELLON BANK, N.A., solely in its capacity as Trustee for General Motors
Employees Domestic Group Pension Trust as directed by DDJ Capital Management,
LLC, and not in its individual capacity (the "GM Trust"), and (iv) that certain
Registration Rights Agreement (the "Series D Registration Rights Agreement"),
dated as of the date hereof by and between the Company and Nordstrom, Inc.
("Nordstrom").
Reliance hereby irrevocably consents under Section 11.1(c) of the Series A
Agreement to the inclusion in any registration of shares of the Company's Common
Stock held by Reliance made pursuant to Section 11.1 of the Series A Agreement
of any Registrable Shares (as defined in the Series B Registration Rights
Agreement, the DDJ Registration Rights Agreement, and the Series D Registration
Rights Agreement, as applicable) held by one or more of Intel, PaineWebber, GE,
SAP, DDJ, the GM Trust, Nordstrom or any of their respective Permitted
Transferees (as defined in the Series B Registration Rights Agreement, the DDJ
Registration Rights Agreement, or Series D Registration Rights Agreement, as
applicable), provided that, in the case of inclusion of shares in such
registration by a Permitted Transferee, the Registrable Shares held by any such
Permitted Transferee constitute at least 20% of the Registrable Shares issued by
the Company to Intel, PaineWebber, GE, SAP, DDJ or the GM Trust, as the case may
be (10% in the case of Nordstrom) (such a Permitted Transferee which holds at
least 20% of the Registrable Shares issued by the Company to Intel, PaineWebber,
GE, SAP, DDJ or the GM Trust, as the case may be, or 10% of the Registrable
Shares issued by the Company to Nordstrom, being referred to herein as a
"Qualifying Transferee").
Reliance further agrees that, in the event that any registration referenced
in the preceding paragraph involves an underwritten offering, and the managing
underwriter thereof shall advise Reliance that, in its opinion, the number of
shares of Common Stock requested to be included in such registration exceeds the
number which can be sold in such offering, the number of shares of Common Stock
included in such offering shall be allocated, pro rata, on the basis of the
number of shares requested to be included in such registration by Reliance and
each of the entities referred to in the preceding paragraph.
The Company shall promptly (and, in any event, within three business days)
notify each of Intel, PaineWebber, GE, SAP, DDJ, the GM Trust, Nordstrom and
their Qualifying Transferees of any request for registration by Reliance
pursuant to Section 11.1 of the Series A Agreement, and each of such persons
hereby agrees that (i) Reliance has no obligations under this paragraph and
shall not be held liable, in any way whatsoever, in the event that the Company
fails to so notify any such person and (ii) any failure by the Company to
provide the notification set forth in this paragraph shall have no effect, in
any way whatsoever, on Reliance's rights pursuant to Section 11.1 of the Series
A Agreement or on the timing of any actions to be taken by any person in
connection therewith.
Each of the undersigned agrees that this letter agreement shall be
assignable by each party hereto to any Qualifying Transferee. In the event that
Reliance transfers any shares of the Company's securities, Reliance agrees that
it shall take such steps as it believes are necessary to ensure that the rights
granted to Intel, PaineWebber, GE, SAP, DDJ, the GM Trust, Nordstrom and their
Qualifying Transferees under the foregoing paragraphs remain available to such
persons.
This letter agreement is intended to supersede the letter agreements
relating to the subject matter hereof, dated as of June 13, 1997, September 23,
1997 and April 15, 1998, by and among certain of the parties hereto.
This letter agreement shall not be amended without the written consent of
each of the parties hereto (or their Qualified Transferees).
[signature page to follow]
IN WITNESS WHEREOF, the undersigned hereby sets forth its hand as of the
date first written above.
RELIANCE INSURANCE COMPANY,
on behalf of itself and its nominee, HARE
& Co.
By: /s/ Xxxx X. Xxxxxxxxxx
---------------------------------
Xxxx X. Xxxxxxxxxx
Vice President
AGREED AND ACCEPTED:
STREAMLINE, INC. GENERAL ELECTRIC CAPITAL
CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
----------------------- --------------------------------
Xxxxxxx X. XxXxxxx Xxxxxx X. Xxxxxxx
Chairman and Chief Managing Director-ECG
Executive Officer
INTEL CORPORATION SAP AMERICA, INC.
By: /s/ Xxxxxx Xxxxxxx By: /s/ Xxxx X. Xxxxxxxx
----------------------- --------------------------------
Xxxxxx Xxxxxxx Xxxx X. Xxxxxxxx
Vice President and Vice President
Treasurer
PAINEWEBBER CAPITAL INC. DDJ CANADIAN HIGH YIELD
FUND
By: DDJ Capital Management, LLC, its
attorney in fact
By: /s/ Xxxxxxxxx Xxx By: /s/ Xxxxx X. Xxxxxxxxx
----------------------- --------------------------------
Xxxxxxxxx Xxx Xxxxx X. Xxxxxxxxx
President Member
AND ITS NOMINEE:
HARE & CO. X/X
XXX XXXX XX XXX XXXX
By: /s/ Xxxxxx Xxxxxxx
--------------------------------
Xxxxxx Xxxxxxx
Assistant Treasurer
MELLON BANK, N.A.,
solely in its capacity as Trustee for
General Motors Employees Domestic Group
Pension Trust as directed by DDJ Capital
Management, LLC, and not in its individual
capacity
By: /s/ Xxxxxxxxxx Xxxx
----------------------------------------
Bernadetter Xxxx
Authorized Signatory
NORDSTROM, INC.
By: /s/ Xxxx X. Xxxxxxxxx
----------------------------------------
Xxxx X. Xxxxxxxxx
