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March 8, 1999
National Broadcasting Company, Inc.
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
GE Capital Corp.
000 Xxxx Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Ladies and Gentlemen:
Reference is made to that certain Investment Agreement and
related Ancillary Documents (the "Agreement") dated March 8, 1999 pursuant to
which GE Capital Corp. ("GE") and National Broadcasting Company, Inc. ("NBC")
will acquire an equity interest or rights thereto in the undersigned. In
connection therewith, following Closing under the Agreement, we have discussed
various cooperative efforts that the parties contemplate undertaking that would
take advantage of the specialized resources of each and the synergies between
our businesses.
Appendix A sets forth certain cooperative business activities
which the parties contemplate pursuing.
None of ValueVision, NBC or GE shall make any disclosure with
respect to the proposed Transactions or existence of discussions with respect
thereto, or release any information regarding the matters contemplated herein,
without the prior consent of the other parties hereto.
This letter is not intended to, and does not, constitute a
complete statement of, or a legally binding or enforceable agreement or
commitment on the part of ValueVision, NBC or GE with respect to, the matters
described herein and the parties agree not to assert any argument to the
contrary. Any such agreement would arise only as a result of the negotiation,
execution and delivery of formal definitive written agreements containing terms
and conditions satisfactory to each of ValueVision, NBC and GE, including,
without limitation, appropriate compensation of GE and NBC as mutually agreed
among the parties. The parties specifically covenant and agree that no person
shall bring any claim against any other person based upon this letter agreement
as a result of a failure to agree on or enter into a definitive agreement, or
for any other reason related to the Transactions, other than pursuant to the
definitive agreements, if any such agreements are executed and delivered, or
pursuant to breach of any of the binding provisions of this letter agreement.
The foregoing shall not affect the provisions of the immediately preceding
paragraph and this paragraph, which are intended to be binding in accordance
with their respective terms. This letter shall be governed by and construed in
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accordance with the laws of the State of New York applicable to contracts to be
executed and performed in that state.
Please indicate your concurrence with the foregoing by signing
and returning a copy of this letter to us.
Very truly yours,
VALUEVISION INTERNATIONAL, INC.
By: /s/ Xxxx XxXxxxxxx
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We concur:
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Xxxxx Xxxxx
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NATIONAL BROADCASTING COMPANY, INC.
By: /s/ Xxxxxx Xxxxxxxx
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APPENDIX A -- COOPERATIVE EFFORTS
- GE shall introduce ValueVision to GE's private label credit card
division with the view toward ValueVision negotiating a mutually
acceptable private label credit card program.
- GE shall assist ValueVision in meeting with representatives of Wink, in
order for ValueVision to explore the utilization of Wink Technology.
- GE, NBC and ValueVision shall explore ways to integrate present and
future e commerce activities in a mutually beneficial manner.
- GE and NBC shall assist ValueVision in developing its e commerce
activities, in conjunction with appropriate activities engaged in or to
be engaged in by GE and NBC.
- GE, NBC and ValueVision shall discuss cross-promotion, cross-marketing
and linking of appropriate Internet properties controlled by each.
- NBC shall assist ValueVision in the redesign of its Internet presence.
- NBC and ValueVision shall pursue opportunities for ValueVision to
utilize studio capacity at NBC's facilities in NY and LA, as well as
potential office space in Chicago.
- NBC shall assist ValueVision in developing programming for use on its
home shopping network.
- NBC shall provide ValueVision with non-exclusive televison home
shopping rights to sell NBC merchandise, to the extent NBC owns
such rights.
- NBC shall assist ValueVision in organizing its cable cross-channel
commercial promotional time to allow more strategic and effective usage
of such spots.
