EXHIBIT 10.7
REPURCHASE AGREEMENT
This Repurchase Agreement, dated as of January 15, 1999, is made by and
between CMGI, Inc., a Delaware corporation ("CMGI") and Long Lane Master Trust,
a Delaware business trust (the "Trust").
WHEREAS, CMGI has entered into an ISDA Master Swap Agreement and a schedule
and confirmation thereto, each dated as of January 15, 1999 (collectively, the
"Swap Agreement") with BankBoston, N.A. (the "Bank") whereby the Bank has agreed
to provide funds to CMGI in accordance with the terms of the Swap Agreement;
WHEREAS, in connection with such financing, the Bank will cause the Trust
to issue securities (the "Securities"), the proceeds of which will be utilized
to provide such funds to CMGI;
WHEREAS, in conjunction with the issuance of such securities by the Trust,
CMGI will transfer to the Trust its right, title and interest to shares of
common stock of Lycos, Inc. with an aggregate market value of at least
$20,000,000 (the "Shares") to secure the obligations of CMGI to the Bank;
NOW THEREFORE, BE IT RESOLVED, the parties hereto agree as follows:
1. HOLDING OF SHARES. CMGI has transferred to the Trust and the Trust
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hereby accepts delivery of the Shares and shall pledge such Shares to U.S. Bank
Trust National Association, as indenture trustee for the Securities in
accordance with the terms of the Amended and Restated Trust Agreement, dated as
of January 13, 1998, as supplemented by a trust supplement dated as of January
14, 1999, each between the Bank, as grantor and the Trust. The Trust further
agrees that it will not sell, pledge or hypothecate and/or otherwise transfer of
the Shares except in accordance with this Agreement; provided, however, that the
parties hereto acknowledge that the Trust will pledge the Shares to U.S. Bank
Trust National Association, as indenture trustee for the Securities.
2. REPURCHASE OF SHARES. The parties hereto agree that upon the earlier
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to occur of (i) the termination of the Swap Agreement in accordance with its
terms; (ii) the liquidation of the Shares in accordance with the terms of the
Trust Indenture, dated as of January 13, 1998, as supplemented by an indenture
supplement, dated as of January 14, 1999, each between the Trust and U.S. Bank
Trust National Association, as indenture trustee due to the occurrence of an
event of default thereunder or (iii) January 20, 2000, CMGI shall repurchase the
Shares from the Trust in the manner set forth herein. The Trust shall send
immediate written notification to CMGI upon the occurrence of an event described
in clauses (i) or (ii) above. No notification shall be required with respect to
the repurchase of Shares on January 20, 2000. Within one business day of
receipt of such notification, CMGI shall send written notification to the Trust
of its intent to repurchase the Shares, together with a request for wiring
instructions for the purchase price of the Shares.
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3. PURCHASE PRICE. The purchase price for the Shares shall be the fair
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market value of the Shares, as determined by the Bank, three business days prior
to the date of delivery of such Shares to CMGI. CMGI shall deposit the purchase
price, in immediately available funds, at the account designated by the Trust on
or prior to the date of delivery of such Shares to CMGI.
4. RELEASE OF LIEN. Upon receipt of notification that the purchase price
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has been received from CMGI, the Trust will cause the lien created on the Shares
pursuant to the Trust Indenture to be released and shall cause the Shares to be
delivered to CMGI or its designee.
5. OBLIGATION UNCONDITIONAL. The obligation of CMGI to repurchase the
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Shares hereunder is absolute and unconditional without any right of offset or
counterclaim.
6. DEFAULT BY CMGI. CMGI hereby agrees that if CMGI fails to repurchase
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the Shares at the times and manner set forth herein, the Trust shall be free to
sell the Shares without restriction to any other party without further notice to
CMGI.
7. VOTING OF SHARES. The parties hereto agree that the Shares shall be
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voted in accordance with the Assignment of Voting Rights Agreement, dated as of
January 15, 1999, between the Trust and CMGI.
8. GOVERNING LAW. The Agreement shall be governed by and construed in
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accordance with the laws of the State of New York without regard to the conflict
of law provisions thereof.
9. COUNTERPARTS. This Agreement may be executed in counterparts, each of
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which shall constitute an original, but all of which shall together constitute
one Agreement.
10. OWNER TRUSTEE. The Owner Trustee is executing this document solely in
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its capacity as trustee under the Trust Agreement and, as such, the Owner
Trustee shall incur no personal liability in connection therewith.
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IN WITNESS WHEREOF, the parties hereto have caused to be executed by
their respective officers, thereunto duly authorized, as of the day and year
first above written.
LONG LANE MASTER TRUST
By: DELAWARE TRUST CAPITAL
MANAGEMENT, INC.
not in its individual
capacity but solely as
Owner Trustee
Name:
Title:
CMGI, INC.
Name: /s/ Xxxxxx X. Xxxxxxxx
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Title:
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