EXHIBIT 10.51
GUARANTEE AGREEMENT BY IXL HOLDINGS, INC.
WHEREAS, Consumer Financial Network, Inc. ("CFN" or "Licensor"), a wholly-
owned subsidiary of IXL Holdings, Inc.("IXL" or "Guarantor"), a Delaware
corporation, and Charter Federal Savings & Loan Association of West Point,
Georgia ("Charter Federal" or "Licensee") have on April 27, 1988 entered into a
License Agreement (the "Agreement") to provide to Charter Federal a non-
exclusive, non-transferable license (the "License") to, among other things,
operate the proprietary home mortgage shopping program (the "Program") as more
fully described therein; and
WHEREAS, the Agreement is conditioned upon CFN's various indemnification
obligations as Licensor set forth in Section 12.3 thereof, and
WHEREAS, Guarantor hereby agrees to guarantee the payment of any amount
determined or adjudged to be owing (an "Indemnified Amount") by CFN to Charter
Federal as Licensee under Section 12.3 of the Agreement
NOW, THEREFORE, in consideration of One Dollar ($1.00), and Charter
Federal's promise to dismiss and excuse any claim against, obligation of, or
other amount owing by CFN, its owners or affiliates or their officers,
directors, employees and agents that may arise directly or indirectly out of the
Agreement, upon receipt of such Indemnified Amount from Guarantor or CFN, the
parties agree as follows:
1. DEFENSE OF PROCEEDINGS INVOLVING INDEMNIFIED CLAIMS. If any action or
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proceeding (including any governmental investigation or inquiry) shall be
brought or asserted against Charter Federal in respect of which it may be
entitled to indemnification from CFN under the provisions of Section 12.3
of the Agreement, Charter Federal will promptly notify both CFN and IXL in
writing, and CFN and IXL will then assume the defense thereof, including
the employment of counsel reasonably satisfactory to Charter Federal and
the payment of all expenses related thereto. Charter Federal will have the
right to employ separate counsel in any such action and to participate in
the defense thereof, but the fees and expenses of such counsel will be the
expense of Charter Federal unless (a) IXL has agreed to pay such fees and
expenses; (b) both CFN and IXL shall have failed to assume the defense of
such action or proceeding and to employ counsel reasonably satisfactory to
Charter Federal in any such action or proceeding; or (c) the named parties
to any such action or proceeding (including any impleaded parties) include
both Charter Federal and CFN and Charter Federal shall have been advised by
counsel that there may be one or more legal defenses available to it which
are different from or additional to, and which may conflict with, those
available to CFN (in which case, if Charter Federal notifies CFN and IXL in
writing that it elects to employ separate counsel at the expense of CFN and
IXL, neither CFN nor IXL will have the right to
assume defense of such action or proceeding on behalf of Charter Federal).
Neither CFN nor IXL will be liable for any settlement of any such action or
proceeding effected without the prior written consent of both CFN and IXL,
but if settled with such consent or if there be a final judgment for the
plaintiff in any such action or proceeding CFN will indemnify and hold
harmless Charter Federal from and against any loss or liability by reason
of such settlement or judgment and IXL's guarantee hereunder shall extend
to such loss or liability. While CFN or IXL shall have the right to settle
any action against Charter Federal and/or CFN or IXL, neither CFN or IXL
shall have the right to place upon Charter Federal any obligations whether
remedial or to be done in the future without Charter Federal's express
written consent.
2. PAYMENT OF INDEMNIFIED AMOUNTS. After (a) there has been a final
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determination in a governmental or regulatory enforcement action, a final
judgment in litigation, or a settlement with CFN's and IXL's consent as
described in Section 1 above that an Indemnified Amount is owed to a
government or regulatory body or to the parties to such litigation or
settlement; and (b) IXL has no further appeal rights or has determined not
to pursue any further appeal rights, Charter Federal will give notice to
CFN and IXL that an Indemnified Amount subject to this Guarantee is owed.
If CFN does not pay such Indemnified Amount in full within thirty days
after its receipt of such notice, Guarantor agrees to pay such Indemnified
Amount to Charter Federal.
Charter Federal, is not required to pursue judicial remedies against any
other party, including CFN, or to make any demand against any other such
party prior to making demand under this Guarantee Agreement as described in
the preceding paragraph. This Guarantee Agreement, together with the
Agreement, supersedes any and all other agreements either oral or in
writing, between CFN and Charter Federal with respect to the subject
matter hereof and contains all of the covenants and agreements between the
parties with respect to said Guarantee.
IXL HOLDINGS, INC., A DELAWARE
CORPORATION
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
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Title: Executive Vice President and
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Chief Financial Officer
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Date: 6/23/98
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[SIGNATURES CONTINUE ON FOLLOWING PAGE]
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[SIGNATURES CONTINUED FROM PRECEDING PAGE]
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GUARANTEE BY IXL HOLDINGS, INC. AND
ABOVE TERMS ACCEPTED BY:
CHARTER FEDERAL SAYINGS & LOAN
ASSOCIATION OF WEST POINT, GEORGIA
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
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Title: Vice President
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Date: 6/23/98
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