EXHIBIT (7)(e)
THE XXXX DISNEY COMPANY
July 10, 1999
Infoseek Corporation
0000 Xxxxxxx Xxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxx
--------- President and Chief Executive Officer
Maintenance Rights
------------------
Gentlemen:
We refer to our letters dated January 25, 1999 and February 1, 1999, with
respect to certain maintenance rights held by The Xxxx Disney Company ("Disney")
and Disney Enterprises, Inc. ("DEI" and together with Disney, "Disney") pursuant
to the terms of the Governance Agreement dated June 18, 1998 among Disney,
Disney Enterprises, Inc. and Infoseek Corporation ("Infoseek") (the "Governance
Agreement").
Based upon our recent conversations with respect to the issuances of common
stock, warrants and common stock purchase rights referred to in the
above-mentioned letters, and in light of our execution and delivery,
concurrently herewith, of the Agreement and Plan of Reorganization, dated as of
the date hereof (the "Reorganization Agreement"), we hereby confirm our
agreement as follows:
(a) Disney hereby confirms that it is exercising its maintenance
rights pursuant to Section 3.1(c)(ii) of the Governance
Agreement with respect to an aggregate of 299,182 shares of
common stock of Infoseek (the "Shares") at a purchase price
of $40.78 per share, for an aggregate purchase price of
$12,201,016, representing Disney's Pro Rata Portion (as such
term is defined in the Governance Agreement) of the shares
of Infoseek common stock issued in connection with the
Quando transaction. The purchase and sale of the Shares
shall take place at Infoseek's principal offices at 10:00
a.m. on the later of: (i) five (5) days from the date hereof
or (ii) the third business day following the expiration of
all waiting periods
Infoseek Corporation
July 10, 1999
Page 2
imposed on such period by the Xxxx-Xxxxx-Xxxxxx Antitrust
Improvements Act of 1976, as amended.
(b) Disney hereby confirms, subject to the provisions of the
penultimate paragraph of this letter agreement, that it is
waiving its maintenance right with respect to the warrants
issued in connection with the Quando transaction.
(c) Disney hereby confirms, subject to the provisions of the
penultimate paragraph of this letter agreement, that it is
also waiving its maintenance right under Section 3.1(d)(ii)
of the Governance Agreement with respect to the acquisition
of warrants pertaining to the stock options and employee
stock purchase rights issued under Infoseek's employee plans
during the six-month period ended December 18, 1998, and is
further waiving its maintenance right with respect to stock
options and employee stock purchase rights issued under
Infoseek's employee plans during each subsequent six-month
period completed prior to the termination of the
Reorganization Agreement or the consummation of the
transactions contemplated thereby.
Notwithstanding the foregoing, Disney and Infoseek agree that, in the event that
the transactions contemplated by the Reorganization Agreement are not
consummated, for any reason whatsoever, Disney's maintenance rights described in
paragraphs (b) and (c) above shall be reinstated in full, and Disney shall have
the right to proceed with the exercise of any or all of such rights in
accordance with the terms of the Governance Agreement as if the waivers set
forth herein had not been made. Accordingly, the procedure for determining the
Warrant Price (as defined in the Governance Agreement) with respect to the
respective warrants described in subparagraphs (b) and (c) above are as set
forth in Section 3.1(a)(ii) of the Governance Agreement.
Infoseek Corporation
July 10, 1999
Page 3
If the foregoing correctly expresses our agreement with respect to the matters
set forth herein, please confirm our agreement in the space indicated below.
Very truly yours,
THE XXXX DISNEY COMPANY
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice-President
and Chief Financial Officer
Xxxxxx and accepted as of
the date first above written
INFOSEEK CORPORATION
By: /s/ Xxxxx X. Xxxxx
-----------------------------------
Name: Xxxxx X. Xxxxx
Title: President and
Chief Executive Officer
