EXHIBIT 4.15
xxxxxx.xxx, Inc.
0000 X. Xxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
August 22, 2000
Infoseek Corporation
0000 Xxxxxxx Xxxx Xxxxx
Xxxxxxxxx, XX
Re Distribution Agreement executed on April 9, 1999, as amended, by and
between Infoseek Corporation (and certain affiliates) and xxxxxx.xxx
and Distribution Agreement executed on April 9, 1999, as amended by
xxxxxx.xxx and the Buena Vista Internet Group (collectively the
"Agreements")
Ladies and Gentlemen:
Pursuant to the Agreements, xxxxxx.xxx, Inc. (the "Company") owes you
("XX.xxx", as defined below) the sum of $1,033,334.00 (the "Payable"). The
purpose of this letter agreement is to confirm our agreement concerning the
Company's payment of the Payable. The Company hereby agrees to pay to XX.xxx
within two (2) days of the closing of the proposed preferred stock financing
(the "Deadline") described in the Confidential Private Placement Memorandum
dated July 12, 2000 and the related cumulative supplement dated August 16, 2000
(the "Permanent Financing"), the sum of $361,666.90 (the "Cash Payment"). In
addition, the Company agrees to pay XX.xxx the balance of such Payable
($671,667.10) plus 6% interest thereon ($40,300.00) for a total of $711,967.10
(the "Balance") in full on or before September 1, 2001 (the "Final Payment
Date"). As used herein, "XX.xxx" shall mean Infoseek Corporation,
ABCNEWS/Starwave Partners, ESPN/Starwave Partners and Buena Vista Internet
Group.
Subject to XX.xxx's receipt of the Cash Payment by the Deadline and
XX.xxx's receipt of the Balance by the Final Payment Date, and provided the
Company fulfills its registration obligations as set forth in this letter
agreement, XX.xxx shall release and forever discharge the Company and its
subsidiaries, affiliates, directors, officers, employees, stockholders, agents
and representatives, and each of their successors and assigns (the "Releasees")
from, and covenant not to xxx or proceed against the Releasees on account of or
with respect to the Payable.
In consideration of the above, the Company agrees to file a
registration statement with the Securities and Exchange Commission, and under
all applicable state securities laws and statutes, of all securities of the
Company held by XX.xxx (including securities issuable based on warrants in the
Company's stock held by XX.xxx) by September 30, 2000 and to use its reasonable
best efforts to have such registration statement be declared effective as soon
as possible.
This letter agreement shall terminate and be of no further force or
effect in the event that the Permanent Financing has not closed and the Company
has not delivered the Cash Payment to XX.xxx by September 1, 2000. In addition,
this letter agreement shall terminate and be of no further force and effect in
the event the Cash Payment is not delivered to XX.xxx by the Deadline.
Please confirm that the foregoing correctly sets forth the agreement
between us by signing in the space provided below. This letter agreement may be
executed in counterpart.
Sincerely yours,
xxxxxx.xxx, Inc.
By: /s/ Xxxxxx Xxxxxxxx
---------------------------
Name: Xxxxxx Xxxxxxxx
Title: President
The foregoing is hereby acknowledged and agreed to as
of the date first above written.
Infoseek Corporation, operator of and on behalf of
XX.xxx ("XX.xxx")
By: /s/ Xxxxx X. Xxxxxxxxxx
-----------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Vice President & Deputy General
Counsel
Amount payable as of
the date of this letter agreement
(the "Payable"): $1,033,334
Cash Payment: $361,666.90
(Due by Deadline)
Balance (Due by Sept. 1, 2001): $671,667.10 plus 6% interest thereon
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