Exhibit 10.6
EXECUTION COPY
REPURCHASE AGREEMENT
This Repurchase Agreement, dated as of January 13, 1998, is made by
and between CMG Information Services, Inc., a Delaware corporation ("CMGI") and
Long Lane Master Trust, a Delaware business trust (the "Trust").
WHEREAS, CMGI has entered into an ISDA Swap Agreement, and schedule
and confirmation thereto, each dated as of January 13, 1998, (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
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Trust hereby accepts delivery of the Shares and shall pledge such Shares to
First Trust of New York, N.A., as indenture trustee for the Securities in
accordance with the terms of the Amended and Restated Trust Agreement, dated as
of January 14, 1997, as supplemented by a trust supplement dated as of January
13, 1998, 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 First Trust
of New York, N.A., as indenture trustee for the Securities.
2. Repurchase of Shares. The parties hereto agree that upon the
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earlier 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 14, 1997, as supplemented by an
indenture supplement, dated as of January 13, 1998, each between the Trust and
First Trust of New York, as indenture trustee due to the occurrence of an event
of default thereunder or (iii) January 20, 1999, 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, 1999. 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.
3. Purchase Price. The purchase price for the Shares shall be the
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fair 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
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price 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
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the Shares hereunder is absolute and unconditional without any right of offset
or counterclaim.
6. Default by CMG. CMGI hereby agrees that if CMGI fails to
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repurchase 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
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be voted in accordance with the Assignment of Voting Rights Agreement, dated as
of January 13, 1998, between the Trust and CMGI.
8. Governing Law. The Agreement shall be governed by and construed
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in accordance with the laws of the State of New York without regard to the
conflict of law provisions thereof.
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9. Counterparts. This Agreement may be executed in counterparts,
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each of which shall constitute an original, but all of which shall together
constitute one Agreement.
10. Owner Trustee. The Owner Trustee is executing this document
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solely in 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
By: /s/ Xxxxxxx X. Xxxxx
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Name: XXXXXXX X. XXXXX
Title: VICE PRESIDENT
CMG INFORMATION SERVICES, INC.
By:
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Name:
Title:
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
By:
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Name:
Title:
CMG INFORMATION SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxx Xxxxxxxx
Title: Chief Financial Officer
