EXHIBIT 10.15
AMENDMENT NO. 2 TO
THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
This Amendment No. 2 (the "Amendment") to the Third Amended and Restated
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Registration Rights Agreement (the "Agreement") dated as of June 28, 1996, as
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amended September 26, 1997, by and among Preview Travel, Inc., a California
corporation (the "Company"), and certain of the Company's investors, is made
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this 17th day of November, 1997 by and among the Company, NBC Multimedia, Inc.
("NBC Multimedia") and the undersigned holders of at least a majority of the
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Registrable Securities (as defined in the Agreement), who shall hereinafter be
referred as the "Consenting Holders."
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The Company has granted to the holders of its Series A Preferred Stock,
Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and
Series E Preferred Stock registration and other rights under the Agreement;
On September 26, 1997, the Company issued to NBC Multimedia a warrant to
purchase 189,000 shares of Series E Preferred Stock (the "NBC Warrant"); and
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NBC Multimedia has requested that the Investors extend to NBC Multimedia
the registration and other rights that were extended to the holders of the
Registrable Securities pursuant to the Agreement.
The Consenting Holders have agreed to the extension of such rights to the
Investors.
In consideration of the mutual covenants set forth herein and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
the undersigned hereby consent and agree as follows:
1. All terms not defined herein shall have the meaning set forth in the
Agreement.
2. NBC Multimedia shall be deemed a party to the Agreement and shall be
deemed a "Holder" for purposes of the Agreement and shall be entitled to all of
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the rights, benefits and privileges of, and subject to all of the restrictions
on, a "Holder" under the Agreement.
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3. NBC Multimedia shall be deemed to be both a "Series E Purchaser" and a
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"Purchaser" for purposes of the Agreement.
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4. Each share of Series E Preferred Stock acquired by NBC Multimedia upon
exercise of the NBC Warrant shall be deemed to be both "Series E Preferred" and
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"Preferred" for purposes of the Agreement.
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5. This Amendment shall become effective upon the execution of this
Amendment by the Company and the holders of at least a majority of the
Registrable Securities.
6. Except as otherwise specifically provided herein, the Agreement shall
remain in full force and effect, and the undersigned shall be entitled to all
the rights and subject to all the restrictions thereunder.
7. This Amendment may be executed in one or more counterparts, each of
which shall be an original but all of which, taken together, shall constitute
one and the same.
8. This Amendment shall be governed in all respects by the laws of the
State of California.
[SIGNATURE PAGES FOLLOW]
The foregoing Amendment is hereby executed as of the date first above
written.
COMPANY
PREVIEW TRAVEL, INC.,
a California corporation
By: /s/ XXXXXXX X. XXXXXXXX
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Name: Xxxxxxx X. Xxxxxxxx
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Title: CFO
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CONSENTING HOLDER
US WEST Interactive Services, Inc.
By: /s/ U S WEST INTERACTIVE SERVICES
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Title: President
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Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxx VII
By: /s/ Xxxxxxx Xxxxxxx Xxxxxxxx & Byerrs VII
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Title: General Partner
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KPCB VII Founders Fund
By: /s/ KPCB VII Founders Fund
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Title: General Partner
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KPCB Information Sciences Zaibatsu Fund II
By: /s/ KPCB Information Sciences Zaibatsu
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Fund II
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Title: General Partner
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America Online, Inc.
By: /s/ America Online, Inc.
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Title:
KLAS, INC.
By: /s/ XXXXX X. XXXX
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Name: Xxxxx X. Xxxx
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Title: Secretary
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Xxxxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxxxx,
Trustees of the Hornthal Living Trust dated
12/23/92
By: /s/ XXXXX X. XXXXXXXX
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Title: Trustee
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GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ XXXXXXX XXXXX
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Name: Xxxxxxx Xxxxx
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Title: Department Operations Manager
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NBC MULTIMEDIA, INC.
By: /s/ NBC MULTIMEDIA, INC.
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Title: SVP
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