Exhibit 10(b)
October 22, 1998
Via Facsimile and Airborne Express (in duplicate)
▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. Vice President
▇▇▇▇▇▇▇ Funds
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇. ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Re: Redemption of Series C Preferred Stock
Dear ▇▇. ▇▇▇▇▇:
Reference is made to the Letter Agreement between Interleaf and the ▇▇▇▇▇▇▇
Funds dated August 19, 1998 (the "Letter Agreement"). This will confirm that
Interleaf and the ▇▇▇▇▇▇▇ Funds have agreed to amend the Letter Agreement in the
manner described as "Alternative No. 1" in our letter to you dated October 8,
1998. Accordingly, the Series C Shares shall be redeemed at a price of $ .390625
per share, for a total redemption price of $1,578,669. Our checks in the total
amount of $1,578,669 are enclosed with this letter. Once this letter is
countersigned and payment received by you, the Series C Shares shall be redeemed
and deemed no longer outstanding. Please forward all certificate(s) representing
the Series C Shares to:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, General Counsel
Interleaf, Inc.
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
There are no conditions to the obligations of Interleaf to redeem the Series C
Shares. This transaction shall be consummated pursuant to the terms and
conditions of the Letter Agreement, which remains in full force and effect, as
amended hereby. Please indicate the agreement of the ▇▇▇▇▇▇▇ Funds to the
foregoing terms and conditions by obtaining their authorized signatures where
provided below. Thank you for your cooperation.
Interleaf, Inc.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇, General Counsel AGREED:
▇▇▇▇▇▇▇ Growth Fund ▇▇▇▇▇▇▇ Dividend Fund
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President Title: Senior Vice President
Date: October 26, 1998 Date: October 26, 1998
