EXHIBIT 10.5
AGREEMENT FOR THE ASSIGNMENT
OF VOTING RIGHTS
This Agreement, dated as of January 15, 1999, by and between CMGI,
Inc., a Delaware corporation ("CMGI") and Long Lane Master Trust, a Delaware
business trust (the "Trust").
WHEREAS, CMGI has entered into a ISDA Master Swap Agreement, and a
schedule and confirmation thereto, each dated as of January 15, 1999
(collectively, the "Swap Agreement") with BankBoston, N.A. (the "Bank") whereby
the Bank has agreed to provide financing 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 proceeds of which will be utilized to provide
such funds to CMGI;
WHEREAS, simultaneously with the execution of this Agreement and the
Swap Agreement, CMGI will transfer to the Trust shares of common stock issued by
Lycos, Inc., (the "Shares") with an aggregate market value equal to at least
$20,000,000 to secure the obligations of CMGI to the Bank;
WHEREAS, the parties hereto have also entered into a repurchase
agreement, dated as of January 15, 1999, relating to the repurchase of the
Shares by CMGI;
WHEREAS, the Trust wishes to assign the voting rights relating to the
Shares to CMGI in accordance with the terms of this Agreement.
NOW, THEREFORE BE IT RESOLVED, the parties hereto agree as follows:
1. ASSIGNMENT OF VOTING RIGHTS
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While this Agreement is in effect, the Trust hereby agrees to assign to
CMGI the voting rights on the Shares in accordance with the terms hereof.
Any liquidation of the Shares by the Trust shall result in automatic
extinguishment of the right of CMGI to exercise the voting right of Shares.
2. EXERCISE OF VOTING RIGHTS
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Whenever a general shareholders meeting of Lycos, Inc. is convened or any
proxies or other documentation requiring the actions of holders of the
Shares is delivered to such holders, CMGI shall send a written notice to
the Trust. Such notice will include:
. a copy of the notice of the respective general shareholders meeting of
Lycos, Inc.
. instructions on the manner in which to vote the Shares.
. the name of the person or persons, if any, who will represent the
Trust in the respective general shareholders meeting of Lycos, Inc.
Said notice shall be remitted by CMGI to the Trust no later than the fifth
day before the date proposed for the general meeting in question to be
held, or as soon as possible with respect to any other consents or actions
to be taken by the holders of the Shares. The Trust shall in no way be
liable for any failure by CMGI to provide appropriate
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instructions with respect to the Shares. If the Trust has not received
written instructions from CMGI on the manner in which to vote the Shares,
the Trust shall abstain from voting the Shares.
To comply with the instructions on the vote or abstention, as appropriate,
given by CMGI in connection with the Shares, CMGI may designate a
representative or representatives for each general shareholders meeting of
Lycos, Inc. to act on behalf of the Trust at such meeting. The Trust hereby
agrees to consent to the appointment of any such representative and agrees
to execute any documents reasonably necessary to effectuate the foregoing.
3. TERM
----
This Agreement shall automatically terminate, without notice, on the
earlier of (i) January 20, 2000 or (ii) the day on which the Trust disposes
of the Shares as a result of (A) an event of default under the Trust
Indenture, dated as of January 13, 1998, as supplemented by an indenture
supplement, dated as of January 14, 1999 between the Trust and U.S. Bank
Trust, as indenture trustee or (B) the termination of the Swap Agreement in
accordance with the terms thereof.
4. CHANGES AFFECTING THE SHARES
----------------------------
In the event that Lycos, Inc. is the subject of merger, spin-off,
recapitalization or other similar transaction, any Shares received by the
Trust as the result of such transactions and of the redemption of the
Shares included shall be covered by this Agreement.
Furthermore, the voting rights assigned hereunder shall remain in full
force and effect in the event that the Shares are the subject of exchange,
remuneration or the increase or reduction of their par value.
5. NOTICES
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All notices between the parties shall be made by telefacsimile or by mail,
return receipt requested, to the following numbers and addresses:
The Trust
To: Long Lane Master Trust
c/o Delaware Trust Capital Management, Inc.
000 Xxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attn: Xxxxxxxx X. Xxxxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
CMGI
To: CMGI, Inc.
000 Xxxxxxxxxx Xxxxxx
Xxxxx Xxxxx
Xxxxxxx, XX 00000
Attn: Chief Financial Officer
Tel: (000) 000-0000
Fax: (000) 000-0000
6. APPLICABLE LAW
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The Agreement shall be governed by and construed in accordance with the
laws of the State of New York without regard to conflict of laws provisions
thereof.
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7. COUNTERPARTS
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This Agreement may be executed in counterparts, each of which shall
constitute an original, but all of which shall together constitute one
Agreement.
8. OWNER TRUSTEE
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The Owner Trustee (as such term is defined in the Trust Agreement referred
to herein) is executing this document solely in its capacity as trustee
under the Amended and Restated Trust Agreement, dated as of January 13,
1998, as supplemented by a trust supplement dated as of January 14, 1999,
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
Name:
Title:
CMGI, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Name:
Title:
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