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Exhibit 5
ASSIGNMENT OF CERTAIN REGISTRATION RIGHTS
This Assignment of Certain Registration Rights (the "Assignment") dated
as of July 16, 1999, by and among Xxx X. Xxxxxx, Xxxxxxx X. Xxxxxxxx and The Xxx
X. Xxxxxx Irrevocable Credit Trust (collectively "Assignors") and Delta Air
Lines, Inc. ("Delta").
WHEREAS, Assignors are each Major Stockholders and Delta is a Demand
Stockholder under that certain Amended and Restated Registration Rights
Agreement dated as of December 8, 1998 (the "Rights Agreement"), by and among
xxxxxxxxx.xxx Incorporated (the "Company"), General Atlantic Partners 48, L.P.,
GAP Coinvestment Partners, L.P., General Atlantic Partners 50, L.P. and the
other stockholders and warrant holders named therein or made a party thereto.
Capitalized terms used herein and not otherwise defined shall have the meanings
ascribed to them in the Rights Agreement;
WHEREAS, the Company has provided notice to the parties to the Rights
Agreement of its intention to file a registration statement under the Securities
Act of 1933, as amended, on Form S-1 for the offering by the Company of Two
Million (2,000,000) shares of its Common Stock and an "Incidental Registration"
(as such term is defined in Section 4(a) of the Rights Agreement) for the
offering of up to Four Million Nine Hundred Thousand (4,900,000) shares
(inclusive of over-allotment shares) of common stock by certain selling
stockholders including one or more of the Assignors and Delta (collectively, the
"Proposed Offering"); and
WHEREAS, in connection with the Proposed Offering, the Assignors desire
to assign, and Delta desires to receive the assignment of, certain registration
rights of Assignors under the Rights Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Assignment of Incidental Registration Rights.
(a) The Assignors, collectively, in respect to their
rights under Section 4(a) of the Rights Agreement to
offer Registrable Securities specifically in the
Incidental Registration comprising a part of the
Proposed Offering ("Assignors' Registration Rights"),
hereby assign to Delta that portion of Assignors'
Registration Rights to offer for sale that number of
shares that, when aggregated with the rights of
Delta, as a Designated Holder, will entitle Delta to
offer for sale an aggregate of 36.2% of all shares
(inclusive of over-allotment shares) of the
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Company's Common Stock to be offered by all selling
stockholders in the Proposed Offering.
(b) In connection with the Proposed Offering, Xxx X.
Xxxxxx hereby covenants and agrees to not sell any
shares in the Proposed Offering.
(c) With respect to any of their shares not sold in the
Proposed Offering, Assignors hereby agree to sign the
lockup agreement that will be required by the
Company's underwriters to be signed by all selling
stockholders in the Proposed Offering.
2. Consent of the Company. The parties hereto
acknowledge that this Assignment is being effected in accordance with the
provisions of Section 10(f) of the Rights Agreement, and therefore requires the
consent of the Company. The Company's consent to this Assignment, as evidence on
the signature page hereof, is provided solely to satisfy the provisions of
Section 10(f) of the Rights Agreement.
[Signature Page to Follow]
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IN WITNESS WHEREOF, the parties have executed this Assignment as of the
date and year first above written.
ASSIGNORS: DELTA AIR LINES, INC.
/s/ Xxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxx
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Xxx X. Xxxxxx Name: Xxxxxx X. Xxxx
Title: Sr. Xxxx President -- Strategy
and Business Development
/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
THE XXX X. XXXXXX
IRREVOCABLE CREDIT TRUST
By: /s/ Xxxxx X. Xxxxx, III
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Xxxxx X. Xxxxx, III
Trustee
CONSENTED TO BY:
XXXXXXXXX.XXX INCORPORATED
By: /s/ Xxxx Xxxxxxx
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Name:
Title:
