Exhibit 5(a)
AGREEMENT TO BE BOUND TO THE REGISTRATION RIGHTS AGREEMENT
THIS AGREEMENT TO BE BOUND TO THE REGISTRATION RIGHTS
AGREEMENT (the "Agreement"), dated as of December 23, 1997, between IXL
HOLDINGS, INC., a Delaware corporation (the "Company"), and Xxxxx Investment
Associates V, L.P., a Delaware limited partnership ("Majority Shareholder"), and
General Electric Capital Corporation (the "Investor").
RECITALS
A. The Company has entered into a Registration Rights
Agreement, dated as of April 30, 1996 among the Company and certain other
parties, a copy of which is attached hereto and incorporated herein as Exhibit A
(the "Registration Rights Agreement"), which addresses the registration of
Registrable Securities.
B. The Company has agreed to issue to the Investor
contemporaneously herewith (i) an aggregate of 15,384 shares of validly issued,
fully paid and nonassessable Class B Convertible Preferred Stock of the Company,
$.0l par value ("Class B Preferred Stock"), valued at $325.00 per share as of
the date hereof, and (ii) warrants evidencing the right to purchase 1,775 shares
of Class B Preferred Stock.
C. The Company and the Investor desire to make the Investor a
party to the Registration Rights Agreement.
In consideration of the parties entering into the agreements
and carrying out the transactions described in the Registration Rights
Agreement, and for other good and valuable consideration, the parties agree as
follows:
1. Agreement by the Investor. The Investor hereby accepts and
agrees to be bound by all of the terms and conditions of the Registration Rights
Agreement, as if the Investor was an original party thereto. The Investor
further covenants and agrees that the Investor will comply with all of the terms
and conditions of the Registration Rights Agreement, as if the Investor was an
original party thereto.
2. Agreement by the Company. The Company hereby accepts the
Investor as party to the Registration Rights Agreement as if the Investor was an
original party thereto. The Company further covenants and agrees that it will
treat the Investor as if it were an original party to the Registration Rights
Agreement, affording the Investor all applicable rights and privileges
thereunder. The Company represents and warrants that the Registration Rights
Agreement attached hereto as Exhibit A is a true and correct copy of the
Registration Rights Agreement.
3. Consent by Majority Shareholder. The Majority Shareholder
hereby consents to this Agreement to be Bound to Registration Rights Agreement.
4. The Investor Deemed a Party. The Investor is hereby deemed
to be a party to the Registration Rights Agreement as if originally named
therein.
5. Definitions. Unless otherwise indicated, each capitalized
term used herein shall have the meaning specified in the Registration Rights
Agreement.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, this Agreement has been duly executed by
the parties set forth below as of the date first written above.
IXL HOLDINGS, INC.
By: /s/ Xxxxx X. Xxxxxx
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Title: Executive Vice President
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Xxxx X. Xxxxxxx
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Title: Department Operations Manager
Agreed and consented to this 23rd day of December, 1997:
XXXXX INVESTMENT ASSOCIATES V, L.P.
By: XXXXX PARTNERS V, L.P.
as its General Partner
By: /s/ Xxxxxx X. Xxxxxxxx
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General Partner
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