Earthlink 2000 Annual Report Download - page 106

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EXHIBIT 10.9
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of February 8, 2001 (the
"Effective Date"), is entered into by and among EarthLink, Inc., a Delaware corporation, (the "Company"), Sprint Corporation, a Kansas
corporation ("Sprint") and Sprint Communications Company L.P., a Delaware limited partnership ("Sprint L.P.").
WHEREAS, the Company (as successor in interest to Dolphin, Inc.), Sprint and Sprint L.P. are parties to a Registration Rights Agreement
dated February 10, 1998 (the "Registration Rights Agreement");
WHEREAS, the Company, Sprint and Sprint L.P. (for the purposes of this Agreement, Sprint and Sprint L.P. shall hereafter be collectively
referred to as "Sprint") desire to amend and restate the Registration Rights Agreement, as set forth herein;
NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Agreement and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree that the
Registration Rights Agreement shall be superseded and replaced in its entirety by this Agreement as set forth herein, and further agree as
follows:
ARTICLE 1.
DEFINITIONS AND CONSTRUCTION
Section 1.1. CERTAIN DEFINITIONS. As used in this Agreement, the following terms shall have the meanings specified below:
"AFFILIATE" means, with respect to any Person, any other Person controlling, controlled by, or under common control with such Person. For
purposes of this Agreement, the term "control" (including, with correlative meanings, the terms "controlled by" and "under common control
with" as used with respect to any Person) means the possession, directly or indirectly, of the power to direct or cause the direction of the
management and policies of such Person through ownership of securities.
"ANCILLARY AGREEMENT" shall mean any and all of the following documents to which Sprint and EarthLink are a party: (i) the
Governance Agreement, (ii) the Certificates of Designation (as defined in the Governance Agreement), (iii) the Master Services Agreement (as
defined in the Governance Agreement), (iv) the Termination Mutual Release and Waiver Agreement (as defined in the Governance
Agreement), (v) the Network Services Agreement, dated February 10, 1998 and as amended, by and among the Company and Sprint, and (vi)
the Sprint Custom Network Services Arrangement, dated May 11, 2000 and as amended, by and