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Exhibit 4
ACKNOWLEDGMENT AND AGREEMENT
TO THE AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
WHEREAS, pursuant to a Participation Warrant Agreement, Delta Air
Lines, Inc. ("Delta") received a warrant to purchase 18,619,402 shares of common
stock (as adjusted for the 1.25 for 1 stock split effected March 26,1999), par
value $.008 per share (the "Shares"), of xxxxxxxxx.xxx Incorporated, a Delaware
corporation (the "Company"); and
WHEREAS, Delta wishes to receive certain registration rights with
respect to such Shares; and
WHEREAS, Delta has reviewed a copy of that certain Amended and Restated
Registration Rights Agreement, dated as of December 8, 1998 (the "Agreement"),
among the Company, General Atlantic Partners 48, L.P., GAP Coinvestment
Partners, L.P., General Atlantic Partners 50, L.P. and the stockholders named
therein and has been given a copy of the Agreement and afforded ample
opportunity to read and to have counsel review it, and Delta is thoroughly
familiar with its terms.
NOW, THEREFORE, in consideration of the mutual premises contained
herein and in the Agreement and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, Delta hereby
acknowledges and agrees as follows: (i) Delta has been given a copy of the
Agreement and afforded ample opportunity to read and to have counsel review it,
and Delta is thoroughly familiar with its terms, (ii) the Shares are subject to
terms and conditions set forth in the Agreement, (iii) Delta does hereby agree
fully to be bound by the Agreement as a "Demand Stockholder" (as therein
defined), and upon the execution and delivery of this Acknowledgment and
Agreement by the Company, Delta shall have all the rights and obligations under
the Agreement as a Demand Stockholder, and (iv) Delta does hereby name Xxxxxx X.
Xxxx to serve as its representative under the Agreement.
The Company hereby represents and warrants to Delta that the Board of
Directors of the Company has duly approved Delta as "Demand Stockholder" as is
required by the Agreement.
This 16th day of July, 1999.
Acknowledged and agreed:
XXXXXXXXX.XXX INCORPORATED DELTA AIR LINES, INC.
By /s/ Xxxx Xxxxxxx By: /s/ Xxxxxx X. Xxxx
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Name: Xxxx Xxxxxxx Name: Xxxxxx X. Xxxx
Title: Title: Sr. Vice President -- Strategy
and Business Development
