AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 6, 2000
REGISTRATION NO. 333-90881
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
SAVVIS COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 6719 43-1809960
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
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SAVVIS COMMUNICATIONS CORPORATION
12007 SUNRISE VALLEY DRIVE
RESTON, VA 20191
(703) 453-7500
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
------------------
STEVEN M. GALLANT, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
SAVVIS COMMUNICATIONS CORPORATION
12007 SUNRISE VALLEY DRIVE
RESTON, VA 20191
(703) 453-7500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------
Copies to:
<TABLE>
<S> <C>
CHRISTINE M. PALLARES, ESQ. ANDREW R. SCHLEIDER, ESQ.
HOGAN & HARTSON L.L.P. SHEARMAN & STERLING
885 THIRD AVENUE 599 LEXINGTON AVENUE
NEW YORK, NY 10022 NEW YORK, NY 10022
(212) 409-9800 (212) 848-4000
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this registration statement becomes effective.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<PAGE>
------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
PART II
EXPLANATORY NOTE
THIS AMENDMENT IS BEING FILED SOLELY TO
FILE EXHIBITS 10.13, 10.14, 10.15,
10.16, 10.17, 10.18, 10.19, 10.20,
10.21, 10.22, 10.23 AND 10.24.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth all fees and expenses, other than the
underwriting discounts and commissions, payable by the Registrant in connection
with the sale of the common stock being registered. All amounts shown are
estimates except for the SEC registration fee and the NASD filing fee.
<TABLE>
<CAPTION>
AMOUNT
-------------
<S> <C>
SEC registration fee ........................ $ 97,944
NASD filing fee ............................. 30,500
Nasdaq National Market listing fee .......... 95,000
Blue sky fees and expenses .................. 10,000
Accounting fees and expenses ................ 500,000
Legal fees and expenses ..................... 500,000
Printing and engraving expenses ............. 450,000
Transfer agent fees and expenses ............ 3,500
Miscellaneous expenses ...................... 263,056
----------
Total .................................... $1,950,000
==========
</TABLE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Section 145 of the Delaware General Corporation Law, a corporation
may indemnify its directors, officers, employees and agents and its former
directors, officers, employees and agents and those who serve, at the
corporation's request, in such capacities with another enterprise, against
expenses (including attorneys' fees), as well as judgments, fines and
settlements in nonderivative lawsuits, actually and reasonably incurred in
connection with the defense of any action, suit or proceeding in which they or
any of them were or are made parties or are threatened to be made parties by
reason of their serving or having served in such capacity. The Delaware General
Corporation Law provides, however, that such person must have acted in good
faith and in a manner such person reasonably believed to be in (or not opposed
to) the best interests of the corporation and, in the case of a criminal
action, such person must have had no reasonable cause to believe his or her
conduct was unlawful. In addition, the Delaware General Corporation Law does
not permit indemnification in an action or suit by or in the right of the
corporation, where such person has been adjudged liable to the corporation,
unless, and only to the extent that, a court determines that such person fairly
and reasonably is entitled to indemnity for costs the court deems proper in
light of liability adjudication. Indemnity is mandatory to the extent a claim,
issue or matter has been successfully defended.
The Registrant's certificate of incorporation contains provisions that
provide that no director of the Registrant shall be liable for breach of
fiduciary duty as a director, except for (1) any breach of the directors' duty
of loyalty to the Registrant or its stockholders; (2) acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
the law; (3) liability under Section 174 of the Delaware General Corporation
Law; or (4) any transaction from which the director derived an improper
personal benefit. The indemnification provided under the Registrant's
certificate of incorporation includes the right to be paid expenses in advance
of any proceeding for which indemnification may be had, provided that the
director or officer undertakes to repay such amount if it is determined that
the director or officer is not entitled to indemnification.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
Since the Registrant's formation on March 3, 1998, it has issued and sold
the securities described below in the following unregistered transactions:
II-1
<PAGE>
(1) On March 4, 1998, in connection with its formation, the Registrant
issued 1,606,682 shares of its common stock in exchange for all of
the outstanding common stock of SAVVIS Communications Corporation, a
Missouri corporation ("SCC"), in connection with the reorganization
of SCC and SAVVIS Communications Enterprises, L.L.C., a Missouri
limited liability company (the "LLC"). These issuances were effected
in reliance on the exemptions from registration provided by Section
4(2) of the Securities Act.
(2) Between March and July 1998, in a series of related transactions,
the Registrant sold to First Union Capital Partners, Inc., BCI
Growth IV, L.P. and R-H Capital Partners, L.P. a total of 18,226,228
shares of its Series C Redeemable Preferred Stock for $18,226,228;
to J.P. Morgan Investment Corporation and Sixty Wall Street SBIC
Fund, L.P. a total of 8,000,000 shares of its Series C Redeemable
Preferred Stock for $8,000,000; and to the holders of convertible
promissory notes of SCC and the LLC a total of 3,773,772 shares of
its Series C Redeemable Preferred Stock in exchange for all the
outstanding notes. The Registrant issued to these investors warrants
to purchase up to a total of 10,334,327 shares of its common stock,
at an exercise price of $.01 per share. These sales were effected in
reliance on the exemptions from registration provided by Section
4(2) of the Securities Act.
(3) On March 4, 1998, the Registrant issued 502,410 shares of its Series
A Convertible Preferred Stock in exchange for all of the outstanding
shares of SCC's Series A Convertible Preferred Stock. In addition,
the Registrant issued warrants to purchase up to 15,000 shares of
its Series A Convertible Preferred Stock at an exercise price of
$10.64 per share in exchange for warrants to purchase an equal
amount of shares of SCC's Series A Convertible Preferred Stock, and
warrants to purchase up to 349,228 shares of its common stock at an
exercise price of $4.13 per share in exchange for warrants to
purchase an equal amount of shares of SCC's common stock. These
issuances were effected in reliance on the exemption from
registration provided by Section 4(2) of the Securities Act.
(4) On March 4, 1998, the Registrant issued 5,649,241 shares of its
Series B Convertible Preferred Stock in exchange for an equal amount
of Class B shares of the LLC. These issuances were effected in
reliance on the exemption from registration provided by Section 4(2)
of the Securities Act.
(5) On March 4, 1998, the Registrant issued 728,575 shares of its common
stock in exchange for the outstanding securities of Interconnected
Associates, Inc. These issuances weres effected in reliance on the
exemption from registration provided by Section 4(2) of the
Securities Act.
(6) Between May 1998 and March 1999, the Registrant issued options to
purchase a total of 1,560,968 shares of its common stock to a total
of 177 employees, at exercise prices ranging from $.30 to $1.10 per
share. These options were granted under the Registrant's 1998 Stock
Option Plan. These issuances were effected in reliance on the
exemption from registration provided by Rule 701 promulgated under
Section 3(b) of the Securities Act.
(7) Between July and September 1999, the Registrant granted options to
purchase 3,674,000 shares of the Registrant's common stock to 121
employees of Bridge Information Systems, Inc. ("Bridge") at an
exercise price of $.50 per share. In that same period, the
Registrant granted options to purchase up to 2,389,840 shares of its
common stock to 92 of its employees at an exercise price of $.50 per
share. All of these options were granted pursuant to the
Registrant's 1999 Stock Option Plan. In October the Registrant
granted its employees the right to convert options to purchase
236,882 shares of common stock of Bridge into options to purchase
236,882 shares of common stock of the Registrant at
II-2
<PAGE>
an exercise price of $.50 per share. These issuances were effected in
reliance on the exemption from registration provided by Rule 701
promulgated under Section 3(b) of the Securities Act.
(8) During 1998 and 1999, Registrant issued 92,565 shares of its common
stock pursuant to the exercise of stock options by its employees for
an aggregate purchase price of $36,100. These issuances were
effected in reliance on the exemption from registration provided by
Rule 701 promulgated under Section 3(b) of the Securities Act.
Each of the foregoing transactions was effected without the use of an
underwriter.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
<TABLE>
<CAPTION>
NUMBER EXHIBIT DESCRIPTION
- -------------- -----------------------------------------------------------------------------------------------
<S> <C>
1.1* Form of Underwriting Agreement
3.1** Amended and Restated Certificate of Incorporation of the Registrant
3.2** Amended and Restated Bylaws of the Registrant
4.1* Form of Common Stock Certificate
5.1* Opinion of Hogan & Hartson L.L.P. as to the validity of the shares being offered
10.1** 1999 Stock Option Plan
10.2** Form of Incentive Stock Option Agreement under the 1999 Stock Option Plan
10.3** Form of Incentive Stock Option Agreement under the 1999 Stock Option Plan
10.4** Form of Non-Qualified Stock Option Agreement under the 1999 Stock Option Plan
10.5** Amended and Restated Agreement and Plan of Merger, dated February 19, 1999, among the
Registrant, SAVVIS Acquisition Corp. and Bridge Information Systems, Inc.
10.6** Employment Agreement, dated December 4, 1998, between the Registrant and Clyde A.
Heintzelman
10.7** Letter Agreement, dated November 12, 1999, between the Registrant and Clyde A.
Heintzelman
10.8** Letter Agreement, dated June 14, 1999, between the Registrant and David J. Frear
10.9** Letter Agreement, dated September 30, 1999, between the Registrant and James D. Mori
10.10** Form of Master Establishment and Transition Agreement between the Registrant and Bridge
Information Systems, Inc., including as Exhibit B a Form of Administrative Services Agreement,
as Exhibit E a Form of Local Contract of Assignment and Assumption, as Exhibit F a Form of
Local Asset Transfer Agreement, as Exhibit H a Form of Equipment Colocation Permit, as
Exhibit I a Form of Promissory Note, and as Exhibit J a Form of Call Asset Transfer Agreement.
10.11 +** Form of Network Services Agreement between SAVVIS Communications Corporation and
Bridge Information Systems, Inc.
10.12 +** Form of Technical Services Agreement between SAVVIS Communications Corporation and
Bridge Information Systems, Inc.
10.13 Managed Network Agreement, dated January 31, 1995, between Sprint Communications
Company L.P. and Bridge Data Company.
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
NUMBER EXHIBIT DESCRIPTION
- ------------- -----------------------------------------------------------------------------------------
<S> <C>
10.14 Amendment One to the Managed Network Agreement, dated August 23, 1995, between
Sprint Communications Company L.P. and Bridge Data Company.
10.15 Amendment Two to the Managed Network Agreement, dated August 16, 1995, between
Sprint Communications Company L.P. and Bridge Data Company.
10.16 + Amendment Three to the Managed Network Agreement, dated March 1, 1996, between
Sprint Communications Company L.P. and Bridge Data Company.
10.17 + Amendment Four to the Managed Network Agreement, dated July 29, 1996, between Sprint
Communications Company L.P. and Bridge Data Company.
10.18 + Amendment Five to the Managed Network Agreement, dated December 5, 1996, between
Sprint Communications Company L.P. and Bridge Data Company.
10.19 + Amendment Six to the Managed Network Agreement, dated May 23, 1997 between Sprint
Communications Company L.P. and Bridge Data Company.
10.20 + Amendment Seven to the Managed Network Agreement, dated August 28, 1998 between
Sprint Communications Company L.P. and Bridge Data Company.
10.21 + Service Agreement, dated August 15, 1996, between the Registrant and IXC Carrier, Inc.
10.22 + Amendment No. 1 to the Service Agreement, dated October 22, 1996, between the Registrant and IXC
Carrier, Inc.
10.23 + Master Internet Services Agreement, effective June 4, 1999, between the Registrant and
UUNET Technologies, Inc., an MCI WorldCom Company
10.24 + internetMCI Dedicated Access Agreement, dated April 16, 1998, between the Registrant and
networkMCI, Inc.
11.1* Statement regarding computation of net income per share
16.1** Letter Re Change in Certifying Accountant
21.1** Subsidiaries of the Registrant
23.1** Consent of Deloitte & Touche LLP
23.2** Consent of Ernst & Young LLP
23.3* Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1)
24.1** Power of attorney (included in the signature page to this registration statement)
27.1** Financial Data Schedule
</TABLE>
- ------------------
* To be filed by amendment.
** Previously filed.
+ Confidential Treatment requested as to certain portions of these Exhibits.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes to provide to the
underwriters at the closing specified in the Underwriting Agreement,
certificates in such denominations and registered in such names as may be
required by the underwriters to permit prompt delivery to each purchaser.
II-4
<PAGE>
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. If a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 4 to this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of St. Louis, State of Missouri, on January 6, 2000.
SAVVIS COMMUNICATIONS CORPORATION
By: /s/ Robert McCormick
------------------------------------
Robert McCormick
President and Chief Executive Officer and
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 4 to this registration statement has been signed by the following persons,
in the capacities indicated below, on the dates indicated.
II-6
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------------------- ---------------------------------- ------------------
<S> <C> <C>
/s/ ROBERT MCCORMICK President and Chief Executive January 6, 2000
- --------------------------- Officer and Chairman of the Board
Robert McCormick (principal executive officer)
* Executive Vice President, Chief January 6, 2000
- --------------------------- Financial Officer and Director
David J. Frear
(principal financial officer and
principal accounting officer)
* Director January 6, 2000
- ---------------------------
Clyde A. Heintzelman
* Director January 6, 2000
- ---------------------------
Thomas McInerney
* Director January 6, 2000
- ---------------------------
Patrick Welsh
* Director January 6, 2000
- ---------------------------
Thomas M. Wendel
</TABLE>
*By: /s/ Robert McCormick
-----------------------
Robert McCormick
Attorney-in-Fact
and Agent
II-7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER EXHIBIT DESCRIPTION
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<S> <C>
1.1* Form of Underwriting Agreement
3.1** Amended and Restated Certificate of Incorporation of the Registrant
3.2** Amended and Restated Bylaws of the Registrant
4.1* Form of Common Stock Certificate
5.1* Opinion of Hogan & Hartson L.L.P. as to the validity of the shares being offered
10.1** 1999 Stock Option Plan
10.2** Form of Incentive Stock Option Agreement under the 1999 Stock Option Plan
10.3** Form of Incentive Stock Option Agreement under the 1999 Stock Option Plan
10.4** Form of Non-Qualified Stock Option Agreement under the 1999 Stock Option Plan
10.5** Amended and Restated Agreement and Plan of Merger, dated February 19, 1999, among the
Registrant, SAVVIS Acquisition Corp. and Bridge Information Systems, Inc.
10.6** Employment Agreement, dated December 4, 1998, between the Registrant and Clyde A.
Heintzelman
10.7** Letter Agreement, dated November 12, 1999, between the Registrant and Clyde A.
Heintzelman
10.8** Letter Agreement, dated June 14, 1999, between the Registrant and David J. Frear
10.9** Letter Agreement, dated September 30, 1999, between the Registrant and James D. Mori
10.10** Form of Master Establishment and Transition Agreement between the Registrant and Bridge
Information Systems, Inc., including as Exhibit B a Form of Administrative Services Agreement,
as Exhibit E a Form of Local Contract of Assignment and Assumption, as Exhibit F a Form of
Local Asset Transfer Agreement, as Exhibit H a Form of Equipment Colocation Permit, as
Exhibit I a Form of Promissory Note, and as Exhibit J a Form of Call Asset Transfer Agreement.
10.11 +** Form of Network Services Agreement between SAVVIS Communications Corporation and
Bridge Information Systems, Inc.
10.12 +** Form of Technical Services Agreement between SAVVIS Communications Corporation and
Bridge Information Systems, Inc.
10.13 Managed Network Agreement, dated January 31, 1995, between Sprint Communications
Company L.P. and Bridge Data Company.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NUMBER EXHIBIT DESCRIPTION
- ------------- -----------------------------------------------------------------------------------------
<S> <C>
10.14 Amendment One to the Managed Network Agreement, dated August 23, 1995, between
Sprint Communications Company L.P. and Bridge Data Company.
10.15 Amendment Two to the Managed Network Agreement, dated August 16, 1995, between
Sprint Communications Company L.P. and Bridge Data Company.
10.16 + Amendment Three to the Managed Network Agreement, dated March 1, 1996, between
Sprint Communications Company L.P. and Bridge Data Company.
10.17 + Amendment Four to the Managed Network Agreement, dated July 29, 1996, between Sprint
Communications Company L.P. and Bridge Data Company.
10.18 + Amendment Five to the Managed Network Agreement, dated December 5, 1996, between
Sprint Communications Company L.P. and Bridge Data Company.
10.19 + Amendment Six to the Managed Network Agreement, dated May 23, 1997 between Sprint
Communications Company L.P. and Bridge Data Company.
10.20 + Amendment Seven to the Managed Network Agreement, dated August 28, 1998 between
Sprint Communications Company L.P. and Bridge Data Company.
10.21 + Service Agreement, dated August 15, 1996, between the Registrant and IXC Carrier, Inc.
10.22 + Amendment No. 1 to the Service Agreement, dated October 22, 1996, between the Registrant and IXC
Carrier, Inc.
10.23 + Master Internet Services Agreement, effective June 4, 1999, between the Registrant and
UUNET Technologies, Inc., an MCI WorldCom Company
10.24 + internetMCI Dedicated Access Agreement, dated April 16, 1998, between the Registrant and
networkMCI, Inc.
11.1* Statement regarding computation of net income per share
16.1** Letter Re Change in Certifying Accountant
21.1** Subsidiaries of the Registrant
23.1** Consent of Deloitte & Touche LLP
23.2** Consent of Ernst & Young LLP
23.3* Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1)
24.1** Power of attorney (included in the signature page to this registration statement)
27.1** Financial Data Schedule
</TABLE>
- ------------------
* To be filed by amendment.
** Previously filed.
+ Confidential Treatment requested as to certain portions of these Exhibits.
EXHIBIT 10.13
MANAGED NETWORK AGREEMENT
This Managed Network Agreement is effective as of the last date signed
below- by and between Sprint Communications Company L.P., with offices at 13221
Woodland Park Road, Herndon, Virginia 22071, and Bridge Data Company, with
offices at 717 Office Parkway, St. Louis, Missouri 63141.
WHEREAS, Sprint wishes to provide Managed Network products and services
and related support to Bridge, and Bridge wishes to purchase such products and
services from Sprint; and
WHEREAS, the parties have agreed to enter into a Managed Network
Agreement by and between them dated as of the last date signed below (the
"Agreement").
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein and of other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Scope.
Bridge agrees to order, and Sprint hereby agrees to provide certain
Products and Services at Installation Sites to be designated by Bridge. Sprint
shall install, manage and maintain the Products and Services at each
Installation Site in accordance with the terms of this Agreement, including the
Performance Specifications. The scope of work to be performed by Sprint under
this Agreement shall be as set forth in Attachment A. Subject to Section 9 below
(Minimum Commitment), the fact that a Product or Service is described herein
does not obligate Bridge to purchase such Product or Service from Sprint under
this Agreement.
2. Contract Documents and Definitions.
(a) The Agreement shall consist of this Managed Network Agreement by
and between Bridge and Sprint, including all attachments referenced in and
appended to this Agreement and made a part hereof (the "Attachments"). This
Agreement shall be interpreted wherever possible to avoid conflict between the
Sections hereof and the Attachments, provided that if such a conflict shall
arise, the Sections of this Agreement shall control. The Attachments are:
Attachment A Scope of Work
Attachment B Rates and Charges
Attachment C Site Preparation Requirements
Attachment D Installation, Management and Maintenance
Services
Attachment E Performance Specifications
Bridge/Sprint Confidential -1- January 30, 1995
<PAGE>
(b) Whenever used in this Agreement, the words and phrases listed below
shall have the meanings given below, and all defined terms shall include the
plural as well as the singular. Unless otherwise stated, the words "herein,"
"hereunder" and other similar words refer to this Agreement as a whole and not
to any particular Section or other subdivision. The words "include" and
"including" shall not be construed as terms of limitation.
"Affiliate" of a party means the party, any entity that is directly or
indirectly controlling, controlled by or under common control with the party,
and the directors, officers employees and agents of all of them, when acting in
their corporate capacity.
"Bridge" means Bridge Data Company and those of its Affiliates
purchasing Products and Services from Sprint hereunder.
"Chronic Service Interruption" means an "Interruption" as defined below
which occurs three (3) or more times, each incident lasting thirty (30) or more
minutes within three (3) consecutive calendar weeks.
"Confidential Information" means all information concerning the
business of Bridge, Sprint or any third party doing business with either of them
that may be obtained from any source by Sprint by virtue of its performance
under this Agreement or by Bridge by virtue of its use of the Products and
Services. Such information shall also include the terms of this Agreement (and
negotiations and proposals from one party to the other related directly
thereto), network designs and design recommendations, tools and programs,
pricing, methods, processes, financial data, software, research, development,
strategic plans or related information. All such information disclosed prior to
the execution of this Agreement shall also be considered Confidential
Information for purposes of this Agreement. The network design and configuration
of the Products and Services purchased hereunder, shall be deemed Bridge
Confidential Information, and shall not be deemed Sprint Confidential
Information. Confidential Information shall not include information that: (a) is
already rightfully known by the receiving person at the time it is obtained by
such person, free from any obligation to keep such information confidential; (b)
is or becomes publicly known through no wrongful act of the receiving person;
(c) is rightfully received by the receiving person from third party without
restriction and without breach of this Agreement.
"Equipment" means all items of equipment leased or purchased by Bridge
from Sprint and used to enable Bridge to utilize the Products and Services
provided hereunder.
"Installation Site" means any location for which Bridge orders Products
or Services. The Installation Sites may be changed by Bridge from time to time
on reasonable notice pursuant to Section 7. If Bridge changes the location of an
Bridge/Sprint Confidential -2- January 30, 1995
<PAGE>
Installation Site prior to the actual installation, Bridge will not incur
additional charges if notice of the change is received by Sprint within ten (10)
days of the date of the order.
"Interruption" means an event resulting from the failure of the
Products and Services which prevents utilization of a Sprint-provided circuit
line, trunk or service. Scheduled maintenance downtime is not considered an
Interruption as long as Sprint provides sufficient notice. An Interruption
begins when Sprint is notified or becomes aware of the failure, whichever first
occurs. An Interruption continues until the Products and/or Services are
repaired or restored.
"Products and Services" means the equipment, facilities, programming,
software and related services provided by Sprint to Bridge hereunder, which
collectively constitute a fully managed network of Working Systems. The Products
and Services include Sprint Frame Relay Service but do not include special
access lines that may be used by Bridge in connection with the Products and
Services.
"Performance Specifications" means the standards contained in
Attachment E hereto which may be modified by the mutual agreement of the
parties.
"Sprint" means Sprint Communications Company L.P. and those of its
Affiliates providing Products and Services to Bridge hereunder.
"Working System" means a Bridge Installation Site at which the
installation of the Products and Services has been accepted by Bridge pursuant
to Section 10.
3. Term and Extensions.
(a) The initial term of this Agreement shall be three (3) years,
commencing on the last date shown on the signature page (Effective Date), and
shall continue in full force and effect unless terminated in accordance with its
provisions.
(b) Bridge shall have the right to extend the term of this Agreement
for up to two (2) successive one (1) year periods. Bridge must exercise its
renewal right by providing Sprint thirty (30) days' advance written notice of
Bridge's intent to extend.
4. Termination by Bridge.
Bridge shall have the right to terminate this Agreement:
(a) with no liability to Sprint other than for charges (less any
applicable credits) for Product and Services provided prior to such termination,
if:
Bridge/Sprint Confidential -3- January 30, 1995
<PAGE>
(i) Bridge provides ten (10) days written notice of its intent
to terminate in the event the performance of the managed network falls below
that specified and calculated in accordance with Attachment E "Performance
Specifications" and Sprint is unable to cure such failure within sixty (60)
days;
(ii) Bridge provides ten (10) days written notice of its
intent to terminate in the event Sprint fails to perform or comply with or
violates any material warranty, term, condition or obligation of this Agreement,
or any material representation, warranty, certification or statement made by
Sprint in this Agreement shall prove to have been incorrect or misleading in any
material respect when made;
(iii) Bridge replaces the Products and Services provided
hereunder with other Sprint services, provided that Bridge takes such
replacement services under agreements that provide for term and volume
commitments equivalent to those provided hereunder; or
(iv) Bridge provides ten (10) days written notice of its
intent to terminate in the event Sprint becomes the subject of a voluntary or
involuntary bankruptcy, insolvency, reorganization or liquidation proceeding;
makes an assignment for the benefit of creditors; admits in writing its
inability to pay debts when due, or fails within ten (10) days after receipt of
written notice to remedy any breach of this Agreement.
(v) During month twelve (12) of the contract, Bridge provides
sixty (60) days written notice of its intent to terminate because of a change in
Bridge ownership control. The phrase "Bridge ownership control" shall mean (i)
any merger or consolidation of Bridge Information Systems, Inc. with any other
person or entity, (ii) any sale, lease, exchange, mortgage, pledge, transfer or
other disposition, in one (1) or a series of transactions, of fifty percent
(50%) or more of Bridge Information Systems, Inc.'s assets (measured by the fair
market value of all the assets of Bridge Information Systems, Inc.), or (iii)
any acquisition of fifty percent (50%) or more of the combined voting power of
Bridge Information Systems, Inc.'s common stock by any person or entity. In the
event Bridge exercises this option, Sprint will continue to provide service in
accordance with the terms, conditions and rates herein for a period of up to
three (3) months after the effective date of termination. If Products and
Services have not completely transitioned from Sprint after three (3) months,
Sprint will provide Products and Services at Sprint's then current tariff or
list rates. Sprint will cooperate with Bridge or its successor until services
are completely migrated to another carrier.
(b) with liability to Sprint for Products and Services provided prior
to such termination, plus an amount equal to fifty percent (50%) of the monthly
price for the Products and Services terminated for the unexpired portion of the
term of this
Bridge/Sprint Confidential -4- January 30, 1995
<PAGE>
Agreement. Bridge must provide Sprint thirty (30) days written notice of its
intent to terminate.
5. Partial Termination.
(a) Independent of Bridge's other rights to terminate this Agreement,
Bridge may
(i) terminate any or all Products and Services at any
Installation Site at which there is a Chronic Service Interruption affecting
Products and Services that collectively account for twenty-five (25%) or more of
Bridge's total payments for all Products and Services at such Installation Site;
(ii) terminate at all Installation Sites any specific Product
or Service subject to a Chronic Service Interruption if such Product or Service
accounts for twenty-five percent (25%) or more of Bridge's total payments for
all Products and Services;
(iii) terminate any Product or Service when permitted by
Section 18(c) or 21(b).
(b) The Minimum Commitment shall be reduced to reflect the termination
of any Products or Services under this Section.
6. Termination by Sprint.
Sprint shall have the right to terminate this Agreement if:
(a) Bridge fails to pay any invoice that is not the subject of a bona
fide dispute within thirty (30) days of the date such payment is due and Sprint
provides Bridge with written notice thereof, provided that Bridge shall have ten
(10) days from the time it receives notice from Sprint of nonpayment to cure any
such default;
(b) Bridge fails to perform or comply with or violates any other
material covenant, condition or obligation under this Agreement or any material
representation of Bridge shall prove to have been incorrect or misleading in any
material respect when made; or
(c) Bridge becomes the subject of a voluntary or involuntary
bankruptcy, insolvency, reorganization or liquidation proceeding; makes an
assignment for the benefit of creditors; admits in writing its inability to pay
debts when due, or fails within ten (10) days after receipt of written notice to
remedy any breach of this Agreement.
Bridge/Sprint Confidential -5- January 30, 1995
<PAGE>
7. Rates and Charges.
For the term of this Agreement, Sprint shall charge Bridge the rates
and charges for the Products and Services set forth in Attachment B. The move or
relocation of an Installation Site shall be treated as a new installation for
all purposes under Attachment B. Any additional charges shall be mutually agreed
upon by the parties.
8. Invoices.
(a) Products and Services shall be billed monthly in advance, beginning
when the Products and Services to which the charges apply have been installed
and have been accepted by Bridge pursuant to Section 10. All items on an invoice
not the subject of a bona fide dispute shall be payable by Bridge in U.S.
currency within thirty (30) days from the date of receipt of the invoice. All
amounts not in dispute are subject to interest charges of 1 3/4 percent that
will accrue daily on all amounts not paid within thirty (30) days of the date of
receipt of the invoice.
(b) Bridge shall pay sales, use, federal excise, utility, gross
receipt, state and local surcharges, and similar taxes lawfully levied by a duly
constituted taxing authority against or upon the Products and Services. In the
alternative, Bridge shall provide Sprint with a certificate evidencing Bridge's
exemption from payment of or liability for such taxes. All other taxes,
including any ad valorem, income, franchise, privilege, value added or
occupational taxes of Sprint's shall be paid by Sprint.
(c) Bona fide disputes concerning invoices shall be referred to the
parties' respective Contract Managers for resolution. If they cannot resolve a
dispute within a reasonable time, the matter shall be escalated to the parties'
representatives for resolution. Any amount to which Bridge is entitled as a
result of the resolution of a billing dispute shall be credited promptly.
(d) In the event that Customer is seriously delinquent in payment of
non-disputed charges, then Sprint reserves the right to require a security
deposit from Bridge prior to continuing the provision of existing services or
allowing the provisioning of additional services.
9. Minimum Commitment.
Bridge agrees to install a minimum of two hundred (200) Installation
Sites in the first year of the Agreement term, and an additional 280
Installation Sites in the second year of the Agreement term. Thereafter, Bridge
agrees to maintain a minimum of 480 Installation Sites for the remainder of the
term of the Agreement. This minimum commitment shall consist of a 60 site
minimum for each pair of routers Sprint installs in a distribution site
location.
Bridge/Sprint Confidential -6- January 30, 1995
<PAGE>
If Bridge is not meeting the minimum number of Installation Sites per a
particular distribution area, Bridge shall realign the remaining distribution
area Installation sites to another distribution area. After month 24 of the
contract, if the total number of Installation Sites falls below 480, Bridge
shall not be eligible to receive the discounted pricing set forth in Attachment
B of this Agreement.
10. Acceptance.
(a) Upon the installation of Products and Services at any Installation
Site, Sprint shall conduct appropriate tests to establish that it performs in
accordance with mutually agreed upon Acceptance Criteria and shall promptly
inform Bridge of such test results. If test results show that Products and/or
Services are performing in accordance with the Performance Specification, Bridge
shall accept the Product or Service at an Installation Site within twenty-one
(21) days of receipt of Sprint's test results. If Bridge does not notify Sprint
of its acceptance within that period, the Product or Service shall be deemed to
be accepted by Bridge on the last day of that period. Sprint may invoice Bridge
for such Product or Service effective the day after its acceptance under this
Subsection.
(b) If Sprint's tests establish that a newly installed Product or
Service does not perform in accordance with the mutually agreed upon Acceptance
Criteria, or Bridge reports to Sprint within the acceptance period specified in
Subsection (a) that it does not perform in accordance with the mutually agreed
upon Acceptance Criteria, Sprint shall immediately and diligently exert best
efforts to bring it into compliance. Sprint shall not bill Bridge for such
Product or Service until its acceptance by Bridge.
(c) Upon repair or restoration of Products and Service at any
Installation Site, Sprint shall conduct appropriate tests to establish that it
performs in accordance with mutually agreed upon Acceptance Criteria and shall
promptly inform Bridge of such test results.
11. Network Optimization.
(a) Sprint shall assist Bridge in optimizing the efficiency and
cost-effectiveness of the Products and Services in general and at each
Installment Site. Sprint shall, at a cost to be mutually negotiated, implement
upgrades to maximize the efficiency of the Products and Services at such
Installation Sites. In the event an upgrade is required to enable Sprint to meet
its Performance Specifications, this upgrade shall be implemented at no
additional cost to Bridge.
(b) In cooperation with Bridge, Sprint shall review the design and
configuration of the Products and Services whenever Bridge's traffic materially
changes (e.g., upon the acquisition, divestiture or cessation of business
operations) or new or different products or services become Products and
Services hereunder. In any event, such reviews will be conducted at least every
ninety (90) days if so
Bridge/Sprint Confidential -7- January 30, 1995
<PAGE>
requested by Bridge. Sprint shall provide written recommendations to Bridge
based upon such reviews.
12. Equipment Lease/Purchase.
Bridge may lease or purchase from Sprint or from one or more other
vendors the equipment necessary to enable Bridge to utilize the Products and
Services provided hereunder, provided that Bridge must purchase or lease from
Sprint the equipment required for the minimum number of sites specified in
Section 9. If Bridge chooses to lease or purchase such equipment from Sprint,
the parties shall execute a separate agreement for that purpose.
13. Maintenance Support.
Sprint shall provide maintenance service at each Installation Site in
accordance with the terms of Attachment D commencing upon Bridge's acceptance of
the Products and Services at such Installation Site and continuing until the
earlier of (a) the termination of all Products and Services at such Installation
Site or (b) the termination or expiration of this Agreement.
14. Access Management.
(a) Sprint shall order and manage on Bridge's behalf access services
for use in connection with the Products and Services. Sprint shall utilize
Teleport Communications Group ("TCG") for access services where available. Rates
shall be Sprint Tariff 8 less fifteen percent (15%), with Access Channel Fees
("ACF") and Central Office Connection ("COC") charges waived. Sprint will review
access rates annually. Sprint will only pass through to Bridge any decreases in
Tariff 8 rates, but shall not pass through any increases. For rates that have
decreased, Sprint will reprice at the then current Tariff 8 rates less 15%. Once
the SIA Local Access Services contract is signed, Bridge may take advantage of
the SIA pricing if TCG provides the access. However, Bridge may use access
pricing from only one contract, i.e., either this contract or the SIA Local
Access Services contract. If SIA access pricing is selected, non-SIA sites will
be charged at current Sprint Tariff 8 rates and ACF and COC shall be waived.
(Bridge shall also have the option of choosing Sprint's Coordinated Vendor
Billed Access ("SCVBA") service at the price specified in Attachment B. If
Bridge selects this option, Sprint act's as Bridge's agent to order, test and
install access services, but the access provider bills Bridge directly.)
(b) Bridge shall supply Sprint with letters of agency to permit Sprint
to act on Bridge's behalf for purposes of ordering and managing access services.
The access provider will invoice Sprint, and Sprint will invoice Bridge for
access services.
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<PAGE>
(c) Sprint shall use due care to (i) monitor, direct and supervise such
access provider's performance (including conducting fault isolation); (ii)
enforce any warranties and other assurances of performance obtained from it by
Sprint pursuant to tariff or otherwise; or (iii) report promptly to Bridge any
actual or threatened failure of performance by such access provider that does or
could reasonably be expected to affect adversely in any material respect
Sprint's ability to provide any Product or Service in conformity with the
requirements of this Agreement.
15. Rights and Obligations of Bridge.
(a) Contract Manager. Bridge shall assign a representative to serve as
Sprint's point-of-contact for all matters concerning its performance under this
Agreement.
(b) Site Preparation. Bridge shall, at its own expense, provide all
necessary preparations of each Installation Site in accordance with Attachment
C, including inside wiring, demarc extension and rack mount accessories. Bridge
shall ensure that Bridge-provided equipment is on site by the scheduled
installation date. If Sprint is required to reschedule the installation of
Bridge-provided equipment because it is not on site by the scheduled
installation date, Bridge shall pay Sprint to redispatch installation personnel.
(c) Proper Use of Equipment.
(i) Bridge shall use any equipment provided by Sprint in
connection with the Products and Services in accordance with its documentation,
which documentation shall be provided by Sprint at no additional charge. Unless
otherwise provided herein, Bridge shall surrender the equipment to Sprint upon
the termination of this Agreement.
(ii) Bridge shall be liable for damages to the Products and
Services caused by the negligence or willful acts or omissions of Bridge's
officers, employees, agents or contractors; for the loss through theft or
vandalism of the Products and Services at the Installation Sites; and for
damages to Products and Services caused by the use of equipment or supplies not
provided hereunder or otherwise authorized by Sprint.
(iii) Bridge shall neither permit nor assist others to use the
Products and Services for any purposes other than that for which they are
intended; fail to maintain a suitable environment as specified Sprint in the
applicable schedule; or alter, tamper with, adjust or repair the Products and
Services. Any such alteration, tampering, adjustment or repair by Bridge shall
relieve Sprint from any liability or obligation hereunder (including any
warranty or indemnity obligation) relating to the affected Products and
Services, and Bridge shall be liable to Sprint for any documented direct costs
incurred by Sprint as a result of such actions.
Bridge/Sprint Confidential -9- January 30, 1995
<PAGE>
(d) Abuse or Fraudulent Use of Products and Services. Bridge shall
neither permit nor assist others to abuse or fraudulently use the Products and
Services, including
(i) obtaining or attempting to obtain service by any
fraudulent means or device to avoid payment;
(ii) accessing, altering or destroying any information of
another Sprint customer by any fraudulent means or device, or attempting to do
so; or
(iii) using the Products and Services so as to interfere with
the use of the Sprint network by other Sprint customers or authorized users in
violation of the law or in support of any unlawful act.
16. Rights and Obligations of Sprint.
(a) Program Manager. Sprint shall assign a representative to serve as
Bridge's point-of-contact for all matters concerning its performance under this
Agreement.
(b) Provision of the Products and Services. Sprint shall install,
operate, maintain and manage the Products and Services at the Installation Site
designated by Bridge in accordance with the Performance Specifications and other
terms of this Agreement. Sprint shall install the cable that connects the
Products and Services to Bridge servers at such Installation Sites to achieve a
Working System. Bridge may at any time add, delete, relocate or, with Sprint's
consent, modify any Product or Service. The installation interval for any
addition or relocation shall be determined by agreement of the parties.
(c) Access and Security.
Sprint personnel shall have such access to Bridge's premises
as is reasonably necessary to provide the Products and Services in accordance
with this Agreement, provided that Sprint personnel shall comply at all times
with Bridge's reasonable security requirements. Bridge shall have the right
immediately to terminate the right of access of any Sprint personnel to any or
all Installation Sites should Bridge determine in its sole discretion that such
termination is in Bridge's best interest, provided that Bridge shall not
exercise this right on grounds unrelated to job performance or in a manner that
obliges Sprint to commit any unlawful act. Unless Sprint knew or should
reasonably have known that particular Sprint personnel would be barred from an
Installation Site, the time allowed for any installation, repair, maintenance,
or similar action that such personnel were to perform shall be extended for the
period reasonably required by Sprint to deploy substitute personnel, provided
that Sprint shall use its best efforts to deploy such substitute personnel as
quickly as possible. For purposes of this Subsection, any subcontractor or other
agent of Sprint shall be treated as Sprint personnel.
Bridge/Sprint Confidential -10- January 30, 1995
<PAGE>
(d) Insurance.
(i) At all times during the term of this Agreement, Sprint
shall maintain for itself, its officers, employees, agents, and representatives
the following: (i) all insurance coverage required by federal and state law,
including workers' compensation insurance; (ii) comprehensive general liability
insurance with a combined limit of not less than $5,000,000 of coverage for
bodily injury and property damage under a standard or excess policy, together
with additional insurance required to cover claims, losses and liabilities
hereunder; (iii) a fidelity bond covering Sprint, its officers and employees
with a limit of not less than $5,000,000, underwritten by an insurer licensed to
do business in the state of Missouri; and (iv) automobile liability insurance in
the amount of not less than $1,000,000. Sprint's general liability insurance
shall include coverage for claims brought against Sprint as a result of work
performed by its subcontractors. The policy limits set forth in this Section
shall in no way be construed as a limitation on Sprint's liability hereunder.
(ii) Sprint shall furnish to Bridge, upon written request,
certificates of insurance or other appropriate documentation (including evidence
of renewal of insurance) evidencing the general liability and automobile
liability insurance coverage referenced above, naming Bridge as an additional
insured. Such certificates or other documentation shall include a provision
whereby fifteen (15) days' prior written notice shall be provided to Bridge
prior to coverage cancellation or other material alteration by either Sprint or
the applicable insurer. Such cancellation or material alteration shall not
relieve Sprint of its continuing obligation to maintain insurance coverage in
accordance with this Subsection.
(iii) In lieu of all or part of the insurance coverage
specified in Subsection (i), Sprint may self-insure with respect to any
insurance coverage, except where expressly prohibited by law.
(e) Representations and Warranties.
(i) Sprint hereby warrants that the Products and Services,
with the exception of the ISC Cards, will operate in accordance with the
Performance Specifications upon the date installed and throughout the term of
this Agreement. Sprint assumes no responsibility for the performance of the ISC
Cards because Bridge is contracting directly with ISC for special development of
the Cards. Sprint acknowledges that, in the event of the Interruption of any
Product or Service, Bridge may suffer damages the amount of which cannot easily
be determined.
(A) In the event that Sprint does not provide overall
network availability as defined in Attachment E, Sprint shall grant Bridge a
credit (the "Credit Allowance") for the sites that cause Sprint's failure to
meet the overall network availability.
Bridge/Sprint Confidential -11- January 30, 1995
<PAGE>
A separate availability calculation will be derived for those sites that are
contributory to Sprint's failure to meet its network availability commitment.
Credits will be applied to those sites in accordance with the following table:
For Site Types A, B1, B2, C1, C2, if the service availability is:
Greater than
or equal to and less than the credit is
99.95% -- 0%
99.85% 99.95% 1%
99.75% 99.85% 2%
99.65% 99.75% 3%
99.55% 99.65% 4%
99.45% 99.55% 5%
99.35% 99.45% 6%
99.25% 99.35% 7%
99.15% 99.25% 8%
99.05% 99.15% 9%
98.95% 99.05% 10%
For Site Types D, E1, E2, if the service availability is:
Greater than
or equal to and less than the credit is
99.91% -- 0%
99.81% 99.91% 1%
99.71% 99.81% 2%
99.61% 99.71% 3%
99.51% 99.61% 4%
99.41% 99.51% 5%
99.31% 99.41% 6%
99.21% 99.31% 7%
99.11% 99.21% 8%
99.01% 99.11% 9%
98.91% 99.01% 10%
No credit shall exceed 10% for any site.
(B) For any Interruption that the parties agree is
likely to last beyond ten (10) days, Bridge shall have the right in its sole
discretion to subscribe to an alternative Sprint service to replace the affected
Product or Service for the period of time that the Products and Services are
interrupted. If Sprint cannot provide a suitable alternative service over its
own facilities, Sprint shall obtain from other vendors or carriers the services
or facilities necessary to provide substitute service to Bridge. If Bridge
elects to obtain these alternative services through Sprint, Bridge shall pay the
lesser of the rates and charges for the affected Product or Service or the
charges incurred for the alternative service (including usage charges, if any).
Sprint shall not charge Bridge to connect, commence or terminate any alternative
service obtained under this Subsection.
Bridge/Sprint Confidential -12- January 30, 1995
<PAGE>
(C) Sprint shall not be liable for Credit Allowances
for an Interruption in connection with a Product or Service for which Bridge
obtains alternative service under Subsection (B) after it begins using such
alternative service.
(ii) Sprint hereby represents and warrants that the terms
hereof do not conflict in any respect whatsoever with any Sprint tariff on file
with the Federal Communications Commission or other regulatory body. If, during
the term of this Agreement, Sprint shall file a contract specific tariff
governing the Products and Services or any portion thereof, such tariff filing
shall be consistent in all respects with the terms of this Agreement, and Sprint
shall give Bridge ten (10) days' advance notice of making such a tariff filing
and of filing any subsequent modifications thereto.
(iii) THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
17. Limitations on Liability.
(a) Each party's liability to the other during the service term for all
injuries other than those listed in Subsection (c) below shall not exceed one
hundred thousand dollars ($100,000).
(b) Neither party shall be liable to the other for indirect,
incidental, consequential, exemplary, reliance or special damages, including
damages for lost profits, regardless of the form of action whether in contract,
indemnity, warranty, strict liability, or tort, including negligence of any kind
with regard to the Products and Services or other conduct under this Agreement.
(c) Nothing contained in this Section shall limit either party's
liability to the other for (i) willful or intentional misconduct; or (ii) injury
or death, or damage to tangible real or tangible personal property or the
environment, when proximately caused by Sprint's or Bridge's negligence or that
of their respective agents, subcontractors or employees. Nor shall anything
contained in this Section limit Sprint's intellectual property indemnification
obligations under Section 21.
18. Equipment and Software Not Provided by Sprint.
(a) Sprint shall not be responsible for the installation, operation or
maintenance of equipment or software not provided under this Agreement; nor
shall Sprint be responsible for the transmission or reception of information by
equipment or software not provided hereunder. In the event that Bridge uses
equipment or software not provided hereunder in a manner that impairs Bridge's
use of the Products and Services, Bridge shall not be excused from payment for
such use.
Bridge/Sprint Confidential -13- January 30, 1995
<PAGE>
Upon notice from Sprint that equipment or software not provided under this
Agreement is causing or is likely to cause hazard, interference or service
obstruction, Bridge shall eliminate the likelihood of such hazard, interference
or service obstruction.
(b) Notwithstanding the foregoing, Sprint shall, at no additional
charge, provide all interface specifications for the Products and Services
reasonably requested by Bridge. Sprint shall, upon the receipt of appropriate
specifications from Bridge, inform Bridge of the compatibility with the Products
and Services of any equipment or software that Bridge proposes to use in
connection therewith; the effects, if any, of the use of such equipment or
software on the quality, operating characteristics, and efficiency of the
Products and Services; and the effects if any, of the Products and Services on
the operating characteristics and efficiency of any such equipment or software.
(c) If any material modification or reprovisioning of Sprint's network
(including any modification of the software for which a license is provided
hereunder) undertaken other than at Bridge's request (i) adversely affects any
of the Products and Services, (ii) causes Bridge to incur significant costs for
any Products and Services (a write-down of equipment or equipment-related assets
being a cost for purposes of this Subsection), (iii) prevents proper operation
of any Bridge equipment, or (iv) prevents any Products and Services from meeting
any Performance Specification, Bridge shall have the right to terminate any
adversely affected Products and Services pursuant to Section 5. Sprint shall
provide advance notification to Bridge of any such modification or
reprovisioning.
19. Proprietary Rights; License.
(a) Sprint hereby grants to Bridge a non-exclusive and non-transferable
license to use all programming and software necessary for Bridge to use the
Products and Services. Such license is granted for the term of this Agreement
and for the sole purpose of enabling Bridge to use the Products and Services.
(b) All title and property rights (including intellectual property
rights) to Products and Services (including associated programming and software)
are and shall remain with Sprint. Bridge shall not attempt to examine, copy,
alter, "reverse engineer," tamper with or otherwise misuse such Products and
Services, programming and software. Bridge accepts title to the Equipment and
risk of loss of Equipment FOB destination.
20. Confidentiality.
(a) During the term of this Agreement and for a period of five (5)
years from the date of its expiration or termination or the expiration or
termination of all extensions thereto, each party agrees to maintain in strict
confidence all Confidential Information. Neither party shall, without prior
written consent,
Bridge/Sprint Confidential -14- January 30, 1995
<PAGE>
use the other party's Confidential Information for any purpose other than for
the performance of its duties and obligations under this Agreement. Each party
shall use, and cause all authorized recipients of the other party's Confidential
Information to use, the same degree of care to protect the other party's
Confidential Information as it uses to protect its own.
(b) Notwithstanding Subsection (a), either party may disclose the
Confidential Information of other party to: (i) its employees and the employees,
directors and officers of its affiliates as necessary to implement this
Agreement; (ii) employees, agents or representatives of the other party; or
(iii) other persons (including counsel, consultants, lessors or managers of
facilities or equipment used by such party) in need of access to such
information for purposes specifically related to either party's responsibilities
under this Agreement, provided that any disclosure of Confidential Information
under clause (iii) shall be made only upon the prior written approval of the
other party and subject to appropriate assurances that the recipient of such
information shall hold it in strict confidence.
(c) Upon the request of the party having proprietary rights to
Confidential Information, the party in possession of such information shall
promptly return it (including any copies, extracts and summaries thereof) to the
requesting party, or, with the other party's written consent, shall promptly
destroy it and provide the other party with written certification of same.
(d) Either party may request in writing that the other party waive all,
or any portion, of the requesting party's responsibilities relative to the other
party's Confidential Information. Such waiver request shall identify the
affected information and the nature of the proposed waiver. The recipient of the
request shall respond within a reasonable time, and if, in its sole discretion,
it determines to grant the requested waiver, it will do so in writing over the
signature of an employee authorized to grant such request.
(e) Bridge and Sprint acknowledge that any disclosure or
misappropriation of Confidential Information in violation of this Agreement
could cause irreparable harm, the amount of which may be extremely difficult to
determine, thus potentially making any remedy at law or in damages inadequate.
Each party, therefore, agrees that the other party shall have the right to apply
to any court of competent jurisdiction for an order restraining any breach or
threatened breach of this Section and for any other appropriate relief. This
right shall be in addition to any other remedy available in law or equity.
(f) A party requested or ordered by a court order or other governmental
authority of competent jurisdiction to disclose another party's Confidential
Information shall notify the other party in advance of any such disclosure and,
absent the other party's consent to such disclosure, use its best efforts to
resist and to assist the other party in resisting such disclosure. A party
providing another
Bridge/Sprint Confidential -15- January 30, 1995
<PAGE>
party's Confidential Information to a court or other governmental authority
shall use its best efforts to obtain a protective order or comparable assurance
that the Confidential Information so provided will be held in confidence and not
further disclosed to any other person, absent the owner's prior consent.
21. Indemnification.
(a) Sprint shall defend, settle, or otherwise manage its own cost and
expense any claim or action against Bridge or any of its directors, officers,
employees or permissible assigns for actual or alleged infringement of any
patent, copyright, trademark, trade secret, or similar proprietary right to the
extent that such claim or action arises from Bridge's use of the Products and
Services. Bridge shall notify Sprint promptly in writing of any such claim or
suit and shall cooperate with Sprint in a reasonable way to facilitate the
settlement or defense thereof. Sprint further agrees to indemnify and hold
Bridge harmless from and against and all liabilities and damages (whether
incurred as the result of a judicial decree or a settlement), and the costs and
expenses associated with any claim or action of the type identified in this
Subsection.
(b) If, as a consequence of a claim or action of the kind described in
Subsection (a), Sprint's or Bridge's use of any Product or Service or related
documentation is enjoined, Sprint shall, at its own option and expense, either:
(i) procure for Bridge the right to continue using the affected Product or
Service or documentation; (ii) modify such Product or Service or documentation
so that it is non-infringing (provided that such modification does not affect
the intended use of the Product or Service or documentation as contemplated
hereunder); or (iii) upon written notice to Bridge, substitute for such Product
or Service or documentation a comparable, non-infringing service or
documentation. If Sprint cannot do (i)-(iii) above, Bridge may terminate any
affected Product or Service pursuant to Section 5, and Sprint shall refund to
Bridge any prepaid charges therefor.
(c) Sprint and Bridge will be indemnified and saved harmless by the
other from and against all loss, liability, damage and expense, including
reasonable counsel fees, caused by:
(i) Claims for libel, slander, invasion of privacy or
infringement of copyright, and invasion and/or alteration of private records or
data arising from any information, data, or messages transmitted over the
network by Bridge; and
(ii) Claims for infringement of patents arising from the use
of equipment and software, apparatus and systems not provided hereunder in
connection with Products and Services.
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<PAGE>
22. Assignment.
Neither party may assign this Agreement or any rights or obligations
hereunder, without the prior written consent of the other party, which the other
party may grant or withhold in its sole discretion. Notwithstanding the
foregoing, either party may assign this Agreement or any or all of its rights
and obligations hereunder, to its parent, any of its affiliates or subsidiaries
upon notice to, but without the consent of, the other party. No assignment of
this Agreement shall relieve either party of any obligations thereunder. Any
attempted assignment in violation of this Section shall be void.
23. Force Majeure.
(a) In no event shall either party be liable to the other for any
failure to perform hereunder that is due to war, riots, embargoes, strikes or
other concerted acts of workers (whether Sprint's or others'), casualties,
accidents or other causes beyond the control of the party claiming excuse. No
failure to perform shall be excused under this Subsection unless such failure
and the consequences thereof are beyond the control and without the fault or
negligence of the party claiming excuse. Each party shall, with the cooperation
of the other, use reasonable efforts to mitigate the extent of any failure to
perform and the adverse consequences thereof.
(b) If Sprint cannot promptly provide a suitable temporary Sprint
alternative to a Product or Service subject to an Interruption in connection
with the existence of a force majeure condition, Bridge may, at its option and
at its own cost, contract with one or more third parties for any or all affected
Products and Services for the shortest commercially available period likely to
cover the reasonably expected duration of the Interruption, and may suspend
Sprint's provision of such Products and Services for such period. Sprint shall
not charge Bridge for any Products and Services thus suspended during the period
of suspension. Sprint shall resume provision of the suspended Products and
Services upon the later of the termination or expiration of Bridge's legally
binding commitments under contracts with third parties for alternative services
or the cessation or remedy of the force majeure condition.
(c) In the event that a force majeure condition shall continue for more
than sixty (60) days, Bridge may cancel the affected Products and Services with
no further liability to Sprint other than for Products and Services received by
it prior to the occurrence of the force majeure condition.
24. Modifications.
No modification, amendment, or supplement to the Agreement or any of
its provisions shall be binding upon the parties unless made in writing and
signed by an authorized representative of the party against whom enforcement
thereof is sought. A failure or delay of either party to enforce any of the
provisions of this
Bridge/Sprint Confidential -17- January 30, 1995
<PAGE>
Agreement, to exercise within the time specified (if any) any option provided
herein, or to require performance of any provision hereof shall in no way be
construed to be a waiver of such option or provision.
25. Notices.
All notices or other communications required or permitted to be given
or delivered under this Agreement shall be in writing and shall be sufficiently
given if delivered, in the case of disputes arising under this Agreement, by
registered mail or overnight express mail service or, in all other cases, by
first class mail as follows:
Notice to Sprint shall be to: Sprint Communications Company
13221 Woodland Park Road
Herndon, Virginia 22170
Attn: Data Contracts Administration
Notice to Bridge shall be to: Bridge Data Company
717 Office Parkway
St. Louis, MO 63141
Attn: Bernice Pennington
Either party may from time to time designate another address or other addresses
by notice to the other party in compliance with this Section. Any notice or
other communication shall be deemed to be given when received.
26. Advertisement and Publicity.
Neither Sprint nor Bridge shall use the name of the other in any
publicity release, solicitation or promotional material, or advertisement
without the prior written consent of the other. This prohibition includes use of
the other's name, trademarks or logos or any other reference to the other party
directly or indirectly in any advertising, sales presentation, news release,
release to any professional or trade publication or for any other purpose. Each
party may withhold consent under this Section in its sole discretion.
27. Headings.
The headings in this Agreement are for purposes of reference only and
shall not in any way limit or otherwise affect the meaning or interpretation of
any of the terms hereof.
28. Severability.
If any provision of this Agreement is held to be invalid, illegal, or
unenforceable, the unaffected provisions of this Agreement shall be unimpaired
and remain in full force and effect. Sprint and Bridge shall negotiate in good
faith to
Bridge/Sprint Confidential -18- January 30, 1995
<PAGE>
substitute for such invalid, illegal, or unenforceable provision a mutually
acceptable provision consistent with the original intention of the parties.
29. Governing Law.
This Agreement shall be construed and enforced in accordance with, and
validity and performance hereof shall be governed by, the laws of the State of
New York.
30. Performance Pending Outcome of Disputes.
(a) Pending the resolution of any dispute or controversy arising under
this Agreement, Sprint shall continue to perform its obligations hereunder and
shall not discontinue, disconnect, or in any other fashion cease to provide all
or any substantial portion of the Products and Services to Bridge unless
otherwise directed by Bridge.
(b) This Section shall not apply where (i) Bridge is in default under
this Agreement or (ii) the dispute or controversy between parties relates to
harm to the Sprint network allegedly caused by Bridge and Bridge does not
immediately cease and desist from the activity giving rise to the dispute or
controversy.
31. Entirety of Agreement.
This Agreement, together with all Attachments, constitutes the entire
Agreement and supersedes all previous agreements, promises, representations,
understandings, and negotiations between the parties, whether written or oral,
with respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto, each by a duly authorized
officer, have caused this Agreement to be executed as of the date first above
written.
SPRINT COMMUNICATIONS CO. L.P. BRIDGE DATA COMPANY
/s/ Charles A. Dill
- ---------------------------- --------------------------------
Signature Signature
Bridge/Sprint Confidential -19- January 30, 1995
<PAGE>
Charles A. Dill
- ---------------------------- --------------------------------
Printed Name Printed Name
President & CEO
- ---------------------------- --------------------------------
Title Title
1/31/95
- ---------------------------- --------------------------------
Date Date
Bridge/Sprint Confidential -20- January 30, 1995
<PAGE>
ATTACHMENT C
SITE PREPARATION REQUIREMENTS
I WELLFLEET AN ROUTER
A. PHYSICAL CHARACTERISTICS (TABLE TOP/RACK MOUNT)
<TABLE>
<CAPTION>
Height Width Depth
------ ----- -----
<S> <C> <C>
3.33 inches (8.45 cm) 17.5 inches (44.45 cm) 9.15 inches (23.24 cm)
</TABLE>
B. AIR PLENUM REQUIREMENTS
<TABLE>
<CAPTION>
Access Feeder Note Required Air Plenum Suggested Air Plenum
------------------ ------------------- --------------------
<S> <C> <C>
Right side 2 inches (5.1 cm) 3 inches (7.6 cm)
Left side 2 inches (5.1 cm) 3 inches (7.6 cm)
Rear side 6 inches (15.3 cm) 6 inches (15.3 cm)
</TABLE>
C. POWER REQUIREMENTS
<TABLE>
<CAPTION>
Voltage Current Frequency Watts Max Connector Protection
------- ------- --------- --------- --------- ----------
<S> <C> <C> <C> <C> <C>
100-240 1.0A @ 47.63 Hz 97 Nema 5-15P Fuse in power
VAC 110 VAC (USA) Supply
Country
Specific
</TABLE>
D. ENVIRONMENTAL REQUIREMENTS
<TABLE>
<CAPTION>
Altitude Operating Humidity Temperature
-------- ------------------ -----------
<S> <C> <C>
0-8,000 feet (0-2400m) 20%-80% non-condensing 32 to 104 F
(0-40 C) stable
</TABLE>
II. TELEBIT NETBLAZER PN
A. PHYSICAL SIZE 2.4"H x 8.5"L x 13"D
(6cm x 22 cm x 33 cm)
B. WEIGHT 4lbs. (2 kg)
C. POWER REQUIREMENTS 100-250VAC,
(50/60 Hz)
D. POWER CONSUMPTION 25 Watts
- --------------------------------------------------------------------------------
Bridge C-1 1/30/95
<PAGE>
ATTACHMENT D
DOMESTIC INSTALLATION, MAINTENANCE, AND
MANAGEMENT SERVICES
This document describes the installation, maintenance, and management services
provided by Sprint for Bridge's managed router network.
I. INSTALLATION
Sprint will provide installation services for all routers, Telebit PN2DE
Netblazers, and Telebit modems ordered from Sprint. Sprint reserves the rights
to employ third party vendors for the actual on-site installation. Installation
for fully managed routers consists of:
1. A physical or telephone site survey may be required prior to
installation.
2. Collection of necessary configuration information using a
Sprint provided router installation form (joint process
between Sprint and the customer). Configuration information
must be completed prior to the install and each site must be
certified by Bridge as ready for installation. Physical and
electrical requirements must be met for each site in
accordance with standard requirements provided by Wellfleet
and Telebit.
3. Sprint will provide installation services for the Bridge owned
Codex 3520 DSUs. Bridge will be responsible for de-installing
these DSUs and shipping them to Bridge where a V.35 cable will
be installed. Bridge will then send the DSU and cable to the
Sprint Repair Depots (RDs). Bridge agrees to have one month's
supply (approximately 80) DSUs in the RDs during the
implementation period.
II. MAINTENANCE PLANS
A. WELLFLEET ROUTERS
Maintenance Plans for Wellfleet routers include both software and
hardware maintenance. The main differentiating factor between
maintenance plans is the level of on-site hardware maintenance. The
following list indicates the key differences in the various maintenance
options. A detailed description of each option follows.
- --------------------------------------------------------------------------------
Bridge D-1 1/30/95
<PAGE>
Support Program: 8 X 5 next business day on-site
remedial services
Extended Plus Support Program: 24 X 7 with four hour response,
same day on-site remedial
services
Both of the router maintenance plans provide the following services:
1) Software Subscription Service:
The customer automatically receives new major software
releases, documentation updates and maintenance bulletins.
2) 24 X 7 Hot Line Support:
Sprint's Internet Network Service Center (INSC) is manned 24
hours per day, 365 days per year. Round the clock telephone
support during network outages is provided. Sprint's INSC has
access to Wellfleet's 24 X 7 emergency hotline service as
needed.
3) 24 X 7 Dial-in Diagnostics:
A Sprint technician from the INSC will dial into the
customer's equipment to help diagnose and correct problems.
This is available 24 hours per day, 365 days per year.
4) Help Desk and Configuration Support:
Sprint's Enterprise Internet Engineering (EIE) group provides
configuration management services for fully managed routers.
Configuration management consultation is available during
normal business hours. The EIE has access to Wellfleet's help
desk as needed.
Services Specific to each support program are as follows:
5) Support Program
Upon verification of a hardware related problem, Sprint's INSC
will dispatch a certified technician to the customer site by
the end of the next business day after the replacement
equipment is delivered to the customer site. The technician
will correct hardware malfunctions by replacing faulty
components. All parts and labor are provided at no
- --------------------------------------------------------------------------------
Bridge D-2 1/30/95
<PAGE>
additional charge when required to correct any equipment
malfunction that is a result of normal use.
6) Extended Plus Support Program:
24 X 7 with four hour response Same Day On-site Remedial
Hardware Service: Upon Sprint's verification of a hardware
related problem, Sprint's INSC will dispatch a certified
technician to the distribution site the same day. The
technician will diagnose and correct hardware malfunctions and
replace faulty components if necessary. All parts and labor
are provided at no additional charge when required to correct
any equipment malfunction that is a result of normal use.
Available 24 hours a day, 7 days a week, excluding Sprint
defined holidays. Four hours response is the objective for
sites within 50 miles of a Sprint designated service depot.
On-site response time objectives begin when Sprint verifies
the existence of a hardware related problem.
B. TELEBIT NETBLAZERS AND MODEMS
Next Day On-site Remedial. Upon verification of a hardware related
problems, Sprint's INSC will order the appropriate hardware and have it
shipped to the Bridge site. A certified technician will be dispatched
to the customer site by the end of the next business day after the
replacement equipment is delivered to the customer site. The technician
will correct the hardware malfunction by replacing the faulty unit.
C. CODEX 3520 DSU
Next Day On-site Remedial. Sprint will maintain the Bridge owned Codex
3520 DSUs. Upon verification of a DSU problem, the INSC will order a
DSU and associated V.35 cable from Sprint's inventory and have it
shipped to the Bridge size. By the end of the next business day after
the replacement equipment is delivered to the customer site, a Sprint
technician will correct the hardware problem by replacing the faulty
unit. Sprint will ship the faulty unit to the Bridge designated repair
company. Bridge will be responsible for the costs associated with
shipping the faulty unit to the repair company, the repair, and the
shipment to Sprint's Regional Depot.
III. NETWORK MANAGEMENT SERVICES
Sprint's Network Systems Internet Services (NSIS) organization provides
customers with responsive, integrated management of services for the detection,
reporting,
- --------------------------------------------------------------------------------
Bridge D-3 1/30/95
<PAGE>
analysis, and correction of troubles. This group is accountable to customers for
the end-to-end management of network services. The Internet Network Service
Center (INSC) is the group that actually monitors customer router networks. The
Enterprise Internet Engineering (EIE) group is responsible for the configuration
and design of a customers network. Sprint will provide Customer with router
network management services including Single Point of Contact, Trouble Ticket
Handling, Maintenance Coordination, 24 X 7 Proactive Network Monitoring and
Fault Management, Out of Band Dial-in Network Management Access, Configuration
Management, and Router Network Engineering.
A. SINGLE POINT OF CONTACT:
24 hours per day, 7 days per week, 365 days a year, Sprint's Internet
Network Service Center (INSC) provides a single point of contact for
troubles (Routers and Transport) associated with the managed router
service. Trouble reports are received from the customer's help desk via
a domestic toll-free number.
B. TROUBLE TICKET HANDLING:
A trouble ticket number will be provided to the customer Help Desk
reporting trouble. For each trouble report, Sprint will maintain
information about the trouble, the steps taken to resolve the trouble,
and the final disposition of the trouble report. Customer
representatives will be kept apprised of the status of service
restoration actions. A trouble ticket will not be closed by Sprint
until Bridge is satisfied that the problem has been corrected.
C. MAINTENANCE COORDINATION:
The services of any third party vendors required to service portions of
the managed router service will be coordinated by Sprint. The INSC will
dispatch vendor technicians to perform on-site router maintenance as
necessary. Any higher-level assistance will also be coordinated by the
INSC.
D. OUT-OF-BAND DIAL-IN NETWORK MANAGEMENT ACCESS:
Bridge is required to provide a standard business line for remote
out-of-band dial-in to each customer site. V.32 compatible modems will
be attached to the business line and an auxiliary port on the router.
Sprint's INSC will then be able to dial in to customer routers. If a
problem occurs where the INSC can no longer access the router in-band
from the network management system, a technician will dial in to the
affected router's modem port. The technician will then be able to check
the router and its ports for trouble.
- --------------------------------------------------------------------------------
Bridge D-4 1/30/95
<PAGE>
E. NETWORK MONITORING AND FAULT MANAGEMENT:
Sprint's INSC will provide network monitoring and fault management
services 24 hours per day, 7 days per week, and 365 days per year. This
includes the detection, isolation, diagnosis, and correction of network
troubles. The INSC operates a Simple Network Management Protocol (SNMP)
based management system which provides real-time, graphics-oriented
network management of routers and associated communications links. This
management system will be used for initial screening of all customer
trouble reports. It is Sprint's objective to respond within 15 minutes
of all detectable network events.
F. CONFIGURATION MANAGEMENT AND ROUTER NETWORK ENGINEERING:
As part of the provisioning process, Sprint may conduct site surveys of
user locations to develop data required for circuits and router
installation. Pre-coordination with customer technical staff will
ascertain information needed to properly configure the routers such as
routing protocols, applications, traffic, connectivity requirements,
and interfaces to be supported. Sprint will develop and maintain a
company wide router structure, in terms of routing protocols, routing
parameters and Interconnection schemes. Configurations for individual
routers will also be developed and maintained as part of the life cycle
maintenance/administration process.
Sprint's Network Management Services apply from Sprint's network out to
the LAN port on the routers.
G. PERFORMANCE STATISTICS
Sprint will poll all routers in the network and obtain performance
statistics and reports. These reports will be available to Bridge in an
electronic form. Sprint will monitor these statistics on a daily basis
for trends and potential problems.
- --------------------------------------------------------------------------------
Bridge D-5 1/30/95
EXHIBIT 10.14
AMENDMENT ONE
TO THE
MANAGED NETWORK AGREEMENT
BETWEEN
SPRINT COMMUNICATIONS COMPANY, L.P.
AND
BRIDGE DATA COMPANY
The Managed Network Agreement ("Agreement") between Sprint Communications
Company, L.P. ("Sprint") and Bridge Data Company ("Customer"), having an
effective date of March 1, 1995, is hereby amended as set forth below.
WHEREAS, Sprint and Customer have previously entered into an Agreement for the
provision of managed network services; and
WHEREAS, Customer wishes to procure managed network services internationally.
NOW THEREFORE, the parties mutually agree to the following:
1. The following Sections of the Agreement shall not apply to any orders
for Canadian services:
Section 16(e)(i)
Attachment D - Domestic Installation, Maintenance, and Management
Services
2. Attachment B - Global Pricing is hereby revised to incorporate the
enclosed Addendum for Canadian pricing.
3. Attachment E - Performance Specifications is hereby revised to
incorporate the enclosed Addendum for Global Frame Relay Service
performance objectives.
4. All other terms and conditions of the Agreement shall remain in full
force and effect, except as expressly stated herein.
IN WITNESS WHEREOF, the parties have executed this Amendment One as of the date
of the last signature below.
SPRINT COMMUNICATIONS CO., L.P. BRIDGE DATA COMPANY
/s/ James Mori /s/ Robert McCormick
- --------------------------------- -------------------------------
Signature Signature
Bridge/Sprint Confidential -1-
<PAGE>
James Mori Robert McCormick
- --------------------------------- -------------------------------
Printed Name Printed Name
Regional Director Senior Vice President
- --------------------------------- -------------------------------
Title Title
8/23/95 8/22/95
- --------------------------------- -------------------------------
Date Date
Bridge/Sprint Confidential -2-
EXHIBIT 10.15
AMENDMENT TWO
TO THE
MANAGED NETWORK AGREEMENT
BETWEEN
SPRINT COMMUNICATIONS COMPANY, L.P.
AND
BRIDGE DATA COMPANY
The Managed Network Agreement ("Agreement") between Sprint Communications
Company, L.P. ("Sprint") and Bridge Data Company ("Customer"), having an
effective date of March 1, 1995, as amended, is hereby further amended as set
forth below.
WHEREAS, Sprint and Customer have previously entered into an Agreement for the
provision of managed network services; and
WHEREAS, Customer wished to procure additional equipment for use with the
managed network services.
NOW THEREFORE, the parties mutually agree to the following:
1. Revise Attachment A Scope of Work as follows:
Site Types A, B1, C1, D, and E will utilize a Telebit 2 Port Netblazer LS in
place of the Netblazer PN. Microcomm modems at all customer sites are replaced
by Teleblazer Standalone Modems.
2. Revise Attachment B, Section I - Equipment - Purchase Price to include the
following items. The LS 2S/A Telebit 2 Port Netblazer LS is replacing the PN2DE
Telebit Netblazer Router at Site Types A, B1, C1, D and E. The AP-8810 SA
Teleblazer Standalone Modem replaces the Microcomm Deskport 28.8ES modem at all
customer sites.
A. Equipment Part of Domestic Design
Model Description Qty List Price Net Price
- ----- ----------- --- ---------- ---------
LS 2S/A Telebit 2 Port Netblazer LS 1 $1,259/ea $1,070.15/ea
AP-8810 SA Teleblazer Standalone Modem 1 $ 349/ea $ 296.65/ea
Bridge/Sprint Confidential -1-
<PAGE>
B. Other Equipment
Model Description Qty List Price Net Price
- ----- ----------- --- ---------- ---------
7220 V.35 DSU to Router Cable 1 $195.00/ea $126.75/ea
SP1530 Adtran DSU (5) 1 $735.00/ea $551.00/ea
2. Revise Attachment B, Section I - Equipment - Purchase Price as follows: The
list price for the PN2DE Telebit Netblazer Router is hereby reduced from $2,299
each to $1,849.00. The net price is therefore reduced from $1,954.15 to
$1,571.65.
3. All other terms and conditions of the Agreement shall remain in full force
and effect, except as expressly stated herein.
IN WITNESS WHEREOF, the parties have executed this Amendment Two as of the date
of the last signature below.
SPRINT COMMUNICATIONS CO. L.P. BRIDGE DATA COMPANY
/s/ James Mori /s/ Robert McCormick
- ----------------------------- ----------------------------
Signature Signature
James Mori Robert McCormick
- ----------------------------- ----------------------------
Name Name
Regional Director Senior VP
- ----------------------------- ----------------------------
Title Title
8/16/95 8/11/95
- ----------------------------- ----------------------------
Date Date
Bridge/Sprint Confidential -2-
EXHIBIT 10.16
CONFIDENTIAL MATERIALS HAVE BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT AND HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS
AMENDMENT THREE
TO THE
MANAGED NETWORK AGREEMENT
BETWEEN
SPRINT COMMUNICATIONS COMPANY, L.P.
AND
BRIDGE DATA COMPANY
The Managed Network Agreement ("Agreement") between Sprint Communications
Company, L.P. ("Sprint") and Bridge Data Company ("Bridge"), having an effective
date of March 1, 1995, as amended, is hereby further amended as set forth below.
WHEREAS, Sprint and Bridge have previously entered into an Agreement for the
provision of managed network services; and
WHEREAS, Sprint and Bridge desire to amend the Agreement.
NOW THEREFORE, the parties mutually agree to the following:
1. Section 2. Contract Documents and Definitions. The following changes
are hereby made to the Attachments:
Attachment A is superseded in its entirety by the revised
Attachment A (Scope of Work) which is hereby incorporated into the
Agreement.
Attachment B is superseded in its entirety by the revised
Attachment B (Rates and Charges) which is hereby incorporated into
the Agreement.
Attachment E is superseded in its entirety by the revised
Attachment E (Performance Specifications) which is hereby
incorporated into the Agreement.
Attachment F (Facilities Services Agreement) is hereby
incorporated into the Agreement.
2. Section 3. Term and Extensions. Delete Paragraph (a) in its entirety
and replace with the following language:
(a) The initial term of this Agreement shall commence on the last
date shown on the signature page (Effective Date), and shall
continue in full force and effect through January 31, 1999
unless terminated in accordance with its provisions.
Bridge/Sprint Confidential -1- 1/26/96
<PAGE>
3. Section 4. Termination by Bridge. Delete Paragraph (b) in its entirety
and replace with the following language:
(b) with liability to Sprint for the Products and Services
provided prior to such termination, plus an amount equal to
one hundred percent of the difference between the Minimum
Commitment and the actual charges invoiced for each remaining
contract year or any portion thereof.
4. Section 9. Minimum Commitment. Delete this Section in its entirety and
replace with the following language:
BRIDGE agrees to achieve the following minimum annual
commitments ("MAC") as follows:
For Bridge's domestic and international frame relay and
managed router services, the following MACs apply.
Contributing to this MAC are recurring charges for domestic
and international access channels (ports), PVCs' IPVCs' and
access line charges (including recurring Central Office
Connection charges and Access Coordination Fees), and monthly
equipment maintenance and management charges. The MAC is
calculated after the application of any discounts.
MAC for 1996: $4,100,000
MAC for 1997: $5,400,000
MAC for 1998: $5,400,000
For Bridge's domestic and international SprintNet X.25 service, the
following MACs apply. Contributing to this MAC are recurring charges
for domestic and international dedicated access facilities ("DAFs").
MAC for 1996: $1,550,000
MAC for 1997: $2,160,000
MAC for 1998: $2,160,000
Sprint commits to having Bridge's X.25 Collections Network fully
installed by June 1, 1996 under the following conditions:
a) Sprint has received all orders by February 1, 1996; and
b) Sprint's failure to meet this commitment is not due to
force majeure events as specified in Section 23 or
Bridge's failure to perform its responsibilities.
Bridge/Sprint Confidential -2- 1/26/96
<PAGE>
If Sprint's failure to meet this commitment causes Bridge not to meet
its MAC for SprintNet X.25 service, then Sprint shall reduce Bridge's
1996 MAC for SprintNet X.25 service by the amount Sprint's failure to
meet the committed installation date causes Bridge not to meet the MAC.
If Bridge fails to achieve the MAC in any of the above contract years,
the amount by which Bridge fails to meet the MAC (the "shortfall")
shall carry over to the following contract year, thereby increasing the
following year's MAC by such shortfall amount. If Bridge fails to
achieve the MAC in 1998 (as it may be adjusted), then Sprint shall
extend the Term of the Agreement until total invoiced cumulative
recurring charges, net of credits, exceeds $19,750,000.
5. Section 22. Assignment. Revise this paragraph in its entirety and
replace with the following language:
Neither party may assign this Agreement or any rights or obligations
hereunder, without the prior written consent of the other party, which
the other party may grant or withhold in its sole discretion.
Notwithstanding the foregoing, either party may assign this Agreement
or any of all of its rights and obligations hereunder, to its parent,
any of its affiliates or subsidiaries upon notice to, but without the
consent of, the other party. Specifically, Bridge shall have the right
to assign the X.25 SprintNet Network in its entirety to any of its
affiliates or subsidiaries upon notice to Sprint. No assignment of this
Agreement shall relieve either party of any obligations thereunder. Any
attempted assignment in violation of this Section shall be void.
6. The following new Sections are hereby incorporated in the Agreement.
A. Section 32. Exclusive Provider.
Bridge agrees that Sprint shall be its exclusive provider of
frame relay services during the Term of this Agreement as long
as Sprint complies with the terms of this Agreement. As such,
Bridge shall award to Sprint one hundred percent (100%) of its
frame relay business. In the event that Bridge acquires a
company that has a term plan for the Products and Services
with another carrier, this provision will only apply to such
acquired company after the expiration of any existing term
plan.
B. Section 33. New Technology.
Sprint understands that Bridge has a substantial interest in
state of the art technologies that may offer efficient and
cost-
Bridge/Sprint Confidential -3- 1/26/96
<PAGE>
effective solutions to Bridge's telecommunications
requirements. Bridge may request that Sprint provide a new
technology to Bridge that would serve as a replacement for
some of the Products and Services being provided by Sprint to
Bridge under this Agreement ("Replacement Service"). If Sprint
is unable to provide such Replacement Service under terms and
rates as favorable to Bridge as those offered through any bona
fide written offer to Bridge from a comparable service
provider, and such Replacement Service will materially improve
the performance and efficiency of Bridge's network, then
Sprint agrees that it will reduce Bridge's Minimum Annual
Commitment ("MAC") under this Agreement to the extent that
substituting a Replacement Service for the Products and
Services hereunder affects Bridge's ability to meet the MAC.
If Bridge or an affiliate of Bridge can provide a Replacement
Service under terms and rates more favorable than Sprint's,
then Sprint reserves the option to provide the transport and
equipment purchases, but agrees to reduce the MAC to the
extent that the decrease in management and maintenance caused
Bridge not to achieve the MAC.
Sprint shall have the right to have an independent third party
auditor examine any bona fide offer from a comparable service
provider to ensure that such bona fide offer is in fact
consistent with the terms as described by Bridge.
7. Implementation Schedule for Frame Relay service.
Sprint hereby agrees to escalate the implementation schedule under this
Agreement from forty-five (45) sites per month to one hundred (100)
sites per month for six (6) consecutive months. Bridge must provide
Sprint with the appropriate quantity of complete orders sixty (60) days
in advance of installation, and an implementation schedule to insure
that one hundred (100) sites are ready for installation in each of the
six (6) months.
8. Signing Credits.
In consideration for Bridge extending the Agreement for one additional
year, Sprint agrees that Bridge will receive the below credits to be
paid as follows:
$50,000 per month will be issued as a credit against the
invoices for July through December, 1996, as long as the
monthly
Bridge/Sprint Confidential -4- 1/26/96
<PAGE>
recurring charges for all services is $500,000 per month or
greater, net of all discounts.
$50,000 per month will be issued as a credit against the
invoices for January through December, 1997, as long as the
monthly recurring charges for all services is $600,000 per
month or greater, net of all discounts.
$50,000 per month will be issued as a credit against the
invoices for January and February, 1998, as long as the
monthly recurring charges for all services is $625,000 per
month or greater, net of all discounts.
No credits shall be applied in any month in which Bridge does not
achieve the level of recurring charges required to receive the credits,
unless the failure to achieve the level of recurring charges is
directly attributable to Sprint's failure to meet the committed
implementation schedule, and Sprint's failure is not due to (i) force
majeure events as specified in Section 23 or (ii) Bridge's failure to
perform its responsibilities.
If Bridge terminates this Agreement for any reason prior to January 31,
1999, Bridge shall reimburse Sprint one hundred percent (100%) of the
amount paid to Bridge through the effective date of termination.
In no event will a credit issued in any given month exceed the monthly
billing for that month.
Credits to be applied under this section shall not exceed $1,800,000.
9. All other terms and conditions of the Agreement shall remain in full
force and effect, except as expressly stated herein.
IN WITNESS WHEREOF, the parties have executed this Amendment Three as of the
date of the last signature below.
Bridge/Sprint Confidential -5- 1/26/96
<PAGE>
SPRINT COMMUNICATIONS CO., L.P. BRIDGE DATA COMPANY
/s/ Patti Manuel /s/ Tom Wendel
- ------------------------------------- ---------------------------------
Signature Signature
Patti Manuel Tom Wendel
- ------------------------------------- ---------------------------------
Printed Name Printed Name
President, Business Sales & Marketing COO & President
- ------------------------------------- ---------------------------------
Title Title
3/1/96 2/22/96
- ------------------------------------- ---------------------------------
Date Date
Bridge/Sprint Confidential -5- 1/26/96
<PAGE>
ATTACHMENT E
PERFORMANCE SPECIFICATIONS
SECTION 1 - DOMESTIC FRAME RELAY SERVICE LEVEL AGREEMENTS
1.1 Network Availability:*
Site Types A, B1, C1: 99.95%
Availability shall be measured end to end. Network availability
percentage is for sites located in the continental USA. Availability
figure assumes four hours scheduled maintenance for each month. For
sites with next day remedial hardware maintenance, the site
availability will be excluded form the network availability calculation
for 24 hours. If service is restored in 24 hours, the site will be
considered to have met its performance requirements for that period of
time. Availability is calculated based on manufacturer's statistics on
Mean-Time-Between-Failure ("MTBF").
*Site types are defined in Attachment A, Scope of Work
Components Included:
o All Sprint Frame Relay network components
o DSU at Customer Site
o Distribution Routers
o Customers Site Routers
o LEC
o Dial Backup Modems
Components Excluded:
o Scheduled maintenance downtime
o Downtime due to any of the reasons stated in Section 23 Force Majeure
o Downtime due to Customer inaccessibility
o Network anomalies caused by Cascade outages or impaired performance
Calculation:
Network = (24 Hours X Days in Month X # of Sites) - (Total Outage Time)
Availability -------------------------------------------------------------
(24 Hours x Days in Month X # of Sites)
Total Outage Time Measurement: An outage condition exists when Customer is out
of service and unable to transmit data. Sprint will analyze the out of service
trouble rickets in the Sprint Trouble Reporting System (TRS). Outage time will
be measured from the time the trouble ticket was opened to the time service is
restored.
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All sites types A, B1, and C1 will be included in the number of sites. A minimum
of 100 sites are required for this calculation.
1.2 Delay 192ms round Trip Delay
This delay assumes the following configuration and application
characteristics:
o Originating Access Speed: 56 Kbps
o Terminating Access Speed: T-1
o Average Frame Size: 64 bytes
o CIR Level of PVCs: 0 Kbps
o Average Distance of PVCs 500 miles
Components Included:
o All Sprint Frame Relay network components
o CSU/DSU (if Sprint provided)
Components Excluded:
o Network delay does not include delay induced by the router.
Any PING test performed by Customer must subtract router
delay.
Calculation:
Average = Total Network Delay for all PVCs
Network Delay --------------------------------
Total Number of PVCs
Network Delay will be measured based on Customer initiated PING test.
The PING test will be done over multiple days (minimum of 30 days) to
adequately determine a consistent performance level.
Delay Administration Process:
o Sprint Account Manager will notify the SE, NASM (if
applicable), SE Director, NCC Director, NCC Manager, and
Product
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<PAGE>
Marketing of customers who have signed an SLA. A short SMAIL
script has been developed (Compose FR.SLA) to notify the
appropriate groups.
o Customer notifies Sprint's Service Management Center that the
average Network Delay performance is non-compliant with the
Service Level Agreement. The SMC opens a trouble ticket.
o The NCC works the trouble ticket to diagnose the problem. If
they are unable to diagnose or fix the problem, they will
notify the SE.
o Sprint's System Engineer will conduct Network Delay tests
using datascopes and report the results to the customer and
NCC.
o If the results of the SE tests concur with the customer
report, then the SE will provide the information to the NCC
Technical Assistance Center (TAC) Manager.
o TAC will work with the Customer and SE to determine root cause
for the problem and resolve as quickly as possible (maximum of
60 days).
1.3 Data Delivery Rate. 98% with 0-CIR
Calculation:
<TABLE>
<CAPTION>
<S> <C>
Total Egress Kiloframes
--------------------------------------------------------
Data Delivery Rate = Total Ingress Kiloframes - (Bc + Be Exceeded Kiloframes)
</TABLE>
Calculation is based on total monthly statistics per PVC.
Excluded Components:
o Discarded Frames due to excess Bc + Be.
o Discarded Frames caused by Mis-matched access channel speeds.
o Data loss due to local exchange circuit failures.
o Data loss during scheduled maintenance window.
o Data Delivery Rate percentage assumes Customer Configuration
on Egress port is engineered with enough capacity to handle
traffic loads from the remote sites.
SECTION 2 - GLOBAL FRAME RELAY SERVICE LEVEL AGREEMENTS
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<PAGE>
The following performance specifications represent Sprint's network
performance objectives for its Global Frame Relay Services.
2.1 Global Network Availability Objective
<TABLE>
<CAPTION>
<S> <C>
POP-to-POP 99.22% monthly (excluding scheduled maintenance downtime)
</TABLE>
Availability is measured POP-to-POP. Network maintenance is generally
performed Sunday mornings between 00:01 and 05:00 GMT.
2.2 Network Transmission Quality Objective
Transmission Bit Error Rates (BER) vary by operating region.
Transatlantic BERs 10(-8)
Transpacific BERs 10(-7) to 10(-8)
European and Pacific BERs 10(-7)
2.3 Burst Capability Objectives
Burst Capacity Up to Access Channel Speed
Minimum Burst Interval AT LEAST One Second
2.4 Data Delivery Rate Objective
Data Delivery Rate (DDR) is the ratio of total egress frames to total
input frames. Its time interval is monthly and it is a measure of
frames lost in the network primarily due to transmission errors and
network overloads.
DDR, Bc (commited bits) >99.90%, network average
DDR, Be (non-commited bits) 99.00%, network average
Total input frames do not include frames that exceed Bc+Be as would
occur with mismatches in access channel speeds.
2.5 Network Delay Objects
For delay in the global operating environment, network sites are
categorized as:
NA-E: North America-East Eastern US and Canada
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<PAGE>
NA-C: North America-Central Central US and Canada
NA-W: North America-West Western US and Canada
EUR-N: Europe-North Belgium, UK, Finland, France,
Ireland, Luxembourg, Netherlands,
Norway
EUR-C: Europe-Central Germany, Austria, Switzerland
EUR-S: Europe-South Italy and Spain
PAC-N: Pacific-North Japan and Hong Kong
PAC-WS Pacific-West/South Australia, New Zealand, Singapore
Figures presented are average values of one-way network delay for 64
and 1024 byte frames. (Ninety-fifth percentile figures are
approximately 2.5 time the average values). Estimated round-trip delays
must consider both sides of the customer network access, CPE and other
application delays.
Average One Way Network Delays (msec) for a 64 Byte Packet
<TABLE>
<CAPTION>
- ------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
NA-E NA-C NA-W EUR-N EUR-C EUR-S PAC-N PAC-SW
- -------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NA-E 27 32 65 83 86 95 157 189
- -------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
NA-C 32 25 49 86 91 101 146 174
- -------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
NA-W 65 49 43 113 116 129 131 148
- -------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
EUR-N 83 86 113 32 29 35 214 252
- -------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
EUR-C 86 91 116 29 25 32 229 260
- -------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
EUR-S 95 101 129 35 32 28 235 266
- -------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
PAC-N 157 146 131 214 229 235 40 260
- -------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
PAC-SW 189 174 148 252 260 266 260 275
- -------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
</TABLE>
Access (Approximate one way delay for a 64 byte frame for access at
various speeds (add two sides for round trip estimations)
<TABLE>
<CAPTION>
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Access (Kbps) Delay (Msec) Access (Kbps) Delay (msec)
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
<S> <C> <C> <C>
56 20 768 3
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
64 18 1024 3
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
128 10 1544 3
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
256 6 2048 3
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
512 4
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
</TABLE>
Average One way Network Delays (msec) for a 1024 Byte Packet
<TABLE>
<CAPTION>
- -------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
NA-E NA-C NA-W EUR-N EUR-C EUR-S PAC-N PAC-SW
- -------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
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Amendment 3
<PAGE>
<TABLE>
<CAPTION>
- -------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NA-E 63 68 131 149 132 183 231 256
- -------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
NA-C 68 62 116 152 137 189 211 240
- -------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
NA-W 131 116 109 180 162 218 196 213
- -------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
EUR-N 149 152 180 122 97 124 291 322
- -------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
EUR-C 132 137 162 97 73 120 306 327
- -------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
EUR-S 183 189 218 124 120 120 327 317
- -------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
PAC-N 231 211 196 291 306 327 96 337
- -------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
PAC-SW 256 240 213 322 327 317 337 344
- -------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
</TABLE>
Access: Approximate one way delay for a 1024 byte frame for access at
various speeds (add two sides for round trip estimations)
<TABLE>
<CAPTION>
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Access (Kbps) Delay (Msec) Access (Kbps) Delay (msec)
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
<S> <C> <C> <C>
56 167 768 14
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
64 146 1024 11
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
128 74 1544 8
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
256 38 2048 7
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
</TABLE>
Sprint is committed to provide high quality telecommunications services
to all of its customers. The following details Sprint's Service level
Commitments to Customer for International dedicated X.25 service.
SECTION 3 - GLOBAL X.25 SERVICE LEVEL AGREEMENTS
3.1 X.25 Ticket Priority and Trouble Resolution Objectives
The following tables define the ticket prioritization scheme and the
service restoral objectives for international X.25 dedicated services.
DESCRIPTION
<TABLE>
- ------------------------------------------------------------ ---------------------------------------------------------
<S> <C>
Priority 1 Critical condition (entire router, PAD
Or location is out of service)
- ------------------------------------------------------------ ---------------------------------------------------------
Priority 2 Out-of-service condition (X.25 access
facility or inoperable port on router/
PAD/switch). Alternate backup pathway
connection functional
- ------------------------------------------------------------ ---------------------------------------------------------
</TABLE>
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Amendment 3
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------ ---------------------------------------------------------
<S> <C>
Priority 3 Service impairment condition (slow
Response, Virtual Circuit (VC)
instability).
- ------------------------------------------------------------ ---------------------------------------------------------
</TABLE>
SERVICE RESTORAL OBJECTIVES
<TABLE>
<CAPTION>
- ------------------------------------------------------------ ---------------------------------------------------------
<S> <C>
Priority 1 4 hours
- ------------------------------------------------------------ ---------------------------------------------------------
Priority 2 12 hours
- ------------------------------------------------------------ ---------------------------------------------------------
Priority 3 5 days
- ------------------------------------------------------------ ---------------------------------------------------------
</TABLE>
Problems reported after 1700 hours or any time on Saturdays, Sundays,
or local holidays are expected to be resolved within the presubscribed
period beginning at 0800 hours local time on the next business day.
Sprint requires that a Customer representative be available at the
affected site throughout the identification, repair and confirmation
process.
3.2 SprintNet X.25 International Service Credits
Sprint shall award a SprintNet X.25 Service Credit as follows:
For a Priority 1 outage with an actual SprintNet outage greater than
eight (8) hours Sprint shall award a Service Credit equal to 1/30 of
the monthly non-usage based recurring X.25 Charge for the affected
site. For each additional eight hours of actual outage, Sprint shall
award an additional Service Credit equal to 1/30 of the monthly X.25
Network Charge for that site. Service Credits shall only be awarded for
eight hour outage increments.
For example, for a Priority 1 problem which exists for sixteen (16)
hours, Sprint shall issue a Service Credit equal to 1/15 of that
month's non-usage based X.25 Charges for the affected site. For a
Priority 1 problem which exists for thirteen (13) hours, Sprint shall
issue a Service Credit equal to 1/30 of that month's X.25 Network
charge for the affected site.
Outage time will be measured from the time a trouble ticket is opened
to the time service is restored, utilizing the service trouble tickets
in the Sprint Trouble Reporting System (TRS). No time between 1700
hours and 0800 hours local time of the next business day, or any time
between tickets opened on Saturdays, Sundays, or local holidays and
0800 hours of the next business day will be included in outage time
calculations.
Sprint shall only award Service Credits for Priority 1 problems.
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Any troubles resulting from a problem with Customer provided equipment,
software, applications, or personnel will not be included.
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<PAGE>
ATTACHMENT F
FACILITIES AND SERVICES AGREEMENT
This Facilities and Services Agreement ("Agreement") sets forth the terms and
conditions which shall govern Customer's lease of certain space at Sprint's
Point-of-Presence ("POP") for the purpose of locating certain Customer-provided
equipment at such space.
1. TERM. The term of this Agreement ("Term") shall coincide with the
period set forth in Section 3 of the Managed Network Agreement between Sprint
and Customer as amended, unless terminated by either Party pursuant to the
provisions of Paragraph 16 herein. The Term of this Agreement shall be
automatically renewed for successive one year periods, unless either Party
provides written notice of termination ninety (90) days prior to the end of the
then current Term.
2. EQUIPMENT RACK SPACE. Sprint agrees to lease to Customer, and
Customer agrees to lease from Sprint, during the Term, floor space and such
other space as is reasonably necessary for the installation of Customer provided
equipment ("Equipment Rack Space") at the Sprint POP site(s) specified on
Exhibit "A" attached hereto. Access to the Equipment Rack Space shall be
provided to Customer at all times upon reasonable advance notice to Sprint, by
Sprint escort only, at such rates as are set forth in Paragraph 7 hereof.
Customer accepts the Equipment Rack Space "as is" and hereby covenants and
agrees to use the Equipment Rack Space for the purposes herein set forth and for
no other purpose and in strict accordance with the terms and conditions of any
applicable Sprint leases, and further agrees to not do, or omit to do, anything
which will breach any of the terms or conditions of such applicable Sprint
leases or cause damage and/or injury to the property and/or personnel of Sprint
and/or other Sprint customers.
For lease of the Equipment Rack Space during the Term, Customer shall
pay Sprint (i) non-recurring site preparation charge of * per each instance of
rack and/or ancillary services installation activity which includes up to two
(2) consecutive working days for installation supervision and escort
(thereafter, the escort rates as outlined in Paragraph 7 herein will apply); and
(ii) a monthly recurring fee of *per each Equipment Rack Space per Sprint POP
site used, which shall include the cost of electrical power furnished to
Customer by Sprint hereunder. The non-recurring site preparation charge and
monthly recurring fee shall not begin until the equipment specified in Exhibit A
is installed.
* CONFIDENTIAL TREATMENT REQUESTED
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Amendment 3
<PAGE>
3. SITE CLEAN UP. Customer will be responsible for removal of all
installation material and clean up of effected POP site(s) after completion of
Customer equipment installation in the Equipment Rack Space.
4. DEMARCATION POINT. The point at which the Customer's network
interconnects with the Sprint network shall be the Sprint provided DSX cross
connect (interface) at each Sprint POP site. This point will be referred to as
the Demarcation Point. The Demarcation Point will designate where the division
of responsibility of providing service and connectivity takes place. Customer
shall provide the necessary interface cabling to the Demarcation Point. Sprint
will be responsible for the service from the Demarcation Point through the
completion of the circuit through the Sprint network. The Customer will be
responsible for the service from the Demarcation Point at each Sprint POP site
to the Customer's premises.
5. INSTALLATION AND TESTING. Customer shall engineer, furnish, install
and test, at its sole cost and expense, all Customer supplied equipment in the
Equipment Rack Space. Prior to installation, this Agreement shall be fully
executed by both Parties or otherwise incorporated into any existing agreement
between the Parties, and Customer shall submit to Sprint for its approval all
engineering plans and specifications pertaining to Customer supplied equipment
to be installed in the Equipment Rack Space. Installation and testing by
Customer of equipment located in the Equipment Rack Space shall at all times be
under the direct supervision of a Sprint escort. Title to equipment furnished by
Customer hereunder shall, at all times, remain in Customer. All equipment
supplied by Customer shall be labeled by the Customer as such.
6. EQUIPMENT MAINTENANCE. During the Term, Customer shall provide
maintenance on all Customer supplied equipment installed in Equipment Rack
Space.
All requests for escort service are to be made to the appropriate POP
site or Sprint designated location for each Equipment Rack Floor Space location.
Contact telephone numbers for each POP site are specified on EXHIBIT A, and can
be called 24 hours per day, 7 days a week.
7. ESCORT RATES. Sprint will provide escort service for the Customer to maintain
equipment as aforesaid, on a per call basis at the rate of * per hour. Escort
services are provided for emergency repair and routine maintenance under
guidelines as specified in Paragraph 22.
* CONFIDENTIAL TREATMENT REQUESTED
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Amendment 3
<PAGE>
The foregoing rate shall apply to all Customer escort requests and are
subject to a one (1) hour minimum charge per call as well as the specifications
as noted in EXHIBIT A.
8. PERMITS AND FEES. Customer will be responsible for any permits
and/or fees, as required, between the Demarcation Point at each Sprint POP site
to the Customer's premises.
9. ORDER ADMINISTRATION. Customer shall place orders from time to time
during the Term for Sprint services to be provided hereunder by submitting to
Sprint such information as Sprint shall reasonably request.
10. POWER. During the Term, Sprint shall furnish to Customer electrical
power necessary to meet the reasonable requirements of Customer at the POP
site(s) specified on Exhibit A. If the power provided by Sprint causes
interference with the proper operation of Customer's equipment, the Customer
will be responsible for providing at Customer's sole expense any filtering or
regulation devices within the Equipment Rack Space, to correct the interference.
11. TRANSFER, SALE AND ASSIGNMENT. Customer shall not sell, assign,
transfer or otherwise encumber any interest it has hereunder or may have in the
Equipment Rack Space, the POP(s), POP site(s), or Sprint-supplied equipment
therein, or any portion thereof, by virtue of this Agreement, without the prior
written consent of Sprint, which shall not be unreasonably withheld.
12. NOTICES. Any notices or communications required or desired to be
given in connection with this Agreement shall be in writing and shall be
delivered to the applicable Party by hand or by U.S. Certified Mail, return
receipt requested, addressed as follows:
Sprint: Sprint Communications Company L.P.
9350 Metcalf Avenue
Overland Park, KS 66212
Attn: Network Real Estate Acquisition & Administration
With a copy to: Sprint Communications Company L.P.
8140 Ward Parkway
Kansas City, MO 64114
Attn: General Counsel
Customer:
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Amendment 3
<PAGE>
Any notice given under this Agreement shall be effective upon receipt
of notice by the other Party. Either Party may change the above address by
written notice to the other Party as provided above.
13. WARRANTIES. THE PARTIES DO NOT MAKE ANY WARRANTIES, EXPRESS OR
IMPLIED, WITH RESPECT TO THE POP SITE(S) AS LISTED ON EXHIBIT A, ANY EQUIPMENT
PLACED THEREIN AND OTHER SERVICES, MATERIALS AND EQUIPMENT PROVIDED HEREUNDER,
INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.
14. LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY HEREUNDER
BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, CONSEQUENTIAL OR INCIDENTAL
DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, LOSS OF CUSTOMERS OR
CLIENTS, LOSS OF GOODWILL OR LOSS OF PROFITS, ARISING IN ANY MANNER FROM THIS
AGREEMENT AND THE PERFORMANCE OR NONPERFORMANCE OF OBLIGATIONS HEREUNDER.
FURTHERMORE, IN NO EVENT WILL SPRINT BE LIABLE TO CUSTOMER FOR ANY DAMAGES,
DIRECT OR INDIRECT, TO CUSTOMER SUPPLIED EQUIPMENT ARISING OUT OF CUSTOMER'S USE
OF THE POP SITE(S) LISTED ON EXHIBIT A OR THE SERVICES PROVIDED HEREUNDER,
UNLESS SUCH DAMAGES ARE THE RESULT OF SPRINT'S NEGLIGENCE OR WILLFUL MISCONDUCT.
SPRINT SHALL TAKE REASONABLE PRECAUTIONS TO PROVIDE A SECURE ENVIRONMENT FOR
CUSTOMER SUPPLIED EQUIPMENT.
15. INDEMNIFICATION.
15.1 Customer shall indemnify, defend and hold harmless
Sprint, its directors, officers, employees, trade contractors,
suppliers, successors and assigns from any loss, damage, cost of
defense (including reasonable attorneys' fees and court costs), and
injuries, including death to any person, arising out of this Agreement
(including any breach hereof by Customer) to the extent caused by the
negligence or willful misconduct of Customer, its agents or employees.
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Amendment 3
<PAGE>
15.2 Sprint shall indemnify, defend and hold harmless
Customer, its directors, officers, employees, trade contractors,
suppliers, successors and assigns from any loss, damage, cost of
defense (including reasonable attorneys' fees and court costs), and
injuries, including death to any person, arising out of this Agreement
(including any breach hereof by Sprint) to the extent caused by the
negligence or willful misconduct of Sprint, its agents, or employees.
16. TERMINATION OF SERVICES/FACILITIES: COMPLIANCE.
16.1 Sprint may limit the use of the Equipment Rack Space or
any portion thereof by Customer hereunder when necessary because of
conditions beyond its control as set forth in Paragraph 23. In
addition, Sprint reserves the right at all times during the Term to
suspend any and all services and/or facilities to be provided
hereunder, including, without limitation to furnishing of electrical
power, and remove, change or otherwise terminate the operation of
Customer-supplied equipment installed in the Equipment Rack Space
without notice, if Sprint deems, in its sole discretion, that such
action is necessary to protect the public or Sprint personnel, agents,
and Sprint facilities or services from damages or injury of any kind.
Sprint may also effect such action after notice to Customer in
accordance with Paragraph 20 hereof. Where possible, Sprint will notify
Customer promptly of such action and work in cooperation with Customer
to effect such remedies so as to permit the Customer-supplied equipment
to be returned to operation in an acceptable manner. All
Customer-supplied equipment installed in the Equipment Rack Space shall
comply with all applicable laws, regulations and standards, including,
without limitation, those standards established by Sprint, and shall be
maintained by Customer in a manner so as to ensure continued compliance
therewith and so as to avoid hazard or damage to Sprint facilities or
injury to Sprint employees, agents and suppliers or to the public. In
the case where additional protection facilities are required, the same
shall be provided by Customer, at Customer's sole expense. Sprint shall
maintain the environmental parameters of the Equipment Rack Space
within customary limits for commercial operation so long as Customer
maintains Customer-supplied equipment installed therein in accordance
with the applicable specifications.
16.2 Either Party may terminate this Agreement at any time by
giving written notice as outlined in Paragraph 12. The maximum
liability to the Customer, due to termination, will be six (6) months
of rental charges for each Equipment Rack Space as stated in Paragraph
2, Equipment Rack
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Amendment 3
<PAGE>
Space, from the date of termination and any charges associated with
Sprint escort during equipment removal.
17. INSURANCE.
17.1 CUSTOMER'S INSURANCE. Customer shall, at its own expense,
procure and maintain throughout the Term, the following insurance from
an insurance company or companies of recognized financial
responsibility: (i) Comprehensive General Liability insurance,
including Contractual Liability, insuring against liability for
Personal Injury or death, Property Damage or other loss in amount of
not less than $5,000,000 Combined Single Limit with respect to any
occurrence, and (ii) Comprehensive Automobile Liability insurance
insuring the ownership, maintenance or use of owned, non-owned or hired
automobiles in an amount not less than $1,000,000 Combined Single Limit
for Bodily Injury or Property Damage for any one accident, (iii)
Worker's Compensation insurance, including Employer's Liability with
limits of not less than $100,000 per accident, in compliance with any
Worker's Compensation or similar statute in the State where any work is
performed. The insurance specified in subparagraphs i and ii shall name
Sprint as Additional Insured. Customer shall deliver to Sprint, prior
to and as a condition of its use of the Equipment Rack Space, a
Certificate of Insurance evidencing all of the above insurance
requirements and shall indicate that Sprint shall be notified not less
than thirty (30) days prior to any cancellation or material change in
any coverage. In no event shall the limits of said policies be
considered as limiting the liability of Customer under this Agreement.
Customer may not enter Sprint's POP locations if the provisions of this
paragraph have not been met.
18. GOVERNING LAW. This Agreement shall be constructed under and
enforced in accordance with, and the validity and performance hereof shall be
governed by, the laws of the State of Kansas.
19. ENTIRE AGREEMENT. This Agreement supersedes and replaces any prior
agreements, understanding or arrangements, whether oral or written, heretofore
made between the Parties and relating to the subject matter hereof. This
Agreement shall not be modified, changed, altered or amended except by an
express written agreement signed by duly authorized representatives of both of
the Parties hereto.
20. DEFAULT. In addition to any right of termination provided for
elsewhere herein, the non-defaulting Party hereto may terminate this Agreement
upon the occurrence of any of the following events which shall constitute a
default hereunder:
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<PAGE>
(a) Material breach of this Agreement after notice of such
breach and failure of the breaching Party to cure such breach within
thirty (30) days of receipt of such notice;
(b) A final determination by any governmental entity having
jurisdiction over the facilities and/or services provided under this
Agreement that the relationship of Sprint and Customer and/or the
facilities and/or services provided hereunder are contrary to then
existing laws; or
(c) The filing of bankruptcy by either Party under any
federal, state or municipal bankruptcy or insolvency act, or the
appointment of a receiver or any act or action constituting a general
assignment by either Party of its properties and interest for the
benefit of its creditors.
Upon the occurrence of a default by either Party, the other Party may
exercise one or more of the following remedies: (i) terminate this Agreement as
aforesaid; and/or (ii) exercise any other rights or remedies which may be
available at law or in equity. Upon the occurrence of a default, the prevailing
Party shall have all reasonable expenses (including court costs and reasonable
attorneys' fees) paid by the other Party.
21. PAYMENTS. All charges incurred by Customer hereunder will be
invoiced monthly by Sprint. Total Customer recurring and non-recurring Equipment
Rack Space lease charges for the Term of this Agreement are shown on Exhibit A
and are based upon the rates set forth in Paragraph 2, Equipment Rack Space, and
the POP site(s) and quantities of Equipment Rack Space(s) as shown on Exhibit A
hereof. Escort charges will be charged and invoiced monthly in accordance with
the terms set forth in Paragraph 7 herein. All amounts stated on each invoice
shall be due and payable within thirty (30) days of receipt of said invoice. The
charges for service provided hereunder are exclusive of any applicable sales,
use, excise and like taxes which will be separately stated and included on each
applicable invoice. All charges for services provided hereunder that remain
unpaid for a period of 10 days or more after written notice thereof, shall be
subject to interest thereon at a rate of the lesser of 18% per annum or the
maximum rate allowable by applicable law.
22. RESPONSE TIME. In the performance of its obligations hereunder,
Sprint shall endeavor to respond to a Customer request for escort service
hereunder within (i) one (1) hour when notified by Customer from 8:00 a.m. -
5:00 p.m. on business days and when such request pertains to a manned POP site,
(ii) within three (3) hours when notified by Customer at any other time for a
manned POP site, and (iii) within four (4) hours for an unmanned POP site at any
time. THE ABOVE RESPONSE TIMES APPLY TO CUSTOMER EMERGENCY REPAIR SITUATIONS
ONLY. THESE RESPONSE TIMES ASSUME THAT NO EMERGENCY REPAIRS ARE IN PROGRESS ON
THE SPRINT NETWORK IN THIS AREA. Emergency Repairs on the Sprint network will
take precedence over escort services which may cause lengthening of the response
times. For routine maintenance, 72 hours notice is required. Route maintenance
will only
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Bridge F-7 January 26, 1996
Amendment 3
<PAGE>
be allowed between the hours of 8:00 a.m. and 5:00 p.m. Monday through Friday,
with holidays excluded. Service affecting routine maintenance may be
accomplished outside of the normal routine maintenance window, but requires 120
hour advance notification. When escort service is provided by Sprint, both the
Sprint representative and Customer representative will sign a CPE Repair/Vendor
Escort Record form confirming the location, time, and date the escort service
took place.
23. INABILITY TO PERFORM. Neither Party shall be responsible for delays
in the performance of its obligations hereunder caused by events beyond its
reasonable control.
- --------------------------------------------------------------------------------
Bridge F-8 January 26, 1996
Amendment 3
EXHIBIT 10.17
AMENDMENT FOUR
TO THE
MANAGED NETWORK AGREEMENT
BETWEEN
SPRINT COMMUNICATIONS COMPANY, L.P.
AND
BRIDGE DATA COMPANY
CONFIDENTIAL MATERIALS HAVE BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT AND HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.
The Managed Network Agreement ("Agreement") between Sprint Communications
Company, L.P. ("Sprint") and Bridge Data Company ("Bridge"), having an effective
date of March 1, 1995, as amended, is hereby further amended as set forth below.
WHEREAS, Sprint and Bridge have previously entered into an Agreement for the
provision of managed network services; and
WHEREAS, Bridge now desires to perform the management services currently
performed by Sprint under the Agreement, and Sprint agrees to allow Bridge to do
so; and
WHEREAS, Bridge desires to purchase Asynchronous Transfer Mode ("ATM") services
from Sprint, and Sprint desires to provide ATM services to Bridge.
NOW THEREFORE, the parties mutually agree to amend the Agreement as follows:
1. Section 2. Contract Documents and Definitions. Delete the definition of
"Products and Services" and replace with the following definition:
"Products and Services" means the equipment, facilities, programming, software
and related services provided by Sprint to Bridge hereunder. The Products and
Services include Sprint Frame Relay service and/or Sprint ATM service, but do
not include special access lines that may be used by Bridge in connection with
the Products and Services.
2. Section 9. Minimum Commitment. Delete the words "and management" from
the second sentence of the second paragraph.
3. Section 10. Acceptance. Delete the second sentence of paragraph (a) and
replace with the following sentence:
"If test results show that Products and/or Services are
performing in accordance with the Performance Specifications,
Bridge shall accept the Product or Service at an Installation
Site immediately unless the Installation Site
Bridge/Sprint Confidential -1- 6/26/96
<PAGE>
is an order type "Conversion," in which case Bridge shall have
twenty-one (21) days from receipt of Sprint's test results to
accept the Products and Services."
3. Section 16(b) Provision of Products and Services. Delete the words "and
manage" from the first sentence.
4. Attachment A (Scope of Work). Attachment A is superseded in its
entirety by the revised Attachment A (Scope of Work) which is hereby
incorporated into the Agreement.
5. Attachment B (Pricing). Attachment B is superseded in its entirety by
the revised Attachment B (Pricing) which is hereby incorporated into
the Agreement.
6. Bridge has agreed to buy out the maintenance contract from Telebit that
Sprint has prepaid as follows:
<TABLE>
<CAPTION>
Distribution Annual Price Months Remaining Total
Equipment Site Qty
<S> <C> <C> <C> <C> <C>
NB40 Chicago 1 $ 539.33 8 $ 359.55
NB40 New York 2 $ 1078.66 8 $ 719.11
NB40 Kansas 1 $ 539.33 8 $ 359.55
NB40 Boston 1 $ 539.33 8 $ 359.55
NB40 Rialto 1 $ 539.33 8 $ 359.55
NB40 Oroville 1 $ 539.33 8 $ 359.55
</TABLE>
Total Amount owed to Sprint for maintenance buyout: $2,516.86
7. All other terms and conditions of the Agreement shall remain in full
force and effect, except as expressly stated herein.
IN WITNESS WHEREOF, the parties have executed this Amendment Four as of the date
of the last signature below.
Bridge/Sprint Confidential -2- 6/26/96
<PAGE>
SPRINT COMMUNICATIONS CO., L.P. BRIDGE DATA COMPANY
/s/ George Putney /s/ Robert McCormick
- ------------------------------ ---------------------------
Signature Signature
George Putney Robert McCormick
- ------------------------------ ---------------------------
Printed Name Printed Name
Branch Manager Executive Vice President
- ------------------------------ ---------------------------
Title Title
7/29/94 7/22/96
- ------------------------------ ---------------------------
Date Date
Bridge/Sprint Confidential -3- 6/26/96
<PAGE>
ATTACHMENT A
SCOPE OF WORK
SECTION 1. INTRODUCTION
1.1 SCOPE
This Attachment describes the technical functionality and topology of
the domestic telecommunications requirements of Bridge. The
Sprint-supplied Products and Services will provide network transport
for the Bridge network.
1.2 OVERVIEW
Sprint will provide Bridge with frame relay wide area network (WAN)
transport for it's router-based network as well as installation and
next day swap-out maintenance. All other functions previously provided
by Sprint will be delegated to and provided by Bridge. These functions
include router configuration, router monitoring, and router management
including troubleshooting and resolution of all software related
anomalies.
Further, Bridge shall undertake all transport management, including,
but not limited to WAN access facility sizing at customer sites,
distribution sites and St. Louis data centers, density of PVCs per
hardware port on routers and switches, and the number of WAN ports and
associated access facilities required at customer sites, distribution
sites and St. Louis data centers. Bridge shall also order and manage
dial backup functionality including equipment and analog telco lines at
distribution sites. Sprint will mange the ordering of analog telco
lines at the client sites at time of initial installation. Sprint will
provide maintenance on associated hardware at client sites only. All
dedicated circuits will be ordered through Sprint.
1.3 SPRINT'S SOLUTION
Sprint will provide all WAN transport consisting of dedicated access
from Bridge customer sites, distribution sites and St. Louis data
centers. Additionally, Sprint will provide installation and hardware
swap-out maintenance of routers, modems and DSUs at customer sites.
Sprint will also install Bridge servers at client sites. Maintenance of
the servers will be provided by Bridge.
- --------------------------------------------------------------------------------
Amendment 4 A-1 6/26/96
<PAGE>
SECTION 2. NETWORK OVERVIEW
2.1 NETWORK DESIGN OVERVIEW
The network design for the Bridge network is summarized in Figure 2-1.
[GRAPHIC OMITTED]
2.2 NETWORK NOTES
The following list of assumptions and design considerations have been
utilized on the Bridge Information network design and includes
associated Sprint and Bridge responsibilities.
o Bridge will provide WAN bandwidth management for all network
facilities. This includes remote customer sites, distribution
sites, and the St. Louis data centers. Bandwidth management
includes but is not limited to determination of appropriate
channel sizes at all customer, distribution
- --------------------------------------------------------------------------------
Amendment 4 A-2 6/26/96
<PAGE>
and data center sites, numbers of channels, PVCs per channel,
PVCs per port on routers and switches, number of ports per
switch or router, and number of switches or routers required.
o Bridge will use Sprint-standard circuit utilization
guidelines. Once a circuit utilization exceed 50%, procedures
will be initiated for the installation of additional circuits
or higher bandwidth circuits on the affected path. The
objective is to have additional bandwidth installed so that no
circuit utilization exceeds 70% at any time to maintain
optimal network performance.
o Sprint will provide support for 100 installations per month.
These can be any combination of new installations or Bridge
reschedules installations. The minimum number of installs per
day is 6. Installations will be scheduled during normal
business hours, 8-5 CST.
o For new installations, Sprint will install the Bay Networks
router and Netblazer, the dial backup and diagnostic modem,
and the DSU. Sprint will also cable the newly installed
equipment to the Bridge provided LAN.
o Sprint will configure the Telebit NetBlazer and load the
router with the final router configuration provided/created by
Bridge. This configuration file will be located on a platform
provided by Bridge. Bridge must provide readily available
remote access to this system. The configuration files must be
available two (2) business days prior to site installation.
The IP address and the required directory structure must be
provided to Sprint five (5) business days prior to the
scheduled install date.
o Sprint will not troubleshoot any protocol problems, including
protocol problems which occur during client site hardware
installation.
o Bridge will perform a site acceptance when they receive a call
from Sprint saying the site installation is complete. Site
acceptance will be based on the following tests:
- Telnet/Ping to router
- Telnet/Ping to Net Blazer
- Telnet/Ping to the Bridge servers
- Check operation of dial back up by unplugging 56k
line and determining whether the dial backup
connection to a distribution site is established
- Check whether dial backup disconnects after the 56k
is restored
Should Bridge be unable to perform these tests upon
notification from Sprint that the site installation is
complete, the site installation will be accepted by default.
o Bridge will be responsible for all network software upgrades.
- --------------------------------------------------------------------------------
Amendment 4 A-3 6/26/96
<PAGE>
o Bridge will provide all maintenance of Bridge equipment at
collocation sites.
o Sprint will provide only next day swap-out maintenance Monday
- Friday 8 am - 5 pm for failed or suspected failed CPE at
Bridge customer sites. The CPE technician will ensure that the
failed CPE is cabled properly and that the device powers up
successfully. Bridge will have software configuration
responsibility.
o Sprint will not provide any router network monitoring or
management.
o Bridge will report all appropriate problems to Sprint's
Service Management Center (SMC). The Network Service Manager
(NSM) will support resolution of those tickets that require
hardware maintenance.
o There will be charge for dispatch to sites that are not ready
for installation or swap-out maintenance (refer to contract
page B-3, item 6).
o Bridge will purchase all equipment through Sprint.
o Bridge will be responsible for working directly with hardware
vendors with regard to hardware engineering and software
malfunction.
2.3 TOPOLOGY
Sprint will provide Bridge with WAN transport for the frame relay,
router-based network. This will include the installation and
maintenance of Bay Networks routers, Telebit routers, Sprint certified
DSUs and CSUs and dial backup modems at client sites.
Each remote site will be provided with dedicated access to Sprint's
wide area network (WAN). The bandwidth of the access channel will be
determined by Bridge. The remote site will build one or two PVCs into
Sprint's WAN which will terminate at one of six regional distribution
sites. The distribution sites are collocated at Sprint POPs and house
Telebit routers, Bay Networks routers, Cascade switches, modem banks
and CSUs. The Cascade switches are used both as a point of connectivity
for GFIC customers as well as an ATM platform as Bridge migrates the
backbone (distribution site to St. Louis data centers) to ATM
transport.
Each distribution site Bay networks router will act as a point of
consolidation for Bridge customer traffic. The distribution site
routers will terminate traffic from all customer sites within that
region. The routers will in turn route the traffic from those customer
sites to discrete PVCs built from the distribution sites to each of
Bridge's two St. Louis data centers.
- --------------------------------------------------------------------------------
Amendment 4 A-4 6/26/96
<PAGE>
2.4 TROUBLE RESOLUTION RESPONSIBILITY
Bridge will provide all proactive monitoring of network facilities.
Sprint will provide only reactive maintenance. Upon report of an
anomaly, Bridge will undertake the following diagnostic procedures.
Client Sites
AN Router -
Software - Bridge will access the router and inspect the
configuration files. Bridge workstations have pull-down
screens that display the proper configuration of the routers.
If a configuration is determined to be corrupted, they will
rebuild the software configuration.
Hardware - If an AN router remains in the "boot" or "diag"
mode after being power cycled, it must be replaced. Bridge
will arrange to have power cycling done by their client or by
their dispatch technicians. Other problems will be isolated by
using the router logs, Site Manager, and the network
management console. When troubleshooting indicated a failed
router, Sprint will be contacted to open a ticket for router
replacement.
CSU - If diagnostics reveal a good router and Sprint/telco find no
problems with the telco access, Bridge will open a ticket with Sprint
for CSU replacement.
Netblazer - If Netblazer alarm appears on Bridge's network management
console, Bridge will work with their client or their dispatch
technician to power cycle the Netblazer. If the Netblazer fails to come
up, Bridge will open a ticket with Sprint for Netblazer replacement.
Modem - Bridge will determine whether a problem appears to be with the
local dial line or the modem. If the dial line is tested and proven
functional, Bridge will access the Netblazer for another view into the
modem. If these tests indicate a defective modem, Bridge will open a
ticket with Sprint for modem replacement. If the dial line tests bad,
Bridge will report the problem directly to the LEC.
Cabling - Telco will be responsible for wiring to the demarc or
extended demarc (when telco installed) where appropriate. After
accepted installation, Bridge will be responsible for troubleshooting
all other customer premise wiring.
- --------------------------------------------------------------------------------
Amendment 4 A-5 6/26/96
<PAGE>
Transport - Sprint will be the point of contact for all transport
related problems, including amamolies associated with the LEC access on
dedicated circuits. Bridge will open a ticket with the SMC to report
any transport problems.
Distribution Sites
Bridge will be responsible for the troubleshooting and maintenance of
all distribution equipment located in Sprint POPs. This will include:
o Bay BLN Routers
o Cascade Switches
o Telebit Netblazer 40 Router
o Microcom Modems and QX chassis
o Adtran CSUs and chassis. (Will be replaced by Visual Networks
CSUs)
o Ethernet transceivers
o UPS (May be Sprint provided. Procedures to be addressed)
o Dial lines (Both dial back-up and equipment management lines)
o Cabling associated with the above equipment.**
** Sprint is responsible for installing and replacing all
intra-cabinet/bay and inter-cabinet/bay wiring. Sprint will also
connect such cabling to the equipment under Bridge direction at time of
installation or replacement.
Bridge will perform troubleshooting of distribution site problems from
their St. Louis Network Management Center using network management
tools such as HP OpenView, Bay Site Manager, etc.
If assistance is required from local Sprint operations (such as for
power cycling equipment), Bridge will open a trouble ticket with the
SMC. The NSM or SE will then call the Sprint POP stating that Bridge
has an open ticket and needs assistance. This will result in a charge
to Bridge.
If Bridge determines that equipment needs to be replaced, they will
arrange for shipment and schedule the dispatch of a Bridge field
service technician. A trouble ticket will be opened with the SMC so
that the Sprint personnel are aware and can provide access.
If there is a failure of the dial lines associated with the
distribution site, Bridge will open a trouble ticket with the
appropriate local exchange carrier. If the local exchange carrier or
Bridge field service requires access to the Sprint POP, a trouble
ticket will be opened with the SMC.
For routine or preventative maintenance, Bridge will open a trouble
ticket with the SMC in order to gain access to the Sprint POP.
- --------------------------------------------------------------------------------
Amendment 4 A-6 6/26/96
<PAGE>
Sprint will be the point of contact for all transport related problems,
including amamolies associated with the LEC access on dedicated
circuits. Bridge will open a ticket with the SMC to report any
transport problems.
2.5 DISPATCH PROCEDURE
Upon notification of a network anomaly, Bridge will attempt to isolate
the problem. If the problem appears to be with either the client site
hardware or WAN transport, Bridge will open a ticket with Sprint's
Service Management Center (SMC) using either the network or private
line address.
The SMC will forward the ticket to the appropriate transport fix agency
(Private Line Service Center or Frame Relay Network Control Center). If
the WAN tests clean, and the anomaly appears to be associated with
client site hardware, either the Network Services Manager (NSM) or
Systems Engineer (SE) will submit script to the Dallas warehouse for
overnight shipment of the failed hardware to the client site. Bridge
and/or the NSM will coordinate CPE dispatch with the SMC on the open
ticket.
After replacement, Sprint will ship the failed router to Bay Networks
for repair. After repair, Bay Networks will ship the router back to the
Dallas depot for placement in the Bridge spares inventory.
2.6 CANADA SITES
Sprint management practices and procedures will remain unchanged for an
interim period for sites in Canada until these practices and procedures
can be fully addressed.
- --------------------------------------------------------------------------------
Amendment 4 A-7 6/26/96
<PAGE>
ATTACHMENT B
DOMESTIC PRICING
I. EQUIPMENT - PURCHASE PRICE
<TABLE>
<CAPTION>
Model Description List Price Net Price
- ----- ----------- ---------- ---------
<S> <C> <C> <C>
20002 BayNetworks AN Ethernet * *
(4M DRAM) Incl 7919 & 7526 (2)
42001006 BayNetworks AN IP System Suite * *
AE 1001006 BayNetworks 1 Ethernet X2 Sync * *
(4 M DRAM) incl DTE/DTE cable (2)(II)
AE008017 BayNetworks IP Access Suite Software (I) * *
7919 BayNetworks Power Cord (2) * *
AE10011007 BayNetworks AN Ethernet X2 Sync * *
(8M DRAM) incl DTE/DCE cable (2)
PN2DE Telebit Netblazer & Modem Cable (3) * *
LS2-PT Telebit Netblazer LS & Modem Cable (3)(10) * *
AP-8810SA Teleblazer Standalone Modem (3)(10) * *
LEOA BNC Transeiver Package (4) * *
28.8ES Desporte Fast 28.8 ES Standalone (5) * *
SP1530 Adtran DSU III AR Standalone (6) * *
930703-008 HD44 (m) to V.35(M) Wan * *
Interface cable
910418-008 DB9(M)/DB25 Cable * *
950846-006 DB25(F)/V.35(M) Cable * *
3520 Codex DSU (7) * *
PFLX4700-002 DTS DSU/CSU Card Set(8) * *
PFLX4704-002 DTS CD Powered 4 slot Equip Shelf(8) * *
PFLX4700-004 DTS SNMP Card Set (8) * *
KMTG4704-001 DTC 4704 Rack Mounting KIT(8) * *
PCBL4700-010 DTS Daisy Chain CSU Interconnect(8) * *
Cascade (9)
</TABLE>
* CONFIDENTIAL TREATMENT REQUESTED
- --------------------------------------------------------------------------------
Bridge B-1 6/26/96
<PAGE>
<TABLE>
<CAPTION>
MODEL DESCRIPTION LIST PRICE NET PRICE
- ----- ----------- ---------- ---------
<S> <C> <C> <C>
ASE-BDE Visual Networks DSU * *
V.35 Router Cable (12) * *
Cable Package includes: * *
(1) Network Interface Cable
(1) Ethernet Patch Cable
(1) Administration Port Cable
ASE-EDE Visual Networks DSU * *
</TABLE>
NOTES:
1.) The equipment listed is equipment currently being installed. See
product discounts for other equipment not listed.
2.) BayNetworks equipment will be discounted * off of List Price, provided
Bridge purchases all BayNetworks equipment through Sprint.
3.) Sprint will offer a * discount on Telebit Networking Hardware List
Price.
4.) Net price includes one Transceiver, (2) Terminators, and installation.
5.) Sprint will offer a * discount on Microcom Modem Equipment List Price.
6.) If Bridge does not purchase a DSU from Sprint, and Sprint utilizes
Bridge DSUs, it is Bridge's responsibility to provide two DSU cables as
well as the DSU. One cable will connect to the router and one to
connect to the Telco demarc.
7.) Sprint will utilize existing Bridge Codex 3520 DSUs. It will be
Bridge's responsibility to de-install the DSU, upgrade the cables and
ship the DSU to Sprint's inventory site(s).
8.) Sprint will offer a * discount on Digital Transmission System, Inc.
(DTS) equipment.
9.) Cascade equipment will be discounted * off of current list price.
10.) Sprint will offer these modem models or those with equivalent
functionality.
11.) Number of ethernet cables required will vary upon site type and site
configuration.
* CONFIDENTIAL TREATMENT REQUESTED
- --------------------------------------------------------------------------------
Bridge B-2 6/26/96
<PAGE>
II. CPE INSTALLATION
<TABLE>
<CAPTION>
First Device(6) Second Device (5)
Equipment Install Price Install Price
--------- ------------- -------------
<S> <C> <C>
Bay Networks Router/DSU (2) * /Router * /Router
Microcom Modem and NetBlazer Server (1) * /pair * /pair
Server (1) (3) * /Server * /Server
Transceiver/Terminator/T-Connector (1,4) No Charge No Charge
Microcom 28.8ES Modem * /modem * /modem
OR
Teleblazer Modem (1)
Cascade Switch * /ea * /ea
DTS (2) (2)
Visual Networks DSU ASE-BDE * /ea * /ea
Visual Networks DSU ASE-EDE List List
</TABLE>
NOTES:
1.) Installation must be done at the same time the Bay Networks router is
installed.
2.) Installation of a DSU at any other time than with a router will be
* /occurrence.
3.) Installation of a server at any other time than with a router will be
* /occurrence.
4.) Installation of a transceiver and two terminators at any time other
than with a router is * /occurrence.
5.) Installation of the second device must be at the same site and at the
same time as the first device.
6.) A dispatch charge of * will be assessed for any site when a Sprint
technician is dispatched and the site is not prepared for the install.
7.) A dispatch charge of * will be assessed any time a Sprint technician is
dispatched to a site but (i) the technician is unable to gain access to
the Bridge facility or (ii) the technician finds no trouble.
8.) If a router upgrade requires the installation of a new router,
installation charges will apply.
* CONFIDENTIAL TREATMENT REQUESTED
- --------------------------------------------------------------------------------
Bridge B-3 6/26/96
<PAGE>
III. MAINTENANCE
<TABLE>
<CAPTION>
Equipment Response Price
--------- -------- -----
<S> <C> <C>
Bay Networks Routers (1)(4) Next day, On-site Remedial * of List/mo
Bay Networks Routers (1)(3)(4) 7x24 w/4 hr response, * of List/mo
On-site Remedial
PN2DE NetBlazer or Netblazer LS Next Business day, * /pair/mo (6)
(2) Microcom 28.8ES Modem or On-site Remedial
Teleblazer Standalone Modem
Microcom 28.8ES Modem Next Business day, On-site * /month
Remedial
DSU (2) (4) Next Business day, On-site * /site visit
Remedial
Cascade (5) 7x24 with 4 hour response, * /switch/year
B-STDX 9000 on-site remedial
Visual Networks DSU ASE-BDE Next Business day, On-site * /ea/month
Swap-out
Visual Networks DSU ASE-EDE Next Business day, On-site List
Swap-out
</TABLE>
NOTES:
1.) Prices are only valid when all routers purchased are maintained by
Sprint.
2.) Bridge is responsible for all repairs and return charges of this
equipment.
3.) Subject to site verification. (Site must be within 50 miles of the
service depot.)
4.) Bridge is responsible for providing required spares, which will be
stocked at the Sprint repair depot. If Bridge requires on-site remedial
maintenance outside normal business hours, the following rates shall
apply: * per site visit for two (2) hour minimum charge. Each
additional 1/4 hour shall be *.
5.) Bridge may purchase maintenance directly from Cascade.
6.) Pair equals Netblazer and modem.
* CONFIDENTIAL TREATMENT REQUESTED
- --------------------------------------------------------------------------------
Bridge B-4 6/26/96
<PAGE>
IV. MANAGEMENT (1)
<TABLE>
<CAPTION>
Equipment Unit Price
--------- ----------
<S> <C>
Router (1) (5) * /mo
Transport Back-up Management (2) (3) * /mo
LAN Server Management (4) * /mo
</TABLE>
NOTES:
1.) Bridge is not required to purchase management under this Agreement.
This pricing is available as an option in the event Bridge chooses to
have Sprint manage their network.
2.) Includes Telebit NetBlazer and Microcom modems or Teleblazer modems.
3.) Valid only when the Telebit NetBlazer and Microcom modem or Teleblazer
modems are co-located with the router.
4.) Pricing is valid only if Sprint provides router and Transport Back-up
Management.
5.) One annual software upgrade is included in the price; additional
software downloads after the first is * each per router.
SOFTWARE RELEASE POLICY
The latest Sprint certified software release is used for a new router
network installation.
Sprint reserves the right to upgrade Bridge software revision level if
the installed revision level is no longer supported by Sprint. This
up-grade will be at no charge to Bridge.
Sprint reserves the right to up-grade a router's software to fix
software bugs in the existing version. This up-grade will be at no
charge to Bridge.
When adding new routers to an existing network, Sprint reserves the
right to install the same version of the software running on the
existing network on the new routers.
Sprint support for software revision levels is consistent with the
vendor's support for software revision levels.
The one free annual software up-grade is for a major release not a
maintenance release.
* CONFIDENTIAL TREATMENT REQUESTED
- --------------------------------------------------------------------------------
Bridge B-5 6/26/96
<PAGE>
If the software up-grade requires additional hardware or a hardware
up-grade, equipment and installation charges will apply.
If Sprint performs a software up-grade in order to meet the contract
performance criteria, Bridge will not be required to pay for the
software upgrade.
Sprint will provide adequate notice of any upcoming software upgrades.
V. CO-LOCATION FEES
A. Cascade * /rack/mo
Install * /rack
B. Distribution router & Netblazer * /rack/mo
Install * /rack
VI. FRAME RELAY
A. ACCESS
OPTION 1 (1)
<TABLE>
<CAPTION>
Install Monthly Recurring
------- -----------------
<S> <C> <C>
56 Kbps, T-1 Waived for TCG Type 1 & 2 * discount off Sprint Tariff
facilities 8 rates
See Note 2
</TABLE>
1.) If TCG is the access provider for the SIA contract,
Bridge may take advantage of the SIA pricing.
However, Bridge may use pricing from only one
contract, i.e. either this contract or the SIA Local
Access Services contract. If SIA pricing is selected,
non-SIA sites will be charged at current Sprint
Tariff 8 rates. Tariff 8 installation charges apply
to non-SIA sites.
2.) All monthly recurring charges for ACF and COC are
waived.
OPTION 2
Sprint Coordinated Vendor Billed Access (SCVBA) (1)
<TABLE>
<CAPTION>
Non - Reucrring Monthly Recurring
56 Kbps 56 KBPS
------- -------
<S> <C> <C>
ACF (2) * *
EFC (3) * *
COC (4) * *
</TABLE>
* CONFIDENTIAL TREATMENT REQUESTED
- --------------------------------------------------------------------------------
Bridge B-6 6/26/96
<PAGE>
1.) Bridge may select this option for Access in which
Sprint acts as Bridge's agent and orders and tests
the service, but the access provider bills Bridge
directly.
2.) Access Coordination Fee
3.) Entrance Facility Charge (Pass through from the
Access provider)
4.) Central Office Connection
HOST ACCESS (St. Louis)
DS3 * /ea/month
B. ACCESS CHANNELS
INGRESS T-1 DISTRIBUTION PORT (1)(2)(3)(4)(5)(6) * /EA/MO
NOTES:
1.) Connects the router to the TP Frame Relay Switch
2.) 56K ports are defined as having 32 Kbps distribution router capacity.
3.) 128 Kbps ports are defined as having 128 Kbps of capacity or 4
equivalent 32 Kbps users.
4.) Each T-1 distribution ingress port supports a maximum of 48 equivalent
32 Kbps users.
5.) Once 48 equivalent 32 Kbps users are assigned to a distribution ingress
T-1 port, customer must order an additional T-1 port.
6.) Distribution site T-1 Ports: (The following is the minimum
configuration during the contract Term)
<TABLE>
<S> <C> <C>
New York distribution ingress T-1 ports Four (4)
Los Angeles distribution ingress T-1 ports Two (2)
Chicago distribution ingress T-1 ports Two (2)
San Francisco distribution ingress T-1 ports Two (2)
Boston distribution ingress T-1 ports Two (2)
Kansas City distribution ingress T-1 ports Two (2)
</TABLE>
INGRESS T-1 NETWORK PORT (1)(2) */EA/MO
NOTES:
* CONFIDENTIAL TREATMENT REQUESTED
- --------------------------------------------------------------------------------
Bridge B-7 6/26/96
<PAGE>
1.) For each distribution site one T1 - distribution port and one T-1
network port are required.
HOST PORTS (1)(2)(3) * /EA/MO
NOTES:
1.) Egress TP port at Bridge hosts
2.) Each host port must have a back-up T-1 port i.e. Data 1 and Data 2.
3.) Back-up T-1 port price is */ea/mo.
PORTS AND PVCS (1)
56KBPS Port and two (2) ZERO CIR PVC into the
distribution router (1)(2)(3) * /EA/MO
NOTES:
1.) Price is only valid in the user is connected to a distribution site.
2.) Excludes access.
3.) Remote domestic US ports which connect to distribution routers
(excludes access)
<TABLE>
<CAPTION>
Ports Monthly Price Equivalent 32 Kbps Users
----- ------------- ------------------------
<S> <C> <C>
56 Kbps * /ea/mo 1
128 Kbps * /ea/mo 4
192 Kbps * /ea/mo 6
256 Kbps * /ea/mo 8
320 Kbps * /ea/mo 10
384 Kbps * /ea/mo 12
448 Kbps * /ea/mo 14
512 Kbps * /ea/mo 16
576 Kbps * /ea/mo 18
640 Kbps * /ea/mo 20
704 Kbps * /ea/mo 22
768 Kbps * /ea/mo 24
896 Kbps * /ea/mo 28
1024 Kbps * /ea/mo 32
1280 Kbps * /ea/mo 40
1536 Kbps * /ea/mo 48
</TABLE>
C. PVC
* CONFIDENTIAL TREATMENT REQUESTED
- --------------------------------------------------------------------------------
Bridge B-8 6/26/96
<PAGE>
Backbone Zero CIR PVC * /ea/mo
D. INSTALL
PVC * /each
Access Channel * /each
VII. DIAL BACK-UP
A. DISTRIBUTION SITE DIAL BACK-UP SERVICE (1)
Each of the distribution sites will offer Dial Back-Up Service
via Sprint's Switched Clarity 800 service. Customers needing
dial back-up outside a local calling area will dial the 800
number.
Charge: * service fee per month plus Tariff rate per minute
cost.
<TABLE>
<CAPTION>
TARIFF RATE PER MINUTE
-------------------------------------------- -----------------------------------------
Regional National
-------------------------------------------- -----------------------------------------
Peak Off Peak Peak Off Peak
----------------------- -------------------- -------------------- --------------------
<S> <C> <C> <C>
* * * *
----------------------- -------------------- -------------------- --------------------
</TABLE>
1.) Bridge is responsible for providing the business line
for each distribution site and all charges associated
with the business line.
VIII. SPRINTNET SERVICES (DOMESTIC X.25)
A. Product Discount
* off of list price
B. Install Wavier (1)
* for a three year order term
C. See Hub Pricing - Page B-30
NOTES:
1.) Customer is liable for a pro-ratA amount of any waived install if the
site is disconnected prior to being installed for 36 consecutive
months.
IX. DISTRIBUTION SITE EQUIPMENT PURCHASE
Distribution site equipment (1)(2) *
NOTES:
* CONFIDENTIAL TREATMENT REQUESTED
- --------------------------------------------------------------------------------
Bridge B-9 6/26/96
<PAGE>
1.) See List of Equipment and quantities in each existing distribution
site, page B-31.
2.) Equipment is located at distribution sites in New York, NY; Chicago,
IL; Boston, MA; San Francisco, CA; Kansas City, MO; and Los Angeles,
CA.
X. ATM SERVICES
A. Local Access Facilities - Customer shall be responsible for
arranging and providing all Local Access Facilities required
to utilize the ATM Products and Services. For T-3 Local Access
Facilities, the COC and ACF charges are as follows:
<TABLE>
<CAPTION>
Non-Recurring Charge Monthly Recurring Charge
-------------------- ------------------------
<S> <C> <C>
COC * each * each
ACF * each * each
</TABLE>
B. Port Connection Charges
<TABLE>
<CAPTION>
Port Installation Charge Monthly Recurring Charge
---- ------------------- ------------------------
<S> <C> <C>
T-1 Port: * each * each per Month
T-3 Port: * each * each per Month
</TABLE>
Sprint shall apply the following discounts to the Port
Connection charges specified above.
<TABLE>
<CAPTION>
Contract Year Discount
------------- --------
<S> <C>
Year 1 20%
Year 2 10%
Year 3 10%
</TABLE>
C. PVC Charges
1. The monthly recurring charges for use of one-way PVCs
are as follows:
(a) CBR PVCs
<TABLE>
<CAPTION>
Information Rate Flat Rate Price Usage-Based Price
---------------- --------------- -----------------
<S> <C> <C>
64 Kbps * per 64 Kbps * per 64 Kbps plus usage
1 Mbps * per 1 Mbps * per 1 Mbps plus usage
</TABLE>
For the Usage-Based Price, the usage component of the CBR PVC
price is * per 1 Megacell of delivered CBR Traffic per month
based on the egress counts.
(b) VBR PVCs
* CONFIDENTIAL TREATMENT REQUESTED
- --------------------------------------------------------------------------------
Bridge B-10 6/26/96
<PAGE>
<TABLE>
<CAPTION>
Information Rate Flat Rate Price Usage-Based Price
---------------- --------------- -----------------
<S> <C> <C>
64 Kbps * per 64 Kbps * per 64 Kbps plus usage
1 Mbps * per 1 Mbps * per 1 Mbps plus usage
</TABLE>
For the Usage-Based Price, the usage component of the VBR PVC
price is * per 1 Megacell of delivered VBR Traffic per
month based on the egress counts, not to exceed * per 1
Mbps PVC per month.
2. Flat Rate Price Discounts - Sprint shall apply the
following discounts to the Flat Rate price for use of
a VBR and CBR PVC based on the following
corresponding gross monthly PVC charges per Port:
<TABLE>
<CAPTION>
Gross Monthly VBR PVC CBR PVC
PVC Charges per Port Discount Discount
-------------------- -------- --------
<S> <C> <C>
$2,000 - $3,999 * *
$4,000 - $6,399 * *
$6,400 - $8,999 * *
$9,000 - $14,400 * *
Over $14,400 * *
</TABLE>
3. VBR PVC Cap - The total VBR PVC charge per port per
month shall not exceed the following amounts based on
the Port Speed:
<TABLE>
<CAPTION>
Port Speed Total Monthly Charge
---------- --------------------
<S> <C>
T-1 * per Port
T-3 * per port
</TABLE>
4. The PVC Establishment Charge is $35 per site.
SPECIAL ATM TERMS
A. Wavier of Installation Charges - Sprint shall waive *
of the ATM installation charges (Port Connection and PVC
Establishment only) for each site which is installed for a
minimum period of thirty-six (36) consecutive months.
If the ATM Service is disconnected prior to thirty-six (36)
consecutive months of Service, then Customer shall pay
Sprint a pro-rata amount of the waived installation charges.
B. Change or Upgrade of Service - Customer may upgrade the ATM
Service at a site or change an ATM site without liability
except for the pro-rata payment of any waived installation
charges if such ATM Service was disconnected prior to
twenty-four continuous months of Service.
* CONFIDENTIAL TREATMENT REQUESTED
- --------------------------------------------------------------------------------
Bridge B-11 6/26/96
<PAGE>
GLOBAL PRICING
I. FRAME RELAY
A. FRAME RELAY (ONE TO ONE)
CREVE COEUR TO LONDON
<TABLE>
<CAPTION>
Access MRC Port/IPVC ALC
Speed Port IPVC ALC T-1 Channel(4) Total Install(1)(3) Install(2)
- ----- ---- ---- --- --- ---------- ----- ------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
128K * * * * * * * *
258K * * * * * * * *
512K * * * * * * * *
768K * * * * * * * *
T-1 * * * * * * * *
</TABLE>
B. FRAME RELAY (ONE-TO-ONE)
MANCHESTER TO WATFORD
<TABLE>
<CAPTION>
Access MRC Port/IPVC ALC
Speed Port IPVC ALC T-1 Channel(4) Total Install(1)(3) Install(2)
- ----- ---- ---- --- --- ---------- ----- ------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
128K * * * * * * * *
258K * * * * * * * *
512K * * * * * * * *
768K * * * * * * * *
T-1 * * * * * * * *
</TABLE>
Notes:
1.) * waiver of the * Global Port Install charge if the order term is two
years or longer (Each site must be installed for 24 continuous months).
2.) Bridge must pay ALC charges for install.
3.) Bridge is liable for a pro-rata amount of any waived install if the
site is disconnected.
4.) A Global Frame Relay Connectivity Fee is applied to Frame Relay
customers if the host port is in the US and there are multiple
international locations. See below for an explanation of the
Connectivity fee.
C. FRAME RELAY CONNECTIVITY FEES
The Global Frame Relay Connectivity Fee is based on either the port
speed of the US Port or the Global Port as follows:
* CONFIDENTIAL TREATMENT REQUESTED
- --------------------------------------------------------------------------------
Bridge B-12 6/26/96
<PAGE>
a.) The US Port Speed determined the "Base" port speed of
the Global Connectivity Fee if it is lower than or
equal to the port speed of the Global Port to which
it is connected.
b.) The Global Port speed determines the "base" port for
the calculation if it is greater than the US port to
which it is connected. If multiple Global Ports are
connected to the same US port, then the highest
Global Port speed determines the "base" port for
calculation purposes.
FRAME RELAY CONNECTIVITY FEES (1)
<TABLE>
<CAPTION>
US Port Global Port Connectivity
(Kbps) (Kbps) Fee
------ ------ ---
<S> <C> <C>
56/64 56/64 *
56/64 128 *
56/64 256 *
128 56/64 *
128 128 *
128 256 *
256 56/64 *
256 128 *
256 256 *
</TABLE>
1.) For calculation purposes, the Global Frame Relay
Connectivity Fee is the List Price of the Global
"base" port less the List Price of the domestic
"base" port.
II. CUSTOM LINK (X.25 SERVICE)
A. See Site Pricing, pp. B33 - B37
B. Install Wavier (1)
* for a three year order term
NOTE: (1)
1.) Customer is liable for a pro-rata amount of any waived install if the
site is disconnected prior to being installed for 36 continuous months.
III. PRICING FOR CANADA
A. EQUIPMENT INSTALLATION
* PER SITE (1)(2)(3)(4)(5)(6)
* CONFIDENTIAL TREATMENT REQUESTED
- --------------------------------------------------------------------------------
Bridge B-13 6/26/96
<PAGE>
1) Sprint International will install the following equipment:
a. Wellfleet AN running 8.0.1 software
b. Telebit Netblazer Dial Back Up Router Model PN-2
c. Microcom Modem Model Deskport 28.8ES
d. Cabinet to hold equipment
e. Dell OS/2 Server
f. UPS Unit
g. Monitor and Keyboard
h. AB Switch Box
i. Associated cabling
2) The equipment will be staged and configured in the US and shipped to
the Bridge customer locations by either Sprint or Bridge. If shipped by
Sprint, shipping charges are as specified in Section V herein.
3) The install is limited to install, power up, and connect cables.
4) Sprint reserves the right to use a third party for installation.
5) An engineering diagram must be provided to the installing agent for
proper cabling of the CPE.
6) Sprint will provide installation of Bridge equipment in the following
cities:
a) Edmonton, Alberta
b) Toronto, Ontario
c) Vancouver, British Columbia
d) Victoria, British Columbia
e) Montreal
f) Quebec
B. EQUIPMENT MAINTENANCE/MANAGEMENT (5)(6)
<TABLE>
<S> <C>
Access Node and Modem (1) * PER LOCATION/PER MONTH
Netblazer (2) * PER LOCATION/PER MONTH
Optional Maintenance (3)(4) * PER HOUR
24 X 7, with minimum 3 hours
</TABLE>
1) Maintenance service is based on 8X5 with 8 hour response.
2) This charge is in addition to the standard * per month charge per
location.
3) This per hour charge is in addition to the standard * per month per
location charge.
* CONFIDENTIAL TREATMENT REQUESTED
- --------------------------------------------------------------------------------
Bridge B-14 6/26/96
<PAGE>
4) 24 X 7 coverage is subject to availability.
5) Spares will be stocked in Etobicoke, ON (Toronto), and Vancouver, BC.
6) Sprint reserves the right to use a third party for maintenance.
C. MONTHLY RECURRING GLOBAL FRAME RELAY CHARGES
1. Canada Ports (Excludes local access charges)
<TABLE>
<CAPTION>
Speed Unit Price
----- ----------
<S> <C>
56/64 * each per month
128 * each per month
256 * each per month
</TABLE>
2. IPVC Charges between the US and Canada
<TABLE>
<CAPTION>
CIR Unit Price
--- ----------
<S> <C>
Zero * each per month
9.6 * each per month
14.4 * each per month
19.2 * each per month
38.4 * each per month
48.0 * each per month
56/64 * each per month
128 * each per month
192 * each per month
256 * each per month
</TABLE>
D. FRAME RELAY INSTALLATION
Port and IPVC installation charge: * each
Installation Waiver:
<TABLE>
<CAPTION>
Order Term Discount
---------- --------
<S> <C>
2 years * (1)(2)(3)(5)
3 years * (2)(3)(4)(5)
</TABLE>
1) Site must be installed for 24 continuous months.
2) Install waiver does not include ALCs.
3) Install waiver is for GFRS ports in Canada.
4) Site must be installed for 36 continuous months.
5) Bridge is liable for a pro-rata amount of the waived install
if the site is
* CONFIDENTIAL TREATMENT REQUESTED
- --------------------------------------------------------------------------------
Bridge B-15 6/26/96
<PAGE>
terminated prior to the end of the order term, per the conditions of
this contract.
E. SHIPPING CHARGES
Shipping Fee: *
(Wellfleet AN Router, Telebit Netblazer, Microcom Modem)
F. DIAL BACK UP (OPTIONAL)
Customer is responsible for the business line charges to the customer
and distribution sites.
VII. TERM COMMITMENT
The minimum order term for a Canadian site in one year.
G. TERMINATION LIABILITY FOR CANADIAN ORDERS
Access: If a site is terminated prior to being installed for 12
continuous months, Customer shall be liable for fifty percent (50%) of
the monthly price for access for each month remaining in the unexpired
portion of the one year order term.
Sprint Charges: There is a * charge per site for each order terminated
prior to expiration of the order term. This charge shall be waived for
Bridge.
* CONFIDENTIAL TREATMENT REQUESTED
- --------------------------------------------------------------------------------
Bridge B-16 6/26/96
<PAGE>
MISCELLANEOUS CHARGES
I. CANCEL BEFORE START CHARGES
1.) General
Cancel Before Start charges apply to all orders for new circuits or hardware.
Table changes, IDs and orders for software modifications are excluded.
2.) Charges
a. * per voice grade/analog circuit (speeds of 19.2 and below)
(e.g., if 3 circuits are ordered and all 3 are canceled, the
charge is *)
b. * per DDS/DSO circuit (56/64 Kbps)
c. * per DS1 or Fractional DS1 circuit
d. If equipment is shipped to the customer site prior to
cancellation, Sprint's then current handling charge are
applicable. A separate handling charge will apply to both the
shipment to the customer site and from the customer site.
(Refer to Sprint's Handling Charge Policy.)
3.) Cancel without Charges
An order for new services may be canceled without incurring the *, * or * charge
specified above within 10 business days of the date shown on the Order for Data
Communications Service. Customers who wish to terminate their order must send a
written cancellation request to Contracts Administration to be received within
the prescribed time limit (10 business days) or the charge will be automatically
applied.
4.) Other
In the event of technical problems or other mitigating circumstances, the cancel
before start charge may be waived. However, Contracts Administration and the
Sprint Sales Representative must be notified in writing for these charges to be
waived.
II. HANDLING CHARGES
1.) General
Sprint will provide shipment from its designated shipping point(s) via
the Sprint carrier of choice, subject to the following charges listed
below. These charges do not include insurance coverage for purchased
equipment;
* CONFIDENTIAL TREATMENT REQUESTED
- --------------------------------------------------------------------------------
Bridge B-17 6/26/96
<PAGE>
customers are responsible for insurance from Sprint shipping point(s).
The charges apply to both rental (sprint-owned) and purchased
(customer-owned at shipping point) equipment. These charges do not
apply to equipment provided by Sprint as part of a Sprint service
offering (e.g., modems supplied in conjunction with dedicated access
facilities).
2.) Charges
<TABLE>
<CAPTION>
Price Per Unit Shipped
----------------------
<S> <C>
Modems, standalone (a) *
Modems, rach mount (a) *
</TABLE>
a) Does not apply to Dedicated Access Facility Service,
including Multidrop Plus.
3.) Exceptions
If an expedited or overnight shipment is requested, the above charges
do not apply. The charges for an expedited/overnight shipment is 100%
of the cost incurred by Sprint for providing this service.
* CONFIDENTIAL TREATMENT REQUESTED
- --------------------------------------------------------------------------------
Bridge B-18 6/26/96
<PAGE>
DOMESTIC LIST PRICES
I. FRAME RELAY
A. ACCESS
<TABLE>
<CAPTION>
Speed Install Monthly Recurring
----- ------- -----------------
<S> <C> <C>
56 Kbps, T-1, DS3 Current Sprint Current Sprint
Tariff 8 Tariff 8
Plus ACF & COC Plus ACF & COC
</TABLE>
B. ACCESS CHANNEL
<TABLE>
<CAPTION>
Unit Rate
Access Channel Speed Per Month
-------------------- ---------
<S> <C>
56/64 *
112/128 *
168/192 *
224/256 *
280/320 *
336/384 *
392/448 *
448/512 *
504/576 *
560/640 *
616/704 *
672/768 *
784/896 *
896/1024 *
1120/1280 *
T1 *
</TABLE>
C. PVC RATES
<TABLE>
<CAPTION>
PVC Unit Rate
Minimum Data Rate Per Month
----------------- ---------
<S> <C>
Burst Express *
19.2 *
38.4 *
56/64 *
128 *
192 *
256 *
320 *
</TABLE>
* CONFIDENTIAL TREATMENT REQUESTED
- --------------------------------------------------------------------------------
Bridge B-19 6/26/96
<PAGE>
<TABLE>
<S> <C>
384 *
448 *
512 *
576 *
640 *
704 *
768 *
832 *
896 *
960 *
1024 *
</TABLE>
II. SPRINTNET SERVICES
The pricing components for Customer Link Series include the following:
o Recurring charges
- Access line charge per dedicated access facility
(DAF).
- Network port charge per DAF.
- Flat monthly usage charge.
o Non-recurring charges
Installation charge per DAF.
ONE-to-ONE Configurations
Unlike static leased lines, each ONE-to-ONE site can take advantage of the
global reach of SprintNet, with bidirectional access to or from all SprintNet
locations as well as networks in more than 100 countries. For access to
locations other than the specified point-to-point location, standard rates
apply.
Customers may contract for more than a single ONE-to-ONE connection at any
location. ONE-to-ONE is primarily available to customers who require
connectivity either between two non U.S. locations, or a U.S. location and a non
U.S. location. Customers who require ONE-to-ONE connectivity between two
locations within the U.S. only, must submit a special pricing request.
The flat monthly rate depends upon:
o Service level (national, regional or global).
o Connection speed (9.6 kbps - 256 kbps; varies by country).
o Location.
* CONFIDENTIAL TREATMENT REQUESTED
- --------------------------------------------------------------------------------
Bridge B-20 6/26/96
<PAGE>
ALL-to-ALL Configurations
Global ports can do the following without incurring additional traffic charges,
assuming a customer-specific network configuration:
o Initiate calls with any other defined global, regional or
national ALL-to-ALL port.
o Initiate calls to an All-to-ONE hub port belonging to the same
customer.
ALL-to-ALL permits customers to combine service levels. A large user can create
regional and global networks. Whether a traffic charge is incurred depends upon
the call initiator's port classification and the geographic boundaries the call
crosses.
<TABLE>
<CAPTION>
GDC
SPEED INSTALL MONTHLY PROMOTIONAL
<S> <C> <C> <C>
4.8 * * *
9.6 * * *
19.2 * * *
56 kb * + telco + CPE * + telco + CPE
112/128 kbps * + telco + CPE * + telco + CPE
224/256 kbps * + telco + CPE * + telco + CPE
<CAPTION>
GDC - PITAP
SPEED INSTALL MONTHLY
<C> <C> <C>
9.6 analog * *
9.6 digital * * cs
19.2 analog * *
56 kb * *
112/128 kb * *
224/256 kb * *
<CAPTION>
CUSTOMLINK (DOMESTIC X.25)
SPEED INSTALL MONTHLY
<C> <C> <C>
9.6 * *
19.2 * *
56 kb * * + telco + CPE
112/128 kb * * + telco + CPE
224/256 kb * * + telco + CPE
</TABLE>
All prices shown above are for 90-day rates.
* CONFIDENTIAL TREATMENT REQUESTED
- --------------------------------------------------------------------------------
Bridge B-21 6/26/96
<PAGE>
<TABLE>
<CAPTION>
GLOBAL LIST PRICES
- ---------------------------------------------------------------------------------------------------------------------
Global Frame Relay and Global SprintNet
Zone Pricing Matrix
- ---------------------------------------------------------------------------------------------------------------------
All Countries have Global SprintNet AND Global Frame Relay
services unless otherwise noted
- ------------------- -------------------- -------------------- ----------------- -------------------- ----------------
REGION ZONE 1 ZONE 2 ZONE 3 ZONE 4 ZONE 5
- ------------------- -------------------- -------------------- ----------------- -------------------- ----------------
<S> <C> <C> <C> <C> <C>
North America Contiguous US Alaska Puerto Rico Canada
(CONUS) Hawaii Mexico*
- ------------------- -------------------- -------------------- ----------------- -------------------- ----------------
Europe UK (England and Austria Bulgaria* Russia (CIS)* Denmark*
Scotland) Belgium Hungary* Latvia (CIS)* Norway
France Greece* Ukrain (CIS)* Sweden*
Germany Uzbekistan Finland
Ireland (CIS)* Lithuania*
Italy Kazakhstan
Luxembourg (CIS)*
Netherlands Extonia (CIS)*
Portugal* Romania*
Spain Armenia*
Switzerland
- ------------------- -------------------- -------------------- ----------------- -------------------- ----------------
Asia Pacific Japan Australia Taiwan* Guam*
New Zealand Singapore*
Hong Kong Indonesia*
Korea
Phillipines*
Malaysia
- ------------------- -------------------- -------------------- ----------------- -------------------- ----------------
Mid-East Africa, Israel* Nigeria* Kuwait*
Ctr. Asia
- ------------------- -------------------- -------------------- ----------------- -------------------- ----------------
Latin America & Venezuela*
Carrib. Peru*
Columbia*
- ------------------- -------------------- -------------------- ----------------- -------------------- ----------------
</TABLE>
All Countries have Global SprintNet AND Global Frame Relay services unless
otherwise noted
- --------------------------------------------------------------------------------
Bridge B-22 6/26/96
<PAGE>
<TABLE>
<CAPTION>
Custom Link Series - All-to-One Spoke Pricing
Line Speed 9.6 Kbps
PLEASE SEE COUNTRY PRICING MATRIX FOR CURRENT COUNTRY ZONES.
- -------------------------------------------------------------------------------------------------------------------
Monthly Charge = ALC + Flat Rate Usage (Port Charges are included)
- -------------------------------------------------------------------------------------------------------------------
9.6 Kbps Spoke Pricing for Spokes in all locations**
- -------------------- ----------------------------------------------- ----------------------------------------------
Region/ North America Europe
Zone 1 2 3 4 5 1 2 3 4 5
- -------------------- -------- -------- --------- -------- ---------- ------- --------- -------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 700 950 550 1000 1200 1400 2000 1200
North 2 700 700 1100 650 1300 1400 1600 2100 1400
Amer. 3 950 1100 700 1400 1500 1700 2300 1500
4 550 650 550 1000 1200 1400 2000 1200
5
- -------------------- -------- -------- --------- -------- ---------- ------- --------- -------- --------- ---------
1 1000 1300 1400 1000 850 1050 1400 850
2 1200 1400 1500 1200 850 850 1050 1400 850
Europe 3 1400 1600 1700 1400 1050 1050 1050 1400 1050
4 2000 2100 2300 2000 1400 1400 1400 1400 1400
5 1200 1400 1500 1200 850 850 1050 1400 850
- -------------------- -------- -------- --------- -------- ---------- ------- --------- -------- --------- ---------
1 1300 1500 1700 1300 1400 1400 1700 2300 1400
Asia 2 1500 1700 1900 1500 1600 1600 1900 2300 1600
Pacific 3
4 1800 2000 2200 1800 1900 1900 2200 2300 1900
5 1300 1500 1600 1300 1900 1900 2200 2300 1900
- -------------------- -------- -------- --------- -------- ---------- ------- --------- -------- --------- ---------
1 1700 1900 2100 1700 2000 2000 2200 2400 2000
MidEast 2 3000 3200 3400 3000 2100 2200 2500 3000 2200
Africa 3 2400 2500 2600 2400 2500 2600 2700 3300 2600
Asia 4
5
- -------------------- -------- -------- --------- -------- ---------- ------- --------- -------- --------- ---------
1
L Amer 2 1300 1400 1500 1300 1400 1500 1800 2400 1500
& 3
Caribb 4
5
- -------------------- -------- -------- --------- -------- ---------- ------- --------- -------- --------- ---------
</TABLE>
- --------------------------------------------------------------------------------
Bridge B-23 6/26/96
<PAGE>
<TABLE>
<CAPTION>
- -------------------- ----------------------------------------------- ----------------------------------------------
Region/ Asia/Pacific Mid East/Africa/Asia
Zone 1 2 3 4 5 1 2 3 4 5
- -------------------- -------- -------- --------- -------- ---------- ------- --------- -------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 1300 1500 1800 1300 1700 3000 2400
North 2 1500 1700 2000 1500 1900 3200 2500
Amer. 3 1700 1900 2200 1600 2100 3400 2600
4 1300 1500 1800 1300 1700 3000 2400
5
- -------------------- -------- -------- --------- -------- ---------- ------- --------- -------- --------- ---------
1 1400 1600 1900 1900 2000 2100 2500
2 1400 1600 1900 1900 2000 2200 2600
Europe 3 1700 1900 2200 2200 2200 2500 2700
4 2300 2300 2300 2300 2400 3000 3300
5 1400 1600 1900 1900 2000 2200 2600
- -------------------- -------- -------- --------- -------- ---------- ------- --------- -------- --------- ---------
1 1700 1900 1900 1900 3500 2500
Asia 2 1700 900 2000 2000 2000 3700 2600
Pacific 3
4 1900 2000 2200 2200 2400 3700 2600
5 1900 2000 2200 2400 3600 2600
- -------------------- -------- -------- --------- -------- ---------- ------- --------- -------- --------- ---------
1 1900 2000 2400 2400 1500 1900
MidEast 2 3500 3700 3700 3600 1500 1500
Africa 3 2500 2600 2600 2600 1900 1500 700
Asia 4
5
- -------------------- -------- -------- --------- -------- ---------- ------- --------- -------- --------- ---------
1
L Amer 2 1500 1500 1700 1700 2200 3200 2700
& 3
Caribb 4
5
- -------------------- -------- -------- --------- -------- ---------- ------- --------- -------- --------- ---------
</TABLE>
- --------------------------------------------------------------------------------
Bridge B-24 6/26/96
<PAGE>
<TABLE>
<CAPTION>
- -------------------- -----------------------------------------------
Region/ L Amer & Caribb
Zone 1 2 3 4 5
- -------------------- -------- -------- --------- -------- ----------
<S> <C> <C> <C> <C> <C>
1 1300
North 2 1400
Amer. 3 1500
4 1300
5
- -------------------- -------- -------- --------- -------- ----------
1 1400
2 1500
Europe 3 1800
4 2400
5 1500
- -------------------- -------- -------- --------- -------- ----------
1 1500
Asia 2 1500
Pacific 3
4 1700
5 1700
- -------------------- -------- -------- --------- -------- ----------
1 2200
MidEast 2 3200
Africa 3 2700
Asia 4
5
- -------------------- -------- -------- --------- -------- ----------
1
L Amer 2 700
& 3
Caribb 4
5
- -------------------- -------- -------- --------- -------- ----------
</TABLE>
** Installation, Access Line ChargeS (ALC) also apply. Prices include Port and
Traffic.
Matrix represents traffic between countries.
- --------------------------------------------------------------------------------
Bridge B-25 6/26/96
<PAGE>
<TABLE>
<CAPTION>
Custom Link Series - All-to-One Spoke Pricing
Line Speed 14.4 Kbps
PLEASE SEE COUNTRY PRICING MATRIX FOR CURRENT COUNTRY ZONES.
- -------------------------------------------------------------------------------------------------------------------
Monthly Charge = ALC + Flat Rate Usage
- -------------------------------------------------------------------------------------------------------------------
14.4 Kbps Spoke Pricing for Spokes in all locations**
- -------------------- ----------------------------------------------- ----------------------------------------------
Region/ North America Europe
Zone 1 2 3 4 5 1 2 3 4 5
- -------------------- -------- -------- --------- -------- ---------- ------- --------- -------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 900 1150 1200 1400 1600 2300 1400
North 2 900 900 1300 1500 1600 1800 2400 1600
Amer. 3 1150 1300 900 1600 1700 1900 2700 1700
4
5
- -------------------- -------- -------- --------- -------- ---------- ------- --------- -------- --------- ---------
1 1200 1500 1600 900 1050 1250 1700 1050
2 1400 1600 1700 1050 1050 1250 1700 1050
Europe 3 1600 1800 1900 1250 1250 1250 1700 1250
4 2300 2400 2700 1700 1700 1700 1700 1700
5 1400 1600 1700 1050 1050 1250 1700 1050
- -------------------- -------- -------- --------- -------- ---------- ------- --------- -------- --------- ---------
1 1500 1700 1900 1600 1600 1900 2800 1600
Asia 2 1700 1900 2100 1800 1800 2100 2800 1800
Pacific 3
4 2000 2200 2400 2100 2100 2400 2800 2100
5 1500 1700 1800 2100 2100 2400 2500 2100
- -------------------- -------- -------- --------- -------- ---------- ------- --------- -------- --------- ---------
1 1900 2100 2300 2200 2200 2400 2600 2200
MidEast 2
Africa 3 2600 2700 2800 2700 2800 2900 3700 2800
Asia 4
5
- -------------------- -------- -------- --------- -------- ---------- ------- --------- -------- --------- ---------
1
L Amer 2 1500 1600 1700 1600 1700 2000 2600 1700
& 3
Caribb 4
5
- -------------------- -------- -------- --------- -------- ---------- ------- --------- -------- --------- ---------
</TABLE>
- --------------------------------------------------------------------------------
Bridge B-26 6/26/96
<PAGE>
<TABLE>
<CAPTION>
- -------------------- ----------------------------------------------- ----------------------------------------------
Region/ Asia/Pacific Mid East/Africa/Asia
Zone 1 2 3 4 5 1 2 3 4 5
- -------------------- -------- -------- --------- -------- ---------- ------- --------- -------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 1550 1700 2000 1500 1900 2600
North 2 1700 1900 2200 1700 2100 2700
Amer. 3 1900 2100 2400 1800 2300 2800
4
5
- -------------------- -------- -------- --------- -------- ---------- ------- --------- -------- --------- ---------
1 1600 1800 2100 2100 2200 2700
2 1600 1800 2100 2100 2200 2800
Europe 3 1900 2100 2400 2400 2400 2900
4 2800 2800 2800 2500 2600 3700
5 1600 1800 2100 2100 2200 2800
- -------------------- -------- -------- --------- -------- ---------- ------- --------- -------- --------- ---------
1 900 1900 2100 2100 2100 2700
Asia 2 1900 1100 2200 2200 2200 2800
Pacific 3
4 2100 2200 2400 2400 2600 2800
5 2100 2200 2400 2600 2800
- -------------------- -------- -------- --------- -------- ---------- ------- --------- -------- --------- ---------
1 2100 2200 2600 2600 900 2100
MidEast 2
Africa 3 2700 2800 2800 2800 2100 900
Asia 4
5
- -------------------- -------- -------- --------- -------- ---------- ------- --------- -------- --------- ---------
1
L Amer 2 1700 1700 1900 1900 2400 2900
& 3
Caribb 4
5
- -------------------- -------- -------- --------- -------- ---------- ------- --------- -------- --------- ---------
</TABLE>
- --------------------------------------------------------------------------------
Bridge B-27 6/26/96
<PAGE>
<TABLE>
<CAPTION>
- -------------------- -----------------------------------------------
Region/ L Amer & Caribb
Zone 1 2 3 4 5
- -------------------- -------- -------- --------- -------- ----------
<S> <C> <C> <C> <C> <C>
1 1500
North 2 1600
Amer. 3 1700
4
5
- -------------------- -------- -------- --------- -------- ----------
1 1600
2 1700
Europe 3 2000
4 2600
5 1700
- -------------------- -------- -------- --------- -------- ----------
1 1700
Asia 2 1700
Pacific 3
4 1900
5 1900
- -------------------- -------- -------- --------- -------- ----------
1 2400
MidEast 2
Africa 3 2900
Asia 4
5
- -------------------- -------- -------- --------- -------- ----------
1
L Amer 2 900
& 3
Caribb 4
5
- -------------------- -------- -------- --------- -------- ----------
</TABLE>
!!!! INTRA COUNTRY SPOKE RATES ARE * !!!!
** Installation, ALC charges also apply. Prices include port and traffic.
- --------------------------------------------------------------------------------
Bridge B-28 6/26/96
<PAGE>
<TABLE>
<CAPTION>
Custom Link All-to-One Spoke Pricing
Line Speed 19.2 Kbps
PLEASE SEE COUNTRY PRICING MATRIX FOR CURRENT COUNTRY ZONES.
- --------------------------------------------------------------------------------------------------------
Monthly Charge = ALC + Flat Rate Usage Charge
- --------------------------------------------------------------------------------------------------------
19.2 Kbps Spoke Pricing for Spokes in all destinations**
- -------------------- ------------------------------------ ----------------------------------------------
Region/ North America Europe
Zone 1 2 3 4 1 2 3 4 5
- -------------------- -------- -------- --------- -------- -------- -------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 1100 1350 700 1400 1600 1800 2500 1600
North 2 1100 1100 1500 800 1700 1800 2000 2600 1800
Amer. 3 1350 1500 1100 1800 1900 2100 2900 1900
4 700 800 700 1400 1600 1800 2500 1600
- -------------------- -------- -------- --------- -------- -------- -------- --------- -------- ---------
1 1400 1700 1800 1400 1100 1250 1450 1900 1250
2 1600 1800 1900 1600 1250 1250 1450 1900 1250
Europe 3 1800 2000 2100 1800 1450 1450 1450 1900 1450
4 2500 2600 2900 2500 1900 1900 1900 1900 1900
5 1600 1800 1900 1600 1250 1250 1450 1900 1250
- -------------------- -------- -------- --------- -------- -------- -------- --------- -------- ---------
1 1700 1900 2100 1700 1800 1800 2100 3000 1800
Asia 2 1900 2100 2300 1900 2000 2000 2300 3000 2000
Pacific 3
4 2200 2400 2600 2200 2300 2300 2600 3000 2300
5 1700 1900 2000 1700 2300 2300 2600 2700 2300
- -------------------- -------- -------- --------- -------- -------- -------- --------- -------- ---------
1 2100 2300 2500 2100 2400 2400 2600 2800 2400
MidEast 2
Africa 3 2800 2900 3000 2800 2900 3000 3100 3900 3000
Central 4
Asia 5
- -------------------- -------- -------- --------- -------- -------- -------- --------- -------- ---------
1
L Amer 2
& 3
Caribb 4
5
- -------------------- -------- -------- --------- -------- -------- -------- --------- -------- ---------
</TABLE>
- --------------------------------------------------------------------------------
Bridge B-29 6/26/96
<PAGE>
<TABLE>
<CAPTION>
- -------------------- ----------------------------------------------- ----------------------------------------------
Region/ Asia/Pacific Mid East/Africa/Cent Asia
Zone 1 2 3 4 5 1 2 3 4 5
- -------------------- -------- -------- --------- -------- ---------- ------- --------- -------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 1700 1900 2200 1700 2100 2800
North 2 1900 2100 2400 1900 2300 2900
Amer. 3 2100 2300 2600 2000 2500 3000
4 1700 1900 2200 1700 2100 2800
- -------------------- -------- -------- --------- -------- ---------- ------- --------- -------- --------- ---------
1 1800 2000 2300 2300 2400 2900
2 1800 2000 2300 2300 2400 3000
Europe 3 2100 2300 2600 2600 2600 3100
4 3000 3000 3000 2700 2800 3900
5 1800 2000 2300 2300 2400 3000
- -------------------- -------- -------- --------- -------- ---------- ------- --------- -------- --------- ---------
1 1100 2100 2300 2300 2300 2900
Asia 2 2100 1300 2400 2400 2400 3000
Pacific 3
4 2300 2400 2600 2600 2800 3000
5 2300 2400 2600 2800 3000
- -------------------- -------- -------- --------- -------- ---------- ------- --------- -------- --------- ---------
1 2300 2400 2800 2800 1100 2300
MidEast 2
Africa 3 2900 3000 3000 3000 2300 1100
Asia 4
5
- -------------------- -------- -------- --------- -------- ---------- ------- --------- -------- --------- ---------
1
L Amer 2
& 3
Caribb 4
5
- -------------------- -------- -------- --------- -------- ---------- ------- --------- -------- --------- ---------
</TABLE>
!!!! INTRA COUNTRY SPOKE RATES ARE * except Canada is *!!!!
** Installation, ALC charges also apply. Prices include port and traffic.
See Domestic Rate Schedule for all Intra-Country prices.
- --------------------------------------------------------------------------------
Bridge B-30 6/26/96
<PAGE>
<TABLE>
<CAPTION>
Custom Link All-to-One Spoke Pricing
Line Speed 64 Kbps
PLEASE SEE COUNTRY PRICING MATRIX FOR CURRENT COUNTRY ZONES.
- --------------------------------------------------------------------------------------------------------
Monthly Charge = ALC + Flat Rate Usage Charge
- --------------------------------------------------------------------------------------------------------
64 Kbps Spoke Pricing for Spokes between all destinations**
- -------------------- ------------------------------------ ----------------------------------------------
Region/ North America Europe
Zone 1 2 3 4 1 2 3 4 5
- -------------------- -------- -------- --------- -------- -------- -------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 1500 1750 900 1800 2000 2200 2900 2000
North 2 1500 1500 1900 1000 2100 2200 2400 3000 2200
Amer. 3 1750 1900 1500 2200 2300 2500 3300 2300
4 900 1000 900 1800 2000 2200 2900 2000
- -------------------- -------- -------- --------- -------- -------- -------- --------- -------- ---------
1 1800 2100 2200 1800 1500 1500 1850 2300 1500
2 2000 2200 2300 2000 1500 1500 1850 2300 1500
Europe 3 2200 2400 2500 2200 1850 1850 1850 2300 1850
4 2900 3000 3300 2900 2300 2300 2300 2300 2300
5 2000 2200 2300 2000 1500 1500 1850 2300 1500
- -------------------- -------- -------- --------- -------- -------- -------- --------- -------- ---------
1 2100 2300 2500 2100 2200 2200 2500 3400 2200
Asia 2 2300 2500 2700 2300 2400 2400 2700 3400 2200
Pacific 3
4 2600 2800 3000 2600 2700 2700 3000 3400 2700
5 2100 2300 2400 2100 2700 2700 3000 3100 2700
- -------------------- -------- -------- --------- -------- -------- -------- --------- -------- ---------
1 2500 2700 2900 2500 2800 2800 3000 3200 2800
MidEast 2
Africa 3
Central 4
Asia 5
- -------------------- -------- -------- --------- -------- -------- -------- --------- -------- ---------
1
L Amer 2
& 3
Caribb 4
5
- -------------------- -------- -------- --------- -------- -------- -------- --------- -------- ---------
</TABLE>
- --------------------------------------------------------------------------------
Bridge B-31 6/26/96
<PAGE>
<TABLE>
<CAPTION>
- -------------------- ----------------------------------------------- ----------------------------------------------
Region/ Asia/Pacific Mid East/Africa/Cent Asia
Zone 1 2 3 4 5 1 2 3 4 5
- -------------------- -------- -------- --------- -------- ---------- ------- --------- -------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 2100 2300 2600 2100 2500
North 2 2300 2500 2800 2300 2700
Amer. 3 2500 2700 3000 2400 2900
4 2100 2300 2600 2100 2500
- -------------------- -------- -------- --------- -------- ---------- ------- --------- -------- --------- ---------
1 2200 2400 2700 2700 2800
2 2200 2400 2700 2700 2800
Europe 3 2500 2700 3000 3000 3000
4 3400 3400 3400 3100 3200
5 2200 2400 2700 2700 2800
- -------------------- -------- -------- --------- -------- ---------- ------- --------- -------- --------- ---------
1 1500 2500 2700 2700 2700
Asia 2 2500 1700 2800 2800 2800
Pacific 3
4 2700 2800 3000 3000 3200
5 2700 2800 3000 3200
- -------------------- -------- -------- --------- -------- ---------- ------- --------- -------- --------- ---------
1 2700 2800 3200 3200
MidEast 2
Africa 3
Central 4
Asia 5
- -------------------- -------- -------- --------- -------- ---------- ------- --------- -------- --------- ---------
1
L Amer 2
& 3
Caribb 4
5
- -------------------- -------- -------- --------- -------- ---------- ------- --------- -------- --------- ---------
</TABLE>
!!!! INTRA COUNTRY SPOKE RATES ARE * except Canada is * !!!!
** Installation, ALC charges also apply. Prices include port and traffic.
See Domestic Rate Schedule for all Intra-Country prices.
- --------------------------------------------------------------------------------
Bridge B-32 6/26/96
<PAGE>
<TABLE>
<CAPTION>
Monthly Charges
One Time Total Charges
Charges
SprintNet
Service Installation
- -------------------- ------------------ ------------- --------------------- --------------------- -----------------------
X.25 SERVICE
-----------------------
Origination Destination Access TP Port Access
City Country Dist co City Country Speed Protocol Line Traffic
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Sidney Australia AAPR St. United 300 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Sidney Australia AAPR St. United 300 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Sidney Australia AFR St. United 1200 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Sidney Australia AFR St. United 1200 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Sidney Australia SFE St. United 2400 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Sidney Australia SFE St. United 2400 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Austria VSE St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Austria VSE St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Brussels Belgium BSE St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Brussels Belgium BSE St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
London United Kingdom BARC St. United 300 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
London United Kingdom BARC St. United 300 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
London United Kingdom CAPE St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
London United Kingdom CAPE St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
London United Kingdom EXTEL St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
London United Kingdom EXTEL St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
London United Kingdom FINSTA St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
London United Kingdom GWM St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
London United Kingdom GWM St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
London United Kingdom IPE St. United 2.4. Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
<CAPTION>
One Time Total Charges
Service
- -------------------- ------------------ --------------------- ------------ -------------- --------------
X.75 SERVICE
-------- ------------
Origination Per Per Access Monthly Non
City Country Hour Kilosg- Line Recurring Recurring
ment
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Sidney Australia - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Sidney Australia - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Sidney Australia - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Sidney Australia - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Sidney Australia - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Sidney Australia - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Austria - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Austria - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Brussels Belgium - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Brussels Belgium - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
London United Kingdom - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
London United Kingdom - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
London United Kingdom - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
London United Kingdom - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
London United Kingdom - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
London United Kingdom - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
London United Kingdom - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
London United Kingdom - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
London United Kingdom - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
London United Kingdom - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
</TABLE>
B-33
<PAGE>
<TABLE>
<CAPTION>
Monthly Charges
One Time Total Charges
Charges
SprintNet
Service Installation
- -------------------- ------------------ ------------- --------------------- --------------------- -----------------------
X.25 SERVICE
-----------------------
Origination Destination Access TP Port Access
City Country Dist co City Country Speed Protocol Line Traffic
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
London United Kingdom LIFFE1 St. United 19.2 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
London United Kingdom LIFFE2 St. United 19.2 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
London United Kingdom LME St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
London United Kingdom LME St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
London United Kingdom NWB1 St. United 300 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
London United Kingdom NWB1 St. United 300 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
London United Kingdom OM St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
London United Kingdom SMNCLN St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
London United Kingdom SMNCLN St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
London United Kingdom VWB St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Paris France MATIF St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Paris France MATIF St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
England SBID St. United 64 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Hong Kong Hong Kong HKFE St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Hong Kong Hong Kong HKFE St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Hong Kong Hong Kong HKSB St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Hong Kong Hong Kong HKSE St. United 19.2 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Hong Kong Hong Kong HKSE St. United 19.2 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Indonesia JSEX St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Italy MILAN St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Italy MILAN St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Tokyo Japan JASDAQ St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Tokyo Japan JASDAQ St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
</TABLE>
* CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
<TABLE>
<CAPTION>
One Time Total Charges
Service
- -------------------- ------------------ --------------------- ------------ -------------- --------------
X.75 SERVICE
-------- ------------
Origination Per Per Access Monthly Non
City Country Hour Kilosg- Line Recurring Recurring
ment
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
London United Kingdom - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
London United Kingdom - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
London United Kingdom - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
London United Kingdom - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
London United Kingdom - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
London United Kingdom - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
London United Kingdom - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
London United Kingdom - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
London United Kingdom - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
London United Kingdom - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Paris France - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Paris France - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
England - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Hong Kong Hong Kong - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Hong Kong Hong Kong - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Hong Kong Hong Kong - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Hong Kong Hong Kong - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Hong Kong Hong Kong - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Indonesia - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Italy - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Italy - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Tokyo Japan - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Tokyo Japan - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
</TABLE>
* CONFIDENTIAL TREATMENT REQUESTED
B-34
<PAGE>
<TABLE>
<CAPTION>
Monthly Charges
One Time Total Charges
Charges
SprintNet
Service Installation
- -------------------- ------------------ ------------- --------------------- --------------------- -----------------------
X.25 SERVICE
-----------------------
Origination Destination Access TP Port Access
City Country Dist co City Country Speed Protocol Line Traffic
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Tokyo Japan JBT St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Tokyo Japan JBT St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Tokyo Japan JBW St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Tokyo Japan NEN St. United 2.4 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Tokyo Japan TCE St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Tokyo Japan TCE St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Tokyo Japan TIFFE St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Tokyo Japan TIFFE St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Lisbon Portugal LISBON St. United 10.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Malaysia BRNMA St. United 1.2 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Malaysia BRNMA St. United 1.2 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Malaysia KLSE St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Malaysia KLSE St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Mexico BANAMEX St. United 2.4 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Mexico BLFIN St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Amsterdam Netherlands AMSE St. United 19.2 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Amsterdam Netherlands AMSE St. United 19.2 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Amsterdam Netherlands EOE St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Amsterdam Netherlands EOE St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
New Zealand NZSE St. United 2.4 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Singapore Singapore SESX St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Singapore Singapore SESX St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Singapore Singapore SIMEX St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
<CAPTION>
One Time Total Charges
Service
- -------------------- ------------------ --------------------- ------------ -------------- --------------
X.75 SERVICE
-------- ------------
Origination Per Per Access Monthly Non
City Country Hour Kilosg- Line Recurring Recurring
ment
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Tokyo Japan - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Tokyo Japan - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Tokyo Japan - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Tokyo Japan - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Tokyo Japan - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Tokyo Japan - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Tokyo Japan - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Tokyo Japan - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Lisbon Portugal - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Malaysia - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Malaysia - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Malaysia - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Malaysia - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Mexico - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Mexico - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Amsterdam Netherlands - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Amsterdam Netherlands - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Amsterdam Netherlands - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Amsterdam Netherlands - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
New Zealand - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Singapore Singapore - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Singapore Singapore - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Singapore Singapore - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
</TABLE>
* CONFIDENTIAL TREATMENT REQUESTED
B-35
<PAGE>
<TABLE>
<CAPTION>
Monthly Charges
One Time Total Charges
Charges
SprintNet
Service Installation
- -------------------- ------------------ ------------- --------------------- --------------------- -----------------------
X.25 SERVICE
-----------------------
Origination Destination Access TP Port Access
City Country Dist co City Country Speed Protocol Line Traffic
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Singapore Singapore SIMEX St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Singapore Singapore SPHLSG St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Johannesburg South Africa _SE St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Madrid Spain MSE St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Madrid Spain MSE St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Stockholm Sweden NORDQT St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Stockholm Sweden NORDQT St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Stockholm Sweden NORDQT St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Bangkok Thailand St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Canada ZZBRHQ St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Canada ZZBRHQ St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Canada ZZMOSL St. United 19.2 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Canada ZZBRHQ St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Canada ZZBRHQ St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Canada ZZMOSL St. United 19.2 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Canada ZZBRHQ St. United 1.2 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Canada ZZNYNY St. United 1.2 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Ireland St. United 9.6 Async * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
United Kingdom TELEK St. United 9.6 Bisync * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
United Kingdom TELEK St. United 9.6 Bisync * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Japan TKSEX St. United 64 Bisync/EB * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Tokyo Japan TKSEX St. United 64 Bisync/EB * *
Louis States CDIC
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
<CAPTION>
One Time Total Charges
Service
- -------------------- ------------------ --------------------- ------------ -------------- --------------
X.75 SERVICE
-------- ------------
Origination Per Per Access Monthly Non
City Country Hour Kilosg- Line Recurring Recurring
ment
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Singapore Singapore - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Singapore Singapore - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Johannesburg South Africa * * * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Madrid Spain - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Madrid Spain - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Stockholm Sweden - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Stockholm Sweden - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Stockholm Sweden - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Bangkok Thailand * * * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Canada - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Canada - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Canada - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Canada - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Canada - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Canada - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Canada - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Canada - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Ireland - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
United Kingdom - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
United Kingdom - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Japan - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Tokyo Japan - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
</TABLE>
* CONFIDENTIAL TREATMENT REQUESTED
B-36
<PAGE>
<TABLE>
<CAPTION>
Monthly Charges
One Time Total Charges
Charges
SprintNet
Service Installation
- -------------------- ------------------ ------------- --------------------- --------------------- -----------------------
X.25 SERVICE
-----------------------
Origination Destination Access TP Port Access
City Country Dist co City Country Speed Protocol Line Traffic
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Taipei Taiwan TWSE St. United 2.4 Async- * *
Louis States Dial
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Sydney Australia ASX St. United 9.6 X.25 * *
Louis Stated
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Sydney Australia ASX St. United 9.6 X.25 * *
Louis Stated
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
London United Kingdom AO St. United 64 X.25 * *
Louis Stated
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
London United Kingdom BO St. United 64 X.25 * *
Louis Stated
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
London United Kingdom A1 St. United 64 X.25 * *
Louis Stated
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
London United Kingdom B1 St. United 64 X.25 * *
Louis Stated
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Frankfurt Germany DTBF St. United 64 X.25 * *
Louis Stated
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Frankfurt Germany DTBF St. United 64 X.25 * *
Louis Stated
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Frankfurt Germany TPF St. United 19.2 X.25 * *
Louis Stated
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Frankfurt Germany TPF St. United 19.2 X.25 * *
Louis Stated
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Mexico BOLSA St. United 9.6 X.25 * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Switzerland ATB St. United 64 X.25 * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Switzerland ATB St. United 64 X.25 * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
Paulo Brazil St. United 9.6 X.75 * *
Louis States
- -------------------- ------------------ ------------- --------- ----------- --------- ----------- ----------- -----------
- -------------------- ------------------ ------------- --------- --------------------------------- ----------- -----------
TOTALS * *
- -------------------- ------------------ ------------- --------- --------------------------------- ----------- -----------
* CONFIDENTIAL TREATMENT REQUESTED
<CAPTION>
One Time Total Charges
Service
- -------------------- ------------------ --------------------- ------------ -------------- --------------
X.75 SERVICE
-------- ------------
Origination Per Per Access Monthly Non
City Country Hour Kilosg- Line Recurring Recurring
ment
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Taipei Taiwan - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Sydney Australia - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Sydney Australia - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
London United Kingdom - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
London United Kingdom - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
London United Kingdom - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
London United Kingdom - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Frankfurt Germany - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Frankfurt Germany - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Frankfurt Germany - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Frankfurt Germany - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Mexico - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Switzerland - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Switzerland - - * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
Paulo Brazil * * * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
* * * * *
- -------------------- ------------------ -------- ------------ ------------ -------------- --------------
</TABLE>
RATES: Async = 83
X.25 = 14
Bisync = 4
Pricing provided is in US dollars
Access Line Installation charges include access line installation and port
installation
Access line charges are budgetary
Value added tax (VAT) is not included in pricing
Service is subject to availability at time of order
* Service charges noted but not included in totals
* CONFIDENTIAL TREATMENT REQUESTED
B-37
EXHIBIT 10.18
AMENDMENT FIVE
TO THE
MANAGED NETWORK AGREEMENT
BETWEEN
SPRINT COMMUNICATIONS COMPANY, L.P.
AND
BRIDGE DATA COMPANY
CONFIDENTIAL MATERIALS HAVE BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT AND HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.
The Managed Network Agreement ("Agreement") between Sprint Communications
Company, L.P. ("Sprint") and Bridge Data Company ("Bridge"), having an effective
date of March 1, 1995, as amended, is hereby further amended as set forth below.
WHEREAS, Sprint and Bridge have previously entered into an Agreement for the
provision of managed network services; and
WHEREAS, Sprint and Bridge desire to amend the Agreement.
NOW THEREFORE, the parties mutually agree to the following:
1. Attachment B. The following changes are hereby made to Attachment B:
a) DOMESTIC PRICING Section I. Equipment - Purchase Price. Add the
following equipment to the list of equipment.
<TABLE>
<CAPTION>
Model Description List Price Net Price
----- ----------- ---------- ---------
<S> <C> <C> <C>
AE1001010 BayNetworks ANH $2245 $1459.25
8 Port Router
88039901 DB25M-DB25F Cable $29 $29
</TABLE>
b) DOMESTIC PRICING Section I. Equipment - Purchase Price. Model
AE008017 should now read Model AE008023.
c) DOMESTIC PRICING Section I. Equipment - Purchase Price. The list
price and net price for the Model 7919 BayNetworks Power Cord (2)
should now be N/C.
d) DOMESTIC PRICING Section I. Equipment - Purchase Price Note 4.)
Add (1) T-Connector.
e) GLOBAL PRICING Section III. Pricing for Canada. A - Equipment
Installation. Price should now be * per site. Delete the words
"and configured" from 2).
* CONFIDENTIAL TREATMENT REQUESTED
Bridge/Sprint Confidential -1- 11/21/96
<PAGE>
f) GLOBAL PRICING Section III. Pricing for Canada . B - Equipment
Maintenance/Management. Delete this entire section and insert the
following language: "Equipment Maintenance and Management in
Canada are the responsibility of Bridge."
2. All other terms and conditions of the Agreement shall remain in full
force and effect, except as expressly stated herein.
IN WITNESS WHEREOF, the parties have executed this Amendment Six as of the date
of the last signature below.
SPRINT COMMUNICATIONS CO., L.P. BRIDGE DATA COMPANY
/s/ George Putney /s/ Robert McCormick
- ------------------------------- ---------------------------------
Signature Signature
George Putney Robert McCormick
- ------------------------------- ---------------------------------
Printed Name Printed Name
Branch Manager Executive Vice President
- ------------------------------- ---------------------------------
Title Title
12/05/96 12/06/96
- ------------------------------- ---------------------------------
Date Date
Bridge/Sprint Confidential -2- 11/21/96
EXHIBIT 10.19
AMENDMENT SIX
TO THE
MANAGED NETWORK AGREEMENT
BETWEEN
SPRINT COMMUNICATIONS COMPANY, L.P.
AND
BRIDGE DATA COMPANY
CONFIDENTIAL MATERIALS HAVE BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT AND HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.
The Managed Network Agreement ("Agreement") between Sprint Communications
Company, L.P. ("Sprint") and Bridge Data Company ("Bridge"), having an effective
date of March 1, 1995, as amended, is hereby further amended as set forth below.
WHEREAS, Sprint and Bridge have previously entered into an Agreement for the
provision of managed network services; and
WHEREAS, Sprint and Bridge desire to amend the Agreement.
NOW THEREFORE, the parties mutually agree to the following:
1. Attachment B. The following item is hereby incorporated into Attachment
B - MISCELLANEOUS CHARGES:
III. CD-ROM CHARGES
Provides electronic format for Frame Relay Billing
Customer's monthly recurring charge for receipt of it's
invoice on CD-ROM is *
2. All other terms and conditions of the Agreement shall remain in full
force and effect, except as expressly stated herein.
IN WITNESS WHEREOF, the parties have executed this Amendment Five as of the date
of the last signature below.
SPRINT COMMUNICATIONS CO., L.P. BRIDGE DATA COMPANY
/s/ George Putney /s/ Kevin J. Schott
- ---------------------------------- ----------------------------------
Signature Signature
George Putney Kevin J. Schott
- ---------------------------------- ----------------------------------
Printed Name Printed Name
Branch Manager Vice President/Controller
- ---------------------------------- ----------------------------------
Title Title
5/23/97 5/23/97
- ---------------------------------- ----------------------------------
Date Date
* CONFIDENTIAL TREATMENT REQUESTED
Bridge/Sprint Confidential -1-
EXHIBIT 10.20
CONFIDENTIAL MATERIALS HAVE BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT AND HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.
AMENDMENT SEVEN
TO THE
MANAGED NETWORK AGREEMENT
BETWEEN
SPRINT COMMUNICATIONS COMPANY L.P.
AND
BRIDGE DATA COMPANY
The Managed Network Agreement ("Agreement") between Sprint Communications
Company L.P. ("Sprint") and Bridge Data Company ("Bridge"), having an effective
date of March 1, 1995, as amended, is hereby further amended as set forth below.
WHEREAS, Sprint and Bridge have previously entered into an Agreement for the
provision of Sprint Frame Relay Service and Sprint Managed Network Services; and
WHEREAS, Sprint and Bridge desire to extend the Agreement for an additional
three (3) year period.
NOW THEREFORE, the parties mutually agree to the following:
1. Section 3. Term and Extensions. Paragraphs (a) and (b) are hereby
deleted in their entirety and replaced with the following:
(a) The initial term of this Agreement shall commence on the last
date shown on the signature page (Seventh Amendment Effective
Date), and shall continue in full force and effect through
January 31, 2002 unless terminated in accordance with its
provisions.
(b) Bridge shall have the right to extend the term of this Agreement
for up to two (2) successive one (1) year periods after the
expiration of the term (as the same may be extended pursuant to
section 9). Bridge must exercise its renewal right by providing
Sprint thirty days advance written notice of Bridge's intent to
extend.
2. Section 7. Rates and Charges. Section 7 is amended to add the following
new paragraph:
"Sprint may adjust its rates and charges or impose additional rates and
charges on Customer in order to recover amounts that Sprint is
Bridge/Sprint Confidential -1- 8/28/98
<PAGE>
required by governmental or quasi-governmental authorities to collect
on behalf of or pay to others in support of statutory or regulatory
programs. Examples of such programs include, but are not limited to,
the Universal Service Fund, the Presubscribed Interexchange Carrier
Charge, and compensation to payphone service providers for use of their
payphones to access sprint's service."
3. Section 9. Minimum Commitment. Delete Section 9 in its entirety and
replace with the following language:
"BRIDGE agrees to achieve a minimum annual commitment ("MAC")
of * of Contributory Services during each Contract Year
(defined as the 12 billing month period commencing on the
Effective Date) of the Term. "Contributory Services" shall
include Service usage charges for the following services,
calculated after the application of all available discounts:
Domestic Sprint Frame Relay Service, Global Sprint Frame Relay
Service, Domestic access lines (including monthly ACF and COC
charges), Global access lines, Domestic Sprint Managed Network
Services, Global Sprint Managed Network Services, Domestic
Sprint Dedicated Access Facilities ("DAFs"), Global Sprint
DAFs, Domestic Sprint Dedicated IP Service, Sprint ATM
Service, and the total monthly circuit charges for the
domestic portion of International private line circuits. In
the event the Term or Renewal Term, as the case may be,
includes a partial Contract Year, the Customer's MAC will be
prorated based upon the number of months in the partial
Contract Year.
If Bridge is unable to satisfy the MAC for a Contract Year,
Bridge may "carry forward" up to * of the MAC for such
Contract Year and add such amount to the MAC for the following
Contract Year. If Customer is unable to satisfy the MAC, as
adjusted, in the last Contract Year of this Agreement, then
the last Contract Year will be extended for 3 additional
months. If, at the conclusion of such extension, Customer is
unable to satisfy the MAC, as adjusted, then Customer must pay
Sprint, in addition to all other charges, the difference
between the MAC, as adjusted, and Customer's Contributory
Services Usage Charges in the last Contract year.
If Customer terminates this Agreement or ceases to use Network
Services to any material extent, Customer will pay to Sprint
the MAC divided by 12 multiplied by the number of billing
months remaining in the Term. Sprint will bill Customer for
such amount on its next regular invoice and such amount
Bridge/Sprint Confidential -2- 8/28/98
* CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
will be due and payable according to the payment terms
contained in this Agreement.
4. Attachment B (Rates and Charges) - Domestic Pricing - SECTION I -
EQUIPMENT PURCHASE PRICE. This SECTION is superseded in its entirety
and is replaced by the following paragraphs:
SECTION I - EQUIPMENT PURCHASE PRICE
The following prices and discount percentages will apply to Equipment Bridge
purchases from Sprint during the Term which is to be located in the continental
USA.
a) Customer will receive a * discount off Sprint's list price (at
time of purchase) on all Bay Networks Equipment purchased from
Sprint (except as set forth in paragraph (o) below) that is
located in the continental USA, as long as Bridge purchases
all Bay Networks Equipment through Sprint.
b) Customer will receive a * discount off Sprint's list price (at
time of purchase) on Telebit Networking Hardware purchased
from Sprint.
c) Customer will be charged a * fixed non-recurring charge for
each BNC Transceiver Package purchased from Sprint during the
Term. The charge for each BNC Transceiver Package consists of
one transceiver, two terminators, one T-Connector, and
installation.
d) Customer will receive a * discount off Sprint's list price (at
time of purchase) on Microcom Modem Equipment purchased from
Sprint.
e) Customer will be charged a * fixed non-recurring charge for
each SP1530 Aduan purchased from Sprint. If Bridge provides
the DSUs, Bridge is responsible for providing two DSU cables
as well as the DSU. One cable will connect to the router and
one will connect to the Telco demare.
f) Customer will be charged a fixed * for each WAN Interface
Cable (Model No. 930703-008) purchased from Sprint.
g) Customer will be charged a * fixed non-recurring charge for
each 910418-008 DB(M)/DB25 Cable purchased from Sprint.
Bridge/Sprint Confidential -3- 8/28/98
* CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
h) Customer will be charged a * fixed non-recurring charge for
each 950846-006 DB25(F)/V.35(M) Cable purchased from Sprint.
i) Customer will be charged a * fixed non-recurring charge for
each 3520 Codex DSU purchased from Sprint. If Bridge provides
the Codex DSUs, Bridge is responsible for de-installing the
DSU, upgrading the cables, and shipping the DSU to Sprint's
inventory site(s).
j) Bridge will receive a * discount off Sprint's list price (at
time of purchase) on Digital Transmission System, Inc. (DTS)
Equipment purchased from Sprint.
k) Bridge will receive the following discounts off Sprint's list
price (at time of purchase) on Ascend (formerly Cascade)
Equipment purchased from Sprint.
(1) a * discount on Ascend (formerly Cascade) Equipment purchased
from Sprint, except as set forth in subparagraph (2), below;
(2) a * discount on Ascend Pipeline 75 and Pipeline 85 Equipment
purchased from Sprint; and
l) Bridge will be charged an * fixed non-recurring charge for
each Visual Networks ASE-BDE DSU purchased from Sprint. This
charge includes a V.35 Router Cable, and a cable package
consisting of one Network Interface Cable, one Ethernet Patch
Cable, and one Administration Port Cable.
m) Bridge will be charged a * fixed non-recurring charge for each
Visual Networks ASE-EDE purchased from Sprint.
n) Bridge will be charged a * fixed non-recurring charge for each
Visual Networks ASE-CDE DI purchased from Sprint.
o) Bridge will be charged a * fixed non-recurring charge for each
Bay Networks ARN Router purchased from Sprint, provided that
Bridge places an initial order for at least 500 ARN Routers
with the following configuration: Bay Stack 101 10Base-T Hub,
ARN Ethernet Base Unit 16 DRAM, ARN Serial Adapter Module, IP
Access Suite 8M PCMCIA, 7919 Power Cord US.
Bridge/Sprint Confidential -4- 8/28/98
* CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
5. Attachment B (Rates and Charges) - Domestic Pricing - SECTION II. - CPE
INSTALLATION. Add and/or revise the language in this Section as
follows:
<TABLE>
<CAPTION>
First Device(6) Second Device (5)
Equipment Install Price Install Price (same location)
--------- ------------- -----------------------------
<S> <C> <C>
Ascend Pipeline 75 * *
Ascend Pipeline 85 * *
Bay Networks ARN Router * *
Visual Networks ASE-EDE DSU * *
Visual Networks ASE-CDE DI * *
</TABLE>
"Customer will be charged a * fixed non-recurring installation charge for each
of the following occurrences during the Term:
TP to Cascade Conversions
TP to TP Conversions
Hot Cut Moves
Cascade to Cascade Conversions"
6. Attachment B (Rates and Charges) - Domestic Pricing - SECTION III -
MAINTENANCE. Add and/or revise the language in this Section as follows:
Bridge/Sprint Confidential -5- 8/28/98
* CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
Equipment Response Price
Ascend Pipeline 75** Next Day * each/month
Repair/Return
Ascend Pipeline 85** Next Day * each/month
Repair/Return
** The maintenance price for the Ascend Pipeline 75 and Ascend Pipeline
85 includes maintenance for two modems.
7. Attachment B (Rates and Charges). Domestic Pricing - SECTION VI. -
FRAME RELAY - Paragraph A. Access. Option I. This paragraph is
superseded in its entirety by the following paragraphs:
"Option I
(a) If Customer utilizes the access pricing from the SIA contract,
Customer will be charged the applicable rate for local access
from the SIA contract for each SIA Domestic Sprint Frame Relay
site. For non-SIA Domestic Sprint Frame Relay sites, Customer
will receive a * discount off Sprint's monthly recurring
Tariff 8 rates for each Sprint-provided 56Kbps and T-1 local
access line installed or in service during the Term.
(b) Sprint will waive * of the COC and ACF monthly recurring
charges for each Sprint-provided 56Kbps or T-1 local access
line installed or in service during the Term.
(c) Customer will be charged the applicable Sprint Tariff 8 non-
recurring installation charge for each Sprint-provided 56Kbps
or T-1 local access line installed during the Term, except as
set forth in subparagraph (d) below.
(d) Sprint will waive * of the non-recurring installation charge
for each Sprint-provided TCG type I or type 2 56Kbps or T-1
local access line installed during the Term.
(e) Customer will be charged a * fixed monthly recurring charge
and a * fixed non-recurring installation charge for each
additional DSX assignment installed or in service during the
Term.
(f) Customer will be charged a * fixed non-recurring mishome
charge for each 56/64 Kbps access circuit mishomed between
Sprint POPs in New York City.
Bridge/Sprint Confidential -6- 8/28/98
* CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
(g) Customer will be charged a * fixed non-recurring mishome
charge for each T-1 access circuit mishomed between Sprint POPs
in New York City.
8. Attachment B (Rates and Charges) - Domestic Pricing - SECTION VI -
FRAME RELAY - Paragraph C. PVC. This paragraph is superseded in its
entirety by the following paragraphs:
(a) Burst Express (Zero CIR) PVCs
Customer will be charged a * fixed monthly recurring charge for each
Domestic Sprint Frame Relay Burst Express (Zero CIR) PVC installed or
in service during the Term.
(b) Burst Express Plus (Reserved CIR) PVCs
Customer will be charged the applicable fixed monthly recurring charge
from the table below for Domestic Sprint Frame Relay Burst Express Plus
(Reserved CIR) PVCs installed or in service during the Term. The
Monthly Recurring Charge includes two (2) Burst Express Plus PVCs.
Monthly Recurring Charge
PVC Speed For 2 Burst Express Plus PVCs
--------- -----------------------------
16 Kbps *
32 Kbs *
38.4 Kbs *
64 Kbps *
128 Kbps *
192 Kbps *
256 Kbps *
320 Kbps *
384 Kbps *
448 Kbps *
512 Kbps *
576 Kbps *
640 Kbps *
704 Kbps *
768 Kbps *
832 Kbps *
896 Kbps *
960 Kbps *
1,024 Kbs *
Bridge/Sprint Confidential -7- 8/28/98
* CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
9. Attachment B (Rates and Charges) - Domestic Pricing- SECTION VI. - ATM
SERVICES. Insert the following item to this Section:
B. Port Connection Charges
Port Installation Charge Monthly Recurring Charge
---- ------------------- ------------------------
OC-3 * each * each per month**
**No other discounts apply to OC-3 Ports. Each Port must be ordered for
a minimum term of 3 years. Additional charges apply for
diversity/alternate routing.
10. Attachment F (Facilities Services Agreement) - Section 2. Equipment
Rack Space. Replace the second paragraph with the following language:
"For lease of the Equipment Rack Space during the Term, Customer will
be charged the fixed charges set forth below. The charges shall not
begin until the equipment is installed.
1) a fixed non-recurring site preparation charge of * for each
instance of rack and/or ancillary services installation activity
which includes up to two (2) consecutive working days for
installation supervision and escort (thereafter, the escort rates
as outlined in Paragraph 7 herein will apply);
2) the applicable fixed monthly recurring fee set forth below, which
shall include the cost of up to 20 AMPS of AC or DC electrical
power furnished to Customer by Sprint hereunder. Customer will be
charged a * fixed charge for each additional AMP of electrical
power used by Customer in a month.
a) for each Equipment Rack Space installed prior to January
1, 1997, a monthly recurring fee of * for each Equipment
Rack Space per Sprint POP site used; or
b) for each Equipment Rack Space installed after January 1,
1997, a monthly recurring fee of * for each Equipment Rack
Space per Sprint POP site used.
11. A new section 34 is hereby added to the Agreement, as follows:
34. Applicability of Tariff. All Standard Custom Network Service
Arrangement terms and conditions in Sprint F.C.C. Tariff No. 12
apply to this Agreement. Rates, charges and discounts for all
types, service
Bridge/Sprint Confidential -8- 8/28/98
* CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
elements, features and other products and services not in this
Agreement will be those provided under the applicable Sprint base
service tariff or public price list. Additional terms and conditions
relating to services provided to Customer are contained in the
applicable tariffs. The terms and conditions of any Tariff and/or other
discount or incentive programs apply to the services and discounts or
incentives available under such Tariff or program. In order to receive
Term Plan or other incentive discounts Customer must execute the
applicable agreements. Any terms and conditions applicable to such
discounts and/or programs which Customer elects to participate in are
in addition to the terms and conditions applicable to the Discounts.
12. A new section 35 is hereby added to the Agreement, as follows:
35. Use of Sprint Products and Services. Customer uses the Sprint
Products and Services as an element of the products and services
it provides to its customers. Customer acknowledges that it is
solely obligated to provide billing and customer service to its
customers, and that it is solely responsible for collecting all
amounts owed from its customers. Customer assumes all risk of bad
debt or non-payment by its customers. Customer represents and
warrants that invoices and other materials it provides to its
customers do not identify Sprint. If it is determined that
Customer's activities constitute a resale of telecommunications
services or similar activity or if Customer becomes subject to
regulatory filing, licensing or reporting requirements, Customer
will be solely responsible for complying with any applicable
laws, regulations, decisions, or orders, inclding the FCCs rules,
regulations and decisions.
13. All other terms and conditions of the Agreement shall remain in full
force and effect, except as expressly stated herein.
IN WITNESS WHEREOF, the parties have executed this Amendment Seven as of the
date of the last signature below.
SPRINT COMMUNICATIONS BRIDGE DATA COMPANY
COMPANY L.P.
/s/ Robert McCormick
- ------------------------------ -----------------------------
Signature Signature
Bridge/Sprint Confidential -9- 8/28/98
<PAGE>
Robert McCormick
- ------------------------------ ----------------------------
Printed Name Printed Name
Executive Vice President
- ------------------------------ ----------------------------
Title Title
8/28/98
- ------------------------------ ----------------------------
Date Date
Bridge/Sprint Confidential -10- 8/28/98
EXHIBIT 10.21
CONFIDENTIAL MATERIALS HAVE BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.
SERVICE AGREEMENT
This Agreement is made as of August 15, 1996, between IXC Carrier.
Inc., a Nevada corporation ("Lessor"), 5000 Plaza on the Lake, Suite 200,
Austin, Texas 78746, and Diamond-Net, I.S.P., Inc., a Missouri Corporation
("Lessee") 7777 North Bonhomme, Suite 1000, Clayton, Missouri 63105.
1. Scope and Rates. Lessor and/or its affiliates own and operate a
fiber optic and digital microwave telecommunications system (the "System").
Lessor desires to lease DS-1, DS-3 or other telecommunications capacity on the
System to Lessee. Lessor shall use its best efforts (considering the needs of
its other customers) to provide Service for which a Marketing Service Order in
the form attached hereto as Exhibit A (as such form may be amended from time to
time by Lessor) has been accepted. The rates for Service are set forth in
Exhibit D, unless otherwise specified in the applicable Purchase Order. The
Marketing Service Order shall contain the applicable lease terms for Lessee's
utilization of the System. Lessee may also order the services listed in Exhibit
B, subject to availability. Lessor may lease telecommunications capacity from
another carrier in order to provide the Services hereunder.
2. Payments. Lessee shall pay Lessor each month within 30 days of the
date of invoice: (i) the monthly lease rate (prorated for any partial month) for
each Available Circuit; and (ii) the charges for other services received. The
first invoice shall be for the first two months; each invoice thereafter shall
be for the following month. If any invoice is not paid when due: (i) a late
charge shall accrue equal to 1-1/2% (or the maximum legal rate, if less) of the
unpaid balance per month; and (ii) Lessor may suspend or terminate the Service.
3. Term. The term hereof shall continue through the end of the Circuit
Lease Term which is last to expire. If Service continues thereafter, the
applicable rates may be renegotiated; provided, however, that such rates shall
not exceed the present rates increased by a percentage equal to the rise in the
Department of Labor, Bureau of Labor Statistics, Consumer Price Index for all
Urban Consumers, U.S. City Average, Subgroup "All Items" (1982-1983=100) (the
"Consumer Price Index") during the period beginning with the first full month
following the date hereof and ending with the last full mouth immediately
preceding the date on which the rates hereunder are to be adjusted and Service
may be terminates by either parry upon 30 days' written notice. If the Consumer
Price Index ceases to be published or is converted into a different standard
reference base or otherwise revised, such other index as the parties shall agree
upon in writing shall be substituted for the Consumer Price Index; if the
parties are unable to agree as to such substituted index, such matter shall be
submitted to arbitration. Lessee may terminate any Circuit upon 90 days' notice;
provided that if termination occurs: (i) prior to the Activation Date, Lessee
shall reimburse Lessor for all costs of the implementation of such Circuit; and
(ii) on or after such date, Lessee shall pay: (A)
<PAGE>
all charges for Service previously rendered; and (B) the amount due through the
end of the applicable Circuit Lease Term (Lessor shall try to re-lease such
Circuit for such term, refunding to Lessee the amount so collected, if any). If
Lessor: (i) fails to provide Service within six months of the Requested Service
Date; or (ii) fails to cure a material breach hereof within 45 days of notice
from Lessee, Lessee may, as its only remedy, terminate the affected Circuit.
4. Limits of Liability. Lessor shall not be liable for any direct,
indirect, reliance or consequential damages, whether foreseeable or not, or for
any damage to property, loss of profits, cost of replacement services, or claims
of customers for service problem caused by any defect, delay in availability, or
failure in the Service or by any other cause. In no event shall Lessor be liable
in excess of the aggregate amount it has collected from Lessee hereunder. Lessor
shall give Lessee a credit in accordance with its then-current outage policy for
periods in which any Circuit loses continuity and fails to comply with
applicable specifications. Such credit shall be Lessee's sole remedy with
respect to such an event; provided, however, that no such credits shall be
allowed and Lessor shall not be liable for any Service defect from causes
outside its control, including accidents, cable cuts, fires, floods,
emergencies, government regulation, wars, or acts of God. Lessor shall have no
obligation to provide Lessee with any backup Circuits for Service ordered
hereunder. LESSOR DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES RELATING TO
SERVICE, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR ANY PARTICULAR PURPOSE. LESSEE HAS NOT RELIED ON ANY REPRESENTATION NOT SET
FORTH HEREIN.
5. General Terms. This Agreement shall be construed under the laws of
Texas. All notices shall be in writing and shall be deemed given as of the date
of delivery to the addresses set forth below. The waiver of a breach hereof
shall not be construed to be a waiver of any subsequent breach. Lessor may
terminate this Agreement without liability if Lessee becomes bankrupt or
insolvent. Each party may refer any dispute relating hereto to arbitration in
Austin, Texas under the rules of the American Arbitration Association, and in
such event neither party may commence any action based on such dispute, and any
action which has been commenced shall be stayed, pending the outcome of such
arbitration. Each party shall pay its own costs, expenses and attorneys' fees in
connection with any arbitration proceeding, unless the arbitration award in
connection therewith specifies otherwise. If any term hereof is held to be
invalid or unenforceable, this Agreement shall be construed without such invalid
or unenforceable term. This Agreement is the entire agreement between the
parties pertaining to the Circuits. This Agreement may only be modified by an
instrument in writing executed by each party. Neither party may assign this
Agreement without the written consent of the other party; provided, however,
that a security interest in this Agreement may be granted by Lessor to its
lenders so long as such lenders agree in writing to fulfill Lessor's obligations
hereunder. Subject to the limitations of liability set forth in
<PAGE>
Section 4 above, Lessee shall not disclose to any third party any information
regarding the rates hereunder. Each party (each, an "Indemnitor") shall
indemnify the other party (each, an "Indemnitee") for any damage or liability
incurred by the Indemnitee arising from the Indemnitor's intentional misconduct
or negligence. The rates hereunder do not include any sales, use or utility
taxes. Lessee shall pay to Lessor any such taxes that Lessor may be required to
collect or pay.
6. Definitions. For purposes hereof: "Available" means all necessary
equipment for a Circuit has been installed. "Activation Date" means the date a
Circuit is first made Available to Lessee. "Circuit" means a DS-0, DS-1 or DS-3.
"Circuit Lease Term" means the term of a Circuit specified in the applicable
Purchase Order. "Circuit Mileage" means the length of a Circuit specified in the
applicable Purchase Order. "DS-0" means a circuit complying with TR-TSY-000333
"Switched and Special Access Services - Transmission Parameter Limits and
Interface Combinations" Issue 1, July 1990. "DS-1" means a circuit complying
with AT&T Tech. Ref. Pub. 62411, December 1990, with Addendum 1, March 1991, and
Bellcore TR-MWT-000499, Issue 5, December 1993. "DS-3" shall mean a circuit
meeting the specifications set forth in AT&T Technical Reference Pub. 54014
Addendum 1, November 1992 and Bellcore TB-NWT-608499, Issue 5, December 1993.
"Purchase Order" means any Lessee purchase order accepted by Lessor. "Requested
Service Date" means the date Service on a Circuit is requested to commence
specified in the applicable Purchase Order. "Service" means transmission service
provided between North American DSX standard cross-connect panels located in
Lessor's terminal locations.
To confirm their agreement to be bound hereby, the parties have
executed this agreement below:
IXC Carrier, Inc. Diamond Net, I.S.P., Inc.
5000 Plaza on the Lake, Suite 200 7777 North Bonhomme, Suite 1000
Austin, Texas 78746-1050 Clayton, MO 63105
Attention: Contract Administration Attention: Kevin Yarbrough
Telephone No.: (512) 328-1112 Telephone No.: (314) 727-5596
Facsimile No.: (512) 328-7902 Facsimile No.: (314) 727-0180
By: /s/ John R. Flemming By: /s/ Andrew Gladney
-------------------------------- -----------------------------
John R. Flemming, Andrew Gladney,
Executive Vice President President & CEO
- ------------------------------------ --------------------------------
(Please Print - Name and Title) (Please Print - Name and Title)
<PAGE>
LIST OF EXHIBITS
Exhibit A Form of Purchase Order
Exhibit B Maintenance and other Additional Services
Exhibit C List of On-net Cities
Exhibit D List of Rates for Service
<PAGE>
EXHIBIT B
CUSTOMER MAINTENANCE SUPPORT
IXC Carrier, Inc.'s (hereinafter referred to as IXC) standard fees for
customer maintenance support services are as follows (unless set by precedence
in a service contract):
Maintenance services shall be defined as all work performed by IXC on
equipment provided by or on behalf of the Customer, or supervision of the
Customer's work within IXC's terminate facilities. Maintenance Service charges
are not billed for troubles found within that portion of a circuit provided by
IXC. The following billing rates apply for these services:
A. * per hour (4 hour minimum - if dispatch is required)
Monday through Friday during the business hours of 8:00 a.m. - 5:00 p.m. local
time, exclusive of the following holidays:
New Years Day
President's Day
Memorial Day
Independence Day
Labor Day
Thanksgiving Day and the day after Thanksgiving
Christmas Day
B. * per hour (4 hour minimum) for overtime work done after
business hours (defined above) and/or on holidays (defined above) and/or all day
on Saturdays and Sundays.
C. As requests for maintenance services are typically made via
telephone, IXC must be advised, in writing as to the person(s) who are
authorized to request service. It is the Customer's responsibility to keep IXC
apprised of any changes to its list of representative(s).
D. To request technical assistance and help under the
maintenance services, a call must be made to out Network Control Center at
1-800-526-2488. This number should be used for IXC technical assistance,
troubleshooting or testing of circuits, not for service impairment or outages.
The person calling in must be on the authorized list in order to commit for
charges for this technical assistance. If that person is not on the list, the
request cannot be accommodated.
1. The Network Control Center personnel will take the
call, record the caller's name and phone number along with facts
concerning the assistance and support needed. The caller will then be
given the number of the "Assistance Ticket."
Page 1 of 4
<PAGE>
2. Upon completion of work, this "Assistance Ticket"
will be given to IXC's Accounting Department, and the customer will
subsequently be billed based upon the information on that ticket. A
copy will be attached to the invoice.
E. Except for emergencies, IXC technicians cannot be
dispatched unless requests are made in accordance with the above call-out
procedure.
Page 2 of 4
<PAGE>
ANCILLARY PRICING SCHEDULE FOR ON-NET SERVICE
<TABLE>
<CAPTION>
NON-RECURRING CHARGES DS-1 DS-3
- --------------------- ---- ----
<S> <C> <C>
New Order Installation (On-Net) * *
New Order Installation (Off-Net) * *
DS-1 Ramp-Up per DS-O * *
Order Change (less than 5 business days) * *
Order Cancellation (less than 5 business days) * *
ASR (new or disconnect) (Special Access Only) * *
ASR Supplement * *
Order Expedite * *
Reconfiguration Same as install Same as install
MONTHLY RECURRING CHARGES DS-1 DS-3
- ------------------------- ---- ----
Monthly circuit charge (IXC portion) * *
Cross-connect charge * *
Other Interexchange Carrier to Lessor local access
or bypass facility (Lessor long haul not involved)
Local bypass charge * *
Lessor POP to Lessor POP in same city, with no
Lessor long haul attached at either Lessor POP
MISCELLANEOUS RECURRING NON-RECURRING
- ------------- --------- -------------
M13 1 yr Term * *
2+yr Term * *
3+yr Term * *
ECHO CANCELLER (per circuit end) * *
SECOND END LOOP (Ex: for ADPCM) * *
DEMAND MAINTENANCE */hr 8a.m.-5p.m. M-F, 4 hour minimum
if dispatch is required; */hr after hours
with 4 hour minimum
RACK SPACE * - subject to availability
SHELF SPACE */ea/mo ICB install
DC POWER */amp/mo (5 amp minimum; 5 amp
increments)
CIF AC/DC POWER *
ALL OTHER SERVICES See Note (2)
</TABLE>
(1) All of the above charges are subject to change with a 30-day notice.
(2) Services not described above will be considered special handling and
charges will be assessed on an individual basis.
Page 3 of 4
* CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
DSO ANCILLARY PRICING
New Order Installation *
Order Cancellation Prior to Turn up *
Order Expedite *
Reconfiguration (City Pairs the Same) *
DACS Charge (Switching Only) *
DS0 DACS Port Charge (Bell access at DACS) *
DS1 DACS Port *
Minimum Charge per DS-0 *
Notes:
1. All of the above charges are subject to change with a 30 day notice.
2. Services not described above will be considered special handling and
charges will be assessed on an individual basis.
* CONFIDENTIAL TREATMENT REQUESTED
Page 4 of 4
<PAGE>
EXHIBIT C
ON-NET DS-1 AND DS-3 CITIES
<TABLE>
<CAPTION>
<S> <C> <C>
ARIZONA DISTRICT OF COLUMBIA Flint
Phoenix LATA 666 Washington, D.C. LATA 236 2001 S. Grand Traverse
Phelps-Dodge Twr, Ste 1702 1828 L Street, N.W., Ste 260 (313)767
2600 N. Central (602)279 (202)833
Grand Rapids
Tucson LATA 668 ILLINOIS 209 Graham, S.W.
Arizona Bank Bldg. Chicago LATA 358 (616)235
33 N. Stone, Suite 1610 Prudential Building
(520)792 130 E. Randolph, Suite 4001 Jackson
(312)861 170 W. North Street
CALIFORNIA (517)783
Bakersfield LATA 734 INDIANA
1430 Truxton Ave., Ste 730 Indianapolis LATA 336 Kalamazoo
(805)327 Merchants Bank Bldg. 303 Mills St.
11 S. Meridian (616)385
Fresno LATA 728 Suite 1798/1799
4605 E. Vine (317)637 Lansing
(209)486 230 South St.
Southbend LATA 332 (517)482
Fresno Ter 211 West Washington St.
Guarantee Savings 19th Floor Midland
B1171 Fulton Mall, Ste. 1201 (219)233 1000 Jefferson
(209)268 (517)631
MARYLAND
Los Angeles LATA 730 Baltimore LATA 238 Pontiac
One Wilshire 1220 S. Howard 324 S. Saginaw
624 S. Grand, Suite 1615 (301)752 (313)338
(213)689
MICHIGAN Royal Oak
San Diego LATA 732 Ann Arbor 3100 W. 14 Mile Rd.
8933 Complex Dr. 1615 Plymouth Rd. (313)435
(619)569 (313)994
Saginaw
San Francisco LATA 722 Battle Creek 315 Meredith
Metropolitan Life Bldg. 175 Main Street (517)771
425 Market St, Ste 3800C (616)962
(415)543 MISSOURI
Bay City Kansas City LATA 524
Sunnyvale LATA 722 100 E. Hart Bank of Kansas City
111 Uranium (517)667 1125 Grand Ave., Suite 1704
(408)739 (816) 283
Detroit LATA 340
COLORADO Book Bldg. Suite 2609 St. Louis LATA 520
Colorado Springs LATA 658 1249 Washington Blvd. 900 Walnut, Suite 220
102 S. Tejon, Suite 780 (313)961 (314)231
(719)471
Detroit NEVADA
**Denver LATA 656 1860 Gratiot Ave. **Las Vegas LATA 821
Bell Building (313)259 Centel Bldg, Ste 400
931 14th Street, Ste. 622 125 S Las Vegas Blvd.
(303)572 (702)388
</TABLE>
Page 1 of 3
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
NEW JERSEY Tulsa LATA 538 Harlingen LATA 568
Newark LATA 224 Lookout Mountain 513 E. Jackson
744 Broad Street, 3rd Floor 3500 S. 26th West Avenue Matz Building
(201)824 (918)584 (210)425
(918)446
NEW MEXICO Houston LATA 560
Albuquerque LATA 664 PENNSYLVANIA 293 N. Main Street
200 Lomas Blvd, N.W. Philadelphia LATA 228 (713)224
13th Floor 2401 Locust St., 2nd Floor
(505)247 (215)564 Lubbock LATA 544
1220 Broadway, #1901
NEW YORK Pittsburgh LATA 234 (806)762
New York LATA 132 Oliver Building
60 Hudson St., Ste 206 535 Smithfield St., Ste 2650 McAllen LATA 568
(212)285 (412)281 200 S. 10th Street, Suite 704
(210)687
OHIO TEXAS
Akron LATA 325 Abilene LATA 550 Midland LATA 542
1 Cascade Plaza, Ste 1950 1049 N. Third, Suite 500 KMID-TV Studio
Main & Bowery (915)675 La Force Blvd &
(216)535 Air Terminal
Amarillo LATA 546 (915)561
Cincinnati LATA 922 Amarillo Petroleum Bldg.
2300 Carew Tower 203 W. 8th, Suite 607/608 San Angelo LATA 961
Suite 4701 (806)373 36 E. Twohig, 15th Floor
441 Vine St. (513)651 (915)653
Austin LATA 558
Cleveland LATA 320 621 Pleasant Valley Road San Antonio LATA 566
R.F. Keith Bldg., Suite 2117 (512)389 660 S. Santa Rosa
1621 Euclid Ave. (210)225
(216)771 Corpus Christi LATA 564
606 N. Carancahua, Ste 816 Waco LATA 556
Columbus LATA 324 Wilson Plaza 100 S. 26th Street
Borden Bldg., Level 2B (512)882 (817)750
180 E. Broad St.
614(469) Dallas LATA 552 **Priced on an Individual
Tower of the Americas Case Basis (ICB)
Dayton LATA 328 2323 Bryan, Suite 380
1 National Bank Bldg.
Suite 2220 2223 Houston St.
130 W. Second (513)461 (214)954 (214)969
Toledo LATA 326 El Paso LATA 540
319 Madison Ave., Ste 2901 El Paso National
(419)242 Bank Bldg.
OKLAHOMA 201 E. Main, Suite 1702
Oklahoma City LATA 536 (915)533
Liberty Tower
100 N. Broadway, Ste 3020 Fort Worth LATA 552
(405)232 WT Waggoner Blvd.
810 Houston Suite 1705
(817)870
</TABLE>
Page 2 of 3
<PAGE>
<TABLE>
<CAPTION>
INSTALLED DS-0 CITIES AUGUST, 1996
<S> <C> <C>
ARIZONA NPA/NNX TEXAS NPA/NNX
Phoenix 602-279
Austin 512-389
CALIFORNIA Corpus Christi 512-883
Dallas 214-741
Los Angeles 213-622 El Paso 915-533
San Diego 619-419 Fort Worth 817-777
Stockton 209-463 Harlingen 210-425
Houston 713-224
DISTRICT OF COLUMBIA San Antonio 210-222
Washington, DC 202-245 McAllen 210-632
ILLINOIS
Chicago 312-861 VIRGINIA
Norfolk 804-622
MARYLAND
Baltimore 410-752 TOTAL DS-O CITIES 26
MICHIGAN All cities are equipped for DSO services.
Birmingham 313-435
Additional cities will be added if cost
MISSOURI is justified.
Kansas City 816-221
St. Louis 314-231
NEW MEXICO
Albuquerque 505-247
NEW YORK
New York City 212-285
OHIO
Dayton 513-252
OKLAHOMA
Oklahoma City 405-232
Tulsa 918-582
PENNSYLVANIA
Philadelphia 215-988 NPA/NNX
Austin 512-389
Corpus Christi 512-883
Dallas 214-741
El Paso 915-533
Fort Worth 817-777
Harlingen 210-425
Houston 713-224
San Antonio 210-222
McAllen 210-632
</TABLE>
Page 3 of 3
<PAGE>
EXHIBIT D
List of Rates for Service
-------------------------
On-Net Service
--------------
DS-0 Service I.C.B.
DS-1 Service .1410
DS-3 Service I.C.B.
Service is for a one (1) year term for On-Net.
Off-Net Service
---------------
DS-0 Service I.C.B.
DS-1 Service I.C.B.
DS-3 Service I.C.B.
Service is for a one (1) year term or the term of the Underlying Carrier,
whichever is greater.
Page 1 of 1
<PAGE>
<TABLE>
<CAPTION>
------------------
<S> <C> <C>
Req'st Svc. Date: EXHIBIT A OFFICE USE ONLY
----------------- IXC CARRIER, INC.
Accepted Earlier Activation: MARKET SERVICE ORDER (MS0)
Y N MSO#
------ ---------- ------------
Ckt ID:
---------------------- ------------------
PURCHASE ORDER FORM FOR CUSTOMER ORDER NO:
--------------------
Pursuant to the DIGITAL SERVICE AGREEMENT by and between IXC CARRIER, INC.
As LESSOR and as LESSEE,
--------------------------------------------------------------------------
dated , 19 , LESSEE orders and LESSOR shall provide the following Digital Transmission Service:
---------- ---
New Renew Qty Rate Term Miles
--------------- --------------
Cancel Disconnect DS-3
--------------- -------------- ---------- --------- ---------- ----------------
Change Expedite Y N DS-1
--------------- ----- ------ ---------- --------- ---------- ----------------
On Net Off Net DS0
--------------- -------------- ---------- --------- ---------- ----------------
Protocol Reconfigure CIF
--------------- -------------- ---------- --------- ---------- ----------------
Other Other
------------------------------------------ ---------- --------- ---------- ----------------
Customer Contact: Phone #: Fax #
-------------------------------- -------------------- -------------------------
Technical Contact: Phone #: Fax #
-------------------------------- -------------------- -------------------------
CITY LOCATION A: CITY LOCATION B:
-------------------------------- --------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
Special Switched Special Switched
---------- ------------ ---------- ----------------
Bypass Y N Owner Bypass Y N Owner
--- ---- ------------ ---- ----- ----------------
LESSOR TO PROVIDE: CFA: Y N LESSOR TO PROVIDE: CFA: Y N
--- ---- ---- ------
LOA: Y N ASR: Y N LOA: Y N ASR: Y N
--- --- --- ---- --- ---- ---- ------
CUSTOMER (LESSEE) TO PROVIDE: CUSTOMER (LESSEE) TO PROVIDE:
LOA: Y N Coordinated Convert Y N LOA: Y N Coordinated Convert Y N
--- --- --- --- --- ----- ------
CIF Arrangement Y N CIF Attach Y N CIF Arrangement Y N CIF Attach Y N
--- --- --- --- --- ---- ------
Special Instructions Special Instructions
------------------------------ -----------------------------------------
- ----------------------------------------------------- ------------------------------------------------------------
- ----------------------------------------------------- ------------------------------------------------------------
MONTHLY LEASE RATE: NON RECURRING CHARGES:
Monthly IXC Charge: $ Installation$ ASR: $
---------------- ---------------- -----------------
Eqpt. Lease Charge: $ Installation$ Reconfig $
---------------- ---------------- -----------------
Echo Canceller: $ Installation$ Expedite $
---------------- ---------------- -----------------
CIF Racks: $ Installation$
---------------- ----------------
CIF Power: $ Installation$
---------------- ----------------
Other: $ Installation$
---------------- ----------------
TOTAL: $ TOTAL OF NON RECURRING CHARGES: $
---------------- ----------------
Notwithstanding anything in the Digital Service Agreement to the contrary,
(1) a security interest in this Agreement may be granted by Lessor to any
Lender and (2) Lessor may from time to time assign all its rights and
obligations hereunder with respect to any Circuits to any Affiliate. Upon
such assignment herein this Agreement shall be deemed to be multiple
agreements, each upon the terms and conditions set forth herein by and
between Lessee and such affiliate with respect to such circuit between
Lessor and Lessee with respect to the circuit not so assigned.
IN WITNESS WHEREOF, the parties have executed this PURCHASE ORDER on the day of 19
------- --------- ---
- ------------------------------------------------------ -------------------------------------------------------
LESSOR APPROVAL/TITLE LESSEE AUTHORIZED REPRESENTATIVE/TITLE
(Service Provider) (Customer)
</TABLE>
<TABLE>
<S> <C>
PLEASE FAX THIS DOCUMENT TO CUSTOMER SERVICE FAX # (512) 328-7810
- ----------------------------------------------------------------------------------------------------------------------
For Office Use Only Version 2.0 4/11/95
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
AMENDMENT NO. 1 TO SERVICE AGREEMENT
CONFIDENTIAL MATERIALS HAVE BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT AND HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.
This Amendment No. 1 to Service Agreement (this "Amendment")
is made as of October 22, 1996 (the "Amendment Effective Date") by and between
IXC Carrier, Inc., a Nevada corporation ("Lessor"), and Diamond.Net, I.S.P.,
Inc., a Missouri corporation ("Lessee").
BACKGROUND
This Amendment is made with reference to the following facts:
A. Lessee and Lessor are parties to that certain Service
Agreement (the "Agreement") dated as of August 15, 1996.
B. The parties desire to amend the Agreement pursuant to the
terms set forth below. Each capitalized term used and not elsewhere defined
herein shall have the meaning set forth for it in the Agreement.
TERMS OF AMENDMENT
Accordingly, in consideration of the mutual promises set forth
below, the parties hereto hereby agree as follows:
1. The following paragraphs are hereby added to the end of
Section 1. Scope and Rates of the Agreement to read in their entirety as
follows:
Lessee may, at its option, reconfigure On-net DS-0,
DS-1 or On-net DS-3 Circuits by disconnecting such Circuits
and simultaneously ordering new On-net Circuits from Lessor's
unused capacity, but only if all the following conditions are
met: (i) such Circuits to be disconnected have been in service
at the time of such reconfiguration for at least three months
(for DS-0 and DS-1 Circuits) or six months (for DS-3
Circuits), (ii) Service capacity on each such new Circuit is
available from Lessor (Lessor shall not be obligated to
construct new Circuit capacity to fill any Marketing Service
Order); (iii) Lessee shall pay for such reconfiguration the
charge therefore set forth in Exhibit B; and (iv) the
aggregate monthly invoicing hereunder for the new Circuits
involved in such reconfiguration must be equal to, or greater
than, the aggregate monthly invoicing for the disconnected
Circuits. Lessee shall have the right to reconfigure on-net
service and such on-net reconfiguration, so long as it results
in an upgrade in service and revenue to Lessor, shall be
reconfigured at * of the normal reconfiguration charges on
the ancillary pricing exhibit.
Lessor may in the future offer high-capacity services
of on-net OC-3C service or larger capacity services. In the
event Lessor offers
1
* CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
such on-net services, Lessee may reconfigure existing circuits
into such high-capacity services on mutually agreeable terms.
Notwithstanding the foregoing paragraph, Lessee's
existing DS-1 Circuit (the "Existing DS-1 Circuit") between
St. Louis and Kansas City (No. DNN017903) shall be made a part
of a DS-3 Circuit ordered by lessee (the "Ordered DS-3
Circuit") between St. Louis and Kansas City, Lessee shall be
charged only for the Ordered DS-3 Circuit and not for the
Existing DS-1 Circuit as of the date the Ordered DS-3 Circuit
is activated or the Amendment Effective Date, whichever is
later (the "Start Date"), and Lessee shall remain responsible
for any charges incurred in connection with the Existing DS-1
Circuit prior to the Start Date.
Lessee shall order each of the Circuits set forth in
Phase I of Exhibit E (the "Phase 1 Circuits") on or before
November 29, 1996 and each of the Circuits set forth in Phase
2 of Exhibit E (the "Phase 2 Circuits") on or before May 1,
1997. Prior to ordering the Phase 2 Circuits, Lessee may elect
to replace any of the Phase 2 Circuits with Circuits
originating and/or terminating in different cities (the
"Replacement Phase 2 Circuits") subject to availability by
Lessor; provided, however, that Lessee shall pay for the
Replacement Phase 2 Circuits at the rates set forth in Exhibit
D and the aggregate monthly lease rate for the Replacement
Phase 2 Circuits must be equal to, or greater than, the
aggregate monthly lease rate for the replaced Circuits. The
monthly lease rate for each of the Phase I Circuits shall be
$0 for the five month period immediately following the
activation date of each Circuit in Phase I (the "Five Month
Free Period") and Lessee's first invoice for the Phase I
Circuits shall be for two months Service for each Phase I
Circuit and be due within the 30 day period immediately
following the Five Month Free Period. The monthly lease rate
for the Phase 2 Circuits shall be $0 for the one month period
immediately following the activation date of each Circuit in
Phase 2 (the "One Month Free Period") and Lessee's first
invoice for each of the Phase 2 Circuits shall be for two
months Service for the Phase 2 Circuits and be due within the
30 day period immediately following the One Month Free Period.
In the event Lessor fails to provide the Service within 60
days of the Requested Service Commencement Date for any
Circuit, then (a) Lessee, at its option, may terminate that
Service on the affected Circuit without any liability
whatsoever and (b) Lessee's * Take-or-Pay Commitment (set
forth below) shall be reduced by the total aggregate monthly
lease rates of the Circuits which could not be supplied by
Lessor within such period (the "Unsupplied Circuits") if
Lessee procures the Unsupplied Circuits from another carrier
and provides Lessor with a copy of an invoice from such 2
* CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
carrier within 90 days from the Requested Service Commencement
Date. Lessor shall provide Lessee with Circuit routing
information for all on-net Circuits ordered hereunder for
Lessee's network planning purposes as soon as such information
is available.
Lessee shall have a Take-or-Pay Commitment of * per
month beginning July 1, 1997 and continuing 60 months
thereafter (the "Take-or-Pay Commitment Period")."
2. The following sentence is hereby added to the end of
Section 2. Payments of the Agreement to read in its entirety as follows:
"Notwithstanding anything herein to the contrary, no
termination of this Agreement or any Circuit shall affect or
reduce Lessee's obligation to make the "Take-or-Pay
Commitment" payments required by Section 1; other than as set
forth in Section 1. Scope and Rates above."
3. The first sentence of Section 3. Term of the Agreement is
hereby amended to read in its entirety as follows:
"The term of this Agreement shall commence upon the date
hereof and shall continue until the later of: (i) the end of
the Take-or-Pay Commitment Period; and (ii) the end of the
Circuit Lease Term of the Circuit ordered hereunder which is
last to expire."
4. The definition of "Take-or-Pay Commitment" is hereby added
to the end of Section 6. Definitions of the Agreement to read in its entirety as
follows:
"Take-or-Pay Commitment" shall mean, with respect to a
certain period and amount, that Lessee has the obligation to
pay for Service hereunder in such amount for each month during
such period, whether or not such Service is used. Charges for
Services other than DS-0, DS-1, DS-3, OC type services and
monthly recurring ancillary services (such as installation,
local loops and any other services) shall not be counted
toward the Take-or-Pay Commitment."
5. The Non-Recurring Charge for New Order Installation of each
On-Net DS-3 as set forth in Exhibit B of the Agreement is hereby increased from
* to * and the following paragraph is hereby added to the end of Exhibit B to
read in its entirety as follows:
"For purposes of this Exhibit B, "Configuration" means the
relative arrangement, Phases, or connection pattern of a
circuit and its subcomponent parts/objects; "Reconfiguration"
means any change from
3
<PAGE>
the original configuration of a circuit specified in an
original Marketing Service Order;
"Cross Connect" means a point in a network where a circuit
is connected from one facility to another by cabling between
the equipment.
6. Exhibit D of the Agreement is hereby amended to read in its
entirety as set forth in Exhibit D hereto.
7. Exhibit E hereto is hereby added to the Agreement as
Exhibit E thereto.
8. This Amendment is effective as of the Amendment Effective
Date.
9. To the extent amended hereby, this Amendment supersedes the
Agreement and any prior written or oral agreement between the parties with
respect to the subject matter contained in this Amendment. All other terms and
conditions of the Agreement not specifically amended herein shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment.
<TABLE>
<CAPTION>
<S> <C>
IXC CARRIER, INC. DIAMOND.NET, I.S.P., INC.
By: /s/ John R. Flemming By: /s/ Andrew Gladney
------------------------------------------------- -------------------------------------------------
Name: John R. Flemming Name: Andrew Gladney
------------------------------------------------ ------------------------------------------------
Title: Executive Vice President Title: President & CEO
----------------------------------------------- -----------------------------------------------
- ----------------------------------------------------- -----------------------------------------------------
</TABLE>
Approved as to form Legal dept.
4
<PAGE>
<TABLE>
<S> <C> <C>
--------------------------------
Req'st Svc. Date: EXHIBIT A OFFICE USE ONLY
---------------- IXC CARRIER, INC.
Accepted Earlier Activation: MARKET SERVICE ORDER (MSO) MSO#
Y N -------------------
------ ---------- --------------------------------
Ckt ID:
----------------------
PURCHASE ORDER FORM FOR CUSTOMER ORDER NO:
----------------------
Pursuant to the DIGITAL SERVICE AGREEMENT by and between IXC CARRIER, INC.
As LESSOR and as LESSEE,
------------------------------------------------------------------------------------------
dated , 19 , LESSEE orders and LESSOR shall provide the following Digital Transmission Service:
------------ --
New Renew Qty Rate Term Miles
--------------- --------------
Cancel Disconnect DS-3
--------------- -------------- ---------- --------- ---------- ----------------
Change Expedite Y N DS-1
--------------- ----- ------ ---------- --------- ---------- ----------------
On Net Off Net DS0
--------------- -------------- ---------- --------- ---------- ----------------
Protocol Reconfigure CIF
--------------- -------------- ---------- --------- ---------- ----------------
Other Other
------------------------------------------ ---------- --------- ---------- ----------------
Customer Contact: Phone #: Fax #
--------------------------------- ---------------------- ----------------------
Technical Contact: Phone #: Fax #
--------------------------------- ---------------------- ----------------------
CITY LOCATION A: CITY LOCATION B:
--------------------------------- --------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
Special Switched Special Switched
---------- ------------ ---------- ----------------
Bypass Y N Owner Bypass Y N Owner
--- ---- ----------------- ---- ----- --------------------
LESSOR TO PROVIDE: CFA: Y N LESSOR TO PROVIDE: CFA: Y N
---- ----- ----- ------
LOA: Y N ASR: Y N LOA: Y N ASR: Y N
---- ---- ---- ----- ---- ---- ---- ------
CUSTOMER (LESSEE) TO PROVIDE: CUSTOMER (LESSEE) TO PROVIDE:
LOA: Y N Coordinated Convert Y N LOA: Y N Coordinated Convert Y N
---- ---- --- --- --- --- ---- ------
CIF Arrangement Y N CIF Attach Y N CIF Arrangement Y N CIF Attach Y N
--- --- --- --- --- --- ---- ------
Special Instructions ` Special Instructions
------------------------------ ------------------------------
MONTHLY LEASE RATE: NON RECURRING CHARGES:
Monthly IXC Charge: $ Installation $ ASR: $
---------------- ---------------- -----------------
Eqpt. Lease Charge: $ Installation $ Reconfig $
---------------- ---------------- -----------------
Echo Canceller: $ Installation $ Expedite $
---------------- ---------------- -----------------
CIF Racks: $ Installation $
---------------- ----------------
CIF Power: $ Installation $
---------------- ----------------
Other: $ Installation $
---------------- ----------------
TOTAL: $ TOTAL OF NON RECURRING CHARGES: $
---------------- -----------------
Notwithstanding anything in the Digital Service Agreement to the contrary, (1) a security interest in
this Agreement may be granted by Lessor to any Lender and (2) Lessor may from time to time assign all its
rights and obligations hereunder with respect to any Circuits to any Affiliate. Upon such assignment herein
this Agreement shall be deemed to be multiple agreements, each upon the terms and conditions set
forth herein by and between Lessee and such affiliate with respect to such circuit between Lessor and Lessee
with respect to the circuit not so assigned.
IN WITNESS WHEREOF, the parties have executed this PURCHASE ORDER on the day of 19
----- --------- --
- ------------------------------------------------ ------------------------------------------------------------------
LESSOR APPROVAL/TITLE LESSEE AUTHORIZED REPRESENTATIVE/TITLE
(Service Provider) (Customer)
PLEASE FAX THIS DOCUMENT TO CUSTOMER SERVICE FAX # (512) 328-7810
- ----------------------------------------------------------------------------------------------------------------------
For Office Use Only Version 2.0 4/11/95
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
CUSTOMER MAINTENANCE SUPPORT
IXC Communications, Inc.'s (hereinafter referred to as IXC) standard
fees for customer maintenance support services are as follows (unless set by
precedence in a service contract):
Maintenance services shall be defined as all work performed by IXC on
equipment provided by or on behalf of the Customer, or supervision of the
Customer's work within IXC's terminate facilities. Maintenance Service charges
are not billed for troubles found within that portion of a circuit provided by
IXC. The following billing rates apply for these services:
A. * per hour (4 hour minimum - if dispatch is required)
Monday through Friday during the business hours of 8:00 a.m. - 5:00 p.m. local
time, exclusive of the following holidays:
New Years Day
President's Day
Memorial Day
Independence Day
Labor Day
Thanksgiving Day and the day after Thanksgiving
Christmas Day
B. * per hour (4 hour minimum) for overtime work done after
business hours (defined above) and/or on holidays (defined above) and/or all day
on Saturdays and Sundays.
C. As requests for maintenance services are typically made via
telephone, IXC must be advised, in writing as to the person(s) who are
authorized to request service. It is the Customer's responsibility to keep IXC
apprised of any changes to its list of representative(s).
D. To request technical assistance and help under the
maintenance services, a call must be made to our Network Control Center at
1-800-526-2488. This number should be used for IXC technical assistance,
troubleshooting or testing of circuits, not for service impairment or outages.
The person calling in must be on the authorized list in order to commit for
charges for this technical assistance. If that person is not on the list, the
request cannot be accommodated.
1. The Network Control Center personnel will take the
call, record the caller's name and phone number along with facts
concerning the assistance and support needed. The caller will then be
given the number of the "Assistance Ticket."
Page 1 of 3
* CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
2. Upon completion of work, this "Assistance Ticket"
will be given to IXC's Accounting Department, and the customer will
subsequently be billed based upon the information on that ticket. A
copy will be attached to the invoice.
E. Except for emergencies, IXC technicians cannot be
dispatched unless requests are made in accordance with the above call-out
procedure.
Page 2 of 3
<PAGE>
EXHIBIT E
DIAMONDNET DS3 CIRCUITS
<TABLE>
<CAPTION>
Rate Section
---------------------------------------------------------------------------------------------
V&H Banded
City A City B Availability Miles $250k Rate Monthly Installation
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
P St. Louis Kansas City Normal 208 * * $2,000
H Chicago Detroit Normal 207 * * $2,000
A Detroit Pittsburgh Normal 206 * * $2,000
S Pittsburgh New York Normal 318 * * $2,000
E New York Philadelphia Normal 34 * * $2,000
Philadelphia Washington, DC Normal 124 * * $2,000
1 Washington, DC Atlanta Normal 541 * * $2,000
Atlanta Houston Normal 702 * * $2,000
Houston Austin Normal 144 * * $2,000
Dallas Phoenix 12/31/96 Note** 888 * * $2,000
Phoenix Los Angeles 2/28/97 Note** 359 * * $2,000
Total *
<CAPTION>
Rate Section Billing Summary
-----------------------------------------------------------------------------------------------------
Month Month 7
City A City B Month 1 Month 2 Month 3 Month 4 Month 5 6 thru 65
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
P St. Louis Kansas City
H Chicago Detroit
A Detroit Pittsburgh
S Pittsburgh New York
E New York Philadelphia
Philadelphia Washington, DC
1 Washington, DC Atlanta
Atlanta Houston
Houston Austin
Dallas Phoenix
Phoenix Los Angeles
Total * * * * * * *
Note: Above rates under Phase 1 offer are provided with the following terms and conditions.
o Total contract term of 65 months for each circuit provided. -------------------------------------------
o Billing during the first five months is *. Five Months of Billing *
o Billing from 5th month forward is Monthly recurring plus monthly 60 Months Amortize *
amortized amount of first five months. -------------------------------------------
o All circuits of Phase 1 must be ordered as a package.
o Normal Availability is approximately 30 days after receipt of firm
order.
** If the availability of the Dallas-Phoenix or the Phoenix-Los Angeles
circuit is unsatisfactory, they can be deleted from this Phase without
penalty.
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
P Los Angeles Santa Clara Normal 313 * * $2,000
H Santa Clara San Francisco Normal 38 * * $2,000
A San Francisco Salt Lake Normal 598 * * $2,000
S Salt Lake Denver Normal 370 * * $2,000
E Denver Kansas City Normal 558 * * $2,000
Atlanta Miami Normal 600 * * $2,000
2 Chicago New York Normal 712 * * $2,000
Total *
<CAPTION>
- ---------------------------------------
P Los Angeles Santa Clara
H Santa Clara San Francisco
A San Francisco Salt Lake
S Salt Lake Denver
E Denver Kansas City
Atlanta Miami
2 Chicago New York
Total * * * * * * *
Note: Above rates under Phase 2 offer are provided with the following terms and conditions:
o Total contract term of 81 months for each circuit provided. ----------------------
o All circuits of Phase 2 must be ordered as a package. One Month of Billing *
o All circuits of Phase 1 must be ordered to quantity for Phase 2 circuits. 60 Months Amortize *
o Billing during first month is *. ----------------------
o Billing from 2nd month forward is Monthly recurring plus amortized amount of first month.
o Normal Availability is approximately 30 days after receipt of firm order.
- -----------------------------------------------------------------------------------------------------------------------------------
* CONFIDENTIAL TREATMENT REQUESTED
</TABLE>
Page 3 of 3
<PAGE>
EXHIBIT D
List of Rates for Service
-------------------------
DS-0 Service *
DS-1 Service *
DS-3 Service
Term Miles Rate per DS-0 Mile
---- ----- ------------------
ON-NET 0 - 250 *
PHASE 1 65 months
251 - 500 *
OFF-NET 501 - 1,000 *
PHASE 2 61 months
1,000+ *
* CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
<TABLE>
<CAPTION>
INSTALLED DS-0 CITIES OCTOBER, 1996
<S> <C> <C> <C>
ARIZONA NPA/NNX TEXAS NPA/NNX
Phoenix 602-279 Austin 512-389
Corpus Christi 512-883
CALIFORNIA Dallas 214-741
Los Angeles 213-622 El Paso 915-533
San Diego 619-419 Fort Worth 817-777
Stockton 209-463 Harlingen 210-425
Houston 713-224
DISTRICT OF COLUMBIA San Antonio 210-222
Washington, DC 202-245 McAllen 210-632
ILLINOIS VIRGINIA
Chicago 312-861 Norfolk 804-622
MARYLAND TOTAL DS-0 CITIES 26
Baltimore 410-752
All cities are equipped for DSO services.
MICHIGAN
Birmingham 313-435 Additional cities will be added if cost is justified.
MISSOURI
Kansas City 816-221
St. Louis 314-231
NEW MEXICO
Albuquerque 505-247
NEW YORK
New York City 212-285
OHIO
Dayton 513-252
OKLAHOMA
Oklahoma City 405-232
Tulsa 918-582
PENNSYLVANIA
Philadelphia 215-988
</TABLE>
<PAGE>
EXHIBIT C
ON-NET DS-1 AND DS-3 CITIES
<TABLE>
<CAPTION>
<S> <C> <C>
ARIZONA DISTRICT OF COLUMBIA Flint
Phoenix LATA 666 Washington, D.C. LATA 236 2001 S. Grand Traverse
Phelps-Dodge Twr, Ste 1702 1828 L Street, N.W., Ste 260 (313)767
2600 N. Central (602)279 (202)833
Grand Rapids
Tucson LATA 668 ILLINOIS 209 Graham, S.W.
Arizona Bank Bldg. Chicago LATA 358 (616)235
33 N. Stone, Suite 1610 Prudential Building
(520)792 130 E. Randolph, Suite 4001 Jackson
(312)861 170 W. North Street
CALIFORNIA (517)783
Bakersfield LATA 734 INDIANA
1430 Truxton Ave., Ste 730 Indianapolis LATA 336 Kalamazoo
(805)327 Merchants Bank Bldg. 303 Mills St.
11 S. Meridian (616)385
Fresno LATA 728 Suite 1798/1799
4605 E. Vine (317)637 Lansing
(209)486 230 South St.
Southbend LATA 332 (517)482
Fresno Ter 211 West Washington St.
Guarantee Savings 19th Floor Midland
B1171 Fulton Mall, Ste. 1201 (219)233 1000 Jefferson
(209)268 (517)631
MARYLAND
Los Angeles LATA 730 Baltimore LATA 238 Pontiac
One Wilshire 1220 S. Howard 324 S. Saginaw
624 S. Grand, Suite 1615 (301)752 (313)338
(213)689
MICHIGAN Royal Oak
San Diego LATA 732 Ann Arbor 3100 W. 14 Mile Rd.
8933 Complex Dr. 1615 Plymouth Rd. (313)435
(619)569 (313)994
Saginaw
San Francisco LATA 722 Battle Creek 315 Meredith
Metropolitan Life Bldg. 175 Main Street (517)771
425 Market St, Ste 3800C (616)962
(415)543 MISSOURI
Bay City Kansas City LATA 524
Sunnyvale LATA 722 100 E. Hart Bank of Kansas City
111 Uranium (517)667 1125 Grand Ave., Suite 1704
(408)739 (816) 283
Detroit LATA 340
COLORADO Book Bldg. Suite 2609 St. Louis LATA 520
Colorado Springs LATA 658 1249 Washington Blvd. 900 Walnut, Suite 220
102 S. Tejon, Suite 780 (313)961 (314)231
(719)471
Detroit NEVADA
**Denver LATA 656 1860 Gratiot Ave. **Las Vegas LATA 821
Bell Building (313)259 Centel Bldg, Ste 400
931 14th Street, Ste. 622 125 S Las Vegas Blvd.
(303)572 (702)388
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
NEW JERSEY Tulsa LATA 538 Harlingen LATA 568
Newark LATA 224 Lookout Mountain 513 E. Jackson
744 Broad Street, 3rd Floor 3500 S. 26th West Avenue Matz Building
(201)824 (918)584 (210)425
(918)446
NEW MEXICO Houston LATA 560
Albuquerque LATA 664 PENNSYLVANIA 293 N. Main Street
200 Lomas Blvd, N.W. Philadelphia LATA 228 (713)224
13th Floor 2401 Locust St., 2nd Floor
(505)247 (215)564 Lubbock LATA 544
1220 Broadway, #1901
NEW YORK Pittsburgh LATA 234 (806)762
New York LATA 132 Oliver Building
60 Hudson St., Ste 206 535 Smithfield St., Ste 2650 McAllen LATA 568
(212)285 (412)281 200 S. 10th Street, Suite 704
(210)687
OHIO TEXAS
Akron LATA 325 Abilene LATA 550 Midland LATA 542
1 Cascade Plaza, Ste 1950 1049 N. Third, Suite 500 KMID-TV Studio
Main & Bowery (915)675 La Force Blvd &
(216)535 Air Terminal
Amarillo LATA 546 (915)561
Cincinnati LATA 922 Amarillo Petroleum Bldg.
2300 Carew Tower 203 W. 8th, Suite 607/608 San Angelo LATA 961
Suite 4701 (806)373 36 E. Twohig, 15th Floor
441 Vine St. (513)651 (915)653
Austin LATA 558
Cleveland LATA 320 621 Pleasant Valley Road San Antonio LATA 566
R.F. Keith Bldg., Suite 2117 (512)389 660 S. Santa Rosa
1621 Euclid Ave. (210)225
(216)771 Corpus Christi LATA 564
606 N. Carancahua, Ste 816 Waco LATA 556
Columbus LATA 324 Wilson Plaza 100 S. 26th Street
Borden Bldg., Level 2B (512)882 (817)750
180 E. Broad St.
614(469) Dallas LATA 552 **Priced on an Individual Case Basis (ICB)
Tower of the Americas
Dayton LATA 328 2323 Bryan, Suite 380
1 National Bank Bldg.
Suite 2220 2223 Houston St.
130 W. Second (513)461 (214)954 (214)969
Toledo LATA 326 El Paso LATA 540
319 Madison Ave., Ste 2901 El Paso National
(419)242 Bank Bldg.
201 E. Main, Suite 1702
OKLAHOMA (915)533
Oklahoma City LATA 536
Liberty Tower Fort Worth LATA 552
100 N. Broadway, Ste 3020 WT Waggoner Blvd.
(405)232 810 Houston, Suite 1705
(817)870
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ANCILLARY PRICING SCHEDULE FOR ON-NET SERVICE
NON-RECURRING CHARGES DS-1 DS-3
- --------------------- ---- ----
<S> <C> <C>
New Order Installation (On-Net) * *
New Order Installation (Off-Net) * *
DS-1 Ramp-Up per DS-O * *
Order Change (less than 5 business days) * *
Order Cancellation (less than 5 business days) * *
ASR (new or disconnect) (Special Access Only) * *
ASR Supplement * *
Order Expedite * *
Reconfiguration Same as install Same as install
<CAPTION>
MONTHLY RECURRING CHARGES DS-1 DS-3
- ------------------------- ---- ----
<S> <C> <C>
Monthly circuit charge (IXC portion) * *
Cross-connect charge * *
Other Interexchange Carrier to Lessor local access
or bypass facility (Lessor long haul not involved)
Local bypass charge * *
Lessor POP to Lessor POP in same city, with no
Lessor long haul attached at either Lessor POP.
<CAPTION>
MISCELLANEOUS RECURRING NON-RECURRING
- ------------- --------- -------------
<S> <C> <C>
M13 1 yr Term * *
2+yr Term * *
3+yr Term * *
ECHO CANCELLER (per circuit end) * *
SECOND END LOOP (Ex: for ADPCM) * *
DEMAND MAINTENANCE * /hr 8a.m.-5p.m. M-F, 4 hour minimum
if dispatch is required; * /hr after hours
with 4 hour minimum
RACK SPACE * - subject to availability
SHELF SPACE * /ea/mo ICB install
DC POWER * /amp/mo (5 amp minimum; 5 amp
increments)
CIF AC/DC POWER *
ALL OTHER SERVICES See Note (2)
</TABLE>
(1) All of the above charges are subject to change with a 30-day notice.
(2) Services not described above will be considered special handling and
charges will be assessed on an individual basis.
* CONFIDENTIAL TREATMENT REQUESTED
EXHIBIT 10.23
UUNET
An MCI WorldCom Company
CONFIDENTIAL MATERIALS HAVE BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT AND HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.
UUNET
AN MCI WorldCom Company
MASTER INTERNET SERVICES AGREEMENT
This Master Internet Services Agreement ("Agreement") is made
by and between UUNET Technologies, Inc., with its principal offices at 3060
Williams Drive, Fairfax, VA 22031 ("UUNET") and Savvis Communications
("Customer") with its principal offices at 7777 N. Boonhomme, #1000, St. Louis,
Missouri 63105 for the purpose of setting forth the terms and conditions
relating to the purchase of UUNET's Internet products and services by the
Eligible Participants, as defined in Section 1 below.
1. DEFINITIONS. "Affiliate" means with respect to a party, an
entity controlled by, controlling, or under common control with, such party.
"Effective Date" means the effective date of this Agreement, which shall be the
last date of the signature of a duly authorized representative of a party
affixed below.
2. SERVICES. The services currently available hereunder from
UUNET and its Affiliates ("Services") are set forth in the attached Schedule 1.
UUNET may amend Schedule 1 from time to time to remove Services if they should
be discontinued or to add new services (which shall be included within the term
Services upon such addition) by providing a revised copy of Schedule 1 to
Customer. Such amendments shall be prospective only, shall be effected only upon
at least six months' prior written notice and shall not affect any existing
Service being provided by UUNET or its Affiliates to Customer at the time of
amendment.
3. PRICING. The prices for Services applicable to this
Agreement (exclusive of any telco and equipment changes, which are Customer's
responsibility), are detailed in Schedule 1, and shall be applicable to new
services only in the United States and to the Services in effect on the date
hereof as of the date of this Agreement referenced as UUNET account numbers
U03914, U04418, U04419, U05810, U05811, U05814, U05817 and U05049. UUNETs
obligation to provision any service under this Agreement and to make Services
available at the prices set forth on Schedule 1 shall be conditioned upon
receipt from Customer on or before the date of this Agreement of a certified or
cashier's check in the amount of at least $475,000.00, in which case, the prices
set forth on Schedule 1 shall be applicable as of April 2, 1999 Any Service
shall only be available if the Customer agrees to the standard terms and
conditions applicable to such Service (as modified by the terms of this
Agreement) and commits to purchase that Service for at least a one-year term
from the date of Service installation.
4. FORECASTS. Two weeks prior to the end of each calendar
quarter Customer shall, based on the best available information, provide UUNET a
forecast of orders likely to be generated pursuant to this Agreement during the
subsequent quarter on a per Service basis. Within two weeks of receipt of each
forecast,
1
<PAGE>
UUNET shall provide to Customer non-binding estimated installation times for
such forecasted orders.
5. SERVICE ORDERS AND COORDINATION. Customer will coordinate
all orders for Services through UUNET's designated Account Manager. Customer
will enter into an Agreement for Service using UUNET's then-current service
agreement. Each service agreement shall set forth the terms and conditions of
the Service, provided, that (a) Monthly Fees for the Service shall be set forth
in this Agreement, and (b) any service level agreements and related credit terms
set forth in such service agreement shall not apply to any Services under this
Service Agreement.
6. TERM. The initial term of this Agreement shall be three
years from the Effective Date. Thereafter, this Agreement shall be automatically
renewed for additional one (1) year terms, provided that neither party has
delivered to the other a written notice of intent not to renew for the
forthcoming term not less than 60 days in advance of the end of the then-current
term. Customer may terminate any Service if the Service fails to meet for any
three-month consecutive period the Latency Guarantee set forth in UUNET's
Service Level Agreement, as in effect from time to time and available at
www.uunet/customers/sla/terms.html after Customer provides UUNET at least sixty
60 days' written notice of such intention to terminate and the Latency Guarantee
is not met for at least thirty 30 days during such 60-day period.
7. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING ELSE TO
THE CONTRARY STATED OR IMPLIED HEREIN OR IN ANY SERVICE AGREEMENT, NEITHER PARTY
SHALL HAVE ANY LIABILITY TO THE OTHER PARTY WHATSOEVER FOR ANY INDIRECT,
INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING WITHOUT
LIMITATION, LOSS OF PROFIT, LOSS OF REVENUE, OR LOSS OF BUSINESS SUFFERED BY THE
OTHER OR BY ANY ELIGIBLE PARTICIPANT, ASSIGNEE, OR OTHER TRANSFEREE OF THE
OTHER. EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.
8. ACCEPTABLE USE. UUNET's Services may only be used for
lawful purposes. Use of any Service must comply with the then-current version of
the UUNET Acceptable Use Policy ("Policy") for the country in which the service
is provided, available at the following URL: www.uunet/usepolicy, and in the
event no Policy is available for that country the U.S. policy shall apply. UUNET
reserves the right to change the Policy from time to time, effective upon
posting of the revised Policy at the URL. UUNET reserves the right to suspend
the Service or terminate this Agreement effective upon notice for a violation of
the Policy.
9. INVOICING AND PAYMENT. UUNET will invoice Customer for the
Service ordered by Customer in accordance with the terms of the applicable
service
2
<PAGE>
agreement, provided, that in addition to the early cancellation fees set forth
therein, Customer shall pay an additional cancellation fee equal to telco fees
for a sixty (60) day period if UUNET has ordered the applicable telco circuit.
Customer will make payment for such Service in accordance with the terms of the
applicable service agreement.
10. PUBLICITY. Neither party shall publicize the existence of
this Agreement without the written consent of the other. Neither party may use
the name, logo, trademarks, service marks, or other proprietary identifying
symbols of the other party in any advertising, signage, marketing materials,
brochures, or any other materials in any medium without the other party's
express advance written consent. Any such permitted use shall be only within
guidelines provided by such party. UUNET has approved the use of Customer's map
sent on May 25, 1999, by Customer to UUNET depicting UUNET's Services. Customer
may revise such maps and may use such maps in its marketing materials, each in a
manner consistent with UUNET's approval without seeking UUNET approval of each
revision. Any change in the manner or description of such depiction shall
require prior written approval by UUNET. Changes in port speeds and circuit
locations shall not require UUNET approval. Neither party shall issue any press
release, announcement, or public statement with respect to this Agreement or the
other party without the other party's express advance written consent. Any
breach of this Section shall be a material breach of this Agreement constituting
cause for termination.
11. CONFIDENTIALITY. The terms of this Agreement shall be held
confidential by each party, as shall each party's confidential or proprietary
information ("Confidential Information"). The prices set forth in Schedule 1,
and any non-public data provided by UUNET to Customer regarding performance of
the UUNET network shall be deemed UUNET Confidential Information. Neither party
shall disclose the other party's Confidential Information to third parties
without the other party's written consent, except as permitted pursuant to this
Section. Each party shall disseminate the other party's Confidential Information
among its employees, Affiliates, or agents only on a need-to-know basis and
shall use such Confidential Information only for the purposes of performing its
obligations hereunder. To the extent a party is required by applicable law,
regulation, government agency or court order, subpoena, or investigative demand
to disclose the existence or terms of this Agreement, or the other party's
Confidential Information, such party shall use its reasonable efforts to
minimize such disclosure and to obtain an assurance that the recipient shall
accord confidential treatment to such Confidential Information, and shall notify
the other party contemporaneously of such disclosure. Either party, in its
discretion, may terminate this Agreement for cause upon ten days' notice and
without penalty in the event of any breach of this Section. The obligations in
this Section 11 shall survive termination or expiration of this Agreement for an
additional period of two years.
12. GENERAL. This Agreement may not be assigned by either
party without the prior written consent of the other, which consent shall not be
unreasonably withheld, conditioned, or delayed; provided, that either party may
assign or transfer this Agreement to any Affiliate of such party upon advance
written notice to the other party. No failure on the part of either party to
exercise, and no delay in exercising, any right or remedy hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right or remedy hereunder preclude any other or further exercise thereof or the
exercise of any other right or remedy granted hereby or by law. This Agreement
supersedes all prior or contemporaneous representations, agreements, or
understandings concerning the subject matter hereof. If any term of this
Agreement, or application of such term to any person or circumstance, shall be
held invalid, the remainder of this Agreement, or the application of such term
to persons or circumstances other than those to which it is held invalid, shall
not be affected thereby.
3
<PAGE>
/s/ Robert McCormick /s/ Clint Heiden
- --------------------------------- ------------------------------
Customer Authorized Signature UUNET Authorized Signature
Robert McCormick Clint Heiden
- --------------------------------- ------------------------------
Printed Name Printed Name
EVP/CTO VP SALES
- --------------------------------- ------------------------------
Title Title
5/27/99 6/4/99
- --------------------------------- ------------------------------
Date Date
4
<PAGE>
SCHEDULE 1: PRICING OF SERVICES
The Monthly Fees set forth below do not apply to any equipment charges
(including without limitation, routers, CSUs/DSUs, and firewall hardware), telco
installation and line charges, or any other charges not included in the UUNET
Monthly Fee for a Service specified herein.
Dedicated Access Services
Service Start-up Charge Monthly Fee(1)
T-3 N/A *
OC-3 N/A *
Equipment(1)
UUNET will provide Customer with a * discount off Cisco list price on any
Cisco equipment offered by UUNET for resale and ordered from UUNET by Customer.
UUNET will provide Customer with a * discount off published list price on
any other equipment offered by UUNET for resale and ordered from UUNET by
Customer.
- --------
(1) For Burstable OC-3 services: if actual usage is under 90 Mbps the Monthly
Fee shall be * , and if equal to or over 90 Mbps the Monthly Fee shall be
* . The Monthly Fees and discounts on equipment sales set forth above are
conditioned upon (a) Customer's order, effective upon execution of this
Agreement by Customer, of OC-3 or, at Customer's option, full 45 Mbps T-3 leased
lines and (b) Customer's commitment, effective upon 30 days after Customer's
execution of this Agreement, to have on order or in service an aggregate of
sixteen (16) 45 Mbps equivalents with at least one-year terms under this
Agreement. If Customer fails to order and maintain such Services, the Monthly
Fee for T-3 leased line Service currently in effect shall be as set forth in the
service agreements in effect as of the date hereof and any additional Services
shall be at UUNET's list prices in effect as of the Service order date. There is
no maximum number of circuits that Customer may order under this Agreement.
1
* CONFIDENTIAL TREATMENT REQUESTED
EXHIBIT 10.24
CONFIDENTIAL MATERIALS HAVE BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.
INTERNETMCI DEDICATED ACCESS AGREEMENT
FOR FULL RATE DS3 (ICB)
MCI Telecommunications Corporation ("MCI") will provide and Customer will take
internetMCI Dedicated Access Service on the terms contained in Attachments 1, 2,
3, 4, and 5 of this cover sheet (this cover sheet and such Attachments referred
to collectively as the "Agreement"). Note: all correspondence should include the
entire account team and point of contact.
** The address for Contract Administration for Cindy Andreotti's regions is:
MCI
Contract Administration
Attention: Justin Schlifkin
6 Concourse Parkway
Suite 1000
Atlanta, GA 30328
** The address for Contract Administration for Vince Corica's regions,
Government Markets and International Orders is:
MCI
Contract Administration
Attention: Stacy Poppell
6 Concourse Parkway
Suite 1000
Atlanta, GA 30328
SAVVIS COMMUNICATIONS
- ------------------------------- networkMCI, INC.
CUSTOMER NAME
7777 BONHOMME, SUITE 1000 MCI Telecommunications Corporation
- ------------------------------- Business Markets Headquarters
STREET ADDRESS Three Ravinia Drive
ST. LOUIS, MO 63635 Atlanta, Georgia 30346
- -------------------------------
CITY/STATE/ZIP
/s/ Gary Zimmerman /s/ Justin Schlifken
- ------------------------------- ----------------------------------
CUSTOMER SIGNATURE AUTHORIZED MCI SIGNATURE
Gary Zimmerman, VP Network Ops Justin Schlifkin
- ------------------------------- ----------------------------------
PRINT NAME AND TITLE PRINT NAME AND TITLE
3/24/98 4/16/98
- ------------------------------- ----------------------------------
CUSTOMER SIGNATURE DATE MCI ACCEPTANCE DATE
Notice: This Agreement will not go into effect until executed by both Customer
and MCI. This offer is subject to MCI's credit approval of Customer.
<PAGE>
ATTACHMENT 1
internetMCI DEDICATED ACCESS SERVICE DESCRIPTION
1. OVERVIEW.
MCI's internetMCI Dedicated Access Service is a suite of Internet
access services that can be integrated with its existing business long
distance services. At the originating customer premises, the customer's
equipment places data into Internet Protocol (IP) packets and gives
each packet a terminating address. MCI routes registered IP packets
over the MCI IP backbone to the terminating Internet location.
internetMCI Dedicated Access is available at speeds up to 45 Mbps
(where access is available).
2. TECHNICAL DESCRIPTION.
MCI's Internet Protocol (IP) backbone is a packet-switched interLATA
data transport service comprised of dedicated 622 Mbps digital circuits
connected in a mesh topology and based on the TCP/IP suite of
protocols: the Internet standard. IP provides a connectionless data
transfer service operating as layer three of the OSI reference model.
3. ACCESS.
Customers currently obtain dedicated access to internetMCI via
dedicated digital facilities or via logical permanent virtual circuits
(PVC) available as part of MCI's HyperStream Frame Relay service.
4. AVAILABILITY.
internetMCI Dedicated Access Service is available nationwide from
cities listed in MCI Tariff FCC No. 1, Section C.12, Table IV, Part A,
as amended from time to time, or any successor tariff, unless otherwise
specified.
[END OF ATTACHMENT 1]
- 2 -
<PAGE>
ATTACHMENT 2
TERMS AND CONDITIONS
1. CHARGES: You agree to pay all applicable charges for the Internet access
service ordered on the attached Cover Sheet (the "Service"). Charges shall be
invoiced monthly and are due 30 days net. Amounts not paid within 30 days after
the date of the invoice will be considered past due. Prices do not include
applicable taxes, for which you are responsible. Rates and charges may be
changed by MCI per the terms of Attachment 3, and you agree to pay any
additional charges which may result. If the Service becomes tariffed, the tariff
will supersede any conflicting provisions of this Agreement.
MCI may require, in MCI's sole discretion, alternate or additional security from
Customer. Customer's failure or refusal to comply with such requirement upon
MCI's request therefore may result in the cancellation of this Agreement and
Customer's service for cause. At MCI's request, you shall provide a letter of
credit or provide a security deposit to assure payment. Letters of credit must
be irrevocable to be acceptable as security deposits. MCI may reject such
letters of credit if they contain any conditions which MCI finds objectionable
in MCI's sole discretion. MCI shall release any letter of credit or return any
security deposit within thirty (30) days after the later of: (a) the customer
terminating service with MCI, and, (b) the customer satisfying all outstanding
invoices and indebtedness shown on MCI's books and records of account.
2. TERM AND TERMINATION: The service term begins when MCI's circuit has been
fully installed and tested and the Service is available for your use, regardless
of the status of your equipment. The term of the Service ("Term") is as set
forth in Attachment 3 and automatically shall renew for successive thirty (30)
day Terms at MCI's then-current month-to-month rates, regardless of the original
Term, unless either party provides the other thirty (30) days prior written
notice that it does not wish to renew. You may terminate Service on 30 days
prior written notice and will be liable for any applicable early termination
charges. MCI may suspend or terminate Service if you materially breach this
Agreement, including failure to pay for any past due amounts for invoiced
services as set forth in Section 1 above, and do not cure such breach within 3
days (72 hours) of notice; provided, that MCI may terminate immediately without
notice in order to prevent damage to or degradation of its Internet network
integrity which may be caused by the Customer or anyone using Customer's access,
or to comply with any law, regulation, court order, or other governmental
request order which requires immediate action, or for a violation of MCI's
Policy Against Spamming or for other behavior that in MCI's sole discretion may
be deemed to be illegal, or otherwise to protect MCI from legal liability. MCI
- 3 -
<PAGE>
will endeavor to give Customer notice regarding the reason(s) for termination as
soon as reasonably practicable after such termination.
3. RIGHTS AND OBLIGATIONS OF CUSTOMER: You shall at your own expense be
responsible for all site preparation activities necessary for installation of
the Service. You shall give MCI and its suppliers reasonable access to your
premises at all reasonable times. You shall not use the Service or permit any
use of the Service which is illegal, unlawful, or harassing, which infringes
upon another's intellectual property rights, or which otherwise constitutes
network abuse, and you shall be responsible for any such misuse of the Service.
You shall indemnify MCI and its affiliates against any liabilities incurred by
them as a result of such misuse. You also will pay to MCI the reasonable
attorneys fees and costs, including allocable costs of in house counsel,
incurred by MCI in enforcing this Agreement. You shall be responsible for
communicating with your own users of the Service, and for handling all
complaints and trouble reports made by such users. You must comply with
reasonable security procedures and standards with respect to your own routers
that interface with the Service. MCI may communicate security issues to you from
time to time when abuse or misuse is observed or reported by others.
4. EQUIPMENT AND SOFTWARE: MCI is not responsible for the installation,
maintenance, compatibility or performance of any equipment or software not
provided by MCI, and you shall indemnify MCI and its affiliates against any
infringement claims arising out of such third party equipment or software with
the Service. If such third party equipment or software impairs the Service, you
remain liable for payment, and if such third party equipment is likely to cause
hazard or service obstruction, you shall eliminate such likelihood at MCI's
request. MCI will troubleshoot difficulties caused by such third party equipment
or software at your request, at MCI's standard rates and terms. In the event you
provide any router to interface with the Service, you must cooperate with MCI in
configuring and managing such router(s) in order to implement and operate the
Service.
5. SERVICE OBJECTIVES: In providing the Service, MCI will use its diligent
efforts to meet the service objectives as specified in Attachment 5 hereto
(Service Level Agreement).
6. MCI OBLIGATIONS; DISCLAIMER OF WARRANTIES: MCI shall operate and maintain the
Service, contingent upon MCI's ability to maintain necessary licenses or
permissions and MCI's network capacity and connection availability. You
understand that, except for certain services specifically identified as MCI
services, MCI does not operate or control the Internet. YOU ASSUME TOTAL
RESPONSIBILITY FOR YOUR AND YOUR USERS' USE OF THE INTERNET. MCI MAKES NO
EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS REGARDING ANY
MERCHANDISE, INFORMATION, PRODUCTS OR SERVICES PROVIDED THROUGH THE INTERNET.
THE
- 4 -
<PAGE>
SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF
ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE,
NONINFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. NO ADVICE OR INFORMATION GIVEN BY MCI'S EMPLOYEES, AGENTS OR
CONTRACTORS SHALL CREATE A WARRANTY. MCI has no obligation to monitor the
Service; however, MCI may monitor the Service and disclose information gained
from such monitoring in order to satisfy any law, regulation or other
governmental request, to operate the Service and administer MCI's network, or to
protect itself or its subscribers. MCI reserves the right to refuse to post or
to remove any information or materials, in whole or in part, that in its sole
discretion are unacceptable, undesirable, or in violation of this Agreement. In
no event shall MCI be deemed liable for any failure or delay due to any cause
beyond MCI's control.
7. LIMITATION OF LIABILITY: UNDER NO CIRCUMSTANCES SHALL MCI BE LIABLE FOR ANY
INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES THAT RESULT
FROM YOUR OR YOUR USERS' USE OF OR INABILITY TO ACCESS ANY PART OF THE INTERNET
OR YOUR OR YOUR USERS' RELIANCE ON OR USE OF INFORMATION, SERVICES OR
MERCHANDISE PROVIDED ON OR THROUTH THE SERVICE, OR THAT RESULT FROM MISTAKES,
OMISSIONS, INTERRUPTIONS, LOSS, THEFT, OR DELETION OR FILES, ERRORS, DEFECTS,
DELAYS IN OPERATION, OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE. If you are
dissatisfied with the Service or these Terms and Conditions, your sole remedy is
to terminate this Agreement.
8. DOMAIN NAME REGISTRATION; EQUIPMENT: At your request and expense, MCI shall
assist in the registration of your domain name(s), provided that you represent
and warrant to MCI that any name you submit to MCI and/or the domain name
authority for registration and all intellectual property rights therein are
owned exclusively by you, or that you have all necessary rights to register such
name, and you agree to indemnify MCI against all losses incurred by MCI as a
result of a breach of this warranty. MCI shall not be responsible for its
inability to register any domain name(s). At your request and expense, MCI,
where permitted, shall also assist you in procuring equipment in connection with
your use of the Service. The parties shall enter into a separate agreement to
govern the terms of any such procurement activity.
9. NONDISCLOSURE: As used in this Agreement, the term "Confidential Information"
shall mean any information of a party disclosed by one party to another pursuant
to this Agreement which is in written or other tangible form (including on
magnetic media) or by oral, visual or other means, which is or reasonably should
have been understood by the recipient (the "Receiving Party"),
- 5 -
<PAGE>
because of legends or other markings, the circumstances of disclosure or the
nature of the information itself, to be proprietary and confidential, including
without limitation this Agreement itself. Each party recognizes the importance
of the Confidential Information. Accordingly, each party agrees as follows: (a)
The Receiving Party agrees (i) to protect such Confidential Information from
disclosure to others, using the same degree of care used to protect its own
confidential or proprietary information of like importance, but in any case
using no less than a reasonable degree of care, (ii) not to disclose except as
specifically permitted hereunder any of the Confidential Information or any
information derived therefrom to any third person except to its Affiliates and
contractors under a confidentiality obligation to the Receiving Party which is
no less restrictive than that contained herein, and (iii) not to make any use
whatsoever at any time of such Confidential Information except as expressly
authorized in this Agreement. Any Affiliate, employee, agent or contractor given
access to any such Confidential Information must have a legitimate "need to
know" and shall be similarly bound in writing. Without granting any right or
license, the parties agree that the foregoing shall not apply with respect to
information the Receiving Party can document (i) is in or (through no improper
action or inaction by the Receiving Party or any affiliate, agent or employee
thereof) enters the public domain, or (ii) was in its possession or known by it
prior to receipt from the disclosing party, or (iii) was rightfully disclosed to
it by another person without restriction, or (iv) was developed independently by
it without use of the Confidential Information. (b) Immediately upon termination
of this Agreement, the Receiving Party will return or, at the disclosing party's
direction, destroy and certify the destruction of all Confidential Information
and all documents and media containing any such Confidential Information and all
copies and extracts thereof. (c) Either party may disclose the other's
Confidential Information as required by law. (d) Each Receiving Party
acknowledges and agrees that due tothe unique nature of the Confidential
Information, there can be no adequate remedy at law for any breach of the
obligations hereunder, that any such breach will allow the Receiving Party or
third parties to unfairly compete with the disclosing party, and will result in
irreparable harm to the disclosing party and therefore that upon any such breach
or any threat thereof, the disclosing party shall be entitled to appropriate
equitable relief in addition to whatever remedies it might have at law and under
this Agreement.
10. MISCELLANEOUS: All notices required or permitted hereunder must be in
writing, delivered personally or by U.S. mail, facsimile or electronic mail
(followed by hard copy, in the case of fax or email) to the respective signatory
and notice addresses set forth on the Cover Sheet, or such other person and/or
address as a party may notify the other from time to time, and shall be deemed
effective upon receipt. Any dispute relating to this Agreement which cannot be
resolved by negotiation shall be settled by binding arbitration in accordance
with the J.A.M.S./ENDISPUTE Arbitration Rules and Procedures ("Endispute
Rules"), as amended by this Agreement. The costs of arbitration shall be shared
equally by the
- 6 -
<PAGE>
parties unless the arbitration award provides otherwise. Each party shall bear
the cost of preparing and presenting its case. The parties agree that the
arbitrator's authority to grant relief shall be subject to the United States
Arbitration Act, 9 U.S.C. 1-16 et seq. ("USAA"), the provisions of this
Agreement, and the ABA-AAA Code of Ethics for Arbitrators in Commercial
Disputes. The arbitrator shall have no power to make any award that provides for
punitive or exemplary damages. The arbitrator's decision shall follow the plain
meaning of the relevant documents, and shall be final and binding. The award may
be confirmed and enforced in any court of competent jurisdiction. All post-award
proceedings shall be governed by the USAA. If the Customer resells access
provided pursuant to this Agreement, Customer shall insure that its customers
abide by the terms of this Agreement (including but not limited to MCI's Policy
against Spamming), and Customer shall not make any representations, warranties,
or indemnities inconsistent with the terms of this Agreement. This Agreement
shall be binding upon and inure to the benefit of the successors and permitted
assigns of the parties hereto. Neither this Agreement, nor any of your rights or
obligations herein shall be transferable or assignable by you without MCI's
prior written consent and any attempted transfer or assignment hereof not in
accordance herewith shall be null and void. In the event that any portion of
this Agreement is held to be unenforceable, the unenforceable portion shall be
construed in accordance with applicable law as nearly as possible to reflect the
original intentions of the parties and the remainder of the provisions shall
remain in full force and effect. Either party's failure to insist upon or
enforce strict performance of any provision of this Agreement shall not be
construed as a waiver of any provision or right. Neither the course of conduct
between parties nor trade practice shall act to modify any provision of this
Agreement. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York, without regard to its conflicts of law
provisions. Any cause of action you may have with respect to the Service must be
commenced within one (1) year after the claim or cause of action arises or such
claim or cause of action is barred. This Agreement constitutes the entire
agreement between you and MCI with respect to the Service and can be modified
only in writing by the parties hereto.
11. USE OF MCI'S NAME/MARKS: Neither party may use the other's name, trademark,
tradenames or other proprietary identifying symbols without the prior written
approval of the other party. In Customer's use of the Service provided hereunder
and in the provision of services by Customer to its own customers, Customer
shall not: (i) use any service mark or trade mark either of MCI or any of its
affiliated companies or of which MCI or any of its affiliated companies is a
licensee, or (ii) refer to MCI or any of its affiliated companies in connection
with any product, equipment, offering, promotion, service or publication of the
Customer or of a third party on behalf of or with the authorization of the
Customer, without the written approval of MCI and its pertinent affiliated
company. Customer agrees that: (i) any use of MCI mark(s) by it is for the
benefit of MCI; (ii) all good will
- 7 -
<PAGE>
resulting therefrom vests solely in MCI; and (iii) Customer will neither have
nor make any claim in or to such mark(s).
A violation of this Section shall constitute a material breach of this
Agreement. Any cure of such breach must be to MCI's independent satisfaction.
Notwithstanding anything herein to the contrary, MCI shall be entitled to seek
injunctive relief in enforcement of this Section.
[END OF ATTACHMENT 2]
- 8 -
<PAGE>
ATTACHMENT 3
internetMCI DEDICATED ACCESS RATES, CHARGES AND DISCOUNTS
I. CONNECTION ORDERED PER THIS ATTACHMENT
1. Customer Name: SAVVIS Communications Corporation
2. Billing ID: 02049338
3. Circuit ID or PVC#: itx96393-0001
4. Served Location (City, State): Santa Clara, CA
5. Served Location NPA-NXX: 408-496
6. Transmission Rate of Connection : 45Mbs
7. Access Method (Dedicated Access, Frame Relay): Dedicated
Access
II. RATES AND CHARGES
A. LOCAL LEASED ACCESS LINE CHARGES.
Local Leased Access Lines: This Agreement incorporates by
reference the terms and conditions of MCI's filed and
effective tariffs, as amended from time to time in accordance
with law, including all installations, reconfiguration, and
monthly recurring rates for any applicable local channel,
central office connection, and access coordination charges.
These charges are in addition to the Network Connections
Pricing set forth in Section II(B) below. Access Pricing Plan
(APP) discounts having the same term as the Term of this
Agreement are available, subject to the terms and conditions
of the applicable APP. The Access Pricing Plan must be
separately applied for, and is not subject to, or a part of,
the terms and conditions of this Agreement.
B. NETWORK CONNECTIONS PRICING.
MCI provides Dedicated Private Line Channel
connections for the internetMCI Full Rate DS3
service. Additionally, the charges below apply for
the connectivity of the Full Rate DS3 service to the
internetMCI network.
1. Installation Charges: * for all connection speeds
2. Reconfiguration Charges: * per occurrence
- 9 -
* CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
3. Monthly Recurring Charges. Check box to indicate
understanding of the rates.
[ ] Full Rate DS3 (ICB Only)
For Full Rate DS3, the Customer will receive the monthly
recurring rate that corresponds to the average monthly usage
tier (as measured in Megabits per second) at which the
Customer's actual monthly usage qualifies. For the
provisioning of the Full Rate DS3 Service it is required that
the customer have a Digital Link 3100 DSU/CSU:
<TABLE>
<CAPTION>
Average Monthly Usage Monthly Recurring Charge
--------------------- ------------------------
<S> <C>
0 - 1.5 Mbps *
1.51 - 3.0 Mbps *
3.01 - 4.5 Mbps *
4.51 - 6.0 Mbps *
6.01 - 10.0 Mbps *
10.01 - 15.0 Mbps *
15.01 - 45.0 Mbps *
</TABLE>
The Full Rate DS3 connection charge is based upon the
Customer's average monthly utilization of the connection.
Average Monthly Utilization is defined as the greater of the
average traffic into or out of the port connection as
expressed as a percentage of the total capacity of the
connection. Traffic is measured in five minute intervals,
which are averaged monthly to arrive at the appropriate
monthly usage tier. The Customer will be provided with a
monthly utilization report upon request.
New MCI connections will be billed for the first two months of
service at the pricing associated with the lowest usage tier
set forth in the table. Existing MCI Customers will be billed
for the one month at the pricing associated with their Average
Monthly Utilization during the monthly period immediately
preceding the commencement of the Term of this Agreement. The
Customer's inbound and outbound traffic will be measured
during the first two months, and the Customer will be
reassigned in the third month to the usage tier commensurate
with their Average Monthly Utilization for the prior usage of
two months past. At the end of any monthly measurement period
in which the Customer's Average Monthly Usage falls below or
exceeds the usage associated with its assigned tier, the
Customer will be reassigned to a new tier commensurate with
their Average Monthly Utilization.
- 10 -
* CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
For DS3 connectivity, Customer will be provisioned through
MCI's ____ IP node. If necessary, Customer will be charged for
back hauling its DS3 connection facility from the Customer's
MCI Point of Presence location to the nearest natural backhaul
BIPP node termination point in MCI's Internet network at the
per-mile TDS 45 rates set forth in MCI's Tariff FCC No. 1.
Such back-hauling charges are eligible for the discount as set
forth in Section II(C)(1) below.
4. Price Changes. MCI reserves the right to change its
Network Connection pricing on 30-days advance notice.
If any such price change, after all applicable
discounts are applied, results in a net decrease to
Customer's monthly charges, Customer will receive the
benefit of such decrease. If such price change, after
all applicable discounts are applied, results in a
net increase to Customer's monthly charges of more
than five percent (5%), Customer may terminate this
Agreement without further liability, other than
payment of charges incurred prior to the termination
date. To exercise the right to terminate the
Agreement provided under this Section, Customer must
provide MCI with at least thirty (30) days prior
written notice, which notice must be delivered to MCI
within thirty (30) days of Customer's receipt of
notice of the applicable price increase. Within
thirty (30) days of any termination of this Agreement
pursuant to this Section, Customer shall repay to MCI
any credits that MCI may have granted to Customer
hereunder.
5. Partial Billing. Customers will be billed a prorated
share of the above charges for connections installed,
terminated, or reconfigured during the course of a
monthly billing cycle.
C. FIXED TERM DISCOUNTS
1. Options. Customer will receive discounts off MCI's
month-to-month rates by committing individual
connections to 1, 2, 3, 4, or 5 year service terms.
Fixed term discounts are applied on the effective
charges after applying all utilization and connection
cost-based discounts and surcharges. Fixed term
discounts shall not apply to Local Leased Access Line
Charges. If no term is selected below, the Customer
will be placed on a month-to-month term and will
receive no discounts.
Select One Term (in Years) Discount
[ ] 0 0%
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<PAGE>
[ ] 1 15%
[ ] 2 17%
[ ] 3 20%
[ ] 4 22%
[x] 5 25%
2. Early Termination. If the Customer's connection is
disconnected prior to the end of the committed Term,
Customer will pay an early termination charge equal
to fifty percent (50%) of their subscribed monthly
connection charges, including applicable backhaul
charges, multiplied by the number of months remaining
in the Term. In addition, within thirty (30) days of
any termination of this Agreement for which early
termination charges are applicable, Customer shall
repay to MCI any credits that MCI may have granted to
Customer hereunder. Early termination charges shall
apply in all cases except the following:
- If the Customer terminates its connection under this
Attachment due to a breach of the contract by MCI;
- If MCI must disconnect service to the Customer due to
any reason not resulting from a breach of the
Agreement by Customer;
- If Customer terminates pursuant to Section II.B.4 of
this Attachment 3, following a rate increase
3. Upgrades/Downgrades. Customer may change to a fixed
rate of DS3 connectivity utilizing the internetMCI
Fixed Rate DS3 service at any time during the term of
this Agreement. If Customer disconnects service
within six (6) months of changing the DS3 interface
of Customer's connection, any applicable termination
charge will be based on the DS3 interface used
immediately prior to such downgrade. To exercise its
right under this provision, the Customer must provide
written notice to MCI at least thirty (30) days in
advance, in the manner specified in Attachment 2.
[END OF ATTACHMENT 3]
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<PAGE>
ATTACHMENT 4
MCI TELECOMMUNICATIONS CORPORATION AND AFFILIATES
POLICY AGAINST SPAMMING (1)
MCI and its affiliates provide to business and consumer users several
information technology related services, including such service as Internet
access, various electronic mail (email) packages and services, World Wide Web
website hosting arrangements, and other online and Internet-related services.
It is contrary to MCI policy for any user of any of these services to effect or
participate in any of the following activities through an MCI-provided service:
1. To post ten (10) or more messages similar in content to Usenet or other
newsgroups, forums, email mailing lists or other similar groups or lists:
2. To post to any Usenet or other newsgroup, forum, email mailing list or other
similar group or list articles which are off-topic according to the charter or
other owner-published FAQ or description of the group or list;
3. To send unsolicited emailings to more than twenty-five (25) email users, if
such unsolicited emailings could reasonably be expected to provoke complaints.
4. To falsify user information provided to MCI or to other users of the service
in connection with use of an MCI service.
5. To engage in any of the foregoing activities by using the service of another
provider, but channeling such activities through an MCI account, remailer, or
otherwise through an MCI service or using an MCI account as a maildrop for
responses or otherwise using the services of another provider for the purpose of
facilitating the foregoing activities if such use of anothers party's service
could reasonably be expected to adversely affect an MCI service;
MCI considers the above practices to constitute abuse of our service and of the
recipients of such unsolicited mailings and/or postings, who often bear the
expense. Therefore, these practices are prohibited by MCI's terms and conditions
of service.
- --------
(1) This policy is included in this Agreement for the Customer's information
purposes and constitutes the policy as its exists at the time of execution of
this Agreement. This policy is subject to change upon public posting by MCI and
without the agreement of the Customer.
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<PAGE>
Engaging in one or more of these practices will result in termination of the
offender's account and/or access to MCI services.
In addition, MCI reserves the right, where feasible, to implement technical
mechanisms which block multiple postings as described above before they are
forwarded or otherwise sent to their intended recipients.
This policy addresses only the kinds of network abuse specifically enumerated
above. In addition to these activities, MCI's terms and conditions of service
also prohibit other forms of abuse such as harassment and the posting of illegal
or unlawful materials, and MCI will respond as appropriate to these other
activities as well.
Nothing contained in this policy shall be construed to limit MCI's actions or
remedies in any way with respect to any of the foregoing activities, and MCI
reserves the right to take any and all additional actions it may deem
appropriate with respect to such activities, including without limitation taking
action to recover the costs and expenses of identifying offenders and removing
them from the MCI service, and levying cancellation charges to cover MCI's costs
in the event of disconnection of dedicated access for the causes outlined above.
In addition, MCI reserves at all times all rights and remedies available to it
with respect to such activities at law or in equity.
If you have any questions regarding this Policy on Spamming, please contact
[email protected].
[END OF ATTACHMENT 4]
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<PAGE>
ATTACHMENT 5
internetMCI DEDICATED ACCESS SERVICE OBJECTIVES
1. SCOPE OF COVERAGE.
The internetMCI service objectives apply only to service outages related to
Customer's access port, the router to which the access port is connected, and to
any network transport on MCI's Internet backbone (the "internetMCI BIPP"). The
scope of coverage excludes, without limitation, all other public Internet
backbones and networks, any server on the Internet, customer premise equipment
("CPE") and local access and backhaul facilities from the customer to their
assigned router, which is the point of demarcation for purposes of these service
objectives, and packet delivery to or from the Internet, including Frame Relay
access.
2. PERFORMANCE OBJECTIVE
MCI will use diligent efforts to ensure that eligible trouble tickets isolated
to exist on the internetMCI BIPP will be resolved in ninety (90) minutes or
less. Failure to meet this objective may make Customer eligible for a Service
credit to be applied to Customer's next regularly-scheduled invoice for MCI
Dedicated Internet Access Service. Processing of any Customer credit will be
done by the appropriate MCI account sales team, who will apply the applicable
credit parameters contained herein.
3. MEASUREMENT OF THE OBJECTIVE
Mean-Time-To-Restore ("MTTR") is the measurement that will be used to measure
the performance objective. MTTR will be calculated on a per occurrence basis,
starting with the opening by Customer of a trouble ticket and ending when MCI
makes its first attempt to notify Customer of restoration of the Service.
One of three levels of trouble ticket severity will be assigned to each ticket,
depending on the impact of the service issue to Customer's business:
o Severity 1 - System down - Cannot PING to any host - complete access
router, access port failure or BIPP logical routing error;
o Severity 2 - System partially down - Can PING to some hosts - partial
access router or port failure,
o Severity 4 - Informational - CPE work or other.
Only trouble tickets that are classified by MCI as Severity 1 conditions may
make Customer eligible for Service credits under this Agreement.
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<PAGE>
4. CUSTOMER REPORTING PROCEDURES
At the time Customer believes that they are experiencing an out-of-service
condition, a trouble ticket should be opened be calling the designated internet
Network Operations Center ("iNOC") trouble line. Once the ticket has been
opened, the appropriate MCI organizations will initiate diagnostic testing and
trouble isolation activities to determine if the difficulty is related more
closely to access, the local loop, backhaul to an internetMCI BIPP gateway or by
CPE. If the trouble is diagnosed as one which may be within the internetMCI
BIPP, responsibility and management of that ticket will be assumed by the iNOC.
If a determination is made that the cause of the customer's service outage is a
problem related to the internetMCI BIPP (e.g., logical routing) and the outage
duration exceeds the MTTR objective, Customer may be eligible for a Service
credit.
Responsibility for trouble ticket initiation rests solely with Customer, with
follow up to be the joint responsibility of Customer and the MCI account sales
team. No service credits can be extended for any customer outage unless a
trouble ticket has been opened with the MCI iNOC. In addition, Customer must
request a credit from the MCI account sales team.
5. OTHER EXCLUSIONS
As provided in Section 1, the service level objectives contained herein cover
only those Customer outages which occur on the internetMCI BIPP, using MCI's
border router as the point of demarcation. The service level objectives apply
only to out-of-service conditions and do not apply to service interruptions,
degradation of service, packet loss, or sub-optimal performance on the
internetMCI BIPP Measurement of outages will be as provided in Section 3. In no
case will PING Tests performed by customers be recognized by MCI as a valid,
measurable criterion for outage determination for the purposes of establishing a
Service credit hereunder.
The service level objectives contained herein apply only to internetMCI
Dedicated Access customers. They do not apply to Internet Service Providers
("ISPs") who have a "peering" relationship with MCI nor do they apply to Concert
InternetPlus Service. For the purpose of this Agreement, "peering" is defined as
the exchange of customer packets at the network level between an ISP and MCI,
either at a public interconnection point (NAP), or through a direct connection
with MCI.
Under no circumstances will credits be given for outages involving:
(a) trouble tickets associated with new installations (i.e., before
service acceptance by Customer);
(b) trouble tickets erroneously opened by the Customer;
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<PAGE>
(c) outages arising from required Customer circuit release for testing;
and
(d) trouble tickets opened by Customer for circuit monitoring purposes
only.
6. CUSTOMER'S REMEDY FOR MCI'S FAILURE TO MEET SERVICE OBJECTIVE
Customer may be entitled to receive certain credits for covered outages of the
Service which are the fault of MCI. To be eligible for a credit hereunder,
Customer must follow the trouble reporting procedures established above, the
covered outage must exceed the MTTR objectives, and Customer must request a
credit from the MCI account sales team. No credit will be given unless the
actual MTTR for an eligible Severity 1 trouble ticket exceeds ninety-one (91)
minutes. Customer's Service credit will be a prorated amount dependent upon the
length of the service outage and Customer's Monthly Recurring Charge ("MRC") for
the Service, as follows:
Length of Service Outage Amount of Credit
0 to 90 minutes none
91 minutes to 5 hours 1 day's prorated portion of MRC
more than 5 hours 3 days' prorated portion of MRC
Customer may receive no more than one such credit for the twenty-four (24) hour
period beginning with the opening of the trouble ticket, even if more than one
outage occurs during that period. Customer's total credit in any month shall not
exceed Customer's total MRC for the Service for the month in which the credit is
to be applied. Residual credits may not be carried over to subsequent months.
THIS CREDIT SHALL BE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR ANY SERVICE OUTAGE
OR ANY MCI FAILURE TO MEET THE SERVICE OBJECTIVES.
[END OF ATTACHMENT 5]
SCHEDULE PURSUANT TO RULE 601(a) UNDER REGULATION S-K
As permitted by Rule 601(a) under Regulation S-K under the Securities Act, we
have omitted the following agreements from this filing:
1) internetMCI Dedicated Access Agreement, effective April 16, 1998, between
SAVVIS Communications Corporation and networkMCI, Inc. (served location:
Atlanta, Georgia)
2) internetMCI Dedicated Access Agreement, effective April 16, 1998, between
SAVVIS Communications Corporation and networkMCI, Inc. (served location:
New York, New York)
3) internetMCI Dedicated Access Agreement, effective April 16, 1998, between
SAVVIS Communications Corporation and networkMCI, Inc. (served location:
Dallas, Texas)
4) internetMCI Dedicated Access Agreement, effective April 16, 1998, between
SAVVIS Communications Corporation and networkMCI, Inc. (served location:
St. Louis, Missouri)
5) internetMCI Dedicated Access Agreement, effective April 16, 1998, between
SAVVIS Communications Corporation and networkMCI, Inc. (served location:
Los Angelos, California)
6) internetMCI Dedicated Access Agreement, effective September 22, 1998,
between SAVVIS Communications Corporation and networkMCI, Inc. (served
location: Chicago, Illinois)
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