EXHIBIT 10.39
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 EIGHT
TO THE
MANAGED NETWORK AGREEMENT
BETWEEN
SPRINT COMMUNICATIONS COMPANY L.P.
AND BRIDGE DATA COMPANY
THIS AMENDMENT EIGHT (BSG0001-196) is made to the Managed Network Agreement
between Sprint Communications Company L.P. ("SPRINT") and Bridge Data Company
("BRIDGE") signed by BRIDGE on January 31, 1995 and by SPRINT on March 1, 1995,
as amended by Amendment One signed by BRIDGE on August 22, 1995 and by SPRINT on
August 23, 1995, Amendment Two signed by BRIDGE on August 11, 1995 and by SPRINT
on August 16, 1995, Amendment Three signed by BRIDGE on February 22, 1996 and by
SPRINT on March 1, 1996, Amendment Four signed by BRIDGE on July 22, 1996 and by
SPRINT on July 29, 1996, Amendment Five signed by BRIDGE on December 4, 1996 and
by SPRINT on December 5, 1996, Amendment Six signed by BRIDGE on May 23, 1997
and by SPRINT on May 23, 1997, and Amendment Seven signed by BRIDGE on August
28, 1998 and by SPRINT on September 8, 1998 (the "Agreement").
Pursuant to the Assignment and Assumption Agreement signed by BRIDGE and SAVVIS
Communications Corporation ("SAVVIS") on February 3, 2000, and by SPRINT on
February 4, 2000, all references to "Bridge Data Company" or "BRIDGE" are now
changed, respectively, to "SAVVIS Communications Corporation" or "SAVVIS"
(hereinafter "Customer"), as successor and assign to the Agreement. The
following modified and added terms and conditions are made a part of the
Agreement effective on the first day of the first billing month after this
Amendment Eight is signed by SPRINT and Customer ("Amendment Eight Commencement
Date").
SPRINT and Customer agree as follows:
1. SECTION 2 (CONTRACT DOCUMENTS AND DEFINITIONS OF THE AGREEMENT,
SUBPARAGRAPH (B) IS AMENDED BY DELETING THE DEFINITION OF "PRODUCTS AND
SERVICES" AND REPLACING IT AS FOLLOWS:
"Products and Services" means the equipment, facilities, programming
software and related services provided by SPRINT to SAVVIS under this
Agreement. The Products and Services include Domestic and Global Sprint
Frame Relay Services, Domestic Sprint X.25 Services, Global Sprint X.25
Services, Global Sprint X.75 Services, Domestic and Global Sprint ATM
Services, Domestic and Global Sprint IP Products and Services, and
Domestic and Global Clearline Services. Products and Services do not
include special access lines that may be used by SAVVIS in connection
with the Products and Services.
1
2. SECTION 2 (CONTRACT DOCUMENTS AND DEFINITIONS) OF THE AGREEMENT,
SUBPARAGRAPH (B) IS AMENDED BY ADDING THE FOLLOWING NEW DEFINITIONS:
"SAVVIS Company Site" means a SAVVIS or SAVVIS Affiliate Installation
Site.
"SAVVIS Customer Site" means an Installation Site for an end-user other
than SAVVIS or a SAVVIS Affiliate.
"Domestic" means the 48 continguous states of the United States and the
District of Columbia for Sprint Frame Relay Products and Services,
Sprint IP Products and Services, Sprint Managed Network Products and
Services, SprintNet Public Data Network (X.25) Products and Services,
and Sprint ATM Products and Services. Otherwise, "Domestic" and other
geographic terms are defined in the applicable SPRINT tariffs.
3. SECTION 3 (TERM AND EXTENSIONS) OF THE AGREEMENT IS AMENDED BY DELETING
SUBPARAGRAPH (A) AND REPLACING IT WITH THE FOLLOWING LANGUAGE:
a) The term ("Term") of this Agreement is 60 months commencing on
the Amendment Eight Commencement Date.
4. SECTION 9 (MINIMUM COMMITMENT) OF THE AGREEMENT IS DELETED IN ITS
ENTIRETY AND IS REPLACED WITH THE FOLLOWING PARAGRAPHS:
Section 9. Minimum Commitment
a) Customer agrees to achieve a Minimum Annual Commitment ("MAC")
of [**] of Contributory Services Usage Charges during each
Contract Year (defined as the 12 billing month period
commencing on the Amendment Eight Commencement Date) of the
Term. "Contributory Services Usage Charges" includes service
usage or monthly recurring charges, as applicable, for the
following Products and 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 Dedicated Access Facilities
("DAFs"), Global Sprint DAFs, Domestic Sprint IP Dedicated
Service, Domestic Sprint ATM Service, Global Sprint ATM
Service, the total monthly circuit charges for the domestic
portion of International private line circuits, and the
interexchange portion of point-to-point interstate Clearline
45 and OC3 private line circuits, Sprint Real Solutions Annual
and Sprint Real Solutions VPN. In the event the Team 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.
[**] CONFIDENTIAL TREATMENT REQUESTED
2
b) If Customer is unable to satisfy the MAC for a Contract Year,
Customer 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.
c) 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 will
be due and payable according to the payment terms contained in
this Agreement.
d) At any time during the Term, Customer may elect to increase
its MAC by providing at least 30 days' written notice to
SPRINT of its intent to increase its MAC. Customer may not
decrease its MAC.
5. SECTION 14 (ACCESS MANAGEMENT) OF THE AGREEMENT IS DELETED IN ITS
ENTIRETY AND IS REPLACED WITH THE FOLLOWING LANGUAGE:
a) Customer may select any or all of the following options regarding
access management. Rates for each of these options are set forth in
Section XIII of Attachment B.
1) SPRINT may order and manage on Customer's behalf access
services for use in connection with the Products and Services.
Customer will supply SPRINT with letters of agency to permit
SPRINT to act on Customer's behalf to order and manage access
services. The local access provider will invoice SPRINT, and
SPRINT will invoice Customer for access services; or
2) Customer may directly order and manage access services from
the local access provider; or
3) Customer may choose SPRINT's Coordinated Vendor Billed Access
("SCVBA") service. If Customer selects this option, Customer
will supply SPRINT with letters of agency to permit SPRINT to
act as Customer's agent to order, test and install access
service, but the access provider will bill Customer directly.
b) With SPRINT's prior written approval, SPRINT will permit SAVVIS to have
Customer-provided access to Customer Equipment that is collocated in a
SPRINT facility. Upon SPRINT's approval, SPRINT will provide a Letter
of Agency ("LOA") and a Connecting Facility Assignment ("CFA") to
permit an access provider to use common entrance facilities into the
SPRINT facility. Approval is subject to the availability of bandwidth
at the common entrance facility. The access provider must provide a
Design Layout Record ("DLR") to build the access circuit to the SPRINT
facility. SPRINT will be responsible for installing the cabling from
the POP crossconnect switch to Customer's Equipment.
[**] CONFIDENTIAL TREATMENT REQUESTED
3
c) SPRINT will use due care to (i) monitor, direct, and supervise the
performance of all local access providers it orders access from and
manages on Customer's behalf (including conducting fault isolation);
(ii) enforce any warranties and other assurances of performance SPRINT
has from such access providers; or (iii) report promptly to Customer
any actual or threatened failure of performance by such access
providers that does or could reasonably be expected to materially and
adversely affect SPRINT's ability to provide any Product or Service in
conformity with the requirements of this Agreement.
6. SECTION 22 (ASSIGNMENT) OF THE AGREEMENT IS DELETED IN ITS ENTIRETY AND
IS REPLACED WITH THE FOLLOWING LANGUAGE:
Section 22. Assignment
Either party may assign or delegate its rights or obligations under
this Agreement, without the consent of the other party, to an entity
that acquires all or substantially all of that party's assets. In
addition, Sprint has the right to assign the IP Services portion of
this Agreement to a third party provided that such third party accepts
the obligation to meet or exceed the IP Services performance level
requirements set forth in this Agreement. In the event Sprint divests
its IP Services Business unit during the Term and such divestiture
directly affects any or all of the IP Services being purchased by
Customer under this Agreement, Sprint will waive that portion of
Customer's Shortfall Liability, if any, caused directly by such
divestiture.
Except as provided above, neither party will assign or delegate its
rights or obligations under this Agreement to any person, corporation,
or other entity without the prior written consent of the other party.
Neither party will unreasonably withhold consent.
7. THE AGREEMENT IS AMENDED BY ADDING A NEW SECTION 36 AS FOLLOWS:
36. Preferred ATM Provider -
SPRINT must be Customer's Preferred Telecommunications
Services Provider for at least [**] of its domestic ATM
services.
8. ATTACHMENT B, DOMESTIC PRICING, SECTION III (MAINTENANCE) OF THE
AGREEMENT IS AMENDED BY DELETING ALL OF THE FOLLOWING LANGUAGE:
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.
9. ATTACHMENT B, DOMESTIC PRICING, SECTION III (MAINTENANCE) OF THE
AGREEMENT IS AMENDED BY DELETING "BAY NETWORK ROUTERS (1)(4)" IN THE
FIRST LINE OF THE FIRST TABLE AND REPLACING IT AS FOLLOWS:
[**] CONFIDENTIAL TREATMENT REQUESTED
4
Bay Networks Routers (1)(4)
Bay Networks ARN Router
SA 50
SA 100
Cisco 26XX
The Pipeline family
10. ATTACHMENT B, DOMESTIC PRICING, SECTION III (MAINTENANCE) IS AMENDED BY
DELETING THE PRICE OF "1% OF LIST/MO" IN THE FIRST LINE OF THE FIRST
TABLE AND REPLACING IT WITH THE FOLLOWING TABLE:
-----------------------------------------------------------------------
Per Maintenance Call
Contract Year First 5 Hours Each Add'l Hour
-----------------------------------------------------------------------
2000 [**] [**]
-----------------------------------------------------------------------
2001 [**] [**]
-----------------------------------------------------------------------
2002 [**] [**]
-----------------------------------------------------------------------
2003 [**] [**]
-----------------------------------------------------------------------
2004 [**] [**]
-----------------------------------------------------------------------
11. ATTACHMENT B, DOMESTIC PRICING, SECTION III (MAINTENANCE), IS AMENDED
BY ADDING THE FOLLOWING AS NOTE 7.):
7.) Customer will be charged a $3.00 Monthly Recurring Charge ("MRC")
per router for software upgrades.
12. ATTACHMENT B, DOMESTIC PRICING, SECTION VI (FRAME RELAY), SUBSECTION A
(ACCESS), INCLUDING OPTION 1, OPTION 2 AND HOST ACCESS, IS DELETED IN
ITS ENTIRETY.
13. ATTACHMENT B, DOMESTIC PRICING, SECTION VI (FRAME RELAY), SUBSECTION B
(ACCESS CHANNELS), NOTE 3 UNDER PORTS AND PVCS (1) IS DELETED AND
REPLACED AS FOLLOWS:
3.) SPRINT will charge Customer a monthly recurring charge ("MRC")
in the applicable amount from the table below for each remote
Domestic Sprint Frame Relay port connected to a distribution router
(excludes access).
Port Bandwith Monthly Recurring Charge
------------- ------------------------
56 Kbps [**]
128 Kbps [**]
256 Kbps [**]
512 Kbps [**]
768 Kbps [**]
1536 Kbps [**]
[**] CONFIDENTIAL TREATMENT REQUESTED
5
14. ATTACHMENT B, DOMESTIC PRICING, SECTION VI (FRAME RELAY), SUBSECTION B
(ACCESS CHANNELS) IS AMENDED BY ADDING A NEW "NOTE 4" FOLLOWING "PORTS
AND PVCS (1)" AS FOLLOWS:
4.) SPRINT will charge Customer a monthly recurring charge in the
applicable amount from the table below for each Domestic
Sprint Enhanced (High Speed) Frame Relay (HSFR) remote
Domestic port connected to a distribution router (excludes
access):
Port Bandwith Monthly Recurring Charge
------------- ------------------------
3 Mbps [**]
6 Mbps [**]
9 Mbps [**]
12 Mbps [**]
45 Mbps [**]
15. ATTACHMENT B, DOMESTIC PRICING, SECTION VI (FRAME RELAY), SUBSECTION B
(ACCESS CHANNELS) IS AMENDED BY ADDING A NEW "NOTE 5" UNDER "PORTS AND
PVCS (1)" AS FOLLOWS:
5.) HSFR ports are subject to SPRINT's approval and are only
available on SPRINT's PSN2 network with the 48 contiguous
states of the United States and the District of Columbia. HSFR
allows a customer to burst above T1 bandwidth between two HSFR
sites. HSFR PVCs are only offered with LAN service and require
a minimum CIR based on the lower of the two access bandwidths
between two HSFR ports. Customer must order a minimum PVC CIR
based on the following table:
--------------------------------------------------------------
Lower of the two access Minimum PVC CIR
bandwiths
--------------------------------------------------------------
3 Mbps 1.5 Mbps (1,536k) CIR
--------------------------------------------------------------
6 Mbps 2.0 Mbps (2,048k) CIR
--------------------------------------------------------------
9 Mbps 3.0 Mbps (3,072k) CIR
--------------------------------------------------------------
12 Mbps 4.0 Mbps (4,096k) CIR
--------------------------------------------------------------
DS3 4.0 Mbps (4,096k) CIR
--------------------------------------------------------------
16. ATTACHMENT B, DOMESTIC PRICING, SECTION VI (FRAME RELAY), SUBSECTION C
(PVC) (AS AMENDED IN AMENDMENT SEVEN) IS AMENDED BY DELETING
SUBPARAGRAPH (B) IN ITS ENTIRETY AND REPLACING IT AS FOLLOWS:
C. PVC
1.) Domestic Sprint Frame Relay Burst Express (zero CIR) PVCs.
SPRINT will charge Customer a [**] fixed monthly recurring
charge for each Domestic Sprint Frame Relay Service Burst
Express (zero CIR) PVC installed or in service during the
Term. Customer is not eligible for standard Tariff Term/Volume
or Order term Discounts.
[**] CONFIDENTIAL TREATMENT REQUESTED
6
2.) Domestic Sprint Enhanced (High-Speed) Frame Relay (zero CIR)
PVCs. SPRINT will charge Customer a [**] fixed monthly
recurring charge for each Domestic Sprint Enhanced (High
Speed) Frame Relay (zero CIR) PVC installed or in service
during the Term. Customer is not eligible for standard Tariff
Term/Volume or Order term Discounts.
3.) Domestic Sprint Frame Relay Burst Express Plus (Reserved CIR)
PVCs.
SPRINT will charge Customer a fixed monthly recurring charge
("MRC") in the applicable amount from the table below for each
Domestic Sprint Frame Relay Burst Express Plus (Reserved CIR)
PVC installed or in service during the Term.
PVC Bandwidth MRC
16Kbps [**]
32Kbps [**]
38.4Kbps [**]
64Kbps [**]
128Kbps [**]
192Kbps [**]
256Kbps [**]
320Kbps [**]
384Kbps [**]
448Kbps [**]
512Kbps [**]
576Kbps [**]
640Kbps [**]
704Kbps [**]
768Kbps [**]
832Kbps [**]
896Kbps [**]
960Kbps [**]
1024Kbps [**]
4.) Domestic Sprint Enhanced Frame Relay (PSN2) (Reserved CIR)
PVCs
SPRINT will charge Customer a fixed monthly recurring charge
in the applicable amount from the table below for each
Domestic Sprint Enhanced Frame Relay (Reserved CIR) PVCs
installed or in service on SPRINT's PSN2 network during the
term.
[**] CONFIDENTIAL TREATMENT REQUESTED
7
PVC Bandwith MRC
------------ ---
1.5 Mbps CIR w/
3.0 Mbps PVC [**]
2.0 Mbps CIR w/
6.0 Mbps PVC [**]
3.0 Mbps CIR w/
9.0 Mbps PVC [**]
4.0 Mbps CIR w/
12.0 Mbps PVC [**]
17. ATTACHMENT B, DOMESTIC PRICING, SECTION X (ATM SERVICES) IS DELETED IN
ITS ENTIRETY AND REPLACED AS FOLLOWS:
X. DOMESTIC SPRINT ATM SERVICES
1.) Pricing Components for Domestic SPRINT ATM Services. Domestic
Sprint ATM Services are a high bandwidth fast packet switching
technology based on fixed length cells of 53 bytes. The
following are the primary pricing components of the standard
SPRINT Domestic ATM Services offerings.
a) Local Access Facilities - Local access facilities
means the physical telco or leased line connecting
customer's premise to the Sprint ATM network. Local
access facilities compatible with Sprint ATM Service
include T1, T3, OC3c, and OC12. Either SPRINT or
customer may provide the local access facilities.
Charges for SPRINT-provided local access facilities
include local access line charges, Access
Coordination Fees ("ACF"), and Central Office
Connection ("COC") fees. Charges for
customer-provided local access facilities include COC
and Entrance Facility Charges ("EFC"). SPRINT will
charge customer a non-recurring charge and a monthly
recurring charge.
b) Port - Port means the physical entrance to the Sprint
ATM network. SPRINT will charge customer a one-time
installation charge and a fixed monthly recurring
charge for each ATM port. Sprint ATM Service port
bandwidths include SPRINT DS1, NxDS1, DS3, and OC3.
c) Permanent Virtual Circuit ("PVC") - PVC means the
pre-established logical connection between two ATM
ports for information transfer. Sprint ATM PVCs carry
traffic in one direction. The three PVC service
categories are:
1. Constant Bit Rate ("CBR") PVCs are for
steady traffic that is sensitive to delay
variation. For each CBR PVC, customer will
select the PVC's Peak Cell Rate ("PCR") to
define the maximum rate at which user
traffic will be allowed to traverse the
Sprint ATM network.
[**] CONFIDENTIAL TREATMENT REQUESTED
8
2. Variable Bit Rate, Non-Real Time ("VBR-nrt")
PVCs are for "bursty" data traffic that is
insensitive to small delay variation. For
each VBR-nrt PVC, customer will select the
PVC's PCR to define the maximum rate at
which user traffic will be allowed to
traverse the Sprint ATM network, and the
PVC's Sustainable Cell Rate ("SCR"). SCR
means the average rate of an end-to-end
connection measured over a defined interval.
3. Unspecified Bit Rate ("UBR") PVCs are for
data traffic that is not sensitive to delay
variation. For UBR PVCs, a specific PCR and
SCR are not assigned and cells may be
transmitted up to the port bandwidth, if it
is available. UBR PVCs are subject to
availability.
PCR and SCR, where applicable, are available in
increments of 64 Kbps and 1 Mbps. Customer may order
multiple one-way PVCs per port, each with different
PCR and SCR, subject to the port's allowable
bandwidth. The total PCRs associated with VBR-nrt
PVCs will not exceed [**] of the Sprint ATM port
bandwidth, and the total SCRs associated with VBR-nrt
PVCs will not exceed [**] of the Sprint ATM port
bandwidth. For all PVCs' service categories, SPRINT
will charge customer a one time PVC establishment
charge per PVC and PVC monthly recurring charges.
Monthly recurring PVC charges include either Usage
Charges based on the delivered traffic per month or
fixed monthly recurring charges based on the PVC's
PCR or SCR and service category.
d) Switched Virtual Circuit ("SVC"). SPRINT offers UBR
SVC service. For SVCs, SPRINT charges a usage charge
per SVC based on the delivered traffic per megacell
per month. With SVC service, the calling party is
charged for the SVC usage originating from both the
calling party and the called party. There is not a
non-recurring establishment charge for SVCs.
e) Gateway and Service Interworking Charges.
1. Domestic Sprint ATM to Domestic Sprint Frame
Relay Service Interworking. Domestic Sprint
ATM to Domestic Sprint Frame Relay Service
Interworking allows a customer's Domestic
Sprint ATM Service to communicate with its
Domestic Sprint Frame Relay Service. Domestic
Sprint ATM to Domestic Sprint Frame Relay
Service Interworking PVCs carry traffic in
both directions. SPRINT will charge Customer a
one-time and a monthly recurring charge, based
on the PVC's Peak Cell Rate ("PCR").
Additional charges apply for the Domestic
Sprint Frame Relay to Domestic Sprint ATM
Service Interworking PVCs.
[**] CONFIDENTIAL TREATMENT REQUESTED
9
2. Domestic Sprint ATM to Internet Gateway
Service. Domestic Sprint ATM to Internet
Gateway Service provides Domestic Sprint ATM
customers with access to the Internet
without investing in additional equipment or
technology. Customer may have at most one
Gateway PVC. Internet Service Providers
("ISPs") may not purchase Gateway services.
SPRINT will charge Customer a one-time and a
monthly recurring charge for the Gateway
service.
f) Customer Premise Equipment ("CPE") - Certain CPE may
be used with Sprint ATM Services. Customer may
purchase (at a one-time price) or rent (at a monthly
recurring rental charge) CPE from SPRINT with a
SPRINT CPE Order form. SPRINT must certify
customer-provided CPE. SPRINT will charge customer a
one-time installation charge for CPE installed by
SPRINT.
g) Usage Charges - Usage Charges are the variable
recurring charges for use of SPRINT's interexchange
communications network, determined by customer's
amount of telecommunications services used. Unless
expressly stated in this Agreement, Usage Charges do
not include taxes, interest, surcharges, access line
charges, access facilities charges, other charges
associated with access, fixed recurring charges,
feature charges, operator services charges, directory
assistance charges, installation charges, account
charges, set up fees, report charges, and other
non-recurring charges.
2.) Domestic Sprint ATM Pricing. Customer will comply with SPRINT
Terms and Conditions for Sprint ATM Services (incorporated
into this Agreement). SPRINT will charge Customer the
following for these Services:
a) Domestic ATM Port Pricing.
1. SPRINT will charge Customer a fixed
installation charge (non-recurring) and a
fixed monthly recurring charge ("MRC") in
the applicable amount from the table below
for each Domestic Sprint ATM port installed
or in service during the Term. Orders for
all DS3, OC3 and OC12 Sprint ATM ports are
subject to availability and will be accepted
at SPRINT's discretion.
------------------------------------------------------------
Port Bandwidth MRC Non-Recurring
Installation Charge
DS3 [**] [**] - waived
------------------------------------------------------------
OC3 [**] [**] - waived
------------------------------------------------------------
OC12 [**] [**] - waived
------------------------------------------------------------
[**] CONFIDENTIAL TREATMENT REQUESTED
10
b) Domestic ATM PVC Pricing.
1. CBR PVCs. SPRINT will charge Customer a [**]
fixed monthly recurring charge for each
one-way Domestic Sprint ATM CBR PVC. For
PVCs with Sustained Cell Rate ("SCR") less
than 1 Mbps, SPRINT will charge Customer in
64 Kbps increments. For PVCs with a total
SCR greater than or equal to 3 Mbps, SPRINT
will charge Customer in 1 Mbps increments.
2. VBR and UBR PVCs. Rates for VBR and UBR PVCs
will be quoted on an individual case basis.
3. ATM PVCs are not eligible for volume or
Order term discounts.
c) Installation Waivers. SPRINT will waive the following
installation charges:
1. [**] of Domestic Sprint ATM port
installation (non-recurring) charges.
2. [**] of Domestic Sprint ATM PVC installation
(non-recurring) charges on PVCs installed
during the Term.
18. ATTACHMENT B, DOMESTIC PRICING, IS AMENDED BY ADDING A NEW SECTION XI
(DOMESTIC SPRINT IP SERVICES) AS FOLLOWS:
XI. DOMESTIC SPRINT IP SERVICES
1.) Pricing Components for Domestic Sprint IP Services. Domestic
Sprint IP Services consist of Internet (public) and Intranet
(corporate LAN) network access to allow remote users to
dial-in (via local or toll-free access) for access to hosts or
other resources available on these networks. The following are
the primary price components of the standard Domestic Sprint
IP Services offerings.
a) Dial Access Charges - SPRINT will charge Customer a
Usage Charge per remote user per hour for either
local or toll free dial access. The hourly rates
cover access at any time from any available city.
Dial access Usage Charges do not include local
telephone message and toll charges.
[**] CONFIDENTIAL TREATMENT REQUESTED
11
b) Sprint IP Dedicated Port Charges - SPRINT will charge
Customer a one-time installation charge and monthly
recurring charges per Sprint IP Dedicated port for:
(a) local access facilities (per SPRINT FCC Tariff
No. 8), (b) the Sprint IP Dedicated port and (c)
Customer Premise Equipment ("CPE") required for each
Sprint IP Dedicated port. The following access
methods are available for Sprint IP Dedicated ports:
(a) Fractional DS1 (FSD1) for port bandwidths between
56 Kbps and 768 Kbps; (b) DS1 for a port bandwidth of
1536 Kbps; (c) NxT1 Inverse Multiplexer (IMUX) for
port bandwidths between 3 Mbps and 6 Mbps; (d) NxT1
Multi-Megabit (MMb) for port bandwidths between 3
Mbps and 9 Mbps; (e) Fractional DS3 (FDS3) for port
bandwidths between 6 Mbps and 34 Mbps; (f) DS3 for a
port bandwidth of 45 Mbps; (g) OC3 for a port
bandwidth of 155 Mbps; and (h) OC12 for a port
bandwidth of 622 Mbps. Orders for MMb, FDS3, DS3,
OC3, and OC12 Sprint IP Dedicated ports will be
accepted at SPRINT's discretion.
c) User ID Charges - SPRINT will charge Customer a
monthly charge per user ID for assignment and
administration of the Customer-managed user IDs with
fixed addressing or SPRINT-managed user Ids. SPRINT
may charge Customer a monthly charge per user ID for
Customer-managed user IDs with dynamic addressing
subject to Customer's specific pricing structure.
d) CPE - Certain CPE may be used with SPRINT IP
Services. Customer may purchase (as a one-time
purchase price) or rent (at a monthly recurring
rental charge) CPE from SPRINT with a SPRINT CPE
order form. SPRINT must certify Customer-provided
CPE. SPRINT will charge customer a one-time
installation charge for CPE installed by SPRINT.
e) Sprint Frame Relay and Sprint ATM Gateway Charges -
Sprint, at customer's request, will provide to
Domestic Sprint IP Dedicated service customer Sprint
Frame Relay to IP Dedicated gateway service and
Sprint ATM to IP Dedicated gateway service. Sprint
will charge customer a one-time installation charge
and a monthly charge for each gateway PVC and gateway
port.
f) Usage Charge(s) - Usage Charges are the variable
recurring charges for use of SPRINT's interexchange
communications network, determined by customer's
amount of telecommunications services used. Unless
expressly stated in this Agreement, Usage Charges do
not include taxes, interest, surcharges, access line
charges, access facilities charges, other charges
associated with access, fixed recurring charges,
feature charges, operator services charges, directory
assistance charges, installation charges, account
charges, set up fees, report charges, and other
non-recurring charges.
g) Internet Service Providers ("ISPs") - If Customer is
or becomes an ISP, additional terms and conditions
will apply.
12
2.) Domestic Sprint IP Dedicated Pricing. Customer will comply
with SPRINT's Standard Terms and Conditions for Domestic
SPRINT IP Services (incorporated into this Agreement). SPRINT
will charge Customer the following for these Services:
a) IP Dedicated Port Pricing.
1. DS3 (45 Mbps) Ports.
i) Except as provided in subsection ii) below,
SPRINT will charge Customer an [**] fixed
monthly recurring charge and a [**] fixed
non-recurring installation charge for each
45 Mbps Domestic Sprint IP Dedicated port
with an individual Order term of 24 months
or longer installed during the Term.
ii) If Customer orders and installs at least
eighteen (18) 45 Mbps Domestic Sprint IP
Dedicated Ports with individual Order terms
of 24 months or longer, SPRINT will charge
Customer an [**] fixed monthly recurring
charge and a [**] fixed non-recurring
installation charge for each 45 Mbps
Domestic Sprint IP Dedicated Port with an
individual Order term of 24 months or longer
installed during the Term.
2. OC3 (155 Mbps) Transit Ports.
i) SPRINT will charge Customer a [**] fixed
monthly recurring charge with no fixed
non-recurring installation charge for each
of the first four (4) OC3 Sprint IP
Dedicated Transit ports with an individual
Order term of 24 months or longer installed
during the Term.
ii) Beginning with the fifth OC3 Sprint IP
Dedicated Transit port installed during the
Term, SPRINT will charge a [**] fixed
monthly recurring charge with no fixed
non-recurring installation charge for each
OC3 Sprint IP Dedicated Transit port with an
individual Order term of 24 months or longer
installed during the Term.
3. OC3 (155 Mbps) Non-transit Ports.
i) SPRINT will charge Customer a [**] fixed
monthly recurring charge with no fixed
non-recurring installation charge for each
of the first four (4) OC3 (155 Mbps)
Non-Transit ports with an individual Order
term of 24 months or longer installed during
the Term.
[**] CONFIDENTIAL TREATMENT REQUESTED
13
ii) Beginning with the fifth OC3 Sprint IP
Dedicated Non-transit port, SPRINT will
charge a [**] fixed monthly recurring charge
with no fixed non-recurring installation
charge for each OC3 Sprint IP Dedicated
Non-Transit port with an individual Order
term of 24 months or longer installed during
the Term.
4. OC12 (622 Mbps) Transit Ports - Flat Rated Ports.
i) SPRINT will charge Customer a [**] fixed
monthly recurring charge with no fixed
non-recurring installation charge for each
of the first five (5) OC12 Sprint IP
Dedicated Transit ports with an individual
Order term of 24 months or longer installed
during the term.
ii) Beginning with the sixth OC12 (622 Mbps)
Sprint IP Dedicated Transit port installed
during the Term, SPRINT will charge Customer
a [**] fixed monthly recurring charge with
no fixed non-recurring installation charge
for each OC12 Sprint IP Dedicated Transit
port with an individual Order term of 24
months or longer installed during the term.
iii) Beginning with the eleventh OC12 (622 Mbps)
Sprint IP Dedicated Transit port installed
during the Term, SPRINT will charge Customer
a [**] fixed monthly recurring charge with
no fixed non-recurring installation charge
for each OC12 Sprint IP Dedicated Transit
port with an individual Order term of 24
months or longer installed during the term.
5. OC12 (622 Mbps) Transit Ports - Burstable Ports.
i) SPRINT will charge Customer a fixed monthly
recurring charge with no fixed non-recurring
installation charge based upon the table
below for each of the Sprint IP Dedicated
Transit Burstable ports with an individual
Order term of 24 months or longer installed
during the term.
----------------------------------------------------------------------------------------
Bandwidth Percentage
Tiers Tiers Ports 1 - 5 Ports 6 - 10 Ports 11+
----------------------------------------------------------------------------------------
0.00 - 155.00 [**] [**] [**] [**]
----------------------------------------------------------------------------------------
155.021 - 310.00 [**] [**] [**] [**]
----------------------------------------------------------------------------------------
310.01 - 465.00 [**] [**] [**] [**]
----------------------------------------------------------------------------------------
465.01 - 622.00 [**] [**] [**] [**]
----------------------------------------------------------------------------------------
Customer may convert from a burstable pricing
structure to a fixed rate pricing structure (or
vice-versa), one time during a port's order term.
[**] CONFIDENTIAL TREATMENT REQUESTED
14
6. As Customer installs a sufficient quantity of Sprint
IP Dedicated ports to qualify for lower pricing under
Subsections XI.2.)a)1 through XI.2)a)5 above, Sprint
will proactively apply the adjusted rates to the
existing Sprint IP Dedicated Transit or Non-transit
ports that qualify for such pricing. The new rates
will be effective on the 1st day of the 1st billing
month after installation has been completed.
7. Orders for all IMUX, FDS3, 45Mbps, OC3 (155 Mbps),
OC12 (622 Mbps) or greater bandwidth Sprint IP
Dedicated ports will be accepted at SPRINT's sole
discretion.
8. The monthly recurring charges above do not include
charges for Local Access Facilities, CPE or other
rates and charges described in the Agreement. Charges
for Local Access Facilities are set forth in
Attachment B, Section XIII of the Agreement.
9. Customer is not eligible to receive standard Order
term discounts.
19. ATTACHMENT B, DOMESTIC PRICING, IS AMENDED BY ADDING A NEW SECTION XII
(DOMESTIC CLEARLINE AND OC3C PRIVATE LINE SERVICES) AS FOLLOWS:
XII. DOMESTIC CLEARLINE AND OC3C PRIVATE LINE SERVICES. - SPRINT WILL
CHARGE CUSTOMER THE FOLLOWING FOR THESE SERVICES.
1.) Clearline DDS, Fractional Clearline 1.5, Clearline
1.5, Clearline 45.
a) Clearline DDS, Fractional Clearline 1.5.
SPRINT will charge Customer a fixed monthly
recurring charge ("MRC") per circuit and per
IXC circuit mile in the applicable amount
from the table below, for the interexchange
portion of point-to-point interstate
Clearline DDS, Fractional Clearline 1.5,
Clearline 1.5 bandwidth private line
circuits installed or in service during the
Term.
----------------------------------------------------------------------------------
Circuit MRC per MRC per Minimum
Bandwidth circuit IXC circuit mile Charge
----------------------------------------------------------------------------------
56 Kbps [**] [**] -
----------------------------------------------------------------------------------
512 Kbps [**] [**] -
----------------------------------------------------------------------------------
T1 [**] [**] [**]
----------------------------------------------------------------------------------
b) Clearline 45. SPRINT will charge customer a
fixed monthly recurring charge ("MRC") per
circuit and per IXC circuit mile in the
applicable amount from the table below, for
the interexchange portion of point-to-point
interstate Clearline 45 private line
circuits installed or in service during the
Term.
c
----------------------------------------------------------------------------------
Circuit MRC per MRC per Minimum
Bandwidth circuit IXC circuit mile Charge
----------------------------------------------------------------------------------
DS3 [**] [**] [**]
----------------------------------------------------------------------------------
OC3 [**] [**] [**]
----------------------------------------------------------------------------------
[**] CONFIDENTIAL TREATMENT REQUESTED
15
c) Orders for Clearline 45 (DS3) and OC3
private lines will be accepted in SPRINT's
sole discretion, subject to capacity
availability.
d) Non-recurring installation charges do not
apply for the interexchange portion of
Customer's Clearline private line circuits.
e) No other discounts apply.
2.) IXC Private Line Backhaul Waivers.
a) OC3c Backhaul Waiver for SAVVIS's Telerate
locations. For SAVVIS's Telerate locations
described in columns (2) and (3) of the
table below, SPRINT will waive the monthly
recurring charge for one OC3c IXC private
line backhaul from SPRINT's POP serving the
applicable Telerate location to the closest
SPRINT/SAVVIS collocated equipment site
listed in column (1) of the table below.
---------------------------------------------------------------------------------------------------
(1) (2) (3) (4)
SPRINT/SAVVIS Telerate Location Telerate Address Number of SPRINT IXC
Collocation Site Backhaul Miles from
SPRINT's POP for the
Telerate locations in
(2) and (3) to the site
in (1)
---------------------------------------------------------------------------------------------------
Atlanta, GA SAVVIS/Atlanta, GA 3340 Peachtree Rd. NE 0
2nd Floor
Atlanta, GA 30326
---------------------------------------------------------------------------------------------------
Boston, MA SAVVIS/Boston, MA 99 Summer Street, 12th 0
Floor
Boston, MA 02110
---------------------------------------------------------------------------------------------------
New York, NY SAVVIS/New York, NY 1 State Street 0
New York, NY 10004
---------------------------------------------------------------------------------------------------
Cheyenne, WY SAVVIS/Denver, CO 999 18th St., Suite 215 95
North Tower
Denver, CO 80202
---------------------------------------------------------------------------------------------------
Chicago, IL SAVVIS/Chicago, IL 10 South LaSalle 0
Street,
24th Fl.
Chicago, IL 60603
---------------------------------------------------------------------------------------------------
Ft. Worth, TX SAVVIS/Dallas, TX 600 N. Pearl Street 31
8th Fl.
Dallas, TX 75201
---------------------------------------------------------------------------------------------------
Orlando, FL SAVVIS/Miami, FL First Union Financial 199
200 South Biscayne
Blvd.
Ste. 950
Miami, FL 33024
---------------------------------------------------------------------------------------------------
Oroville, CA SAVVIS/San 444 Market St. 13th Fl. 129
Francisco, CA San Francisco, CA
94111
---------------------------------------------------------------------------------------------------
Relay, MD SAVVIS/Washington DC 1411 K Street NW 36
Washington, DC 20036
---------------------------------------------------------------------------------------------------
Rialto, CA SAVVIS/Los Angeles, 515 South Flower, 10th 51
CA Fl
Los Angeles, CA 90071
---------------------------------------------------------------------------------------------------
St. Paul, MN SAVVIS/Minneapolis, 511 11th Avenue 11
MN Minneapolis, MN 55415
---------------------------------------------------------------------------------------------------
b) DS3 Backhaul Waiver for Customer's SAVVIS
Locations. For Customer's SAVVIS locations
described in columns (2) and (3) of the
table below, SPRINT will waive the monthly
recurring charge for one Clearline DS3 IXC
private line backhaul from SPRINT's POP
serving the applicable SAVVIS location to
the closest SPRINT/SAVVIS collocated
equipment site described in column (1) of
the table below.
16
---------------------------------------------------------------------------------------------------
(1) (2) (3) (4)
SPRINT/SAVVIS SAVVIS Location SAVVIS Address Number of SPRINT IXC
Collocation Site Backhaul Miles from
SPRINT's POP for the
SAVVIS locations in (2)
and (3) to the site in
(1)
---------------------------------------------------------------------------------------------------
Atlanta, GA SAVVIS/Atlanta, GA 55 Marietta 0
19th Floor
Atlanta, GA 30303
---------------------------------------------------------------------------------------------------
Boston, MA SAVVIS/Boston, MA 230 Congress 0
Boston, MA
---------------------------------------------------------------------------------------------------
Chicago, IL SAVVIS/Chicago, IL 600 S. Federal 5
Suite 400
Chicago, IL 60607
---------------------------------------------------------------------------------------------------
Ft. Worth, TX SAVVIS/Dallas, TX 13601 Preston Road 41
Bldg. A
Cage E3
Dallas, TX 75240
---------------------------------------------------------------------------------------------------
Satsuma, TX SAVVIS/Houston, TX 1301 Fannin Street 21
Suite 1290
Houston, TX 77002
---------------------------------------------------------------------------------------------------
Rialto, CA SAVVIS/Los Angeles, 700 S. Flower Street 51
CA 3rd Floor
Los Angeles, CA 90017
---------------------------------------------------------------------------------------------------
New York, NY SAVVIS/New York, NY 67 Broad Street 0
8th Floor
New York, NY 10004
---------------------------------------------------------------------------------------------------
Oroville, CA SAVVIS/Santa Clara, S. Bay 153
CA 3450 Garrett Drive
Santa Clara, CA 95054
---------------------------------------------------------------------------------------------------
Seattle, WA SAVVIS/Seattle, WA 2001 6th Ave., Ste. 0
2700
27th Floor, Seattle,
WA 98121
---------------------------------------------------------------------------------------------------
Relay, MD SAVVIS/Washington DC 1331 F Street NW, 2nd 36
Floor
Washington, DC 20004
---------------------------------------------------------------------------------------------------
c) Backhaul Waiver Eligibility. If the SPRINT POP at the SPRINT/SAVVIS
collocation site specified in one of the tables above serves both a
Telerate location listed in subsection XII.2.)a) and a SAVVIS location
listed in subsection XII.2.)b), then SPRINT will waive the monthly
recurring charge for one OC3 backhaul private line and one DS3 backhaul
private line, regardless which location (Telerate or SAVVIS) is
connected to the DS3 or OC3 backhaul private line.
20. ATTACHMENT B, DOMESTIC PRICING, IS AMENDED BY ADDING A NEW SECTION XIII
(DOMESTIC LOCAL ACCESS FACILITIES) AS FOLLOWS:
XIII. DOMESTIC LOCAL ACCESS FACILITIES.
1.) General. The pricing for Domestic Local Access
Facilities is provided in this Section under two
different arrangements: SPRINT-Provided Access
("SPA") or Customer Provided Access ("CPA"). Each
pricing arrangement is sub-divided into several
options depending on whether the end location
requesting the Domestic Local Access Facilities is a
SAVVIS Company Site or a SAVIS Customer Site (as
defined in Section 2(b) above).
17
2.) SPRINT-Provided Access ("SPA").
a) SPRINT-Provided Access to SAVVIS Company
Sites.
SPRINT will waive non-recurring and monthly
recurring COC and ACF charges for SAVVIS
Company Sites requiring SPRINT-provided 56
Kbps, T-1, T-3, OC3 and OC12 Domestic local
access lines. SPRINT will waive any
termination liability for early termination
of Domestic 56 Kbps or T1 local access
lines. If Customer terminates any Domestic
T3 local access line before the end of the
applicable access line Order term, Customer
will pay SPRINT an early termination
liability unless Customer orders, within 10
days of requesting the disconnect, a
Domestic SPRINT T3 or greater bandwidth
local access line using the same access
provider and with an Order term equal to or
greater than the replaced access line's
order term. Customer will pay SPRINT any
early termination liabilities assessed by
the domestic local access provider if
Customer terminates OC3c or OC12 domestic
local access liens before the expiration of
the applicable access line Order term.
b) SPRINT-Provided Access to SAVVIS Customer
Sites.
SPRINT will charge Customer the applicable
amounts set forth herein for SPRINT-provided
access to SAVVIS Customer Sites. SPRINT will
waive any termination liability for early
termination of Domestic 56 Kbps or T1 local
access lines. If Customer terminates any
Domestic T3 local access line before the end
of the applicable access line Order term,
Customer will pay SPRINT an early
termination liability unless Customer
orders, within 10 days of requesting the
disconnect, a Domestic SPRINT T3 or greater
bandwidth local access line using the same
access provider and with an Order term equal
to or greater than the replaced access
line's order term. Customer will pay SPRINT
any early termination liabilities assessed
by the domestic local access provider if
Customer terminates any OC3 or OC12 domestic
access lines before the expiration of the
applicable access line Order term.
1. 56 Kbps and T1 Local Access Lines to
SAVVIS Customer Sites. SPRINT will
charge Customer the fixed
non-recurring and monthly recurring
charges in the applicable amount
below for SPRINT-provided 56 Kbps
and T1 local access lines to SAVVIS
Customer Sites.
(a) SPRINT-provided 56 Kbps
local access lines to
SAVVIS Customer Sites.
---------------------------------------------------------------------------------
Access
Bandwidth MRC NRC
---------------------------------------------------------------------------------
56 Kbps Tariff 8 Non-Term MRC Rate with [**]
[**]Discount.
---------------------------------------------------------------------------------
18
(b) SPRINT-provided T1 local access to SAVVIS Customer Sites.
------------------------------------------------------------------------------------
Access Non-Term Tariff 8 MRC Rate
Bandwith MRC NRC
------------------------------------------------------------------------------------
T1 Up to [**] Tariff 8 Non-Term Rate [**]
------------------------------------------------------------------------------------
T1 [**] [**] [**]
------------------------------------------------------------------------------------
T1 [**] [**] [**]
------------------------------------------------------------------------------------
T1 [**] [**] [**]
------------------------------------------------------------------------------------
T1 [**] [**] [**]
------------------------------------------------------------------------------------
T1 Greater than [**] Tariff 8 Non-Term Rate [**]
------------------------------------------------------------------------------------
(c) The rates and discount
percentages in Table 6
below apply if the SAVVIS
Customer Site NPA-NXX (i)
is in one of the LATA's
listed column 2 of Table 2
below.
TABLE 2.
--------------------------------------------------------------
(1) (2)
City Name/State LATA
--------------------------------------------------------------
Atlanta, GA [**]
--------------------------------------------------------------
Boston, MA [**]
--------------------------------------------------------------
Chicago, IL [**]
--------------------------------------------------------------
Dallas, TX [**]
--------------------------------------------------------------
Denver, CO [**]
--------------------------------------------------------------
Houston, TX [**]
--------------------------------------------------------------
Los Angeles, CA [**]
--------------------------------------------------------------
Miami, FL [**]
--------------------------------------------------------------
Minneapolis, MN [**]
--------------------------------------------------------------
New York, NY [**]
--------------------------------------------------------------
San Francisco, CA [**]
--------------------------------------------------------------
Seattle, WA [**]
--------------------------------------------------------------
Washington DC with Baltimore, MD [**] & [**]
(Baltimore Only)
--------------------------------------------------------------
TABLE 6.
------------------------------------------------------------------------------------------------------
Customer
Circuit Bandwidth Access MRC Access NRC ACF MRC/ ACF COC MRC / COC NRC Connection
NRC Fee MRC
------------------------------------------------------------------------------------------------------
DS3 Individual Individual Waived/ Waived [**] MRC/ Waived
Case Basis - Case Basis - Waived NRC
WinNewt WinNewt
------------------------------------------------------------------------------------------------------
OC3 Individual Individual Waived/ Waived [**] MRC/ Individual
Case Basis Case Basis Waived NRC Case Basis
------------------------------------------------------------------------------------------------------
[**] CONFIDENTIAL TREATMENT REQUESTED
19
(d) The rates in Table 8 below
apply if the SAVVIS
Customer Site is not
covered under Section
B.2(a) above.
TABLE 8.
- ---------------------------------------------------------------------------------------------------------------------
IXC IXC Per Mile Customer ADF/
Circuit Access Access Fixed MRC MRC IXC Connection ACF COC COC
Bandwidth MRC NRC NRC Fee MRC MRC NRC
- ---------------------------------------------------------------------------------------------------------------------
DS3 Individual Individual [**] [**]Per Waived Waived Waived Waived Waived
Case Basis- Case Basis- Mile with
WinNewt WinNewt [**]Minimum
- ---------------------------------------------------------------------------------------------------------------------
OC3c Individual Individual [**] [**]Per Waived Individual Waived Waived Waived
Case Basis Case Basis Mile with Case Basis
[**]Minimum
- ---------------------------------------------------------------------------------------------------------------------
2.) Customer-Provided Access ("CPA").
a) Customer-Provided Access to SAVVIS Company
Sites.
SPRINT will charge Customer the following
charges for Customer-provided access to
SAVVIS Company Sites. Local access providers
under Customer-provided access arrangements
are subject to SPRINT's approval.
1. Customer-Provided Access to
SPRINT's POP over a Common Entrance
Facility.
SPRINT will waive non-recurring and
monthly recurring Entrance Facility
charges ("EFC") and COC charges for
SAVVIS Company Sites requiring
Customer-provided 56 Kbps, T-1, T-3,
OC3c and OC12 Local Access
Facilities to Sprint's POP over a
common entrance facility.
2. Customer-Provided Access to
SPRINT's LEC Serving Wire Center
over a Common Entrance Facility.
The rates in Table 1 below apply for
COC and ECF for SAVVIS Company Sites
requiring Customer-provided 56 Kbps,
T-1, T-3, OC3c and OC12 Local Access
Facilities to SPRINT's LEC Serving
Wire Center over a Common Entrance
Facility:
[**] CONFIDENTIAL TREATMENT REQUESTED
20
TABLE 1.
---------------------------------------------------------------------------
COC COC EFC
Speed MRC NRC EFC MRC NRC
---------------------------------------------------------------------------
56 Kbps Waived Waived [**] Waived
---------------------------------------------------------------------------
T-1 Waived Waived [**] Waived
---------------------------------------------------------------------------
DS3 Waived Waived [**] Waived
---------------------------------------------------------------------------
OC3c Waived Waived [**] Waived
---------------------------------------------------------------------------
OC12 Waived Waived [**] Waived
---------------------------------------------------------------------------
(b) Customer-Provided Access to SAVVIS Customer
Sites.
SPRINT will charge Customer the following
for Customer-provided access to SAVVIS
Customer Sites. Local access providers under
Customer-provided access arrangements are
subject to SPRINT approval.
1. Customer-Provided Access to
SPRINT's POP over a Common Entrance
Facility.
(a) 56 Kbps and T1 Local Access
Facilities to SAVVIS
Customer Sites.
SPRINT will waive
non-recurring and monthly
recurring EFC and COC
charges for SAVVIS Customer
Sites requiring
Customer-provided 56 Kbps
or T-1 Local Access
Facilities to SPRINT's POP
over a common entrance
facility.
(b) T3 and OC3c Local Access
Facilities to SAVVIS
Customer Sites.
The rates in Table 2 below
apply for COC and ECF for
SAVVIS Customer Sites,
located in the LATAs
detailed in Table 2 of
Section 2.b.2.a., requiring
Customer-provided T3 or
OC3c Local Access
Facilities to SPRINT's POP
over a common entrance
facility.
TABLE 2.
-----------------------------------------------------------------
Circuit Bandwidth COC COC EFC
MRC NRC MRC/NRC
-----------------------------------------------------------------
T-3 [**] Waived Waived
-----------------------------------------------------------------
OC3c [**] Waived Waived
-----------------------------------------------------------------
21
2. Customer-Provided Access to
SPRINT's LEC Service Wire Center
over a Common Entrance Facility.
(a) 56 Kbps and T1 Local Access
Facilities to SAVVIS
Customer Sites.
(b) The rates in Table 3 below
apply for COC and ECF for
SAVVIS Customer Sites
requiring Customer-provided
56 Kbps or T1 Local Access
Facilities to SPRINT's LEC
Serving Wire Center over a
common entrance facility.
TABLE 3.
--------------------------------------------------------------------------------
Circuit Bandwidth COC COC EFC EFC
MRC NRC MRC NRC
--------------------------------------------------------------------------------
56 Kbps [**] Waived [**] Waived
--------------------------------------------------------------------------------
T-1 [**] Waived [**] Waived
--------------------------------------------------------------------------------
(c) T3 and OC3c Local Access
Facilities to SAVVIS
Customer Sites.
The rates in Table 4 below
apply for COC and ECF for
SAVVIS Customer Sites
located in the LATAs
detailed in Table 2 of
Section 2.b.2.a., requiring
Customer-provided T3 or
OC3c Local Access
Facilities to SPRINT's LEC
Serving Wire Center over a
common entrance facility.
TABLE 4.
--------------------------------------------------------------------------------
Circuit Bandwidth COC COC EFC EFC
MRC NRC MRC NRC
--------------------------------------------------------------------------------
T-3 [**] Waived [**] Waived
--------------------------------------------------------------------------------
OC3c [**] Waived [**] Waived
--------------------------------------------------------------------------------
21. ALL OTHER TERMS AND CONDITIONS IN THE AGREEMENT, NOT AMENDED ABOVE,
WILL REMAIN IN EFFECT. THIS AMENDMENT AND ANY INFORMATION CONCERNING
ITS TERMS AND CONDITIONS ARE SPRINT'S PROPRIETARY INFORMATION AND ARE
GOVERNED BY THE PARTIES' NONDISCLOSURE AGREEMENT. ANY CHANGE TO THIS
AMENDMENT IS SUBJECT TO WRITTEN ACCEPTANCE BY A SPRINT OFFICER. TO
BECOME EFFECTIVE, THIS AMENDMENT MUST BE:
A. Signed by an authorized representative of Customer;
[**] CONFIDENTIAL TREATMENT REQUESTED
22
B. Delivered to SPRINT on or before May 31, 2000; and
C. Signed by a SPRINT officer or authorized designee.
SAVVIS COMMUNICATIONS SPRINT COMMUNICATIONS
CORPORATION COMPANY L.P.
By: /s/ James Mori By: /s/ Kevin Kunkel
---------------------------------------- ---------------------------
Name: James Mori Name: Kevin Kunkel
--------------------------------------- -------------------------
Title: EVP GM Americas Title: VP
------------------------------------- ------------------------
Date: 5/24/00 Date: 7-10-00
-------------------------------------- -------------------------