Global Purchase Agreement - Nortel Networks Inc. and SAVVIS Communications Corp.
NORTEL NETWORKS GLOBAL PURCHASE AGREEMENT
THIS AGREEMENT ("Agreement") between NORTEL NETWORKS INC., a Delaware
corporation ("Nortel Networks"), and Savvis Communications Corporation, a
Missouri corporation ("Company"), is effective on June 30, 2000 ("Effective
Date").
The parties agree as follows:
1. SCOPE
a) Under this Agreement, Company may (i) purchase hardware ("Hardware");
(ii) obtain a license to use software and documentation ("Software");
and (iii) purchase associated services ("Services") for the DMS 10, DMS
100, DMS 200, DMS 250, DMS 300, DMS 300/250, DMS 500, DMS GSP, Optical
Networks, TransportNode and NIS product families and the Data Products,
as defined in Article 9 (b). "Products" shall mean individually and
collectively, the Hardware and Software.
b) Supplemental terms for Company's purchase and/or license of various
types of other Products and/or Services may be incorporated by mutual
written consent ("Supplemental Documentation").
c) Products are provided only for Company's own use in the countries set
forth in the Supplemental Documentation (the "Territory") and not for
resale.
d) The parties acknowledge that Orders (defined below) hereunder may be
placed by Company's Affiliates (as defined herein) and Products and
Services may be supplied by Nortel Networks' Affiliates (as defined
herein). Any references herein to Company shall be deemed to include
Company's Affiliates and references to Nortel Networks shall be deemed
to include Nortel Networks Affiliates. In the case of Nortel Networks,
"Affiliate" means an entity in which Nortel Networks Corporation
directly or indirectly owns or controls (and continues to own or
control) more than fifty percent (50%) of the shares entitled to elect
the board of directors of such entity, and Nortel Networks Data GmbH of
Germany, Matra Nortel Networks Communications S.A.S. and Nortel Network
Corporation. In the case of Company "Affiliate" means an entity in
which Company directly or indirectly owns or controls (and continues to
own or control) more than fifty percent (50%) of the shares entitled to
elect the board of directors of such entity. Upon request, from time to
time, a party shall provide the other with a list of its then current
Affiliates who may be purchasing or supplying Products and/or Services
hereunder. Company absolutely, irrevocably and unconditionally
guarantees the perfomance of every Company Affiliate Issuing Orders
and/or otherwise acting under this Agreement. Company hereby expressly
waives any other diligence, protest or notice as well as any
requirement that Nortel Networks exhaust any remedy or right against
such Company Affiliate.
2. TERM
This Agreement begins on the Effective Date and continues until thirty (30) days
after a party notifies the other in writing that it intends to terminate this
Agreement. Any terms of this Agreement which by their nature are intended to
survive and the rights and obligations of either party under any accepted Order
survive the termination of this Agreement.
3. ORDERS
a) To purchase and/or License Products and/or Services, Company will
submit a purchase order or like documentation ("Order") to Nortel
Networks specifying all of the following, if applicable: (i) the types
and quantities of Products and Services; (ii) the applicable prices,
charges and fees with respect to such Products and/or Services; (iii)
the quotation number with respect to such Products and/or Services;
(iv) the addresses for delivery, performance and installation; (v) the
incorporation by reference of this Agreement; (vi) the shipment and
turnover dates; and (vii) any other information required under this
Agreement to be included in an Order. All Orders will be governed by
and cannot alter the terms and conditions of this Agreement. Orders are
subject to acceptance by Nortel Networks; however, any Order not
rejected within fifteen (15) business days of Nortel Networks' receipt
is deemed accepted provided that no additional or special terms and
conditions have been written on the face of or otherwise incorporated
into such Order.
b) Company may request additions, alterations, deductions or deviations to
an Order subject to the condition that such changes and any adjustments
resulting from such changes including, but not limited to, schedules
and prices, shall be mutually agreed upon and, if so agreed,
subsequently detailed in a written revision to the applicable Order
("Change Order"). Company acknowledges that a premium charge may be
applied by Nortel Networks should Nortel Networks agree to process a
Change Order outside of its Standard Order processing cycle for a
Product or in the event that a Change Order requires an additional
amount of
<PAGE>
work (such as engineering) to be undertaken to comply with such
changes.
c) If, prior to the ship date, Company cancels all or any part of an
Order, Company shall pay to Nortel Networks a cancellation charge for
the Product(s) that have been canceled as follows: i) if Company's
cancellation notice is received by Nortel Networks fifteen (15) or more
days prior to the ship date, then Company shall pay 100% of engineering
charges plus 10% of the Product price, or ii) if Company's cancellation
notice is received by Nortel Networks fourteen (14) or fewer days prior
to the ship date, then Company shall pay 100% of engineering charges
plus 15% of the Product price. However, Orders for Products that have
been shipped, and Orders for Data Products, may not be canceled.
Furthermore, Orders for Products which Nortel customizes in accordance
with a specific Company request may not be canceled.
b) Upon request, Company will periodically submit to Nortel Networks a
non-binding forecast of Products and/or Services that Company
anticipates purchasing.
4. PRICE AND PAYMENT
a) The charge for any Product or Service ordered will be per Nortel
Networks' price list then in effect or per written mutual agreement.
Unless specified, prices do not include freight and insurance charges
or any applicable taxes, assessments or duties. Company shall pay all
charges for: (i) Products within thirty (30) days after delivery to the
carrier at Nortel Networks' shipping point ("Delivery Location") and
(ii) Services within thirty (30) days after completion, except that (a)
recurring Services will be paid for quarterly, in advance, and (b)
installation services may be invoiced and payable (at Nortel Networks'
option) upon completion of the Services or upon delivery of the
associated Products to the Delivery Location.
b) For any overdue payments for invoices submitted in conformance to the
terms hereof, Nortel Networks is entitled to collect from Company
interest, calculated daily from the date past due, at one and one half
percent (1.5%) per month (18% per annum) or such lesser rate as may be
the maximum permissible rate under applicable law. Notwithstanding the
foregoing for purchases where Nortel Networks is providing the
financing and such financing has not been assigned, no such interest
shall accrue.
5. TAXES
Unless Company provides a certificate of exemption for the applicable taxes in a
timely manner but in no event after Nortel Networks payment of such amounts,
Company must promptly pay directly or reimburse Nortel Networks all taxes and
charges, duties or assessments imposed by any federal, state, or local
governmental or other taxing authority relating to the purchase, ownership,
possession, use, operation or relocation of Products or Services, excluding all
taxes computed upon the net income of Nortel Networks. Applicable sales taxes
shall be billed as a separate item on the invoice to the extent reasonable.
6. SOFTWARE LICENSE
a) Nortel Networks grants to Company, a personal, non-exclusive, right to
use Software only with Hardware or other authorized material in
permitted applications and to the extent that the applicable charges
have been paid ("Licensed Software"). Software contains trade secrets
of Nortel Networks and its suppliers, and Company is granted no title
or ownership rights to Software.
b) Company shall: (i) not reproduce, copy, or modify Software in whole or
in part except as authorized by Nortel Networks, except that Company
may make a reasonable number of copies of Licensed Software solely for
back up purposes; (ii) except to the extent such prohibition is not
enforceable under the laws of the country in which Software is being
used, not decompile, reverse engineer, disassemble, reverse translate,
or in any other manner decode Software, and (iii) upon termination of
the license for any reason, promptly return Software to Nortel Networks
or certify its destruction. Company shall abide by any additional terms
provided by Nortel Networks with respect to any terms contained in
"shrink" or "click" wrap licenses, or other pass-through licenses, for
Software sourced from third party vendors.
c) Company shall not have the right to assign or sublicense its rights in
Software without the written consent of Nortel Networks, which will not
be unreasonably withheld, provided however, that where use of a Product
requires the download of Software to a customer of Company. Company
shall be entitled to sublicense to such customer after the customer
agrees to terms no less restrictive than those contained in this
Article 6 and that Nortel Networks is a beneficiary of such sublicense.
d) Certain Software identified by Nortel Networks may be modified to
create derivative software applications or files ("Applications").
Unless otherwise agreed in writing, each party owns all intellectual
property rights for any Applications it creates. NORTEL NETWORKS SHALL
HAVE NO LIABILITY TO COMPANY OR ANY THIRD
<PAGE>
NETWORKS GLOBAL PURCHASE AGREEMENT
PARTY WITH RESPECT TO ANY CLAIMS OR DAMAGES ARISING OUT OF THE
MODIFICATION OR CREATION OF ANY APPLICATION BY COMPANY.
e) Nortel Networks may access by remote polling or other reasonable means
any site in which Software has been installed to determine if any
Software has been activated, or its uses extended, without payment of
the applicable fee. Such polling shall be conducted pursuant to the
Company's reasonable security considerations which shall not
significantly inhibit the polling activity. Nortel Networks has the
right to invoice Customer and Customer shall pay all charges within
thirty (30) days of such invoice for any activated or extended use of
such Software.
7. TITLE, RISK OF LOSS AND DELIVERY
a) For Products to be delivered in the United States or Canada, risk of
loss of damage to Products passes to Company upon delivery to the
carrier at the Delivery Location. Unless specifically provided
otherwise in the Supplemental Documentation. Products not for delivery
in the United States or Canada shall be provided "Ex Works" Nortel
Networks' Delivery Location. ("Ex Works" shall have the meaning
ascribed to it in Incoterms 2000.) Title to the Hardware shall pass to
Company upon final payment of the total purchase price and any
additional monies due. Company grants Nortel Networks, and will
cooperate with the perfection and maintenance of, a purchase money
security interest (or other security interest as provided by the laws
of the applicable jurisdiction) in the Products and any proceeds until
the total amount on account of such Products is paid to Nortel
Networks. Company authorizes Nortel Networks to file financing or
continuation statements and amendments and similar documents relating
to the Products without signature of Company where permitted by law.
Nortel Networks may also reproduce and file this Agreement or any
financing statement covering the Products, or any part thereof, as a
sufficient financing statement.
b) Company will have the installation site(s) ready and complete its other
responsibilities on time and in accordance with Nortel Networks'
requirements. Company shall reimburse Nortel Networks for all Company's
failure to comply with Nortel Networks' requirements.
c) Company will notify Nortel Networks in writing of all hazardous
materials (as defined by the applicable competent authority) that
Nortel Networks may encounter during the performance of Services.
Nortel Networks may discontinue the performance of the Services until
all Hazardous Materials have been removed at Company's expense. Company
shall defend, indemnify and hold Nortel Networks harmless from any and
all damages, claims, losses, liabilities and expenses, including
attorney's fees, which arise out of Company's breach of such
obligations.
8. ACCEPTANCE
Company is deemed to have accepted a Product, excluding Data Products, on the
first to occur of: (i) receipt of the Product at the Delivery Location for a
furnish-only Order: (ii) completion of Nortel Networks installation Services
with respect to the Product; or (iii) placement of the Product into service.
With respect to Data Products, acceptance is deemed to have occurred upon the
ship date. Acceptance cannot be postponed due to any deficiencies not imputable
to Nortel Networks. If, prior to Company's deemed acceptance above, or in the
case of furnish-only Products and Data Products upon delivery of such Products
to Company, Nortel Networks and Company reasonably determine that any
non-conforming Product(s) must be replaced, Company agrees to return such
Product(s) must be replaced, Company agrees to return such Product(s) to Nortel
Networks in accordance with Nortel Networks' instructions at Nortel Networks'
expense.
9. WARRANTY
a) Nortel Networks warrants that during the Warranty Period, defined
below, (i) Hardware is free from defects in materials and workmanship,
substantially conforms to Nortel Networks' published specifications and
is free from any third party lien or other encumbrance on title, (ii)
Software, when used in the specified operating environment, will
substantially conform to its published specifications and shall be free
of computer viruses upon shipment, and (iii) Services will be performed
in a professional and workmanlike manner. Unless otherwise specified in
Supplemental Documentation or in Section (b) below, the "Warranty
Period" for (i) Products is twelve (12) months from the date of
delivery at the Delivery Location and (ii) Services is twelve (12)
months from their completion date.
b) The following Data Products shall have the corresponding Warranty
Periods:
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NORTEL NETWORKS GLOBAL PURCHASE AGREEMENT
DATA PRODUCTS HARDWARE SOFTWARE SERVICES
------------- --------- --------- --------------
Etherloop 12 months 12 months 12 months from
from from completion
Delivery Delivery
--------------------------------------------------------------------------------
CVX 1800, 12 months 90 days 12 months from
SS7 Gateway from ship from ship completion
and Shares date date
--------------------------------------------------------------------------------
Internet Call 6 months 6 months 6 months from
Waiting from ship from ship completion
Voice Buttons date date
--------------------------------------------------------------------------------
Enterprise See then- See then- See then-current
Data current current price list
Products price list price list
--------------------------------------------------------------------------------
c) Nortel Networks' sole obligation under this warranty is to, at Nortel
Networks' discretion, repair, replace or otherwise correct the defects
in Products or Services Hardware repaired, replaced or corrected during
the Warranty Period is warranted for the balance of the original
Warranty Period and, excluding Data Products, replaced or corrected
Hardware shall be warranted for ninety (90) days from the date the
repair, replacement or correction is effected if such period is greater
than the balance of the original Warranty Period. Replacement Hardware
may be new or reconditioned to perform as new, at Nortel Networks'
option. Company shall bear risk of loss or damage and shall pay for all
transportation charges for Products returned to Nortel Networks, and
Nortel Networks shall bear risk of loss or damage and pay for
transportation charges for repair or replacement Products shipped to
Company. Any exchanged Hardware becomes Nortel Networks' property and,
subject to Section 7 (Title, Risk of Loss and Delivery), its
replacement becomes the Company's property.
d) Services (including in-warranty Services) will be made available to
Company in accordance with, and within the response times defined in,
Nortel Networks' standard practices and procedures.
e) These warranties do not apply where the non-conformance is due to (i)
accident, fire, explosion, power failure, power surge or other power
irregularity, lightning, alteration, abuse, misuse or repair not
performed by Nortel Networks'; (ii) improper storage; (ii) failure to
comply with all specified applicable environmental requirements for
Products; (iv) improper installation, maintenance, operation or other
service in connection with Products except where performed by Nortel
Networks or on Nortel Networks' behalf by authorized subcontractors;
(v) use of Products in conjunction with an incompatible product or a
product not purchased from Nortel Networks; (vi) any error, act or
omission by anyone other than Nortel Networks; (vii) use of Products
outside the country in which they were supplied; or (viii) to the
extent Company's breach of this Agreement or an Order contributes to a
Product failure.
f) These warranties do not apply to any (i) hardware not of Nortel
Networks' manufacture, software not owned by Nortel Networks'
manufacture, software not owned by Nortel Networks, or Applications
created by Company; (ii) any Software which is activated, or its use
extended, without payment of the applicable fee or Nortel Networks'
written consent; (iii) Software that is not maintained at Nortel
Networks' current Software that is not maintained at Nortel Networks'
current Software release level or within at least one (1) previous
Software release level unless specified otherwise in Nortel Networks'
documentation; and (iv) items normally consumed during Product
operation, and (v) defects that are not identified in writing to Nortel
Networks within the applicable warranty period. Nortel Networks passes
through to Company any warranty rights granted to Nortel Networks by
the vendor of any third party hardware or Software to the extent that
Nortel Networks is permitted to do so pursuant to its agreements with
such third party vendors.
g) THESE WARRANTIES AND REMEDIES CONSTITUTE THE ONLY WARRANTY OBLIGATIONS
OF NORTEL NETWORKS WITH RESPECT TO THE PRODUCTS AND SERVICES AND ARE
COMPANY'S SOLE AND EXCLUSIVE REMEDIES IN THE EVENT THAT THE WARRANTIES
ARE BREACHED. THEY ARE IN LIEU OF ALL OF THE WARRANTIES, WRITTEN OR
ORAL, STATUTORY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE. NORTEL NETWORKS IS NOT RESPONSIBLE FOR ANY WARRANTY OFFERED BY
COMPANY TO ANY CUSTOMER(S) OF COMPANY.
10. CONFIDENTIAL INFORMATION
a) Confidential information ("Information') means all business, technical,
marketing and financial information, data and computer programs that is
clearly marked as confidential, proprietary or the like.
b) Each party which receives the other party's Information shall use
reasonable care to hold such Information in confidence and not dislcose
such Information to anyone except is employees and employees of such
party's Affiliates with a need to know for purposes of carrying out
this Agreement.
page 4 of 7 CONFIDENTIAL
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NORTEL NETWORKS GLOBAL PURCHASE AGREEMENT
c) The obligations of either party pursuant to this Article shall not
extend to any Information which (i) a recipient can demonstrate through
written documentation was already known to the recipient; (ii) becomes
known or generally available to the public (other than by act of the
recipient) subsequent to its disclosure; (iii) is disclosed or made
available in writing to the recipient by a third party having a bona
fide right to do so and without similar confidentiality obligations;
(iv) is independently developed by recipient as demonstrated by its
business records; or (v) is required to be disclosed by subpoena or
other process of law, provided that the recipient shall notify the
disclosing party promptly of any such subpeona or other process of law
requiring disclosure.
11. EXCUSABLE DELAYS
Except for payment obligations, if the performance by a party of any of its
obligations under this Agreement shall be interfered with by reason of any
circumstances beyond the reasonable control of that party, including without
limitation, fire, explosion, acts of God, war, revolution, civil commotion,
unavailability of supplies or sources of energy, power failure, breakdown of
machinery, delays regarding zoning, easements or deed restrictions, any legal
proceedings between parties unrelated to the parties hereto or labor
difficulties, including without limitation, strikes, slowdowns, picketing or
boycotts, then that party shall be excused from such performance for a period
equal to the delay resulting from the applicable circumstances so long as that
party is diligently pursuing means of resolution, and such additional period as
may be reasonably necessary to allow that party to resume its performance. With
respect to labor difficulties as described above, a party shall not be obligated
to accede to any demands being made by employees or other personnel.
12. PATENTS, TRADEMARKS AND COPYRIGHT
a) Nortel Networks shall, at its own expense, (i) defend Company (in
connection with such defense, Nortel Networks shall be solely
responsible for its litigation costs, including its attorney's
expenses) in any claim or legal action alleging that the purchase or
use of any Product or any portion thereof, other than third party
hardware or software not incorporated during Nortel Network's
manufacturing process, infringes any patent, trademark, trade secret,
copyright or other proprietary right ("Infringement Claim); and (ii)
pay all damages and costs, including reasonable attorney's fees,
awarded against Company, or pursuant to settlement agreed to by Nortel
Networks, in such actions which are directly attributable to an
Infringement Claim. Company may participate in such defense at its own
expense.
As a condition of such defense or payment, Company is required to (i) give
Nortel Networks prompt written notice of any Infringement Claim; (ii) provide
Nortel Networks with the sole control of the defense and/or settlement of the
Infringement Claim; (iii) cooperate fully with Nortel Networks in such defense
or settlement.
b) In the event Nortel Networks becomes aware of a potential Infringement
Claim, Nortel Networks may (or in the case of an award of an injunction
shall) at its sole option and expense, either: (i) procure for Company
the right to continue using the alleged infringing Products); or (ii)
replace or modify the alleged infringing Product(s) with an equivalent
product(s) so that Company's use is non-infringing. If none of these
alternatives is reasonably available, Company agrees to return the
Product(s) to Nortel Networks on Nortel Networks' written request.
Nortel Networks will then give Customer a credit equal to Company's net
book value for the Product(s) provided Company has followed
generally-accepted accounting principles. Any such claims against
Company or liability for infringement arising from use of the
Product(s) following a request for return by Nortel Networks are the
sole responsibility of Company.
c) Nortel Networks has no obligation or liability in respect to any
Infringement Claim in the event that the accused Product: (i) is
manufactured, designed or supplied by Nortel Netowrks in accordance
with any design or special instruction furnished by Company, provided
that the Infringement Claim is related to such design or special
instruction; (ii) is used by Company in a manner or for a purpose not
contemplated by this Agreement or Nortel Networks' Product customer
documentation; (iii) is used or located by Company in a country other
than the country for which it was supplied; (iv) is used by Company in
combination with other products or applications not provided by Nortel
Networks, including any software developed by Company through the
permitted use of Products, provided that Infringement Claim arises from
such combination or the use thereof; or (v) is modified by Company
without Nortel Network's written authorization. If Company continues
use of the affected Product notwithstanding Nortel Networks' request to
replace or modify pursuant to Section b) (ii) or its requirement to
return pursuant to Section b) (iii), Nortel Networks shall not be
liable for such use. In such cases, Company shall indemnify and hold
Nortel Networks harmless against any loss, cost, expense, damage,
settlement, or other liability
<PAGE>
NORTEL NETWORKS GLOBAL PURCHASE AGREEMENT
incurred by Nortel Networks with respect to the Infringement Claim.
d) Nortel Networks' cumulative liability under this Article 12 shall not
exceed one hundred percent (100%) of the purchase price of the Product
or portion of the Product, giving rise to the Infringement Claim(s).
e) THE PROVISIONS OF THIS ARTICLE 12 CONSTITUTE THE EXCLUSIVE RECOURSE OF
EACH PARTY AND THE ENTIRE OBLIGATION AND LIABILITY OF EACH PARTY WITH
RESPECT TO ANY CLAIM FOR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
13. LIABILITY
a) Each party will defend, indemnify and hold the other party harmless
from any liabilities, claims or demands, including costs, expenses and
reasonable attorney's fees, that are made by anyone for bodily
injuries, including death, or damage to tangible property, resulting
from the negligence and/or willful misconduct of that party, its
employees or agents, in the performance of this Agreement. A party will
notify the other party promptly of written claims or demands against it
for which the other party is responsible. If the damage results from
the negligence or willful misconduct of both parties, then the
responsibility for such damage will be allocated between the parties in
accordance with their proportion of fault.
b) IN NO EVENT WILL EITHER PARTY BE LIABLE (WHETHER IN CONTRACT, TORT,
INCLUDING NEGLIGENCE, OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL,
SPECIAL, PUNITIVE, MULTIPLE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST
REVENUES OR PROFITS OR OTHER FORMS OF ECONOMIC LOSS, OF ANY NATURE
WHATSOEVER FOR ANY BREACH OF THIS AGREEMENT OR OTHERWISE EXCEPT AS
PROVIDED IN ARTICLES 6 AND 10. IN NO EVENT SHALL NORTEL NETWORKS'
LIABILITY FOR ANY OTHER DAMAGES EXCEED THE PURCHASE PRICE OF THE
PRODUCT OR SERVICES GIVING RISE TO THE DAMAGES. THIS PROVISION SHALL
SURVIVE ANY TERMINATION OF THIS AGREEMENT.
14. DEFAULT
Either party may suspend or terminate its performance under this Agreement in
the event of a material breach that remains unsecured for thirty (30) or more
days by the other party.
15. ASSIGNMENT
Neither Company nor Nortel Networks may assign or transfer this Agreement or any
of its rights or obligations without the prior written consent of the other
party, which consent will not be unreasonably withheld; except that Company may
assign this Agreement to a successor in interest to substantially all of its
assets, whether by merger, consolidation or sale, provided i) such assignee
agrees in writing to be bound by the terms of this Agreement, ii) such assignee
is not a competitor of Nortel Networks, and iii) such assignment shall not
relieve Company of any of its obligations under this Agreement. Notwithstanding
the foregoing, Nortel Networks may assign or subcontract this Agreement or any
of its obligations to its parent or any of its Affiliates, but no such
assignment shall relieve Nortel Networks of any of its obligations hereunder.
Company consents, without qualification, to the sale of receivables by Nortel
Networks without further notice, and Nortel Networks may disclose the provisions
of this Agreement to prospective purchasers of the receivables, and their
agents.
16. GOVERNING LAW
The construction, interpretation and performance of this Agreement is governed
by the laws of the State of New York, except for its rules with respect to the
conflict of laws.
17. NOTICE
All notices will be in writing and are deemed given when delivered by (i) hand;
(ii) facsimile transmission; (iii) certified mail; or (iv) overnight delivery
service, addressed as follows:
If to Company:
___________________________
___________________________
___________________________
Attention:_________________
Facsimile:_________________
Telephone:_________________
If to Nortel Networks:
Nortel Networks Inc.
5405 Windward Parkway
Alpharetta, Georgia 30004
Attention: Contracts Manager
Facsimile: 770-708-5090
Telephone: 770-708-5472
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NORTEL NETWORKS GLOBAL PURCHASE AGREEMENT
Either party may change its address by a notice given to the other party in the
manner above.
18. ADDITIONAL TERMS
a) Company shall not export any Products or technical data received from
Nortel Networks pursuant to this Agreement, or release any such
Products or technical data with the knowledge or intent that such
Products or technical data will be exported or transmitted to any
country or foreign nationals of any country except in accordance with
applicable laws and regulations concerning the exporting of such items.
Company shall obtain all appropriate government authorizations in
accordance with applicable law prior to exporting or transmitting any
such Products or technical data. Nortel Networks will provide such
assistance as Company reasonably requests to obtain such
authorizations. Nortel Networks shall have no obligation to sell
Products in any country in which the Products have not been
homologated. If Company desires to use the Products in a country in
which the Products have not been homologated, and Nortel Networks in
its sole discretion agrees that Products may be used by Company in such
country, then Company and Nortel Networks will mutually agree upon the
allocation between the parties of the costs and expenses associated
with homologating such Products for use in such country.
b) Notwithstanding the provisions of Article 4, in the event of any change
in the specifications, or in manufacturing or delivery processes, as a
result of governmental requirements, Nortel Networks may, upon prior
notice to Company, increase its charges to cover Nortel Networks'
direct and indirect costs resulting from such change.
c) If any provision hereof is determined to be legally unenforceable or
invalid, the remaining provisions will continue in full force and
effect and the parties will substitute a provision that most closely
approximates the economic effect and intent of the invalid provisions.
d) A party shall not release any advertising or other publicity relating
to the Agreement or the contents thereof without the prior written
approval of the other party.
e) The failure by either party at any time to require performance by the
other party, or to claim a breach of this Agreement, will not be
construed as affecting any subsequent breach or right to require
performance.
f) This Agreement, including Supplemental Documentation, comprises all the
terms, conditions, representations, warranties and agreement of the
parties with respect to the subject matter hereof and supersedes all
previous negotiations, proposals, commitments, writings, publications
and understandings of any nature whatsoever.
g) In the event of a conflict between the main body of this Agreement and
the provisions set forth in Supplemental Documentation, the provisions
of the Supplemental Documentation prevail with respect to any Products
and Services covered by it.
IN WITNESS WHEREOF, the parties by their duly authorized representatives have
executed this Agreement.
NORTEL NETWORKS INC. COMPANY
By: /s/ Cynthia C. Hemme By: /s/ Steven M. Gallant
----------------------------------- ---------------------------------
Cynthia C. Hemme
Vice President & Assistant General Name: Steven M. Gallant
Counsel Contracts, Service -------------------------------
Provider Solutions-Americas
Title: Title: VP General Counsel
--------------------------------- ------------------------------
Date: 6/30/00 Date: 6/30/00
------------------------------- ------------------------------
00 6-30-00
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APPROVED AS TO FORM
------------------------
LAW DEPARTMENT
NORTEL NETWORKS INC.
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Page 7 of 7 CONFIDENTIAL
<PAGE>
ADDENDUM NUMBER 1
TO THE NORTEL NETWORKS INC.
GLOBAL PURCHASE AGREEMENT WITH
SAVVIS COMMUNICATIONS CORPORATION
THIS ADDENDUM number 1 ("Addendum 1") is by and between Nortel Networks Inc..
("Nortel Networks") and Savvis Communications Corporation ("Company") and
amended the Global Purchase Agreement between Nortel Networks and Company of
even date herewith (the "Agreement").
The terms and conditions of this Addendum 1 specified below shall apply solely
with respect to Nortel Networks' long haul Optical Products purchased by Company
for installation in the United States or Canada, and shall take precedence over
any conflicting terms and conditions in the Agreement.
--------------------------------------------------------------------------------
1. Add a new sentence at the end of Section 4.a (Price and Payment) of the
Agreement as follows:
"Notwithstanding anything to the contrary, in all cases where Company utilizes
Financing (as defined herein) for purchase and/or license of products, Company
shall pay all charges or such Products within ten (10) days after delivery to
the carrier at Nortel Networks Delivery Location."
2. The parties understand that Company is seeking Nortel Networks' assistance
with obtaining financing to pay for purchases made pursuant to this Agreement
("Financing") in an amount equal to the Optional Commitment (as defined below).
Nortel Networks agrees that, solely for the long-haul Optical Hardware for the
first eight (8) rings purchased for installation in the United States and
Canadian substantially as listed in Exhibit A attached hereto ("Rings"), Nortel
Networks shall pay the applicable Financing interest charges for Hardware
purchased for each individual Ring until the earlier of 1) Nortel Networks'
notification to Company that a Ring is ready for service, or 2) one hundred and
eighty (180) calendar days after delivery of the first unit of Hardware for each
Ring to the Delivery Location. Thereafter, Company shall be solely responsible
such Financing interest charges. Notwithstanding the foregoing, Company shall be
responsible for all principle and other costs and fees associated with
Financing.
3. During the period beginning on the effective date of this Agreement and
ending on December 3,1 2003 (the "Initial Term"), Company shall purchase and
take delivery of optical networks Products and Services listed in Exhibit B
attached hereto ("Optical Products and Services") in the net payment amount of
One Hundred and Fifty-Five Million US dollars ($155,000,000.00) (the "Optical
Commitment").
4. In consideration of Company's Optical Commitment, Nortel Networks shall
extend pricing to Company as set forth in Exhibit B. In the event the Company
fails to meet its Optical Commitment By December 31, 2003, Company shall pay to
Nortel
Page 1 of 5 CONFIDENTIAL
<PAGE>
Networks, as liquidated damages and not as a penalty, the difference between the
total prices paid and the total list prices for the Optical Products and
Services. Nortel Networks shall invoice Company for such liquidated damages
promptly after December 31, 2000 (if applicable), and such invoice shall be due
and payable within thirty (30) days of the date of such invoice.
5. In consideration of the discounts, terms and conditions provided to Company
in this Agreement, Company shall hereby, for the term of this Agreement, grant
Nortel Networks exclusivity for all Company optical data product and service
purchases associated with Company's data network, optical backbone and metro
networks ("Exclusivity Requirement"). However, Nortel Networks may partially or
wholly accept or refuse any Order for such data or optical products or services
without liability of any kind. Following any partial or whole refusal of an
Order, Company shall be released from this Exclusivity Requirement solely with
regard to the portion of the Order refused. Such release shall pertain to the
specific Order (or portion thereof) rejected only and shall not be seen as a
waiver of this requirement for any future Orders of such data or optical
products or services.
6. Incentive Offer: In consideration for Company's Optical Commitment, and
subject to Company achieving the Optical Commitment amount as set forth above,
during the Initial Term of the Agreement Nortel Networks shall provide Company
with the incentives set forth below ("Incentive Offer") to be utilized solely
for Optical Products and Services, and not for Data Products (as defined in
Addendum 2 of the Agreement). Each of the following incentives shall be provided
by Nortel Networks at [**] to Company based on the assumption that Company
will meet its Optical Commitment during the Initial Term of the Agreement. In
the event that Company does not meet its Optical Commitment by the end of the
first, or any subsequent, year of the Initial Term, Nortel Networks reserves the
right to modify the Incentive Offer.
6.1 Nortel Networks shall provide a maximum of two (2) sets of spares for active
optical Hardware as set forth in Exhibit C attached hereto. One set of such
spares shall be shipped to Company within a reasonable period of time after both
parties have signed this Addendum, and the second set shall be shipped to
Company within a reasonable period of time after its total Optical Commitment
purchases reach Fifty Million Dollars.
6.2 Nortel Networks shall provide for a period of six (6) months upon receipt of
Company's request, the services of Nortel Networks' Alpharetta, Georgia Network
Operations Center ("NOC Services") in accordance with Nortel Networks' standard
procedures. The request for NOC Services should be submitted to Nortel Networks
at lease one (1) month prior to the requested start date of such NOC Services.
6.3 The Warranty Period for the Optical Hardware set forth in Exhibit A is sixty
(60) months from the date of delivery at the Delivery Location. For Optical
Hardware previously purchased from Nortel Networks, the Warranty Period will be
sixty (60) months from the original ship date.
[**] CONFIDENTIAL TREATMENT REQUESTED
Page 2 of 5 CONFIDENTIAL
<PAGE>
6.4 Nortel Networks shall provide the services of a Nortel Networks program
manager ("Program Manager"). The Program Manager shall be located at Nortel
Networks and shall act as a point of escalation for Company's network
deployment, including interfacing into Nortel Networks' manufacturing,
forecasting, project management and systems engineering as necessary, support
the integration of Nortel Networks' solutions and installations, and other
functions as may be mutually agreed by the parties.
6.5 Nortel Networks shall provide the services of a Nortel Networks systems
engineer ("Systems Engineer"). The Systems Engineer will be located at Nortel
Networks and shall assist company with design of optical, routing and service
layers, design of broadband network based on current and future access Products,
interface requirements, implementation plan(s) based on bandwidth requirements,
sensitivity analysis on bandwidth growth rates, fiber routing and sizing in
metro and long-haul networks, and other functions as may be mutually agreed by
the parties.
6.6 Nortel Networks shall make training credits valued at $[**] /credit
("Training Credit(s)") available to representatives of Company with respect to
the operation, configuration, installation, service, maintenance and support of
the optical Products at Nortel Networks' facilities, subject to course and class
availability. Nortel Networks shall, on the effective date of this Addendum,
provide Company [**] Training Credits to be used by Company in any of Nortel
Networks' training courses related to the optical Products Company has
purchased. In addition, during the Initial Term, Company shall earn [**]
Training Credits for each [**] Dollars [**] of Optical Products it purchases and
takes delivery of pursuant to this Addendum. The Training Credits must be used
in the calendar year in which they are earned, after which time unused Training
Credits will be forfeited. Company shall be responsible for travel, per diem and
other expenses incurred in connection with the attendance of trainees.
6.7 Subject to Sections 6.7.1 and 6.7.2 below, during the Initial Term and in
accordance with this Section 6.7 Nortel Networks will pay a portion of Company's
marketing and/or advertising invoices wherein Nortel Networks equipment is
featured and/or referenced ("Co-Marketing Funds"), as follows:
6.7.1 Upon the expiration of each three (3) month period during the Initial
Term, Nortel Networks will provide Co-Marketing Funds to Customer equal to [**]
of the net price of Optical Products purchased/licensed by and shipped to
Company pursuant to this Addendum during the preceding three (3) month period.
Any funds contributed by Nortel Networks remaining in the Co-Marketing Fund at
expiration or termination of the Initial Term shall become the sole property of
Nortel Networks.
6.7.2 Company agrees to use any Co-Marketing Funds provided to Company in
accordance with the Nortel Networks' Service Provider and Co-operative Marketing
Program whereby Company agrees to co-brand with the "Solutions by Nortel
Networks"
[**] CONFIDENTIAL TREATMENT REQUESTED
Page 3 of 5 CONFIDENTIAL
<PAGE>
logo in all marketing communications funded by or partially funded by Nortel
Networks. For each dollar of approved charges incurred by Company with third
parties for Company's marketing and/or advertising wherein Nortel Networks'
Optical Products are featured and/or referenced, Nortel Networks will reimburse
Company for Company's payment of such eligible third party charge(s), up to the
amount remaining in company's Co-Marketing Fund account. In lieu of
reimbursement, for each dollar due Nortel Networks for the performance of
Services by Nortel Networks related to the provision of the Co-Marketing Funds
as set forth herein, Nortel Networks may offset such amounts by any Co-Marketing
Funds due and owing to Customer. As used in this Section 6.7, "approved" shall
mean approved in advance and in writing by Nortel Networks. The total amount
that Nortel Networks shall reimburse or otherwise satisfy its portion of
eligible charges as described above shall be an amount equal to the lesser of a)
the sum of the Company payment of the total eligible and approved expenditures
on approved Programs, or b) the total amount accrued.
7. Company shall, fifteen (15) days prior to each calender quarter, submit to
Nortel Networks a consolidated non-binding forecast of Products by geographic
region, that Company anticipates purchasing or licensing over the next four (4)
calender quarters. In addition to the type, quantity and cumulative dollar
amount of Products, the parties may agree upon additional information to be
included in such forecast.
8. Unless otherwise specified herein, the definitions contained in the Agreement
shall be applicable to this Addendum 1. All other terms and conditions of the
Agreement remain in full force and effect.
9. This Addendum 1, and all obligations of Company hereunder, is subject to and
conditioned upon satisfaction of each of the following conditions: (i) execution
of definitive agreements relative to the Financing on terms and conditions
satisfactory to Company in its sole and absolute discretion; (ii) acquisition of
Level 3 IRU's for the network contemplated in Exhibit A to this Addendum 1 on
terms and conditions satisfactory to Company in its sole and absolute
discretion; (iii) possible modification of terms and conditions in this Addendum
1 to the extent such modification(s) would not be in direct conflict with that
certain letter of agreement (the "LOA") of the parties dated June 1, 2000 and
last executed June 2, 2000, and (iv) approval of Company's Board of Directors
("Board"), although the parties acknowledge and agree that this matter has
previously been discussed with the Board. For avoidance of doubt, the Agreement
and
(Remainder of page intentionally left blank)
Page 4 of 5 CONFIDENTIAL
<PAGE>
this Addendum 1 supercede the LOA.
SAVVIS COMMUNICATIONS NORTEL NETWORKS INC.
CORPORATION ("Nortel Networks")
("Company")
By: /s/ Steven M. Gallant By: /s/ Cynthia C. Hemme
----------------------- -------------------------
Name: Steven M. Gallant Name: Cynthia C. Hemme
---------------------- ----------------------
Title: Title: Vice President & Assistant General Counsel
VP - General Counsel Contracts, Service Provider Solutions - Americas
-------------------- ------------------------------------------------
Date: 6/30/00 Date: 6/30/00
-------------------- --------------------
----------------------
APPROVED AS TO FORM
----------------------
LAW DEPARTMENT
NORTEL NETWORKS INC.
----------------------
Page 5 of 5
<PAGE>
Addendum I, Exhibit A
Global Purchase Agreement between Savvis Communications Corporation and Nortel
Networks Inc.
(Exhibit A is attached hereto)
This is Page 1 of 2 pages comprising Exhibit A
Page 2
[GRAPHIC OF MAP OF "RINGS" OMITTED]
<PAGE>
Addendum 1, Exhibit B
Global Purchase Agreement between Savvis Communications Corporation and Nortel
Networks
ITEM PRODUCT ITEM UNIT
NO. DESCRIPTION CODE PRICE
--------------------------------------------------------------------------------
YEAR 1
================================================================================
#1.0 BAY & SHELF HARDWARE
7 FT. OPTera LH Bay Assembly NTCA88GA [**]
7 FT. OPTERA CONNECT DX BAY ASSEMBLY NTCA91AB [**]
WITH TRIB SHELF
FIBER MANAGEMENT HARDWARE
Fiber Management Shelf (2 Trays) NTCA84GA [**]
Fiber Management Hardware Kit NTCC8414 [**]
Fiber Highway Kit NTCC8849 [**]
Top Cover Assy NTCC8154 [**]
OC-192 FRAME & MISC. ACCESSORIES
Frame Accessory KIT (ANSI) NTCA89GL [**]
ANSI Wasker Kit NTRU0412 [**]
Frame Leveling Kit NT7E8040 [**]
7'0" x 23' Bay Assembly End Guard
(Left or Right) NT7E72AA [**]
Installation Materials IRM [**]
Bay Isolation Kit (IGZ compliance) NTRU0410 [**]
--------------------------------------------------------------------------------
SUBTOTAL
--------------------------------------------------------------------------------
#2.0 OC-192 / LH COMMON EQUIPMENT CARDS
OPTERA LH CONTROL SHELF COMMON EQUIPMENT NTZP23AA [**]
1 Shelf Controller (32M) NTCA41CA [**]
1 Message Transfer NTCA48AA [**]
2 Breaker/Filter Module NTCA40BA [**]
COMMON EQUIPMENT (CONTROL SHELF)
External Synchronization Interface NTCA44AA [**]
Shelf Controller (32M) NTCA41CA [**]
Message Transfer NTCA48AA [**]
Breaker/Filter Module NTCA40BA [**]
FILLER CARDS
Transport Shelf Filler Card (Single Slot) NTCA49AA [**]
Control Shelf Filler Card (1 inch) NTCA59AA [**]
OC-192 SWITCH MODULES
HDX85 Switch Module (85 Gb/s) NTCA26AA [**]
OPTERA CONNECT DX MAINTENANCE INTERFACE NTZPxxxx [**]
WITH S/W RELEASE 1.0
1 Maintenance Interface (120 Mb) NTCA42BA [**]
1 OPTera Connect DX Release 1.0 NTCA50GA [**]
Superset
OPTERA LH MAINTENANCE INTERFACE WITH NTZP17BB [**]
S/W RELEASE 1.5
1 Maintenance Interface (120Mb) NTCA42BA [**]
1 OPTera LH Release 1.5 Superset COD NTCA61AE [**]
--------------------------------------------------------------------------------
SUBTOTAL
--------------------------------------------------------------------------------
#3.0 OC-182 TRANSPORT INTERFACES
OC-192 TRANSMIT INTERFACES - TERMINAL D-WDM-
UNIVERSAL CONNECTORS
OC-192 TR (Univ) 1533.47nm DWDM / SR Rx NTCA06FK [**]
OC-192 TR (Univ) 1535.04nm DWDM / SR Rx NTCA06GK [**]
OC-192 TR (Univ) 1555.75nm DWDM / SR Rx NTCA06XK [**]
OC-192 TR (Univ) 1557.36nm DWDM / SR Rx NTCA06LK [**]
OC-192 XR (RETX) OPTICS
OC-192 XR (Univ) 1533.47nm DWDM / SR Rx NTCA04FK [**]
OC-192 XR (Univ) 1535.04nm DWDM / SR Rx NTCA04GK [**]
OC-192 XR (Univ) 1555.75nm DWDM / SR Rx NTCA04XK [**]
OC-192 XR (Univ) 1557.36nm DWDM / SR Rx NTCA04LK [**]
--------------------------------------------------------------------------------
SUBTOTAL
--------------------------------------------------------------------------------
[**] CONFIDENTIAL TREATMENT REQUESTED
Page 1 of 4
<PAGE>
Addendum 1, Exhibit B
Global Purchase Agreement between Savvis Communications Corporation and Nortel
Networks
--------------------------------------------------------------------------------
#4.0 TRIBUTARY INTERFACES
OC-48 Interfaces
OC-48 Tributary Tx/Rx Short Reach NTCA30CK [**]
(1310nm. Univ.)
--------------------------------------------------------------------------------
SUBTOTAL
--------------------------------------------------------------------------------
#5.0 DISPERSION COMPENSATION MODULES
DCM's MOUNTED IN DWDM SHELF
DCM_60 Module Assembly (SC) NTCC14CC [**]
DCM_100 Module Assembly (SC NTCC14EC [**]
--------------------------------------------------------------------------------
SUBTOTAL
--------------------------------------------------------------------------------
#6.0 MULTI-WAVELENGTH OPTICAL REPEATER (MOR)
UNITS
MOR PLUS WITH MID-STAGE ACCESS (MSA)
MOR+ W/MSA PreBlue/PostRed (Univ) NTCA11NK [**]
w/15010nm OSC
MOR+ w/MSA PreRed/PostBlue (Univ) NTCA11PK [**]
w/1510nm OSC
1625 OPTICAL SERVICE CHANNEL (OSC) UNITS
1625 Optical Service Channel (SC) NTCA11CC [**]
--------------------------------------------------------------------------------
SUBTOTAL
--------------------------------------------------------------------------------
#7.0 OPTICAL SERVICE CHANNEL (OSC) WDM UNITS
OSC 1550 / 1625nm Coupler (SC) NTCC13AC [**]
--------------------------------------------------------------------------------
SUBTOTAL
--------------------------------------------------------------------------------
#8.0 OPTICAL CONNECTOR KITS (FOR UNIVERSAL CARDS)
Optical SC Connector Kit NTCC99AC [**]
(Single Connector)
--------------------------------------------------------------------------------
SUBTOTAL
--------------------------------------------------------------------------------
#9.0 DENSE-WDM COUPLER UNITS - MOR PLUS
DWDM 4 Module Shelf Assy Universal Frame NTCA88GA [**]
(ANSI)
DWDM Shelf Installation Kit NTCA88CA [**]
100GHZ 8-WAVELENGTH DWDM COUPLERS
100GHz 8+2w DWDM Coupler MB / DR w/VOA (SC)NTCA10CC [**]
100GHz 8+2 DWDM Coupler MR / DB w/VOA (SC) NTCA10DC [**]
100GHZ FIXED 2-WAVELENGTH ADD-DROP
MULTIPLEXER (ADM) COUPLERS
100GHz DWDM, ADM 1533.47 / 1555.75 (SC NTCA13AC [**]
100GHz DWDM, ADM 1535.04 / 1557.36 (SC) NTCA13BC [**]
--------------------------------------------------------------------------------
SUBTOTAL
--------------------------------------------------------------------------------
COMPLETE OPC PACKAGES
OPTERA CONNECT DX OPC S/W LOAD RELEASE 1.0 NTZPxyyy [**]
1 OPC Controller (122M) NTCA50BA [**]
1 OPC I/O NTCA52AA [**]
1 OPC SSD Storage Module NTCA51AB [**]
1 OPTera Connect DX Release 1.0 Superset NTCA60GA [**]
1 OPC Removable Media (122Mb) NTCA53BA [**]
1 OPTera Connect DX Release 1.0 Superset NTCA60GA [**]
OPTERA LH OPC S/W LOAD RELEASE 1.5 NTZP17AB [**]
1 OC-192 OPC Controller (122 M) NTCA50BA [**]
1 OC-192 OPC I/O NTCA52AA [**]
1 OC-192 OPC Storage Module NTCA51AA [**]
1 OPTera LH Release 1.5 Superset COD NTCA61AE [**]
1 OC-192 OPC Removable Media (122Mb) NTCA53BA [**]
1 OPTera LH Release 1.5 Superset COD NTCA61AE [**]
OPC CABLES (OC-19Z OPC I/O)
9/25 Pin OC-192 OPC Interface to an NTCC90HA [**]
External Modem (65 ft.
25/25 Pin OC-192 OPC Interface to an NTCC80EB [**]
External Modem (65 ft.)
--------------------------------------------------------------------------------
SUBTOTAL
--------------------------------------------------------------------------------
### SOFTWARE CERTIFICATES
OPTera LH Application - Line NTCA62DA [**]
Amp/Pre/Post/Stand Alone Bay
OPTera LH Application - Regen/Mus./ NTCA62DB [**]
Translators
OPTDX Application - 4 Fiber BLSR / NTCA62AD [**]
Linear ADM
OPTDX Feature - Matched Nodes NTCA62FF [**]
--------------------------------------------------------------------------------
SUBTOTAL
--------------------------------------------------------------------------------
### DOCUMENTATION
OC-192 Customer Drawing Package NTCA79MA [**]
OPTera LH Release 1 & 2 CD ROM
(Covers (Releases NTCA64EA [**]
[**] CONFIDENTIAL TREATMENT REQUESTED
Page 2 of 4
<PAGE>
Addendum 1, Exhibit B
Global Purchase Agreement between Savvis Communications Corporation and Nortel
Networks
1.2, 1.5, 2.0)
OPTera Connect DX NTP Rel 1 (CD ROM) NTCA64DA [**]
Advanced Optics Applications, Issue 8 NTCA66AE [**]
----------------------------------------------------------------------------------------------------------
SUBTOTAL
----------------------------------------------------------------------------------------------------------
### ELECTRICAL CABLING
ETHERNET CABLES
Multiple Shelf LAN Cable 20m (66ft) [OC-192 Mt to OC-192 NTC8927 [**]
MI)]
Ethernet cable 20m - OC-192 Mt or OPC to Ethernet LAN NTCC90BA [**]
USER INTERFACE CABLES & ADAPTORS
9/25 Pin User Interface Modem Access Cable 20m (66ft) NTCC8930 [**]
25/25 Pin User Interface Modem Access Cable (1 foot) NTCC90DA [**]
9/25 Pin User Interface Cable (5m) NT7E44EA [**]
25/25 - Pin User Interface Cable (5m) NT7E44FA [**]
MISCELLANEOUS CABLES
Power Feed Jumper Kit 4 #4 AWG Cables NTCA89GE [**]
Anti-Static Wrist Strap (NPS50332-01L3) AO336175 [**]
----------------------------------------------------------------------------------------------------------
SUBTOTAL
----------------------------------------------------------------------------------------------------------
### OPTICAL PATCHCORDS
TUNED PATCHCORDS
SM Optical Patchcord 5m (SC-turned) NT7E46HA [**]
----------------------------------------------------------------------------------------------------------
SUBTOTAL
----------------------------------------------------------------------------------------------------------
Equipment Subtotal Year 1
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
E&I Services
----------------------------------------------------------------------------------------------------------
Preside Network
Management
----------------------------------------------------------------------------------------------------------
SUBTOTAL YEAR 1
----------------------------------------------------------------------------------------------------------
YEAR 2
----------------------------------------------------------------------------------------------------------
#1.0 TRIBUTARY INTERFACES
OC-48 Interfaces
OC-48 Tributary Tx/Rx Short Reach (1310nm, Univ.) NTCA30CK [**]
----------------------------------------------------------------------------------------------------------
SUBTOTAL
----------------------------------------------------------------------------------------------------------
#2.0 OPTICAL CONNECTOR KITS (FOR UNIVERSAL CARDS)
Optical SC Connector Kit (Single Connector) NTCC99AC [**]
----------------------------------------------------------------------------------------------------------
SUBTOTAL
----------------------------------------------------------------------------------------------------------
#3.0 SOFTWARE CERTIFICATES
OPTDX Feature - Rel. 2.0 Software Upgrade NTCA62xx [**]
----------------------------------------------------------------------------------------------------------
SUBTOTAL
----------------------------------------------------------------------------------------------------------
#4.0 DOCUMENTATION
OPTera Connect DX NTP Rel 2 (CD ROM) NTCA64xx [**]
----------------------------------------------------------------------------------------------------------
SUBTOTAL
----------------------------------------------------------------------------------------------------------
#5.0 OPTICAL PATCHCORDS
TUNED PATCHCORDS
SM Optical Patchcord 5m (SC-tuned) NT7E46HA [**]
----------------------------------------------------------------------------------------------------------
SUBTOTAL
----------------------------------------------------------------------------------------------------------
Equipment Subtotal Year 2
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
E&I Services
----------------------------------------------------------------------------------------------------------
Preside Network
Management
----------------------------------------------------------------------------------------------------------
SUBTOTAL YEAR 2
----------------------------------------------------------------------------------------------------------
YEAR 3
----------------------------------------------------------------------------------------------------------
#1.0 BAY & SHELF HARDWARE
7 FT, OPTera Connect DX Bay Assembly with Trib Shelf NTCA91AB [**]
----------------------------------------------------------------------------------------------------------
SUBTOTAL
----------------------------------------------------------------------------------------------------------
#2.0 OC-192 / LH COMMON EQUIPMENT CARDS
OC-192 SWITCH MODULES
HDX140 Switch Module (120 Gb/s) NTCA26CA [**]
----------------------------------------------------------------------------------------------------------
SUBTOTAL
----------------------------------------------------------------------------------------------------------
#3.0 OC-192 TRANSPORT INTERFACES
OC-192 TRANSMIT INTERFACES - TERMINAL D-WDM - UNIVERSAL
CONNECTORS
[**] CONFIDENTIAL TREATMENT REQUESTED
Page 3 of 4
<PAGE>
Addendum 1, Exhibit B
Global Purchase Agreement between Savvis Communications Corporation and Nortel
Networks
OC-192 TR (Univ) 1533.47nm DWDM / SR Rx NTCA06FK [**]
OC-192 TR (Univ) 1535.04nm DWDM / SR Rx NTCA06GK [**]
OC-192 TR (Univ) 1555.75nm DWDM / SR Rx NTCA06XK [**]
OC-192 TR (Univ) 1557.36nm DWDM / SR Rx NTCA06LK [**]
OC-192XR (RETX) OPTICS
OC-192 XR (Univ) 1533.47nm DWDM / SR Rx NTCA04FK [**]
OC-192 XR (Univ) 1535.04nm DWDM / SR Rx NTCA04GK [**]
OC-192 XR (Univ) 1555.75nm DWDM / SR Rx NTCA04XK [**]
OC-192 XR (Univ) 1557.36nm DWDM / SR Rx NTCA04LK [**]
----------------------------------------------------------------------------------------------------------
SUBTOTAL
----------------------------------------------------------------------------------------------------------
#4.0 TRIBUTARY INTERFACES
OC-48 INTERFACES
OC-48 Tributary Tx/Rx Short Reach (1310nm. Univ.) NTCA30CK [**]
----------------------------------------------------------------------------------------------------------
SUBTOTAL
----------------------------------------------------------------------------------------------------------
#5.0 OPTICAL SERVICE CHANNEL (OSC) WDM UNITS
OSC 1550 / 1625 nm Coupler (SC) NTCC13AC [**]
----------------------------------------------------------------------------------------------------------
SUBTOTAL
----------------------------------------------------------------------------------------------------------
#6.0 OPTICAL CONNECTOR KITS (FOR UNIVERSAL CARDS)
Optical SC Connector Kit (Single Connector) NTCC99AC [**]
----------------------------------------------------------------------------------------------------------
SUBTOTAL
----------------------------------------------------------------------------------------------------------
#7.0 DENSE-WDM COUPLER UNITS - MOR PLUS
100GHz 8-WAVELENGTH DWDM COUPLERS
100 GHz 8+2w DWDM Coupler MB / DR w/VOA (SC) NTCA10CC [**]
100GHz 8+2 DWDM Coupler MR / DR w/VOA (SC) NTCA10DC [**]
----------------------------------------------------------------------------------------------------------
SUBTOTAL
----------------------------------------------------------------------------------------------------------
#8.0 SOFTWARE CERTIFICATES
Software upgrade feature NTCA62FJ [**]
OPTDX Feature - Rel 3.0 Software Upgrade NTCA62FJ [**]
----------------------------------------------------------------------------------------------------------
SUBTOTAL
----------------------------------------------------------------------------------------------------------
#9.0 DOCUMENTATION
OPTera LH CD ROM NTCA64EA [**]
OPTera Connect DX NTP Rel 3 (CD ROM) NTCA64DA [**]
----------------------------------------------------------------------------------------------------------
SUBTOTAL
----------------------------------------------------------------------------------------------------------
### OPTICAL PATCHCORDS
TUNED PATCHCORDS
SM Optical Patchcord 5m (SC-tuned) NT7E46HA [**]
----------------------------------------------------------------------------------------------------------
SUBTOTAL
----------------------------------------------------------------------------------------------------------
Equipment Subtotal Year 3
----------------------------------------------------------------------------------------------------------
SUBTOTAL
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
E&I Services
----------------------------------------------------------------------------------------------------------
Preside Network
Management
----------------------------------------------------------------------------------------------------------
SUBTOTAL YEAR 3
----------------------------------------------------------------------------------------------------------
[**] CONFIDENTIAL TREATMENT REQUESTED
Page 4 of 4
<PAGE>
Addendum 1, Exhibit C
Global Purchase Agreement between Savvis Communications Corporation
and Nortel Networks Inc.
Nortel Networks
S/DMS TransportNode Equipment
-----------------------------------------------------------------------------------------------------------------------------------
SPARE PARTS TOTAL PRICE
-----------------------------------------------------------------------------------------------------------------------------------
One Set of Recommended TOTAL GIVEN FOR
Spare Parts 2 SETS OF SPARES
-----------------------------------------------------------------------------------------------------------------------------------
ITEM PRODUCT ITEM UNIT EXTENDED EXTENDED
NO. DESCRIPTION CODE PRICE QTY PRICE QTY PRICE
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
#1.0 OC-192 / LH COMMON EQUIPMENT CARDS
OPTERA LH CONTROL SHELF COMMON EQUIPMENT NTZP23AA [**] 1 [**] 2 [**]
1 Shelf Controller (32M) NTCA41CA [**]
1 Message Transfer NTCA48AA [**]
2 Breaker/Filter Module NTCA40BA [**]
COMMON EQUIPMENT (CONTROL SHELF)
External Synchronization Interface NTCA44AA [**] 1 [**] 2 [**]
Shelf Controller (32M) NTCA41CA [**] 1 [**] 2 [**]
Message Transfer NTCA48AA [**] 1 [**] 2 [**]
Breaker/Filter Module NTCA40BA [**] 1 [**] 2 [**]
OC-192 SWITCH MODULES
HDX65 Switch Module (65 Gb/s) NTCA26AA [**] 1 [**] 2 [**]
1 Maintenance Interface (120Mb) NTCA42XX [**] 1 [**] 2 [**]
1 Maintenance Interface (120Mb) NTCA42BA [**] 1 [**] 2 [**]
-----------------------------------------------------------------------------------------------------------------------------------
SUBTOTAL [**] [**]
-----------------------------------------------------------------------------------------------------------------------------------
#2.0 OC-192 TRANSPORT INTERFACES
OC-192 TRANSMIT INTERFACES - TERMINAL
D-WDM - UNIVERSAL CONNECTORS
OC-192 TR (Univ) 1533.47nm DWDM / SR Rx NTCA06FK [**] 2 [**] 4 [**]
OC-192 TR (Univ) 1535.04nm DWDM / SR Rx NTCA06GK [**] 2 [**] 4 [**]
OC-192 TR (Univ) 1555.75nm DWDM / SR Rx NTCA06XK [**] 2 [**] 4 [**]
OC-192 TR (Univ) 1557.36nm DWDM / SR Rx NTCA06LK [**] 2 [**] 4 [**]
OC-192 XR (RETX) OPTICS
OC-192 XR (Univ) 1533.47nm DWDM / SR Rx NTCA04FK [**] 2 [**] 4 [**]
OC-192 XR (Univ) 1535.04nm DWDM / SR Rx NTCA04GK [**] 2 [**] 4 [**]
OC-192 XR (Univ) 1555.75nm DWDM / SR Rx NTCA04XK [**] 2 [**] 4 [**]
OC-192 XR (Univ) 1557.36nm DWDM / SR Rx NTCA04LK [**] 2 [**] 4 [**]
-----------------------------------------------------------------------------------------------------------------------------------
SUBTOTAL [**] [**]
-----------------------------------------------------------------------------------------------------------------------------------
#3.0 TRIBUTARY INTERFACES
OC-48 INTERFACES
OC-48 Tributary Tx/Rx Short Reach (1310nm, Univ. NTCA30CK [**] 1 [**] 2 [**]
-----------------------------------------------------------------------------------------------------------------------------------
SUBTOTAL [**] [**]
-----------------------------------------------------------------------------------------------------------------------------------
#4.0 DISPERSION COMPENSATION MODULES
DCM'S MOUNTED IN DWDM SHELF
DCM_60 Module Assembly (SC) NTCC14CC [**] 1 [**] 2 [**]
DCM_100 Module Assembly (SC) NTCC14EC [**] 1 [**] 2 [**]
-----------------------------------------------------------------------------------------------------------------------------------
SUBTOTAL [**] [**]
-----------------------------------------------------------------------------------------------------------------------------------
#5.0 MULTI-WAVELENGTH OPTICAL REPEATER (MOR) UNITS
MOR PLUS WITH MID-STAGE ACCESS (MSA)
MOR+ w/MSA PreBlue/PostRed (Univ) w/1510nm OSC NTCA11NK [**] 1 [**] 2 [**]
MOR+ w/MSA PreRed / PostBlue (Univ) w/1510nm OSC NTCA11PK [**] 1 [**] 2 [**]
1625 OPTICAL SERVICE CHANNEL (OSC) UNITS
1625 Optical Service Channel (SC) NTCA11CC [**] 1 [**] 2 [**]
-----------------------------------------------------------------------------------------------------------------------------------
SUBTOTAL [**] [**]
-----------------------------------------------------------------------------------------------------------------------------------
#6.0 OPTICAL SERVICE CHANNEL (OSC) WDM UNITS
OSC 1550 / 1625nm Coupler (SC) NTCC13AC [**] 1 [**] 2 [**]
-----------------------------------------------------------------------------------------------------------------------------------
SUBTOTAL [**] [**]
-----------------------------------------------------------------------------------------------------------------------------------
#7.0 OPTICAL CONNECTOR KITS (FOR UNIVERSAL CARDS)
Optical SC Connector Kit (Single Connector) NTCC99AC [**] 42 [**] 84 [**]
-----------------------------------------------------------------------------------------------------------------------------------
SUBTOTAL [**] [**]
-----------------------------------------------------------------------------------------------------------------------------------
#8.0 100GHZ 8-WAVELENGTH DWDM COUPLERS
100GHz 8+2w DWDM Coupler MB / DR w/VOA (SC) NTCA10CC [**] 1 [**] 2 [**]
100GHz 8+2 DWDM Coupler MR / DB w/VOA (SC) NTCA10DC [**] 1 [**] 2 [**]
100GHZ FIXED 2-WAVELENGTH ADD-DROP MULTIPLEXER
(ADM) COUPLERS
100GHz DWDM, ADM 1533.47 / 1555.75 (SC) NTCA13AC [**] 1 [**] 2 [**]
100GHz DWDM, ADM 1535.04 / 1557.36 (SC) NTCA13BC [**] 1 [**] 2 [**]
-----------------------------------------------------------------------------------------------------------------------------------
SUBTOTAL [**] [**]
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
[**] CONFIDENTIAL TREATMENT REQUESTED
Page 1 0f 1
<PAGE>
NORTEL NETWORKS INC.
GLOBAL PURCHASE AGREEMENT
ADDENDUM NUMBER 2
SUPPLEMENTAL DOCUMENTATION
1. DATA PRODUCTS
The following products are covered by this Supplemental Documentation:
Etherloop, Internet Call Waiting, Voice Button, CVX 1800, SS7 Gateway, Nortel
Networks' Enterprise Solutions Products (Product Price Groups A, B, C, E, and
F), and Shasta Products.
The supplemental terms and conditions provided below take precedence over any
conflicting terms and conditions specified in the articles and/or sections noted
below or elsewhere in the Agreement, as such terms and conditions apply to the
data products identified above (collectively, "Data Products").
Article 3, Section a)
With respect to Orders for Enterprise Solutions Data Products for shipment to
Company locations outside the United States, such Orders shall be placed either
on a Nortel Networks Affiliate or a Nortel Networks value added reseller
("VAR"), as provided in Attachment 1 to this Addendum No. 2 and as may be
specified by Nortel Networks.
Article 4, Section a)
The price for Enterprise Solutions Data Products shall be determined in
accordance with Attachment 1 to this Addendum No. 2.
Notwithstanding anything to the contrary, in all cases where Company utilizes
Financing for purchase of Data Products, Company shall pay all charges for such
Products within ten (10) days after delivery to the carrier at Nortel Networks
Delivery Location.
Article 6, Section a)
With regard to the subject of Software license, the following shall apply:
Where use of a Product requires the download of Software to Company's
Companys, Company shall be responsible for insuring that the Company agrees
to terms no less restrictive than those contained to this Article 6.
Article 8, Section a)
With regard to the subject of acceptance, the following shall apply:
Data Products shall be deemed accepted upon the ship date.
Article 9, Section a)
With regard to the subject of reinstatement of warranty after breach of
warranty, the following shall apply:
The repair or replacement of the defective component, the correction of the
Software or the redoing of any installation
(Remainder of page intentionally left blank)
<PAGE>
Services shall not extend the applicable Warranty Period.
SAVVIS COMMUNICATIONS NORTEL NETWORKS INC.
CORPORATION ("Nortel Networks")
("Company")
By: /s/ Steven M. Gallant By: /s/ Cynthia C. Hemme
----------------------- -------------------------
Name: Steven M. Gallant Name: Cynthia C. Hemme
---------------------- ----------------------
Title: Title: Vice President & Assistant General Counsel
VP - General Counsel Contracts, Service Provider Solutions - Americas
-------------------- ------------------------------------------------
Date: 6/30/00 Date: 6/30/00
-------------------- --------------------
(Remainder of page intentionally left blank)
----------------------
APPROVED AS TO FORM
----------------------
LAW DEPARTMENT
NORTEL NETWORKS INC.
----------------------
2
<PAGE>
ADDENDUM NO. 2
Attachment 1
Global Ordering Procedures and Price
Enterprise Solutions Data Products
1. GLOBAL ORDERING PROCEDURES FOR ENTERPRISE SOLUTIONS DATA PRODUCTS GROUPS A
THROUGH F
A. ORDERS FOR DELIVERY OR PERFORMANCE IN THE U.S. Orders for data Products Group
A, B, C, E and F to be delivered or installed in the U.S. and related
Services to be performed in the U.S. shall be issued by Company to Nortel
Networks.
B. ORDERS FOR DELIVERY OR PERFORMANCE OUTSIDE THE U.S. Orders for data Products
Group A, B, C, E and F to be delivered or installed outside the U.S. and
related Services to be performed outside the U.S. shall be issued by Company
in the country of delivery or performance at its option either to (i) Nortel
Networks under the Global Delivery Service option; or (ii) the VAR identified
as a Nortel Networks "Global Business Partner" for the country of delivery or
performance under the Global Partner Service option. If Company issues the
order to a VAR pursuant to the Global Partner Service option, Company
acknowledges that Nortel Networks shall have the right to assign the rights
and duties under this Agreement necessary to perform such order to such VAR,
including without limitation, acceptance of the order, performance of the
order, invoicing and collection of the price of the order and performance of
warranty Services for Products in the order. Each such Global Partner Service
option order shall continue to be governed by the terms of this Agreement and
all obligations of this Agreement not assigned to the VAR shall remain
obligations of Nortel Networks. To ensure that Company receives the benefit
of the prices and discounts in this Agreement when Company issues an order to
a VAR under the Global Partner Service option, Company shall (a) reference
this Agreement by including the Agreement number on the face of the order.
(b) identify on the face of the order any Special Business Authorization
("SBA") number(s) which may be provided by Nortel Networks, and (c)
simultaneously furnish a copy of the order and certain international ordering
information in a format specified by Nortel Networks to its designated Nortel
Networks account representative.
C. LIMITED DURATION. The ordering processes within Nortel Networks and its
affiliates for data Products Groups A through and F are under review to
permit the ordering of such Products in accordance with the procedures
described in Section 2 of this Attachment 1. When such process review is
completed, Nortel Networks will notify Company and upon such notice the
ordering procedures in Section 2 of this Attachment 1 will also apply to data
Products Groups A through F.
2. PRICING
The pricing for each Enterprise Solutions Data Product shall be as follows:
A. DATA PRODUCTS GROUPS A THROUGH F PRICE LIST. The Price List for data Products
Groups A, B, C, E and F and related Services (data Products Group D) shall be
Nortel Networks' then-current published standard U.S. Price List for such
Products and Services in effect at time of order, as such Price List may be
changed by Nortel Networks from time to time. For purchases for delivery
outside the U.S., the prices in such Price List shall be subject to
adjustment using the applicable band multiplier for the country of
destination specified in Table 1 below. Such adjustment will be made before
the volume discount identified in Section 4 below is applied. Nortel Networks
reserves the right to move a particular country into a different band, or
change the multiplier within a band as a result of changes which may occur in
duties, destination charges and the like. The prices for Bands 2 through 6
countries only, determined using the applicable multiplier in Table 1,
include freight, insurance, import fees, duties and customs clearance
charges, but do not include any applicable in-country taxes (including sales
tax and value added tax) which shall be Company's responsibility. The
Services offered in association with data Products Groups A, B, C, E and F
under the Agreement shall be in accordance with the Services Descriptions in
effect on the date Nortel Networks accepts an order for such Services.
(Remainder of page intentionally left blank)
3
<PAGE>
TABLE 1
COUNTRY PRICE BANDS MATRIX FOR DATA PRODUCTS GROUPS A THROUGH F
--------------------------------------------------------------------------------
BAND
--------------------------------------------------------------------------------
Band 1 [**] United States
--------------------------------------------------------------------------------
Band 2 [**] Canada
--------------------------------------------------------------------------------
Band 3 [**] Australia, Austria, Belgium, Czech Republic, Denmark,
Egypt, Finland, France, Germany, Hong Kong, Hungary,
Ireland, Israel, Italy, Japan, Luxembourg,
Netherlands, New Zealand, Norway, Poland, Portugal,
Russia, Saudi Arabia, Singapore, Slovakia, South
Africa, Spain, Sweden, Switzerland, Thailand, United
Arab Emirates, United Kingdom
--------------------------------------------------------------------------------
Band 4 [**] Argentina, Belize, Bulivia, Chile, Colombia, Costa
Rica, Ecuador, El Salvador, Greece, Guatemala,
Honduras, Indonesia, Kenya, Malaysia, Mexico,
Morocco, Nicaragua, Panama, Paraguay, Peru, South
Korea, Taiwan, Tunisia, Turkey, Uruguay, Venezuela
--------------------------------------------------------------------------------
Band 5 [**] Brazil, People's Republic of China, Phillippines,
Sri Lanka (GPS Only)
--------------------------------------------------------------------------------
Band 6 [**] India
--------------------------------------------------------------------------------
3. DISCOUNTS
The following volume discount schedule applies to purchase of Products and of
Services (for Enterprise Solutions Data Products only) under this Agreement:
PRODUCT GROUP HARDWARE/SOFTWARE DISCOUNT PERCENTAGE(S)
------------- ----------------------------------------
DATA PRODUCTS GROUP A [**]
DATA PRODUCTS GROUP B [**]
DATA PRODUCTS GROUP C [**]
DATA PRODUCTS GROUP D (SERVICES FOR DATA PRODUCTS) [**]
DATA PRODUCTS GROUP E [**]
DATA PRODUCTS GROUP F [**]
4. The parties acknowledge that the purchase orders specified in Exhibit A
attached hereto shall be subject solely to the terms and conditions of this
Agreement. Notwithstanding Section 4 of the Agreement, payment of the
purchase orders listed in Exhibit A hereto shall be made from the financing
closing on or about the Effective Date and Company shall not be subject to
interest payments with respect thereto.
5. Nortel Networks represents and warrants that the Shasta 500 BSN Data Products
have received a regulatory approval as described in Exhibit B attached
hereto. Nortel further represents that it is seeking type approval in
Singapore and Hong Kong and Nortel Networks understands that approval in
such countries is important to Company. In the event type approval is not
received in any of the jurisdictions as set forth in Exhibit B, the parties
agree to negotiate in good faith a mutually acceptable course of action
reasonably designed to address the applicable delay.
(Remainder of page intentionally left blank)
[**] CONFIDENTIAL TREATMENT REQUESTED
4
<PAGE>
Addendum 2, Attachment 1, Exhibit A
Global Purchase Agreement between Savvis Communications Corporation and Nortel
Networks
Purchase order list:
CUSTOMER PO NUMBER SHIPTO CUSTOMER NAME SUM INVOICE NET PRICE
4500000246 BRIDGE INFORMATION SYSTEMS AMERICA [**]
BIA104426 BRIDGE INFORMATION SYSTEMS AMERICA [**]
BIA104427 BRIDGE INFORMATION SYSTEMS AMERICA [**]
BIA104752 BRIDGE INFORMATION SYSTEMS AMERICA [**]
BIA107152 BRIDGE INFORMATION SYSTEMS AMERICA [**]
BRIDGE INFORMATION SYSTEMS AMERICA [**]
21-0001056330 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
4500000109 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
4500000139 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
4500000140 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
4500000284 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
4500000536 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
4500000539 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
4500000561 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
4500000638 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
4500000765 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
BIA105489 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
BIA105632 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
BIA105662 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
BIA105763 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
BIA105765 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
BIA105768 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
BIA105770 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
BIA105892 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
BIA105896 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
BIA105903 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
BIA105936 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
BIA105940 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
BIA105942 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
BIA105943 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
BIA105949 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
BIA105950 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
BIA105951 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
BIA106064 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
BIA106190 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
BIA106191 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
BIA106194 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
BIA106294 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
BIA106657 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
BIA106945 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
BIA107072 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
BIA107235 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
BIA107239 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
BIA107277 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
BIA107278 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
Page 1 of 2
<PAGE>
Addendum 2, Attachment 1, Exhibit A
Global Purchase Agreement between Savvis Communications Corporation and Nortel
Networks
BIA107730 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
BIA107730 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
BIA107735 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
BIA107811 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
BIA107906 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
BIA107944 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
BIA107946 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
BIA108004 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
BIA108023 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
BIA108289 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
BIA108300 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
BIA108362 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
BIA108413 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
SVS700004 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
SVS700016 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
SVS700017 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
SVS700018 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
SVS700019 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
SVS700020 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
SVS700035 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
SVS700039 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
SVS700039 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
SVS700049 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
SVS700049 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
SVS700055 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
SVS700060 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
SVS700067 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
SVS700070 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
SVS700070 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
SVS700076 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
SVS700076 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
SVS700082 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
SVS700083 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
SVS700084 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
SVS700086 BRIDGE INFORMATION SYSTEMS AMERICA, [**]
BRIDGE INFORMATION SYSTEMS AMERICA, [**]
BIA103986 BRIDGE INFORMATION SYSTEMS INC [**]
BIA103989 BRIDGE INFORMATION SYSTEMS INC [**]
M19670 BRIDGE INORMATION SYSTEMS [**]
4500000273 Video Equipment [**]
4500000171 CVX [**]
SVS700097 Shasta Equipemtn [**]
PO# to Sprint??? CVX Hardware [**]
PO# 1972 to Juniper Juniper [**]
PO# 1974 to Juniper Juniper [**]
PO# 1972-A to Juniper Juniper [**]
Pending Maintenance PO Annual Maintenance for Nortel ES products [**]
[**]
<FN>
[**] CONFIDENTIAL TREATMENT REQUESTED
</FN>
Page 2 of 2
<PAGE>
Addendum 2, Attachment 1, Exhibit B
Global Purchase Agreement between Savvis Communications Corporation and Nortel
Networks
Shasta 5000 BSN regulatory approval for shipment and utilization for the
following countries as described below:
NORTH AMERICA
-------------
Canada (all locations)
USA (all locations)
EUROPE
------
The Shasta 5000 BSN can be shipped and used in any country that accepts the CE
regulatory approval. Namely the following countries accept the CE mark as the
required regulatory approval for product entry and utilization. Some of these
countries include Belgium, Denmark, France, Germany, Italy, Sweden, Switzerland,
and the Netherlands.
ASIA
----
Since Asia does not have an encompassing regulatory approval process and each
country requires its own approval process, the following countries have
regulatory approval for the Shasta 5000 BSN: Australia, Japan.
Nortel Networks is in the process of obtaining regulatory approval for Singapore
and Hong Kong. Until the Shasta 5000 BSN is approved in these countries, Nortel
Networks can only ship these units to Savvis Communications as evaluation units.
Nortel Networks expects to obtain regulatory approval for these locations by
year end 2000.
SOUTH AMERICA:
--------------
Approved:
Brazil
Peru
Venequela
Columbia
Argentina approval is expected 3rd quarter 2000
Mexico approval is expected 3rd quarter 2000
Page 1 of 1