Services Agreement - SAVVIS Communications Corp. and WCA Management Corp.
SAVVIS COMMUNICATIONS CORPORATION
12851 WORLDGATE DRIVE
HERNDON, VA 20170
March 6, 2002
WCA Management Corporation
320 Park Avenue, Suite 2500
New York, New York 10022
Ladies and Gentlemen:
This letter confirms our understanding that Savvis
Communications Corporation, a Delaware corporation, on behalf of itself and its
subsidiaries and affiliates (collectively, the "COMPANY") has received strategic
and financial advisory services from you in connection with its restructuring on
the terms and conditions set forth in the Securities Purchase Agreement, dated
as of the date hereof (the "PURCHASE Agreement").
In consideration for the aforementioned services provided by
you, the Company agrees to pay you a one-time aggregate fee equal to $1,100,000
(the "FEE"), payable on or before the six-month anniversary of the Closing Date
(as defined in the Purchase Agreement) by wire transfer of immediately available
funds to an account designated by you. The Company further agrees to reimburse
you on the date hereof for all of the reasonable out-of-pocket expenses incurred
by you or your affiliates (including, without limitation, the fees and
disbursements of counsel and other expenses incurred in carrying out your due
diligence investigation) in connection with Purchase Agreement and the other
agreements entered into by the Company and referred to therein. The Company also
agrees to reimburse you promptly upon request from time to time for all
additional reasonable out-of-pocket expenses incurred by you or your affiliates
in connection with any services to be rendered by you after the date hereof.
This letter shall continue from the date hereof through the
date on which the Fee is paid in full to you. This letter will constitute the
entire agreement between the parties hereto with respect to the subject matters
referred to herein and will not be amended except in writing by the Company and
you. The terms and conditions of this letter agreement will inure to the benefit
of and be binding upon the respective successors of the parties hereto.
Notwithstanding the foregoing, the Company may, by written notice delivered to
you, designate one or more affiliates of the Company to assume all or a portion
of the Company's payment obligations hereunder; provided, that such designation
shall not relieve the Company of any of its obligations hereunder. This
agreement will be governed by, and construed in accordance with, the laws of the
State of New York without regard to the conflict of laws rules of such state.
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If the foregoing accurately describes our agreement with
respect to the foregoing, please so indicate by signing this letter in the space
indicated below.
Very truly yours,
SAVVIS COMMUNICATIONS CORPORATION
By /s/ David J. Frear
Name: David J. Frear
Title: EVP and CFO
ACCEPTED AND AGREED:
WCA MANAGEMENT CORPORATION
By /s/ Jonathan Rather
Name: Jonathan Rather
Title: Treasurer