Bandwidth / Capacity Agreement - Global Crossing Bandwidth Inc. and Limelight Networks LLC
BANDWIDTH / CAPACITY AGREEMENT
BETWEEN
GLOBAL CROSSING BANDWIDTH, INC.
AND
LIMELIGHT NETWORKS, LLC
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
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TABLE OF CONTENTS
SECTION
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Definitions
1. Services; Circuit/Port Term and Renewal; Circuit/Port Availability Date
2. Term of the Agreement
3. Billing and Payment; Minimum Commitments; Status and Responsibility for
Telecommunications Costs
4. Billing Disputes
5. Termination Rights
6. Taxes and Assessments
7. Warranties and Limitation Of Liability; Credits for Qualifying Outages
8. Indemnification
9. Relationship and Representation
10. Force Majeure
11. Waivers
12. Assignment
13. Confidentiality; Use of Intellectual Property
14. Integration
15. Construction
16. Governing Law
17. Notices
18. Compliance with Laws; Provision of Reasonable Assurance of Compliance
19. Third Parties
20. Survival of Provisions
21. Unenforceable Provisions
22. Cumulative Rights and Remedies
23. Amendments
24. Non-Solicitation
25. Authority
EXHIBITS
--------
Exhibit A Schedule of Ancillary Fees
Exhibit B Colocation Service Schedule
Exhibit B(a) Colocation Schedule #1
Exhibit C IP Transit Service Schedule
Exhibit C(a) IP Transit Service
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
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BANDWIDTH / CAPACITY AGREEMENT
This Bandwidth / Capacity Agreement ("AGREEMENT") is entered into between the
provider of Service(s), Global Crossing Bandwidth, Inc. on behalf of itself and
any of its affiliates that may provide a portion of the services hereunder
("GLOBAL CROSSING"), a California corporation located at 90 Castilian Drive,
Goleta, CA 93117 and Limelight Networks, LLC ("LIMELIGHT" or "PURCHASER"), an
Arizona limited liability company with its principal place of business located
at 8936 N. Central Avenue, in Phoenix, AZ 85020 (hereinafter, Global Crossing
and LimeLight may be referred to in the aggregate as "PARTIES", and each
singularly as a "PARTY".)
PURPOSE
LimeLight desires to purchase certain telecommunications transport services,
including dedicated circuit and or/port capacity from Global Crossing, for the
transport of LimeLight's telecommunications or other traffic. For valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties hereto agree as follows.
DEFINITIONS (not otherwise defined in the body of this Agreement or an
attachment).
A. "AFFILIATE" means any entity directly or indirectly controlling,
controlled by or under common control with a Party.
B. "BILLING CYCLE" is the Global Crossing billing cycle to which
LimeLight's account hereunder is assigned by Global Crossing (a full
billing cycle approximates 30 days).
C. "BUSINESS DAY" is Monday through Friday, 8:00 am to 5:00 PM EST,
excluding nationally recognized holidays. Unless otherwise stated,
"DAYS" refers to calendar days.
D. "DELINQUENT" (whether capitalized or not) means any invoiced amounts
not properly disputed under Section 4 of this Agreement and
remaining unpaid on the due date of the invoice, or invoiced and
unpaid amounts after any point at which the disputed claim is not
resolved in Purchaser's favor.
E. "Telecommunications" shall have the meaning assigned to it in the
Telecommunications Act of 1996.
1. SERVICES; CIRCUIT/PORT TERM AND RENEWAL; CIRCUIT/PORT AVAILABILITY DATE:
1.1 SERVICES: LimeLight seeks certain services, as defined herein, and
Global Crossing shall, in accordance with the terms of this
Agreement, provide LimeLight with DS-1, DS-3, OC-3, OC-12, OC-48,
Fast Ethernet, and Gigabit Ethernet circuit and port capacity and
other applicable services as the same may be ordered by LimeLight,
and as the order is accepted by Global Crossing hereunder from time
to time. All such circuit and/or port capacity and related services
are collectively referred to as the "SERVICES" Notwithstanding any
other provision of this Agreement, Global Crossing shall not be
required to provide to Purchaser any Service which would require
that Purchaser be a carrier in the event that Purchaser is not a
carrier, and does not elect to be certified as one.
1.2 SERVICE RENEWAL: Unless one Party provides the other with at least
ninety (90) days prior written notice of its intent not to renew a
Service after the Service's minimum commitment period expires, then,
unless the Parties agree otherwise in writing, a Service shall
automatically renew for an additional [ * ] period. The foregoing
notice and renewal process shall also apply for each additional
renewal period.
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
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1.3 DELIVERY OF A SERVICE: Upon receipt of a complete and accurate
service order for a Service, Global Crossing shall notify LimeLight
of its target date for the delivery of such Service (the "ESTIMATED
AVAILABILITY DATE"). Any Estimated Availability Date given by Global
Crossing to LimeLight shall be subject to Global Crossing's
then-current standard (or in an appropriate case, expedited)
interval guidelines. Global Crossing shall use reasonable efforts to
install each Service on or before the Estimated Availability Date,
but the inability of Global Crossing to deliver a Service by such
date, or within the interval guidelines, shall not be deemed a
breach of this Agreement by Global Crossing. If Global Crossing
fails to make any Service available within ninety (90) days after a
mutually agreed upon due date established after acceptance by Global
Crossing of the service order with respect to such Service (or such
greater time as is set forth in the interval guidelines),
LimeLight's sole remedy for later delivery shall be to cancel the
service order which pertains to such circuit and/or port upon ten
(10) days prior written notice to Global Crossing.
1.4 INTERCONNECTION WITH PURCHASER: At each end of the city pairs on
which LimeLight orders Services, Global Crossing shall provide
appropriate equipment in its POP locations identified on the lists
accompanying the applicable service schedules attached to this
Agreement, and necessary to connect the Services to LimeLight's
Interconnection Facilities. The POPs will vary depending on the
Services provided. Reference to POPs in this Agreement shall refer
only to those POPs available from Global Crossing for the relevant
Services. If LimeLight desires to install its own equipment in one
or more POPs, and Global Crossing, in its sole discretion, agrees to
such installation, the Parties shall execute a collocation agreement
acceptable to both Parties. The form of collocation agreement will
depend upon whether LimeLight is or is not a carrier. LimeLight
agrees that its Interconnection Facilities shall connect to the
Services provided by Global Crossing hereunder at the network
interface points located in the Global Crossing POPs. As used
herein, the term "INTERCONNECTION FACILITIES" shall mean
transmission capacity provided by LimeLight or its third party
supplier to extend the circuits or other Services provided by Global
Crossing from a POP to any other location (e.g., a local access
telephone service provided by a local telephone company). Global
Crossing will treat as telecommunications any transmission which it
determines, in its sole discretion, requires such treatment;
provided however that Global Crossing shall first advise Purchaser
of such fact and provide an opportunity for Purchaser to respond.
1.5 LOCAL INTERCONNECTION: For appropriate Services, including OC-N,
DS-3 and lesser capacity circuits, Global Crossing shall use
reasonable efforts to order local interconnection Facilities on
behalf of LimeLight from LimeLight's designated supplier, or if
LimeLight permits, a supplier selected by Global Crossing, with
LimeLight remaining the customer of record for such facilities.
LimeLight shall furnish Global Crossing with an acceptable letter of
agency. LimeLight shall be billed directly by the supplier of such
Interconnection Facilities, and shall defend and indemnify Global
Crossing from any loss or liability incurred by Global Crossing as a
result of Global Crossing's ordering Interconnection Facilities from
any third party on LimeLight's behalf, including indemnifying Global
Crossing with respect to all Telecommunications Costs, as
hereinafter defined. LimeLight may, at its election, but subject to
Global Crossing's prior written approval, order its own
Interconnection Facilities. If any party other than Global Crossing
provides Interconnection Facilities, then unavailability,
incompatibility, delay in installation, or other impairment of
Interconnection Facilities shall not excuse LimeLight's obligation
to pay Global Crossing all rates or charges applicable to the
circuits or ports, whether or not they are useable by LimeLight.
1.6 JURISDICTIONAL AND OTHER TRAFFIC INFORMATION: Global Crossing may
require periodic estimates of the traffic mix of Purchaser, and the
status of such traffic as interstate or other, whether or not such
traffic constitutes telecommunications.
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
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2. TERM OF THE AGREEMENT:
2.1 INITIAL TERM This Agreement is binding on the Parties upon the date
of execution by Global Crossing (after signature by Purchaser) (the
"EFFECTIVE DATE") and, subject to the termination provisions of this
Agreement, shall continue in effect for a period of [ * ] (the
"Initial Term"). If a circuit or port remains installed beyond the
Initial Term, then this Agreement shall remain in effect as long as
such Service remains installed hereunder.
2.2 AGREEMENT AUTOMATIC RENEWAL: This Agreement renews automatically for
successive [ * ] periods at the expiration of the Initial Term,
unless cancelled in accordance with the termination provisions of
this Agreement. The Initial Term and any renewal term shall
constitute a "Term".
2.3 AGREEMENT CANCELLATION: Either Party may terminate this Agreement
upon expiration of a Term upon written notice given not less than
ninety (90) days prior to the expiration of the then-current Term.
2.4 NON-CANCELLATION OF CERTAIN SERVICES: Cancellation of the Agreement
terminates Purchaser's right to obtain new Services from Global
Crossing. The Parties acknowledge and agree that, except with
respect to termination of this Agreement for a Party's uncured
breach, termination of this Agreement shall not terminate certain of
the Services with a Term set out in the applicable Exhibits, and in
any event shall not relieve Purchaser from the obligation to pay for
all Services used.
3. BILLING AND PAYMENT; MINIMUM COMMITMENTS; STATUS AND RESPONSIBILITY FOR
TELECOMMUNICATIONS COSTS
3.1 PURCHASER OBLIGATIONS TO PAY; PURCHASER'S STATUS: LimeLight shall
pay Global Crossing for the Services at the rates and charges set
out in an Exhibit to this Agreement, or as the Parties may otherwise
agree in writing. LimeLight is also liable for applicable taxes and
governmental assessments with respect to its use of the Services. If
LimeLight is required to provide security hereunder, then Global
Crossing is not obligated to accept orders, or provide or continue
to provide any Services , until the required security is received by
Global Crossing. If LimeLight is an existing customer of Global
Crossing, the rates and charges set forth herein shall be effective
with LimeLight's first full Billing Cycle following the later of the
Effective Date of this Agreement or the date Global Crossing
receives any security required hereunder. Billing for a Service
shall commence upon the earlier to occur of (i) 30 days following
the date Global Crossing notifies LimeLight, in writing or via
electronic transmission, that the ordered circuit or port (or other
Service) is available from Global Crossing (regardless of whether or
not LimeLight's Interconnection Facilities are installed and
operational), or (ii) the date the ordered circuit capacity or port
(or other Service) is first utilized by LimeLight (the "SERVICE
DATE").
In the event that Purchaser is determined to be subject to the
requirements for the payment of any access charge, fee, assessment,
payphone or other surcharge, excise or other tax, funding
contribution (including any contribution for or in support of
universal service, however characterized) by any governmental entity
with jurisdiction (in any such case "Telecommunications Cost(s)", or
elects to accept or accede to such requirement(s), then Purchaser
shall immediately and without delay notify Global Crossing of such
event and thereafter, if Purchaser has not elected to terminate the
provision of its services in such jurisdiction in whole or in part,
then Purchaser shall become responsible for all such
Telecommunications Costs.
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
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In the event that Purchaser is deemed an "end user", Global Crossing
may, at its election, immediately assign this Agreement to one or
more of its affiliates that primarily serve end users, collecting
such Telecommunications Costs as their agent, and Purchaser shall
execute or allow Global Crossing as its agent to execute such
changes in presubscribed interexchange carrier authorization as is
required to achieve such end.
3.2 SECURITY: LimeLight shall not initially be required to provide
security to Global Crossing under a [ * ] day payment term (Section
3.7 hereunder).
3.3 SECURITY OPTIONS: LimeLight shall have a one time option, during the
first [ * ] following the Start of Service Date of this Agreement,
upon [ * ] days prior written notice to Global Crossing to modify
its payment Due Date (Section 3.7 hereunder) to one of the following
options:
OPTIONS DUE DATE REQUIRED SECURITY
------- -------- -----------------
Option 1 [ * ] Security deposit equaling [ * ] of
LimeLight's prior month's Invoice total, or
Option 2 [ * ] Security deposit equaling [ * ] of
LimeLight's prior month's Invoice total
Any written notice to Global Crossing from LimeLight requesting such
modification shall be accepted at Global Crossing's sole discretion,
and only with Global Crossing's written approval, which approval
shall not be unreasonably withheld. Then, upon Global Crossing's
receipt of the required security LimeLight's Due Date shall be
adjusted appropriately via amendment format with LimeLight's new Due
Date commencing in LimeLight's next full Billing Cycle following
execution of the amendment by Global Crossing. Provided LimeLight
maintains good payment history with Global Crossing, then, in the
event LimeLight exceeds its Monthly Credit Limit, Global Crossing
may, at any time, require additional security of its choice from
LimeLight in an amount equal to [ * ] of LimeLight's usage above the
Monthly Credit Limit as a condition to continuing to provide Service
to LimeLight. Should LimeLight's payment history be less than
desirable in Global Crossing's sole judgment, then Global Crossing
may require additional security if LimeLight's charges for the
Services are projected to exceed its Monthly Credit Limit (based on
Global Crossing's measurement of LimeLight's daily usage run rate)
or does exceed it Monthly Credit Limit, in an amount that equals
LimeLight's prior month's Invoiced amount, as a condition to
continuing to provide Service to LimeLight. Any additional security
provided by LimeLight to Global Crossing in compliance with the
above listed requirements shall be provided within [ * ] of
LimeLight's receipt of Invoice (if the security is to be other than
a letter of credit and within [ * ] if the security is to be a
letter of credit).
Security shall be provided in the form of either: 1) a cash deposit,
or 2) an irrevocable, stand-by letter of credit (LOC) from a
financial institution and in a format acceptable to Global Crossing.
Cash deposits shall bear interest at the rate for telephone security
deposits set by the Public Utility/Public Service Commission in the
state where LimeLight is headquartered.
3.4 SECURITY REVIEW: Global Crossing agrees, in good faith and at its
sole discretion, to review LimeLight's financial statements and
payment history following [ * ] Billing Cycle's to determine if
LimeLight may require any adjustment to its current security status.
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
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3.5 PURCHASER CREDIT LIMIT: LimeLight's initial monthly credit limit
hereunder shall be [ * ], (the "Monthly Credit Limit"). In the event
LimeLight is delinquent in payment of an Invoice, or (ii)
LimeLight's overall financial condition changes adversely during the
term hereof (in Global Crossing's reasonable business judgment), and
Global Crossing does not have security from LimeLight in an amount
equal to LimeLight's highest Invoice over the prior six month period
(or such lesser period if this Agreement has not been in effect for
six months), Global Crossing may require security of its choice from
LimeLight at [ * ] such amount. Any such security shall be provided
by LimeLight to Global Crossing within [ * ] if the security is to
be other than a letter of credit or within [ * ] if the security is
to be a letter of credit from LimeLight receipt of Global Crossing's
written request for additional security.
3.6 INVOICING: Global Crossing agrees to use commercially reasonable
efforts to invoice LimeLight via facsimile on or about the fifth
Business Day after the close of each Billing Cycle for the Services
and for any other sums due Global Crossing ("INVOICE").
3.7 PAYMENT DUE DATE: Each Invoice shall be paid by LimeLight, via wire
transfer in immediately available U.S. funds, so that the full
payment is received by Global Crossing no later than [ * ] from the
date of the Invoice (the "DUE DATE"). Time is of the essence with
respect to payments under this Agreement. The Parties agree that (i)
the Invoice date will be the same day the Invoice is faxed to
LimeLight, and (ii) the Invoice will be faxed on a Business Day,
followed by a confirmation copy sent by first class U.S. mail. Any
Invoice not properly disputed under Section 4 hereof and not paid by
the Due Date shall bear late payment fees at the rate of 1-1/2% per
month (or such lower amount as maybe required by law) until paid.
Payments shall be made as follows:
Wire Transfer Instructions (subject to change by Global Crossing)
Firstar Bank, N.A.
425 Walnut Street
Cincinnati, OH 45201
[ * ]
For Credit to: Global Crossing Bandwidth, Inc.
[ * ]
Special Instructions: For further credit to
-------------------------
LimeLight's Account Number
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
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3.8 PURCHASER'S CONTACT FACSIMILE NUMBER: The LimeLight facsimile number
and contact for purposes of this Section 3. are 602-850-5001,
Attention: Accounts Payable. LimeLight may change the facsimile
number and contact upon written notice to Global Crossing.
3.9 MONTHLY RECURRING CHARGES: Monthly recurring charges ("MRC") shall
be invoiced by Global Crossing on a monthly basis in advance and
non-recurring charges shall be invoiced in arrears. If the Service
Date for any circuit or port (or other Service) falls on other than
the first day of any Billing Cycle, the initial charge to LimeLight
shall consist of: (i) the pro-rata portion of the applicable monthly
charge covering the period from the Service Date to the first day of
the subsequent Billing Cycle, and (ii) the monthly charge for the
following Billing Cycle.
3.10 CIRCUMSTANCES FOR RATE CHANGE AND PURCHASER OPTION: The pricing in
this Agreement and any attached Exhibits applies only to the
Services provided between or connected to the "on-net" nodes set out
in the relevant Exhibit for Service. If Global Crossing's cost in
providing the Services is increased due to circumstances beyond its
reasonable control, or Global Crossing elects to pass through any
governmental or regulatory assessments related to its provision of
the Services, then Global Crossing may revise the rates and charges
in this Agreement and any attached Exhibits upon [ * ] days written
notice to LimeLight. LimeLight may cancel any Services subject to a
rate/charge increase (other than increases resulting from
governmental or regulatory assessments) upon written notice to
Global Crossing given no later than [ * ] after LimeLight's receipt
of the increase notice.
3.11 MINIMUM CIRCUIT AND PORT TERMS AND CHARGES: LimeLight shall be
liable for the applicable minimum circuit and/or port terms and
minimum circuit and/or port commitment charges set out in the
Exhibits.
3.12 PURCHASER OBLIGATIONS REGARDING OTHER CHARGES AND COSTS: LimeLight
agrees to pay Global Crossing for any costs incurred by Global
Crossing, including without limitation, direct internal costs and
any local service provider contract termination charges, with
respect to ordered circuits, local loops or other Services canceled
prior to installation or the completion of any term commitment made
by LimeLight under this Agreement for such circuit, local loop or
Services. Further, LimeLight may be liable for additional early
termination or cancellation charges as set out in the Ancillary Fee
Schedule. LimeLight agrees to pay to Global Crossing any and all
local exchange carrier ("LEC") assessed charges (other than access
charges otherwise included within the pricing in this Agreement),
and all third party and governmental and regulatory charges or
assessments levied upon Global Crossing as a result of Services
provided to LimeLight, such as but not limited to:
A. Reasonable direct administrative costs incurred for
implementation of ordering, network routing, billing,
provisioning or other support services outside of Global
Crossing's normal procedures and support services; and
B. Any applicable ancillary fees and charges set out in the
attached Exhibit A, as the same may be modified from time to
time by Global Crossing upon written notice to LimeLight.
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
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3.13 MINIMUM PERIODIC CHARGE: Beginning in LimeLight's first (1st.)
Billing Cycle hereunder, LimeLight shall be liable for the following
minimum charge(s) per Billing Cycle for all of the Services (the
"MINIMUM CHARGE").
BILLING CYCLE MINIMUM CHARGE
------------- --------------
First Billing Cycle [ * ]
Second Billing Cycle [ * ]
Third Billing Cycle [ * ]
Fourth Billing Cycle [ * ]
Fifth Billing Cycle [ * ]
Sixth Billing Cycle [ * ]
Seventh Billing Cycle [ * ]
Eighth Billing Cycle [ * ]
Ninth Billing Cycle [ * ]
Tenth Billing Cycle [ * ]
Eleventh Billing Cycle [ * ]
Twelfth Billing Cycle [ * ]
Thirteenth Billing Cycle and each Billing Cycle thereafter [ * ]
If LimeLight's net charges (after any available discounts hereunder)
for the Services during a Billing Cycle are less than the Minimum
Charge, LimeLight shall pay the shortfall. Governmental assessments
and surcharges, non-recurring charges, local loop and third party
and regulatory pass-through charges are not included when
calculating the Minimum Charge.
3.14 EARLY TERMINATION CHARGES FOR SERVICE CANCELLATION: If a Service is
canceled prior to expiration of its minimum term commitment, except
if canceled by LimeLight under Sections 3.10 and/or 5.2 hereof, or
this Agreement is terminated for Global Crossing's uncured breach as
defined in 5.4, LimeLight shall be liable for, and shall pay to
Global Crossing upon demand, an early termination fee in an amount
equal to the applicable monthly per circuit and per port minimum
charge times the number of months remaining on the unexpired term
commitment (whether the initial or a renewal term) for the circuit /
port.
3.15 PAYMENT NOT A PENALTY: LimeLight agrees that any minimum charge
shortfall and any early termination fees for which it may be liable
under this Agreement are based on agreed upon minimum commitments on
its part and corresponding rate concessions on Global Crossing's
part, and are not penalties or consequential or other damages under
Section 7. 3 hereof.
3.16 SINGLE RELATIONSHIP: LimeLight agrees that any material breach of
any other agreement it may have with Global Crossing or a Global
Crossing Affiliate shall be deemed a material breach of this
Agreement. "AFFILIATE" means any entity directly or indirectly
controlling, controlled by or under common control with Global
Crossing.
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
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4. BILLING DISPUTES:
LimeLight shall have the affirmative obligation of providing written
notice to Global Crossing of any dispute with an Invoice no later than [ *
] Days after the Invoice date. LimeLight must provide in its written
notification sufficient detail regarding the dispute, including without
limitation, Invoice number, Billing Cycle, dispute period, amount in
dispute, product, reason for dispute, and supporting documentation and
must be filed on the Global Crossing billing dispute form and pursuant to
the Global Crossing billing dispute procedures in effect at the time the
dispute is filed. LimeLight may withhold payment only on amounts so
disputed within 30 Business Day after the Invoice date. Global Crossing
will use reasonable efforts to resolve and communicate its resolution of
any dispute filed in accordance with the requirements of this Section 4
within [ * ] Days of its receipt of the dispute notice. If the dispute is
resolved in Global Crossing's favor, any amounts to be paid by LimeLight
shall be immediately due and payable and shall be subject to the late
payment charges under Section 3.5 hereof retroactive to the Due Date of
the disputed Invoice. If LimeLight does not report a dispute with respect
to an Invoice within the said [ * ] Day period, LimeLight is deemed to
have waived its dispute rights for the Invoice and to have agreed to pay
the same. Notwithstanding anything herein to the contrary, LimeLight shall
not withhold any disputed amounts while its Global Crossing account is
delinquent, and claims of fraudulent usage shall not constitute a valid
basis for a dispute.
5. TERMINATION RIGHTS:
5.1 FAILING/FAILED BUSINESS: Either Party may terminate this Agreement
upon the other Party's insolvency, inability to pay its debts as
they come due, dissolution or cessation of business operations.
5.2 REVIEW ON CERTAIN REGULATORY CHANGES: If the FCC, a state PSC or a
court of competent jurisdiction issues a rule, regulation, law or
order ("Order") which has the effect of canceling, changing, or
superseding the status of Purchaser, and which would require
Purchaser to incur any Telecommunications Costs, then the Parties
shall immediately confer to address the need to modify this
Agreement to accommodate such Order, and in the event that the
parties do not agree on the future status of the Services in light
of the Order, then this Agreement shall be deemed modified in such a
way as to place upon Purchaser all obligations with respect to PSC
or other payments, obligations or filings. If Purchaser does not
agree to undertake responsibility for such obligations, and such
obligations do not materially and adversely impact the rates and
charges provided to Purchaser under this Agreement, then Global
Crossing may terminate this Agreement, including collection of the
sums identified in Section 5.5. If Purchaser does not agree to
undertake responsibility for such obligations, and such obligations
do materially and adversely impact the rates and charges provided to
Purchaser under this Agreement, then either Party may terminate this
Agreement without liability upon thirty days written notice to the
other Party.
5.3 NONPAYMENT: Global Crossing may, upon [ * ] written notice,
immediately terminate this Agreement for (i) LimeLight's failure to
pay any delinquent invoice, or (ii) to pay any security or
additional security within the time-frame required under this
Agreement.
5.4 UNCURED BREACH: In the event of a breach of any material term or
condition of this Agreement by a Party (other than a failure to pay
or provide security which is covered under Section 5.3 hereof), the
other Party may terminate this Agreement upon [ * ] written notice,
unless the breaching Party cures the breach during the [ * ] period.
A breach that cannot be reasonably cured within a [ * ] period may
be addressed by a written waiver of this paragraph signed by the
Parties.
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
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5.5 EARLY TERMINATION CHARGE FOR AGREEMENT TERMINATION: If this
Agreement is terminated prior to expiration of any Service's term
commitment, including any circuit or port, except if terminated by
LimeLight under Section 5.4 hereof for an uncured breach by Global
Crossing, Section 5.2 hereof for change in regulatory status of
Purchaser which materially and adversely impacts the rates and
charges provided to Purchaser, then LimeLight shall pay to Global
Crossing upon demand an early termination fee in an amount equal to
the [ * ] of each existing Service's monthly minimum commitment,
times the number of months remaining on each Service's minimum
commitment period. The parties agree that such amount would be a
reasonable approximation of the amount due to Global Crossing, and
that such amount constitutes liquidated damages and not a penalty.
If the Agreement is terminated prior to Purchaser meeting any
purchase requirement of this Agreement, then LimeLight shall pay to
Global Crossing upon demand an early termination fee in an amount
equal to [ * ] that would have been paid to Global Crossing had the
Agreement remained in effect through the end of the then-current
Term.
6. TAXES AND ASSESSMENTS:
LimeLight is responsible for the collection and remittance of all
governmental assessments, surcharges and fees pertaining to its resale of
the Services (other than taxes on Global Crossing's net income)
(collectively, "TAXES"). LimeLight shall provide Global Crossing with, and
maintain, valid and properly executed certificate(s) of exemption for the
Taxes, as applicable.
7. WARRANTIES AND LIMITATION OF LIABILITY: CREDITS FOR QUALIFYING OUTAGES:
7.1 WARRANTY LIMITATION: The Services that are dedicated circuits shall
be provided by Global Crossing in accordance with the applicable
technical standards established for dedicated circuit capacity by
the telecommunications industry for a digital fiber optic network.
GLOBAL CROSSING MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, WITH
RESPECT TO TRANSMISSION, EQUIPMENT OR SERVICE PROVIDED HEREUNDER,
AND EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS
FOR ANY PARTICULAR PURPOSE OR FUNCTION. PURCHASER'S SOLE REMEDY IN
THE EVENT OF ANY BREACH OF ANY PROMISE, REPRESENTATION OR WARRANTY
UNDER THIS AGREEMENT SHALL BE THE [ * ] SET OUT IN THIS AGREEMENT OR
IN ANY GOVERNING TARIFF THAT IS APPLICABLE TO THE SERVICE, WHICH
SHALL NOT IN ANY CASE EXCEED THE AMOUNTS [ * ] IN WHICH PURCHASER
MAY MAKE A CLAIM.
7.2 NO INCIDENTAL OR CONSEQUENTIAL DAMAGES: In no event shall either
Party be liable to the other Party for incidental and consequential
damages, loss of goodwill, anticipated profit, or other claims for
indirect damages in any manner related to this Agreement or the
Services.
8. INDEMNIFICATION: Each Party shall defend and indemnify the other Party and
its directors, officers, employees, representatives and agents from any
and all claims, taxes, penalties, interest, expenses, damages, lawsuits or
other liabilities (including without limitation, reasonable attorney fees
and court costs) relating to or arising out of (i) acts or omissions in
the operation of its business, and (ii) its breach of this Agreement;
provided, however, Global Crossing shall not be liable and shall not be
obligated to indemnify LimeLight, and LimeLight shall defend and indemnify
Global Crossing hereunder, for any claims by any third party, including
LimeLight's customers, with respect to services provided by LimeLight
which may incorporate any of the Services.
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
11
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Purchaser unconditionally agrees that it will indemnify and hold harmless
Global Crossing with respect to any and all Telecommunications Costs that
Global Crossing may be required to incur, pay, credit, return or setoff as
a result of any actions or inactions of Purchaser, including Purchaser's
failure to establish a status that reflects its position under law.
Purchaser also agrees unconditionally that it will indemnify and hold
harmless Global Crossing with respect to any and all content with which it
may become involved in the provision of its services, including any
content of third parties, to the extent that its offerings may have
statutory or other obligations that apply to Purchaser's involvement in
any way with content.
9. RELATIONSHIP AND REPRESENTATION: The Parties acknowledge and agree that
the relationship between them is solely that of independent contractors.
Neither Party, nor their respective employees, agents or representatives,
has any right, power or authority to act or create any obligation, express
or implied, on behalf of the other Party.
10. FORCE MAJEURE: Other than with respect to failure to make payments due
hereunder, neither Party shall be liable under this Agreement for delays,
failures to perform, damages, losses or destruction, or malfunction of any
equipment, or any consequence thereof, caused or occasioned by, or due to
fire, earthquake, flood, water, the elements, labor disputes or shortages,
utility curtailments, power failures, explosions, civil disturbances,
governmental actions, shortages of equipment or supplies, unavailability
of transportation, acts or omissions of third parties (including fiber
cuts caused by third parties except as it pertains to any specified
Service Level Agreement(s) within this Agreement including any Exhibits or
Attachments), or any other cause beyond its reasonable control.
11. WAIVERS: No waiver of any term or condition of this Agreement shall be
enforceable unless it is in writing and signed by the Party against whom
it is sought to be charged. No failure or delay by either Party in
exercising any right, power or remedy will operate as a waiver of any such
right, power or remedy, unless otherwise provided herein. The waiver by
either Party of any of the covenants, conditions or agreements to be
performed by the other or any breach thereof shall not operate or be
construed as a waiver of any subsequent breach of any such covenant,
condition or agreement.
12. ASSIGNMENT: Neither Party may assign or transfer its rights or obligations
under this Agreement without the other Party's written consent, which
consent may not be unreasonably delayed withheld. Notwithstanding the
foregoing, Global Crossing may assign this Agreement to its affiliates or
successor-in-interest without LimeLight's consent and LimeLight may, with
written notice, assign this Agreement to its affiliates or
successor-in-interest without Global Crossing's consent (provided the
assignee's financial condition and credit rating is comparable to or
better than that of LimeLight's). Any assignment or transfer without the
required consent is void.
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
12
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13. CONFIDENTIALITY; USE OF INTELLECTUAL PROPERTY: Each Party agrees that all
information furnished to it by the other Party, or to which it has access
under this Agreement, shall be deemed the confidential and proprietary
information or trade secrets (collectively referred to as "PROPRIETARY
INFORMATION") of the Disclosing Party and shall remain the sole and
exclusive property of the Disclosing Party (the Party furnishing the
Proprietary Information referred to as the "DISCLOSING PARTY" and the
other Party referred to as the "RECEIVING PARTY"). Each Party shall treat
the Proprietary Information and the contents of this Agreement in a
confidential manner and, except to the extent necessary in connection with
the performance of its obligations under this Agreement, neither Party may
directly or indirectly disclose the same to anyone other than its
employees on a need to know basis and who agree to be bound by the terms
of this Section, without the written consent of the Disclosing Party. This
provision does not apply to information that becomes public through no
fault of the Receiving Party, is disclosed by a third party with lawful
rights to disclose the information, or is disclosed pursuant to lawful
requirements of a governmental agency or court with jurisdiction, is
disclosed to enforce the Agreement, or is disclosed to representatives or
agents of the Receiving Party who agree to be bound by this provision.
Neither Party may use the name, logo, trade name, service marks, trade
marks, or printed materials of the other Party, in any promotional or
advertising material, statement, document, press release or broadcast
without the prior written consent of the other Party, which consent may be
granted or withheld at the other Party's sole discretion.
14. INTEGRATION: This Agreement and all Exhibits and other attachments
incorporated herein, represent the entire agreement between the Parties
with respect to the subject matter hereof and supersede and merge all
prior agreements, promises, understandings, statements, representations,
warranties, indemnities and inducements to the making of this Agreement
relied upon by either Party, whether written or oral.
15. CONSTRUCTION: The language used in this Agreement is deemed the language
chosen by the Parties to express their mutual intent. No rule of strict
construction shall be applied against either Party.
16. GOVERNING LAW: Global Crossing regional service and operations centers
support customer accounts in New York, California and Michigan. This
Agreement will be construed and enforced in accordance with the law of the
state where LimeLight's account is supported, as designated by Global
Crossing in this Agreement or as designated in Exhibits or amendments to
this Agreement, without regard to that state's choice of law principles.
The Parties agree that any action related to this Agreement shall be
brought and maintained only: (i) in the Superior court of the State of
California for the County of Santa Barbara, if the designated customer
support center is located in California; (ii) in a Federal or State court
of competent jurisdiction located in Monroe County, New York, if the
designated customer support center is located in New York; or (iii) in the
Federal District Court for the Eastern District of Michigan or a State
court of competent jurisdiction located in Oakland County, Michigan, if
the designated customer support center is located in Michigan. The Parties
each consent to the jurisdiction and venue of such courts and waive any
right to object to such jurisdiction and venue.
17. NOTICES: All notices, including but not limited to, demands, requests and
other communications required or permitted hereunder (not including
Invoices) shall be in writing and shall be deemed given: (i) when
delivered in person, (ii) 24 hours after deposit with an overnight
delivery service for next day delivery, (ii) the same day when sent by
facsimile transmission to the facsimile number identified below, during
normal business hours, receipt confirmed by sender's equipment, or (iii)
72 hours after deposit in the United States mail, postage prepaid,
registered or certified mail, return receipt requested, and addressed to
the recipient Party at the address set forth below:
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
13
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If to Global Crossing: Global Crossing Bandwidth, Inc
180 South Clinton Avenue
Rochester, New York 14646
Attn: Vice President Carrier Services
Facsimile #: 716-232-9168
with a copy to: Global Crossing Bandwidth, Inc.
90 Castilian Drive, Suite 200
Goleta, CA 93117
Attn: Peggy Palak, Manager, National Contract
Admin.
Facsimile #: (800) 689-2395
If to LimeLight: LimeLight Networks, LLC
8936 N. Central Avenue
Phoenix, AZ 85020
Attn: Gary Baldus, Vice President of Corporate
Development
Facsimile #: (602) 850-5001
18. COMPLIANCE WITH LAWS; PROVISION OF REASONABLE ASSURANCES OF COMPLIANCE:
During the term of this Agreement, the Parties shall comply with all
local, state and federal laws and regulations applicable to this Agreement
and to their respective businesses. Further, each Party shall procure and
maintain any certifications, permits, authorizations, licenses or similar
documentation as may be required by the FCC, a state Public Utility or
Public Service Commission, or any other governmental body or agency having
jurisdiction over its business ("AUTHORIZATIONS"). Upon the request of a
Party that believes an Authorization is required to do business in a
jurisdiction, the other Party shall provide justification reasonably
acceptable to the inquiring Party that explains why it does not have an
Authorization and the basis for any conclusion that no Authorization is
needed. Global Crossing may request reasonable assurances of compliance
with law by Purchaser and may take such action as is permitted by law, if
reasonable assurances are not forthcoming and its financial interests may
be directly and adversely affected.
19. THIRD PARTIES: The provisions of this Agreement and the rights and
obligations created hereunder are intended for the sole benefit of Global
Crossing and Purchaser, and do not create any right, claim or benefit on
the part of any person not a Party to this Agreement, including End-Users
or customers of Purchaser.
20. SURVIVAL OF PROVISIONS: Any obligations of the Parties relating to monies
owed, as well as those provisions relating to confidentiality, limitations
on liability and indemnification, shall survive termination of this
Agreement.
21. UNENFORCEABLE PROVISIONS: The illegality or unenforceability of any
provision of this Agreement does not affect the legality or enforceability
of any other provision or portion. If any provision or portion of this
Agreement is deemed illegal or unenforceable for any reason, there shall
be deemed to be made such minimum change in such provision or portion as
is necessary to make it valid and enforceable as so modified.
22. CUMULATIVE RIGHTS AND REMEDIES: Except as may otherwise be provided
herein, the assertion by a Party of any right or the obtaining of any
remedy hereunder shall not preclude such Party from asserting or obtaining
any other right or remedy, at law or in equity, hereunder.
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
14
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23. AMENDMENTS: This Agreement is voidable by Global Crossing if the text is
modified by LimeLight without the written or initialed consent of a Global
Crossing Vice President. Except as may otherwise be provided herein, any
amendments or modifications to this Agreement must be in writing and
signed by a Global Crossing Vice President (or higher level officer) and
an authorized officer of LimeLight.
24. NON-SOLICITATION: LimeLight agrees that [ * ], and for a period of [ * ]
following expiration or termination of this Agreement, neither it nor its
representatives will directly or indirectly solicit Global Crossing
employees to leave their employment with Global Crossing.
25. AUTHORITY: Each individual executing below on behalf of a Party hereby
represents and warrants to the other Party that such individual is duly
authorized to so execute, and to deliver, this Agreement. By its signature
below, each Party acknowledges and agrees that sufficient allowance has
been made for review of this Agreement by respective counsel and that each
Party has been advised by its legal counsel as to its legal rights, duties
and obligations under this Agreement.
GLOBAL CROSSING BANDWIDTH, INC. LIMELIGHT NETWORKS, LLC
By: /s/ Barrett O. MacCheyne By: /s/ William H. Rinehart
------------------------------------ -----------------------------------
Barrett O. MacCheyne, Senior Vice William H. Rinehart, President and
President Member
North American Carrier Service
Date: Date:
---------------------------------- ---------------------------------
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
15
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Exhibit A
Page 1 of 1
SCHEDULE OF ANCILLARY FEES
Local Loop Charges:
All local loop monthly recurring and non- recurring (installation) charges shall
be on a case by case basis, based upon vendor, mileage, location and circuit
speed and term.
Local Loop Cancellation Charges:
Prior To Installation = Installation charges plus any other charges
incurred in accordance with Section 3.10 of the Agreement.
Post Installation = To the number of months remaining in the term of the
Local Loop times the Local Loop Monthly Recurring Charge.
Upgrades = To a larger size Local Loop between the same LimeLight
locations shall not be subject to Cancellation Charges. The new Local Loop
will be subject to all standard terms specified in this Agreement
(including without limitation a minimum term commitment). All applicable
third party local access charges incurred from the upgrade will be passed
through at cost to LimeLight.
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
16
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Exhibit B
Page 1 of 5
COLOCATION SERVICES
All Colocation facilities are pending Global Crossing's Engineering approval
based upon the information provided to Global Crossing by LimeLight in the
Colocation Service Inquiry Form. Any approved facilities shall be presented to
LimeLight as an amendment pursuant to Section 1.A. below.
1. LICENSE:
A. Global Crossing hereby grants LimeLight a license to occupy certain
designated space (the "Space") within a designated Global Crossing
premise (the "Facility"). Separate "Colocation Schedules" may be
attached hereto from time to time for each separate site where
Colocation will be established. All Colocation Schedules, upon their
execution by both Parties, shall be incorporated herein and shall
become a part hereof. By executing a Colocation Schedule, LimeLight
accepts the Space on an "AS-IS, WHERE IS" basis. LimeLight may only
use the Space to install, maintain, monitor, operate, replace,
repair and remove certain of its telecommunications equipment (the
"Equipment") as specified on the Colocation Schedule.
B. LimeLight acknowledges that it has been granted only a license to
occupy the Space and that it has no real property interests therein.
LimeLight shall not utilize the Facility for any unlawful purposes,
assign, mortgage, sublease, encumber or otherwise transfer any Space
or license granted hereunder. Any attempt by LimeLight to encumber
the Space or permit the use or occupancy by anyone other than
LimeLight shall be void.
C. LimeLight shall utilize the Space and the Equipment only in
conjunction with services provided by Global Crossing. Use of the
Space or Equipment with third party services or for interconnection
to third parties is prohibited. Any party seeking to install any
such facility or connection without the express written
authorization of Global Crossing shall be denied entry to the Space.
2. TERM AND TERMINATION:
A. The term of a license shall be as set forth in the applicable
Colocation Schedule and shall commence on the first day the Space is
made available by Global Crossing (the "Commencement Date"), but
shall be immediately terminable by Global Crossing upon the
termination, expiration or cancellation for any reason of (i) any
underlying agreement between Global Crossing and any other party
involving Global Crossing's continued use of the Facility, or (ii)
this Agreement. Following the expiration of the license term as set
forth in the Colocation Schedule for a Space, LimeLight's license
shall automatically renew on a [ * ] basis in accordance with the
same terms and conditions specified herein, unless terminated by
either LimeLight or Global Crossing upon [ * ] days prior written
notice.
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
17
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Exhibit B
Page 2 of 5
B. Global Crossing shall not be liable to LimeLight in any way as a
result of Global Crossing's failure (for any reason) to tender
possession of the Space to LimeLight on or before the commencement
date listed in the Colocation Schedule. Any delay in tendering
possession of the Space to LimeLight for any reason other than the
acts or omissions of LimeLight shall relieve LimeLight of its
obligation to pay the monthly recurring charges (MRC) set forth in
the Colocation Schedule until possession of the Space is delivered
to LimeLight. Provided that if Global Crossing fails to make any
Space available within ninety [ * ] after the Scheduled Commencement
Date, LimeLight's sole remedy for later delivery shall be to cancel
the service order for the Space prior to actual delivery of the
Space upon ten (10) days prior written notice to Global Crossing.
C. If a Colocation is canceled after installation but prior to
expiration of its minimum term commitment, except if canceled by
LimeLight (i) under paragraph 2(b) above (ii) for Global Crossing's
uncured breach, or (iii) Global Crossing's inability to provide
another Service required for LimeLight to make use of this
Colocation (e.g. loss of circuit capacity by Global Crossing at this
facility), LimeLight shall be liable for, and shall pay to Global
Crossing, an early termination fee in an amount equal to [ * ] for
the Colocation.
3. CHARGES, FEES AND TAXES:
A. MRCs shall be payable in advance and without notice or demand and
without abatement, deduction, counterclaim or setoff commencing on
the first day the Space is made available by Global Crossing and on
the first day of each calendar month thereafter. Installation and
non-recurring charges are due when invoiced. MRCs shall be prorated
for partial months. The MRCs may be increased from time to time
during the term of the license by reason of (i) any increases
payable by Global Crossing to its landlord(s) under the lease for
the Facility or Rights of Way in which the Space is located; (ii)
any increases incurred by Global Crossing in any of the services to
the Facility procured by Global Crossing directly from the provider
thereof; and (iii) any increases in real property taxes assessed
against the Facility which Global Crossing is liable to pay.
LimeLight's share of any such increases shall be pro-rated based on
the number of innerduct linear feet in the Space as a percentage of
the total number of innerduct linear feet in the Facility.
B. In addition, LimeLight shall be fully responsible for the prompt
payment of all federal, state or local taxes, however denominated,
based on or calculated with respect to the amounts payable by
LimeLight (including but not limited to sales/use, rental and gross
receipts taxes or surcharges) and all taxes (including, but not
limited to franchise, income and miscellaneous taxes) which are the
liabilities of LimeLight under (i) appropriate standard industry
practices (including telecommunications, fiber optic and rental
industries), (ii) applicable law and (iii) as otherwise agreed at
any time between LimeLight and Global Crossing; provided, however,
the taxes on Global Crossing's income and property shall be the sole
responsibility of Global Crossing.
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
18
<PAGE>
Exhibit B
Page 3 of 5
4. MAKE-READY:
If applicable, LimeLight shall pay Global Crossing the amount set forth in
each Colocation Schedule for the cost of engineering or improvements to
the Space required to be made by Global Crossing in order to accommodate
LimeLight's Colocation into the Space (the "Make-Ready Fee"). The
Make-Ready Fee shall be payable to Global Crossing upon LimeLight's
execution of the Colocation Schedule for the Space. Title to such
improvements shall remain vested in Global Crossing.
5. MAINTENANCE:
A. Global Crossing shall be responsible for maintenance of the Facility
and the Space. LimeLight shall not make any alterations, changes,
additions or improvements to either the Facility or the Space
without Global Crossing's prior written consent. LimeLight agrees to
maintain and repair all of its Equipment placed in the Space at
LimeLight's expense and shall be responsible for all costs
associated with the configuration, installation, interconnection and
operation of the Equipment, including without limitation,
transportation related costs and any electrical or other work which
must be completed in order to interconnect the Equipment.
B. LimeLight's Maintenance responsibilities include, but are not
limited to, the following:
(i) LimeLight shall arrange for the transit delivery of all
Equipment to the Space at its sole cost and expense.
(ii) LimeLight shall provide Global Crossing with reasonable prior
notice (not less than two (2) business days) of the actual
delivery date of the Equipment.
(iii) LimeLight shall not cause harm to the Space or the Facility of
Global Crossing, or third parties.
(iv) LimeLight shall not interfere in any way with Global
Crossing's use or operation of the Facility or with the use or
operation of any third party facilities.
(v) LimeLight shall not physically conflict or electrically
interfere with the facilities of Global Crossing or third
parties.
(vi) LimeLight shall be in full compliance with telecommunication
industry standards, NEC and OSHA requirements, and in
accordance with Global Crossing's requirements and
specifications.
(vii) All Equipment must be mounted on racks, and using appropriate
brackets, except where otherwise expressly permitted in
writing by Global Crossing. LimeLight is solely responsible
for assuring that the Equipment is mounted in an efficient and
appropriate manner.
(viii) All cabling regardless of location, shall be tied and
organized, run to the side of the rack, and labeled.
Connectors must be secured in the interface socket.
(ix) LimeLight must provide for remote access (via modem or other
means) where available, in order to administer, configure,
monitor and operate the Equipment.
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
19
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Exhibit B
Page 4 of 5
(x) LimeLight shall, at all times, comply with Global Crossing's
rules and regulations regarding access to its facilities,
including without limitation, adequate notice before entry
(not less than [ * ] except in emergencies), appropriate dress
and professional conduct. Global Crossing may remove any
personnel of LimeLight not in compliance with its rules and
regulations and may prohibit access by any person at its
discretion.
(xi) LimeLight shall utilize only Global Crossing's facilities and
Global Crossing's network for the provision of its services,
and facilities of third parties or connections to third party
facilities are prohibited. Any party seeking to install any
such facility or connection without the express written
authorization of Global Crossing shall be denied entry to the
Space. LimeLight, however, may employ non-Global Crossing
services only when such services are not offered by Global
Crossing.
6. APPROVALS:
A. LimeLight shall submit to Global Crossing all building construction
and electrical requirements and architectural and engineering
drawings indicating the proposed installation for approval.
LimeLight may not perform any construction or install any Equipment
without written approval from Global Crossing. Global Crossing
reserves the right to accept or reject LimeLight's design at its
sole discretion. All costs of design work shall be LimeLight's
responsibility. LimeLight shall also be required to complete the
Colocation Request For Information form.
B. Global Crossing shall inspect the completed installation and must
approve the same in writing before LimeLight is allowed to utilize
the Equipment for any reason. Any installations that do not comply
with the approved drawings will be subject to rejection by Global
Crossing. Global Crossing also reserves the right to order
reasonable modifications to any installations.
C. LimeLight is solely responsible for obtaining any and all necessary
building permits or other authorizations required for Colocation of
its Equipment.
7. INSURANCE AND INDEMNITY:
A. While a license is in effect, LimeLight shall maintain in force and
effect policies of insurance as follows:
(i) Comprehensive General Liability Insurance, including
contractual liability and broad form property damage, covering
personal injury or death and property damage with a combined
single limit of at least [ * ]; and
(ii) Workers Compensation Insurance with limits required by the
laws of the state in which the Space is located.
The liability insurance shall name Global Crossing as an additional
insured and shall be primary insurance and Global Crossing's insurance
shall not be called upon for contribution towards any such loss.
LimeLight's insurer shall provide Global Crossing with a least ten (10)
days prior written notice of cancellation or change in coverage. All
insurance required of LimeLight shall be evidenced by certificates of
insurance provided to Global Crossing.
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
20
<PAGE>
Exhibit B
Page 5 of 5
B. LimeLight shall be liable for and shall indemnify, defend and hold
Global Crossing harmless from and against any claims, demands,
actions, damages, liability, judgments, expenses and costs
(including reasonable attorneys fees) arising from (i) LimeLight's
use of the Space, or (ii) any damage or destruction thereto or to
the Facility or any property therein caused by or due to (x) the
acts or failures to act, negligent, willful or otherwise, of
LimeLight, its employees, agents or representatives, or (y) any
malfunction of LimeLight's Equipment located in the Space.
C. Global Crossing does not warrant that the integrity of the Space or
the Facility will be free from any disruptions and Global Crossing
shall not be liable therefore. Global Crossing's entire liability
for any such disruptions, or any other matter giving rise to a claim
with respect to the Space or Facility, shall not exceed in any case
the MRCs paid by LimeLight for the month in which such disruption or
other matter occurred.
8. DAMAGE TO FACILITY:
If the Facility in which the Space is located is damaged by fire or other
casualty, Global Crossing shall give immediate notice to LimeLight of such
damage. If Global Crossing's landlord or Global Crossing exercises an
option to terminate the lease therefore due to such damage or Global
Crossing's landlord or Global Crossing decides not to rebuild the Facility
in which the Space is located, this Agreement shall terminate as of the
date of such exercise or decision as to the affected Space and the MRC
paid by LimeLight shall be modified accordingly. If neither the landlord
of the affected Facility nor Global Crossing exercises the right to
terminate or not to rebuild, the landlord or Global Crossing, as
applicable, shall repair the Facility to substantially the same condition
as prior to the damage, completing the same with reasonable speed. In the
event that such repairs are not completed within a reasonable time,
LimeLight shall thereupon have the option to terminate this Agreement with
respect to the affected Space, such option shall be the sole remedy
available to LimeLight against Global Crossing hereunder relating to such
failure. If the Space or any portion thereof shall be rendered unusable by
LimeLight by reason of such damage, the MRC for such Space shall
proportionately abate for the period from the date of such damage to the
date when such damage shall have been repaired for the portion of the
Space rendered unusable or until the decision to not repair such Space is
communicated to LimeLight by Global Crossing.
9. RATES AND CHARGES: LimeLight shall be charged for Colocation Space at the
rates set out below.
MONTHLY RECURRING CHARGES
MRC per Rack or Cabinet [ * ]
Additional Power [ * ]
NON RECURRING CHARGES:
NRC per Rack/Cabinet per site [ * ]
Colocation Site [ * ]
Make Ready Fee [ * ]
Dispatch Fees: [ * ] for unmanned sites during business hours (Monday
through Friday 8:00 am to 6:00 p.m.) and [ * ] for unmanned sites during
non-business hours and nationally recognized holidays.
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
21
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Exhibit B(a)
Page 1 of 1
COLOCATION SCHEDULE #1
EQUIPMENT, SPACE AND POWER REQUIREMENTS
All terms and conditions as presented under the Agreement for the Colocation
Service are applicable unless otherwise stated below and become incorporated
herein.
Customer Name: LimeLight Networks, LLC
Global Crossing Switch Site Location: 801 S. 16th. Street, 1st. Floor,
Phoenix, AZ
Minimum Term : [ * ]
Commencement Date: October 15, 2001
Monthly Recurring Charge: [ * ]
Non-Recurring Charges: [ * ]
If applicable, Make Ready Fees will be applied to LimeLight's Invoice.
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
22
<PAGE>
Exhibit C
Page 1 of 6
IP TRANSIT SERVICE
IP TRANSIT SERVICE permits direct access to the Internet via Global Crossing's
nationwide IP network. Connectivity is between LimeLight's router and/or switch
and the Global Crossing router located in a Global Crossing IP POP. This Exhibit
describes the specific terms, conditions and rates applicable to the Global
Crossing IP Transit Service ordered as part of the Agreement. In the event of
any conflict between this Exhibit and the Agreement, the terms of this Exhibit
shall control.
1. TERM.
1.1 Each circuit shall have a specific in-service term commitment
of one, two or three years, which shall be separate and
distinct from the term of the Agreement. Upon expiration,
non-renewal or early termination of the Agreement, except if
the Agreement is terminated by a Party for the other Party's
uncured breach, then, notwithstanding the term stated in the
Agreement, the Agreement will continue in effect with respect
to the IP Transit Service as long as a circuit installed under
this Exhibit remains in operation.
1.2 Unless one Party provides the other with at least [ * ] prior
written notice of its intent not to renew a circuit after the
circuit's minimum commitment period expires, then, unless the
Parties agree otherwise in writing, a circuit shall
automatically renew for an additional [ * ] period at [ * ] at
the time of the automatic renewal. The foregoing notice and
renewal process shall also apply for each additional renewal
period.
2. BILLING AND PAYMENT; MINIMUM COMMITMENTS.
2.1 LimeLight shall pay Global Crossing for the IP Transit Service
at the rates and charges set out in the rate schedule attached
to this Exhibit. Billing for a circuit shall commence upon the
earlier to occur of (i) 30 days following the date Global
Crossing notifies LimeLight, in writing or via electronic
transmission, that the ordered circuit capacity is available
from Global Crossing (regardless of whether or not LimeLight's
Interconnection Facilities [defined in paragraph 5.2 below]
are installed and operational), or (ii) the date the ordered
circuit capacity is first utilized by LimeLight (the "SERVICE
DATE").
2.2 Monthly recurring charges ("MRC") shall be invoiced by Global
Crossing on a monthly basis in advance and non-recurring
charges shall be invoiced in arrears. If the Service Date for
any circuit falls on a day other than the first day of any
Billing Cycle, the initial charge to LimeLight shall consist
of: (i) the pro-rata portion of the applicable monthly charge
covering the period from the Service Date to the first day of
the subsequent Billing Cycle, and (ii) the monthly charge for
the following Billing Cycle. Payment terms are set out in the
Agreement.
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
23
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Exhibit C
Page 2 of 6
2.3 The pricing in this Exhibit is limited to the IP Transit
Service provided from the "on-net" nodes set out in the Global
Crossing IP POP List and SONET POP list, which will be
provided upon request, and which lists may, at Global
Crossing's discretion, be changed from time to time. Global
Crossing reserves the right, upon prior written approval by
LimeLight not to be unreasonably withheld, to charge LimeLight
for backhaul facilities if "off-net" routing or special Layer
2 "on-net" routing is agreed to by Global Crossing. If Global
Crossing's cost in providing the IP Transit Service is
increased due to circumstances beyond its reasonable control,
then Global Crossing may revise the rates and charges in this
Exhibit upon 30 days written notice to LimeLight. LimeLight
may cancel, without further liability (other than to pay for
the circuit through the date of cancellation), any circuits
subject to a rate/charge increase (other than increases
resulting from governmental or regulatory assessments) upon
written notice to Global Crossing given no later than 30 days
after LimeLight's receipt of the increase notice.
2.4 If a circuit is canceled after installation but prior to
expiration of its minimum term commitment, except if canceled
by LimeLight (i) under paragraph 2.3 above (ii) for Global
Crossing's uncured breach, (iii) because it is replaced with a
circuit of equal or greater charge, or (iv) due to Global
Crossing's physical inability, excluding business terms, to
provide access to the Global Crossing router from Global
Crossing's Collocation space. (LimeLight shall be required to
check for availability of such Collocation space at the time
the circuit was ordered and if Collocation space wasn't
available at such time and LimeLight nonetheless proceeded
with the order, then LimeLight may not utilize this Section
2.4,(iv)), LimeLight shall be liable for, and shall pay to
Global Crossing, an early termination fee in an amount equal
to the [ * ] times the number of months remaining on the
unexpired term commitment (whether the initial or a renewal
term) for the circuit.
2.5 In addition to forecasts for other Services that may be
required under the Agreement or any attachment thereto,
LimeLight must supply Global Crossing with [ * ], for IP
Transit Service. In the event that LimeLight fails to provide
a [ * ] rolling forecast within [ * ] days of the time set
forth herein, Global Crossing shall notify LimeLight of the
delinquency of the forecast. Upon Global Crossing's
notification LimeLight shall be required to provide the
forecast within [ * ] days. The forecast must include
information regarding anticipated capacity requirements by [ *
]. The forecasts must be provided on the first business day of
each [ * ], and shall cover [ * ] beginning with the [ * ] of
the [ * ] of such [ * ] (e.g. on or about [ * ], LimeLight
shall provide Global Crossing with a forecast covering [ * ].
In the event LimeLight [ * ] in accordance with this provision
then LimeLight [ * ].
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
24
<PAGE>
Exhibit C
Page 3 of 6
3. SERVICE LEVEL AGREEMENT AND CREDITS.
3.1 The following Service Level Agreement (SLA) applies to all IP
Transit circuits with an original term commitment(s) of at
least [ * ]. The SLA covers (i) the router port in the Global
Crossing IP-POP (and, if applicable, the SONET backhaul
circuit), which connects directly to LimeLight's local access
circuit or Interconnection Facilities, (ii) the Global
Crossing network backbone interconnecting the Global Crossing
IP-POPs, and (iii) supporting systems within Global Crossing's
control, which provide domain name routing and other functions
which enable LimeLight to logically interact with the network.
This SLA specifically excludes (a) the local circuit between
LimeLight's premises and the Global Crossing SONET POP or
IP-POP, (b) customer premise equipment either owned by
LimeLight or provided through Global Crossing, (c) connections
between Global Crossing's network and other Internet service
providers, (d) other Internet service provider networks, (e)
force majeure events, (f) notified and scheduled maintenance
or outages or emergency interruptions, (g) credits owed in the
events LimeLight fails to submit forecasts in accordance with
section 2.5, and (h) any act or omission on the part of
LimeLight, third party contractors or vendors or any other
entity over which LimeLight exercises control or has the right
to exercise control.
A. Network Availability of [ * ] measured on a monthly
basis for Global Crossing's IP access ports and backbone
network in the contiguous United States.
B. Average monthly round-trip transmission latency of no
more than [ * ] milliseconds within Global Crossing's
backbone in the contiguous United States.
C. Less than [ * ] packet loss on the Global Crossing IP
backbone in the contiguous United States.
3.2 The entire liability of Global Crossing for all claims of
whatever nature arising out its failure to meet the SLA or
otherwise related to its provision of the IP Transit Service
(including its negligence), shall be a credit as follows:
A. For service interruptions or network unavailability
(the inability of Global Crossing's network to pass
traffic between its IP-POPs) greater than [ * ]
minutes (hereafter an "OUTAGE"), LimeLight will be
eligible to receive a credit computed in accordance
with the following formula (the "OUTAGE CREDIT"):
OUTAGE CREDIT = [ * ] X TOTAL MRC FOR AFFECTED CIRCUIT
[ * ]
The Outage Credit shall apply to the charges for any
circuit affected by an Outage; provided, however,
that if any portion of the affected circuit remains
useable by LimeLight, the Outage Credit shall not
apply to that pro-rata portion of the mileage. The
duration of each Outage shall be calculated in hours
and shall include fractional portions thereof. An
Outage shall be deemed to have commenced upon
verifiable notification thereof by LimeLight to
Global Crossing, or, when indicated by network
control information actually known to Global Crossing
network personnel, whichever is earlier. Each Outage
shall be deemed to terminate upon restoration of the
affected circuit as evidenced by appropriate network
tests by Global Crossing. Global Crossing shall give
[ * ] hour notice to LimeLight of any scheduled
outage and a scheduled outage shall under no
circumstance be viewed as an Outage hereunder. In
addition, Global Crossing will provide as much notice
as possible for unscheduled emergency outages.
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
25
<PAGE>
Exhibit C
Page 4 of 6
B. In any given Billing Cycle if the average round-trip
latency on the Global Crossing North American IP
backbone exceeds [ * ] milliseconds Global Crossing
agrees to provide LimeLight with a credit of [ * ] of
LimeLight's total monthly recurring charge's for all
IP transit circuits in North America.
C. In any given Billing Cycle if the average packet loss
on the Global Crossing North American IP backbone
exceeds [ * ] Global Crossing agrees to provide
LimeLight with a credit of [ * ] of LimeLight's total
monthly recurring charges for all IP transit circuits
in North America.
3.3 Outage Credits shall not be granted if the malfunction of any
end-to-end circuit is due to an Outage or other defect
occurring in LimeLight's Interconnection Facilities.
3.4 All Outage Credits shall be credited on the next monthly
invoice for the affected circuit after receipt of LimeLight's
written request for credit, provided that LimeLight timely
reported the IP Transit Service failure. Written request must
be received within [ * ] days of the SLA failure event. The
total of all Outage Credits applicable to or accruing in any
given month shall not exceed the 100% of the amount payable by
LimeLight to Global Crossing for that same month for such
circuit.
3.5 The Outage Credits described in this Section 3 shall be the
sole and exclusive remedy of LimeLight in the event of any
failure of Global Crossing to comply with the SLA, and under
no circumstance shall such a failure be deemed a breach by
Global Crossing under the Agreement.
In the event LimeLight experiences Chronic Outages with
respect to any circuit, LimeLight shall be entitled to
terminate the affected circuit without further obligation by
providing Global Crossing with written notice following such
Chronic Outages ("Chronic Termination"). For purposes of this
Agreement, a circuit suffers Chronic Outages if such circuit,
measured over a given Billing Cycle, (i) experiences more than
[ * ] related outages which total more than [ * ] cumulative
hours, (ii) if the average round-trip latency on the Global
Crossing North American IP backbone exceeds [ * ]
milliseconds, or (iii) if the average packet loss on the
Global Crossing North American IP backbone exceeds [ * ]. (Not
including Force Majeure or scheduled maintenance.)
4. RATES AND CHARGES.
The applicable Monthly Recurring Charges ("MRC's"), Non-Recurring
Charges ("NRC's") and other charges for IP Transit Service are set
forth on subdivision (a) of this Exhibit. Early termination of any
circuit is subject to an early termination fee as described in Section
2.4 hereof. All charges are invoiced in U.S. dollars and paid in U.S.
dollars.
Upon signature of a Service Request (SR) by LimeLight, the Parties
agree that the SR constitutes a firm circuit order. LimeLight shall
receive the Standard Circuit pricing, Exhibit C(a), Section 1.A. or
Section 1.B., unless the SR lists the circuit order as a Content
Circuit. LimeLight agrees in order to receive Content Circuit pricing,
Exhibit C(a), Section 1.C., a circuit must have traffic ratios greater
than or equal to [ * ]. For the purposes of this Agreement a Standard
Circuit is defined as any IP Transit circuit with no [ * ] while a
Content Circuit is defined as any IP Transit circuit with [ * ].
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
26
<PAGE>
Exhibit C
Page 5 of 6
A cancellation fee, as listed in subdivision (a) of this Exhibit, shall
apply if LimeLight cancels such ordered circuit(s) prior to the Service
Date. An order cannot be cancelled on the Service Date. All
cancellation requests must be in writing. An order is considered
cancelled when Global Crossing receives the written notice. The written
notification cannot be retroactive.
4. CIRCUIT AVAILABILITY DATE; INTERCONNECTION FACILITIES.
5.1 Upon receipt of a complete and accurate service order for a
circuit, Global Crossing shall notify LimeLight of its target
date for the delivery of each circuit (the "ESTIMATED
AVAILABILITY DATE"). Global Crossing shall use reasonable
efforts to install each circuit on or before the Estimated
Availability Date, but the inability of Global Crossing to
deliver a circuit by such date, shall not be a breach by
Global Crossing under the Agreement. If Global Crossing fails
to make any circuit available within [ * ] after acceptance by
Global Crossing of the service order with respect to such
circuit, LimeLight's sole remedy shall be to cancel the
service order which pertains to such circuit upon [ * ] prior
written notice to Global Crossing.
5.2 Within the Global Crossing IP node where LimeLight orders
circuits, Global Crossing shall provide appropriate equipment
necessary to connect the circuits to LimeLight's
Interconnection Facilities. If LimeLight desires to install
its own equipment in one or more IP or SONET POP, and Global
Crossing, in its sole discretion, agrees to such installation,
the Parties shall execute a ~collocation agreement acceptable
to both Parties. LimeLight agrees that LimeLight's
Interconnection Facilities shall connect to the circuits
provided by Global Crossing hereunder at the network interface
points located in the IP and SONET POPs. As used herein, the
term "INTERCONNECTION FACILITIES" shall mean transmission
capacity provided by LimeLight or its third party supplier to
extend the circuits provided by Global Crossing from a SONET
or IP POP to any other location.
A. GLOBAL CROSSING ACCEPTABLE USE AND SECURITY POLICIES.
6.1 LimeLight and its customers shall comply with Global
Crossing's Acceptable Use and Security Policies (collectively,
the "Policy"), which Policy Global Crossing may modify at any
time. The current, complete Policy is available for review at
HTTP://WWW.GLOBALCROSSING.COM/AUP (Global Crossing may change
the Policy and website address via electronic notice). Without
limiting the Policy, generally, neither LimeLight nor its
customers may use Global Crossing's network, machines, or
services in any manner which:
(i) violates any applicable law, regulation, treaty,
or tariff;
(ii) violates the acceptable use policies of any
networks, machines; or services which are accessed
through Global Crossing's network; or
(iii) infringes on the intellectual property rights of
others.
Prohibited activity includes, but is not limited to,
unauthorized use (or attempted unauthorized use) of any
machines or networks; denial of service attacks; falsifying
header information or user identification or information;
monitoring or scanning the networks of others without
permission; sending unsolicited bulk e-mail; maintaining an
open mail relay; collecting e-mail addresses from the Internet
for the purpose of sending unsolicited bulk e-mail or to
provide collected addresses to others for that purpose; and
transmitting or receiving copyright-infringing or illegally
obscene material.
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
27
<PAGE>
Exhibit C
Page 6 of 6
6.2 LimeLight and its customers are responsible for the security
of their own networks and machines. Global Crossing assumes no
responsibility or liability for failures or breach of
LimeLight-imposed protective measures, whether implied or
actual. Abuse that occurs as a result of LimeLight's systems
or account being compromised may result in suspension of the
IP Transit Service or account access by Global Crossing. If a
security related problem is escalated to Global Crossing for
resolution, Global Crossing will resolve the problem in
accordance with its then-current Policy. Without limiting the
Policy, generally, the following activities are prohibited:
(i) fraudulent activities of any kind;
(ii) network disruptions of any kind; and
(iii) unauthorized access, exploitation, or monitoring.
6.3 LimeLight shall be responsible for enforcing the Policy for
any third parties (including its customers) accessing the
Internet through LimeLight's use of the Network Services; and
shall defend and indemnify Global Crossing with respect to
claims related to such third party access.
6.4 Global Crossing reserves the right to suspend the IP Transit
Service for LimeLight's or its customers' failure to comply
with the requirements of Global Crossing's then-current
Policy. Further, Global Crossing may terminate the IP Transit
Service for recurring violations of the Policy by LimeLight or
its customers.
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
28
<PAGE>
Exhibit C(a)
Page 1 of 3
IP TRANSIT SERVICE RATE SCHEDULE
(CUSTOMER SPECIFIC)
1. MONTHLY RECURRING CHARGES (MRC)
A. T-1 IP Transit Pricing (MRC) $ Per Full T-1.
(Standard Circuit Pricing)
AGGREGATE # OF T-1S 1 YEAR TERM 2 YEAR TERM
------------------- ----------- -----------
1+ T-1s [ * ] [ * ]
B. DS-3 / OC-x / FE and GE Committed Bandwidth IP Transit Pricing
(MRC) $ Per Mbps. These prices are valid for Standard Circuits
provided LimeLight's overall traffic ratio for all circuits (both
Standard circuits and Content circuits) have a traffic ratio
greater than or equal to [ * ] "Inbound Traffic" (from LimeLight
to the Global Crossing backbone network) to "Outbound Traffic"
(from the Global Crossing backbone network to LimeLight).
(Standard Circuit Pricing)
1 YEAR TERM $ 2 YEAR TERM $
PER Mbps PER Mbps
-------- --------
[ * ] [ * ]
C. DS-3 / OC-x / FE and GE Committed Bandwidth IP Transit Pricing
(MRC) $ Per Mbps. These prices are valid for Content Circuits with
traffic ratios greater than or equal to [ * ] "Inbound Traffic"
(from LimeLight to the Global Crossing backbone network) to
"Outbound Traffic" (from the Global Crossing backbone network to
LimeLight).
(Content Circuit Pricing)
2 YEAR TERM $
PER Mbps
--------
[ * ]
D. Each Billing Cycle, at Global Crossing's sole discretion, Global
Crossing will measure Limelight's [ * ] traffic ratio of all
circuits (Standard and Content) . If such overall traffic ratio of
all circuits is less then [ * ] "Inbound Traffic" (from LimeLight
to the Global Crossing backbone network) to "Outbound Traffic"
(from the Global Crossing backbone network to LimeLight),
LimeLight will be assessed a [ * ] surcharge for all traffic on
Standard Circuits for such Billing Cycle.
E. Each Billing Cycle, at Global Crossing's sole discretion, Global
Crossing will measure LimeLight's [ * ] traffic ratio of all
Content Circuits. If such aggregate traffic ratio of all Content
Circuits is less then [ * ] "Inbound Traffic" (from LimeLight to
the Global Crossing backbone network) to "Outbound Traffic" (from
the Global Crossing backbone network to LimeLight), LimeLight will
be assessed a [ * ] surcharge for all traffic on Content Circuits
for such Billing Cycle. Such surcharge will be applied to all
committed and bursted bandwidth.
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
29
<PAGE>
Exhibit C(a)
Page 2 of 3
F. Should LimeLight be assessed a surcharge, in accordance with
Sections 1.D. and/or 1.E. above, for a period of [ * ]
consecutive Billing Cycles, Global Crossing agrees, at it's
sole discretion, to re-evaluate LimeLight's terms and
conditions under this IP Transit Service.
2. NON-RECURRING CHARGES (NRC)
MINIMUM INSTALL CHARGE CANCELLATION
PORT BANDWIDTH** 1 YEAR TERM 2 YEAR TERM FEE
---- ----------- -------------- ---
T-1 1.544 Mbps [ * ] [ * ] [ * ]
DS-3 10 Mbps [ * ] [ * ] [ * ]
OC-3 45 Mbps [ * ] [ * ] [ * ]
OC-12 160 Mbps [ * ] [ * ] [ * ]
OC-48* 500 Mbps [ * ] [ * ] [ * ]
Fast Ethernet* 10 Mbps [ * ] [ * ] [ * ]
10 Mbps
Gigabit Ethernet* months 1-6 and
(2 year terms 250 Mbps
only) for the balance
of the term [ * ] [ * ] [ * ]
NOTES:
*OC-48, Fast Ethernet and Gigabit Ethernet ports are available at
select locations only.
**For DS-3 circuits and above, bandwidth can be purchased in increments
of 5 Mbps above the minimum to the maximum bandwidth of the applicable
circuit.
3. BURSTABLE BILLING CALCULATION AND CHARGES FOR STANDARD CIRCUITS
A. Burstable billing is available on DS-3 circuits and above. For
Burstable billing, the table above represents the committed
bandwidth rate. The total utilized bandwidth is derived from a
95/5 calculation as described below. The bandwidth utilized
over and above the committed bandwidth amount, the bursted
bandwidth, will be billed at 100% of the committed bandwidth
rate as described below. Volume price breaks do not apply if
volume threshold is surpassed due to bursted bandwidth.
B. Upon completion of each Billing Cycle during the Term, Global
Crossing shall calculate the Bursted Bandwidth Charge for such
Billing Cycle applicable to each circuit for which LimeLight
has ordered burstable billing according to the following
formula:
Bursted Bandwidth Charge =
(Total Utilized Bandwidth* -- Total Committed Bandwidth) x
(Committed Bandwidth rate per Mbps for Standard Circuits x 1.00)
* Total Utilized Bandwidth shall be calculated as follows:
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
30
<PAGE>
Exhibit C(a)
Page 3 of 3
- Global Crossing shall poll the Global Crossing routers for
ingress and egress usage on each respective circuit
approximately every five minutes. Both the ingress and
egress number for each poll shall be stack ranked. Upon
the close of each of LimeLight's Billing Cycles, the top
5% of the usage numbers shall be discarded. The next
highest measurement, the greater of the ingress or egress,
shall constitute the Total Utilized Bandwidth for the
applicable circuit for the applicable Billing Cycle.
- Bursted Bandwidth usage shall not be factored into the
aggregate volume of committed bandwidth capacity for
purposes of altering LimeLight's committed bandwidth
monthly recurring charge volume tier as set forth in this
rate schedule. The outage credit set forth in the Exhibit
shall not apply to Bursted Bandwidth.
4. BURSTABLE BILLING CALCULATION AND CHARGES FOR CONTENT CIRCUITS
A. Burstable billing is available on DS-3 circuits and above. For
Burstable billing, the table above represents the committed
bandwidth rate. The total utilized bandwidth is derived from a
95/5 calculation as described below. The bandwidth utilized
over and above the committed bandwidth amount, the bursted
bandwidth, will be billed at 100% of the committed bandwidth
rate as described below. [ * ].
B. Upon completion of each Billing Cycle during the Term, Global
Crossing shall calculate the Bursted Bandwidth Charge for such
Billing Cycle applicable to the [ * ] all Content circuits for
which LimeLight has ordered burstable billing according to the
following formula:
[ * ] Bandwidth Charge =
([ * ]Utilized Bandwidth* -- [ * ]Committed Bandwidth) x
(Committed Bandwidth rate per Mbps for Content Circuits x 1.00)
* Total [ * ]Bandwidth shall be calculated as follows:
- Global Crossing shall poll the Global Crossing routers for
ingress and egress usage on each respective circuit
approximately every five minutes. The [ * ] of the [ * ]
of the ingress and egress numbers for each poll shall be
stack ranked. Upon the close of each of LimeLight's
Billing Cycles, the top 5% of the [ * ] and [ * ] usage
numbers shall be discarded. The next highest measurement,
the greater of the [ * ] ingress or [ * ] egress, shall
constitute the Total [ * ] Utilized Bandwidth for the
applicable circuits for the applicable Billing Cycle.
- Bursted Bandwidth usage shall not be factored into the
aggregate volume of committed bandwidth capacity for
purposes of altering LimeLight's committed bandwidth
monthly recurring charge volume tier as set forth in this
rate schedule. The outage credit set forth in the Exhibit
shall not apply to Bursted Bandwidth.
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
31
<PAGE>
AMENDMENT #1 TO BANDWIDTH/CAPACITY AGREEMENT
LimeLight Networks, LLC
February 7, 2002
This is Amendment #1 to the Bandwidth/Capacity Agreement between Global Crossing
Bandwidth, Inc. ("GLOBAL CROSSING") and LimeLight Networks, LLC ("LIMELIGHT" or
"PURCHASER"), dated August 29, 2001, as amended (the "Agreement").
1. Except as otherwise stated, capitalized terms used herein have the same
meaning as set forth in the Agreement.
2. In addition to LimeLight's existing IP Transit Service, as identified
under the Agreement, the following shall be incorporated into the
Agreement as part of Exhibit C(a), Section 1 C:
A. If Limelight orders an additional Gigabit Ethernet port in any
city, Limelight shall have a [ * ] to achieve and maintain a
[ * ] on a two (2) year port term commitment. Limelight will
be assessed the charges at the [ * ] level for the remaining
months on the 2 year port term commitment after the [ * ]
whether or not they are utilizing the full [ * ], (the
"Additional IP Port").
B. If Limelight chooses to waive the above mentioned [ * ] on
such Additional IP Port, or orders any other IP port with a
minimum circuit term commitment of [ * ], Limelight shall
receive the Additional IP Port at a rate of [ * ] Mbps.
C. In addition if Limelight agrees to waive the [ * ] period, as
noted in B above, the [ * ] Mbps minimum on the existing
Gigabit Ethernet port shall be reduced to a [ * ] month port
term commitment.
3. Any cost associated with entrance facilities shall utilize the pricing
set forth in the Interconnection Entrance Facilities Schedule, attached
here to a made a part hereof, and identified as Exhibit D.
4. This Amendment shall not prejudice any right or obligation that Global
Crossing may have to assume or reject the Agreement under the United
States Bankruptcy Code. Global Crossing expressly reserves the right to
make such an election until it can more fully assess the impact that
decision may have on its business and creditors and before, and subject
to the requisite approval of, the United States Bankruptcy Court for
the Southern District of New York.
5. The balance of the Agreement and any executed amendments or addenda
thereto not modified by this Amendment #1 shall remain in full force
and effect.
6. This Amendment #1 is effective as of the date signed by Global Crossing
below.
Global Crossing Bandwidth, Inc. LimeLight Networks, LLC
By: /s/ Gregory L. Spraetz By: /s/ William H. Rinehart
----------------------------------- ------------------------------
Gregory L. Spraetz, Vice President William H. Rinehart, President
North American Carrier Services
Date: ___________________________ Date: ________________________
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
<PAGE>
Exhibit D
Page 1 of 1
INTERCONNECTION ENTRANCE FACILITIES PRICING SCHEDULE
Interconnection
Entrance Facilities
Required
--------
Monthly Install
Applications (MRC) (NRC)
------------ ----- -----
STD. ELECTRICAL
POTS
DS-1 / T-1 / E-1* [ * ] [ * ]
DS-3 / T-3 / E-3* [ * ] [ * ]
STD. OPTICAL
OC-3 / STM-1* [ * ] [ * ]
OC-12 / STM-4* [ * ] [ * ]
OC-48 / STM-16* [ * ] [ * ]
IP/OTHER
10/100 Ethernet* [ * ] [ * ]
Gigabit Ethernet* [ * ] [ * ]
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
2
<PAGE>
AMENDMENT #2 TO BANDWIDTH/CAPACITY AGREEMENT
LimeLight Networks, LLC
April 2, 2002
This is Amendment #2 to the Bandwidth/Capacity Agreement between Global Crossing
Bandwidth, Inc. ("GLOBAL CROSSING") and LimeLight Networks, LLC ("LIMELIGHT" or
"PURCHASER"), dated August 29, 2001, as amended (the "Agreement").
1. Except as otherwise stated, capitalized terms used herein have the same
meaning as set forth in the Agreement.
2. LimeLight's Minimum Periodic Charge, as identified in Section 3.13 under
the Agreement, shall be modified as follows:
"3.13 MINIMUM PERIODIC CHARGE: Beginning with LimeLight's first (1st.)
Billing Cycle following the execution of this Amendment #2 by Global
Crossing, LimeLight shall be liable for the following minimum
charge(s) per Billing Cycle for all of the Services (the "MINIMUM
CHARGE").
BILLING CYCLE MINIMUM CHARGE
------------- --------------
First Billing Cycle [ * ]
Second Billing Cycle [ * ]
Third Billing Cycle [ * ]
Fourth Billing Cycle [ * ]
Fifth Billing Cycle [ * ]
Sixth Billing Cycle [ * ]
Seventh Billing Cycle [ * ]
Eighth Billing Cycle [ * ]
Ninth Billing Cycle (June 2002) and each Billing Cycle thereafter See Exhibit C(a), 1. E.
If LimeLight's net charges (after any available discounts hereunder)
for the Services during a Billing Cycle are less than the Minimum
Charge, LimeLight shall pay the shortfall. Governmental assessments
and surcharges, non-recurring charges, local loop and third party
and regulatory pass-through charges are not included when
calculating the Minimum Charge."
3. The second paragraph of the IP Transit Schedule, Exhibit C, Section 4.
under the Agreement shall be restated as follows:
"Upon signature of a Service Request (SR) by LimeLight, the Parties agree
that the SR constitutes a firm IP Transit circuit order."
4. Item 2 of Amendment #1 shall be deleted in it's entirety.
5. Exhibit C(a), as identified under the Agreement, shall be modified to
reflect new pricing as identified in Amended Exhibit C(a). The revised
monthly recurring charges are effective as of March 1, 2002, for all
existing IP Transit circuits and for all IP Transit circuit orders placed
on a go forward basis.
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
1
<PAGE>
6. The balance of the Agreement and any executed amendments or addenda
thereto not modified by this Amendment #2 shall remain in full force and
effect.
7. This Amendment #2 is effective as of the date signed by Global Crossing
below.
Global Crossing Bandwidth, Inc. LimeLight Networks, LLC
By: /s/ Gregory L. Spraetz By: /s/ William H. Rinehart
-------------------------------- -------------------------------
Gregory L. Spraetz, Vice President William H. Rinehart, President
North American Carrier Services
Date: Date:
------------------------------ -----------------------------
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
2
<PAGE>
Amended Exhibit C(a)
Page 1 of 3
IP TRANSIT SERVICE RATE SCHEDULE
(CUSTOMER SPECIFIC)
1. MONTHLY RECURRING CHARGES (MRC)
A. T-1 IP TRANSIT PRICING (MRC) $ PER FULL T-1.
AGGREGATE # OF T-1S 1 YEAR TERM 2 YEAR TERM
------------------- ----------- -----------
1+ T-1s [ * ] [ * ]
B. DS-3 / OC-X / FE AND GE COMMITTED BANDWIDTH IP TRANSIT PRICING (MRC)
$ PER Mbps.
These prices are valid provided LimeLight's overall traffic ratio
for all circuits is greater than or equal to [ * ] "Inbound Traffic"
(from LimeLight to the Global Crossing backbone network) to
"Outbound Traffic" (from the Global Crossing backbone network to
LimeLight).
Global Crossing retains the right to place any of LimeLight's
Gigabit Ethernet traffic on a switch, rather than a router, until
Global Crossing orders and installs a card to send such traffic to a
router. In these situations, LimeLight will be required to provide
an up to date forecast to Global Crossing on the future traffic
growth over the next three (3) months of the particular port.
C. Each Billing Cycle, at Global Crossing's sole discretion, Global
Crossing will measure LimeLight's [ * ] traffic ratio of all
circuits. If such overall traffic ratio of all circuits is less then
[ * ] "Inbound Traffic" (from LimeLight to the Global Crossing
backbone network) to "Outbound Traffic" (from the Global Crossing
backbone network to LimeLight), LimeLight will be assessed a [ * ]
surcharge for all traffic on such circuits for such Billing Cycle.
D. Should LimeLight be assessed a surcharge, in accordance with Section
1.C. above, for a period of [ * ] consecutive Billing Cycles, Global
Crossing agrees, at it's sole discretion, to re-evaluate LimeLight's
terms and conditions of this IP Transit Service.
ALL IP TRANSIT CIRCUITS INTERCONNECTING TO THE LOCATIONS IDENTIFIED
IN THE TABLES BELOW SHALL BE PRICED AT [ * ] PER Mbps
NORTH AMERICA*
------------------------------------------------------------
POP ADDRESS
---- ------------------------------------------------
ATL1 250 Williams Street, Suite 2120, Atlanta, GA
CHI1 101 North Wacker Drive, Suite 310, Chicago, IL
DAL1 2323 Bryan Street, Suite 900, Dallas, TX
JFK 60 Hudson Street, Room 204, New York City, NY
LAX1 624 South Grand, Suite 1020, Los Angeles, CA
PAO2 529 Bryan Street, Palo Alto, CA
SEA1 2001 6th Avenue, Suite 1604, Seattle, WA
SFO1 274 Brannan Street, Suite 504, San Francisco, CA
WDC2 1220 L Street, 6th Floor, Washington D.C.
NYC2 111 Eighth Avenue, New York City, NY
----------
*ALL OTHER NORTH AMERICAN LOCATIONS NOT LISTED ABOVE WILL BE PRICED AT [ * ] PER
Mbps.
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
3
<PAGE>
Amended Exhibit C(a)
Page 2 of 3
EUROPE**
----------------------------------------------------------------------
POP ADDRESS
---- ----------------------------------------------------------
AMS2 Joop Geesinkweg 401-404 1096 AX Amsterdam, The Netherlands
CDG2 7-9 Rue Petit 92310 Clichy, Paris, France
FRA2 Kleyerstrasse 82, Frankfurt, Germany
LIN1 Via San Giusto 51, Milan, Italy
LON3 2040 East India Dock Road E14 9YY, London, UK
----------
**ALL OTHER EUROPEAN LOCATIONS NOT LISTED ABOVE WILL BE ON AN INDIVIDUAL CASE
BASIS (ICB).
ALL EQUINIX LOCATIONS***
---------------------------------------------------
CITY LOCATION
---------- -------------------------------
ASHBURN VA 21711 Filigree Court Building F
LOS ANGELES, CA 600 W 7th Street
DALLAS, TX(N) 1950 Stemmons
NEWARK, NJ(N) 165 Halsey
CHICAGO, IL(N) 350 E Cermack
SECAUCUS, NJ(N) 275 Hartz Way Secaucus, NJ
SAN JOSE, CA(N) 11 Great Oaks
----------
***ALL OTHER EQUINIX LOCATIONS NOT LISTED ABOVE WILL BE ON AN ICB BASIS.
(N) THESE LOCATIONS MAY BE SUBJECT TO LOCAL ACCESS CHARGES. IF GLOBAL CROSSING
BUILDS OUT TO THESE FACILITIES WITH A ROUTER LIKE GLOBAL CROSSING HAS DONE FOR
LIMELIGHT IN THE ASHBURN, VA AND LOS ANGELES, CA LOCATIONS, THEN NO ADDITIONAL
LOCAL ACCESS CHARGES WILL APPLY.
Note: Going forward, other locations that come to have the same
characteristics as those listed in the above tables will be added to
these tables periodically by Global Crossing.
E. In return for the [ * ] rate above (or [ * ] as applicable),
commencing October 1, 2002, Global Crossing will charge LimeLight
for a minimum of [ * ] per month whether [ * ] has been utilized or
not.
Global Crossing agrees to review LimeLight's June 2002 IP Transit
Service usage at months end to ensure that LimeLight has reached a
minimum of [ * ] of aggregate traffic per month. Provided LimeLight
has reached [ * ] then the [ * ] Mbps rate (or [ * ] as applicable)
listed above will remain in place and Global Crossing will continue
to charge LimeLight for a minimum [ * ] per month commencing October
1, 2002. However, if the review of LimeLight's June 2002 IP Transit
Service usage reveals that LimeLight has not reached at least [ * ]
of aggregate traffic by such time, then commencing July 1, 2002, all
existing IP Transit circuits and any circuits ordered on a going
forward basis will be at a rate of [ * ] as applicable). In that
event, commencing October 1, 2002, Global Crossing will charge
LimeLight for a minimum of [ * ] per month whether [ * ] has been
utilized or not.
F. Any circuits ordered within [ * ] of the expiration of the Initial
Term of the Agreement (on or after [ * ]) will need Global
Crossing's approval. Any circuit approved and ordered will have a
term that is concurrent with the Term of this Agreement.
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
4
<PAGE>
Exhibit C(a)
Page 3 of 3
2. NON-RECURRING CHARGES (NRC)
INSTALL CHARGE
--------------
MINIMUM 1 YEAR 2 YEAR CANCELLATION
PORT BANDWIDTH** TERM TERM FEE
-------------- --------------- ------ ------ ------------
T-1 1.544 Mbps [ * ] [ * ] [ * ]
DS-3 10 Mbps [ * ] [ * ] [ * ]
OC-3 45 Mbps [ * ] [ * ] [ * ]
OC-12 160 Mbps [ * ] [ * ] [ * ]
OC-48* 500 Mbps [ * ] [ * ] [ * ]
Fast Ethernet* 10 Mbps [ * ] [ * ] [ * ]
1 year term:
100 Mbps;
Gigabit 2 year term:
Ethernet* 10 Mbps
months 1-6 and
100 Mbps
for the balance
of the term(n) [ * ] [ * ] [ * ]
----------
NOTES:
*OC-48, Fast Ethernet and Gigabit Ethernet ports are available at select
locations only.
**For DS-3 circuits and above, bandwidth can be purchased in increments of
5 Mbps above the minimum to the maximum bandwidth of the applicable
circuit.
(n)All existing and new Gigabit Ethernet circuits will have a 100 Mbps
minimum on a go forward basis.
3. BURSTABLE BILLING CALCULATION AND CHARGES
A. Burstable billing is available on DS-3 circuits and above. For
Burstable billing, the table above represents the committed
bandwidth rate. The total utilized bandwidth is derived from a 95/5
calculation as described below. The bandwidth utilized over and
above the committed bandwidth amount, the bursted bandwidth, will be
billed at 100% of the committed bandwidth rate as described below.
Volume price breaks do not apply if volume threshold is surpassed
due to bursted bandwidth.
B. Upon completion of each Billing Cycle during the Term, Global
Crossing shall calculate the Bursted Bandwidth Charge for such
Billing Cycle applicable to the [ * ] circuits for which LimeLight
has ordered burstable billing according to the following formula:
[ * ] Bursted Bandwidth Charge =
(Total [ * ]Utilized Bandwidth* -- Total [ * ]Committed Bandwidth) x
(Committed Bandwidth rate per Mbps for Circuits x 1.00)
* Total [ * ] Utilized Bandwidth shall be calculated as follows:
Global Crossing shall poll the Global Crossing routers for ingress
and egress usage on each respective circuit approximately every five
minutes. The [ * ] ingress and egress numbers for each poll shall be
stack ranked. Upon the close of each of LimeLight's Billing Cycles,
the top 5% of the [ * ] ingress and aggregate egress usage numbers
shall be discarded. The next highest measurement, the greater of
the [ * ] ingress or [ * ] egress, shall constitute the Total [ * ]
Utilized Bandwidth for the applicable circuits for the applicable
Billing Cycle.
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
5
<PAGE>
AMENDMENT #3 TO BANDWIDTH/CAPACITY AGREEMENT
LimeLight Networks, LLC
May 3, 2002
This is Amendment #3 to the Bandwidth/Capacity Agreement between Global Crossing
Bandwidth, Inc. ("GLOBAL CROSSING") and LimeLight Networks, LLC ("LIMELIGHT" or
"PURCHASER"), dated August 29, 2001, as amended (the "Agreement").
1. Except as otherwise stated, capitalized terms used herein have the same
meaning as set forth in the Agreement.
2. Global Crossing has approved a second colocation site for LimeLight as
provided in the attached Exhibit B(b).
3. The balance of the Agreement and any executed amendments or addenda
thereto not modified by this Amendment #3 shall remain in full force and
effect.
4. This Amendment #3 is effective as of the date signed by Global Crossing
below.
Global Crossing Bandwidth, Inc. LimeLight Networks, LLC
By: /s/ Gregory L. Spraetz By: /s/ William H. Rinehart
-------------------------------- -------------------------------
Gregory L. Spraetz, Vice President William H. Rinehart, President
North American Carrier Services
Date: Date:
------------------------------ -----------------------------
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
1
<PAGE>
(GLOBAL CROSSING LOGO)
Exhibit B(b)
Page 1 of 1
COLOCATION SCHEDULE #2
EQUIPMENT, SPACE AND POWER REQUIREMENTS
All terms and conditions as presented under the Agreement for the Colocation
Service are applicable unless otherwise stated below and become incorporated
herein.
Customer Name: LimeLight Networks, LLC
Global Crossing Switch Site Location: 801 S. 16th. Street, 1st. Floor,
Phoenix, AZ
Minimum Term : 1 Year
Commencement Date: May 15, 2002
Monthly Recurring Charge: [ * ]
Non-Recurring Charges: [ * ]
Additional Power: [ * ]
If applicable, Make Ready Fees will be applied to LimeLight's Invoice.
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
2
<PAGE>
AMENDMENT #4 TO BANDWIDTH/CAPACITY AGREEMENT
LimeLight Networks, LLC
June 5, 2002
This is Amendment #4 to the Bandwidth/Capacity Agreement between Global Crossing
Bandwidth, Inc. ("GLOBAL CROSSING") and LimeLight Networks, LLC ("LIMELIGHT" or
"PURCHASER"), dated August 29, 2001, as amended (the "Agreement").
1. Except as otherwise stated, capitalized terms used herein have the same
meaning as set forth in the Agreement.
2. Global Crossing shall add the Phoenix POP to the list of North American IP
Transit circuits as identified in Amended Exhibit C(a) of Amendment #2.
The revised monthly recurring charge is effective as of March 1, 2002, for
all existing IP Transit circuits and for all IP Transit circuit orders
placed on a go forward basis.
NORTH AMERICA*
-------------------------------------------------------
POP ADDRESS
---- ---------------------------------------
PHX1 801 South 16th Street, Phoenix, Arizona
----------
*ALL OTHER NORTH AMERICAN LOCATIONS NOT LISTED ABOVE WILL BE PRICED AT [ * ] PER
Mbps.
3. The balance of the Agreement and any executed amendments or addenda
thereto not modified by this Amendment #4 shall remain in full force and
effect.
4. This Amendment #4 is effective as of the date signed by Global Crossing
below.
Global Crossing Bandwidth, Inc. LimeLight Networks, LLC
By: /s/ Gregory L. Spraetz By: /s/ William H. Rinehart
-------------------------------- -------------------------------
Gregory L. Spraetz, Vice President William H. Rinehart, President
North American Carrier Services
Date: Date:
------------------------------ -----------------------------
(GLOBAL CROSSING LOGO)
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
1
<PAGE>
AMENDMENT #5 TO BANDWIDTH/CAPACITY AGREEMENT
LimeLight Networks, LLC
June 20, 2002
This is Amendment #5 to the Bandwidth/Capacity Agreement between Global Crossing
Bandwidth, Inc. ("GLOBAL CROSSING") and LimeLight Networks, LLC ("LIMELIGHT" or
"PURCHASER"), dated August 29, 2001, as amended (the "Agreement").
1. Except as otherwise stated, capitalized terms used herein have the same
meaning as set forth in the Agreement.
2. Limelight's Payment Due Date, as identified in Section 3.7 under the
Agreement, shall be modified to reflect [ * ] calendar days. All other
terms and conditions of such section shall remain the same.
3. The balance of the Agreement and any executed amendments or addenda
thereto not modified by this Amendment #5 shall remain in full force and
effect.
4. This Amendment #5 is effective as of the date signed by Global Crossing
below.
Global Crossing Bandwidth, Inc. LimeLight Networks, LLC
By: /s/ Gregory L. Spraetz By: /s/ William H. Rinehart
-------------------------------- -------------------------------
Gregory L. Spraetz, Vice President William H. Rinehart, President
North American Carrier Services
Date: Date:
------------------------------ -----------------------------
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
<PAGE>
(GLOBAL CROSSING LOGO)
AMENDMENT #6 TO BANDWIDTH/CAPACITY AGREEMENT
LIMELIGHT NETWORKS, LLC
JANUARY 16, 2003
This is Amendment #6 to the Carrier Service Agreement between Global Crossing
Bandwidth, Inc., on behalf of itself and its affiliates that may provide a
portion of the services hereunder ("GLOBAL CROSSING") and LimeLight Networks,
LLC ("LIMELIGHT" or "PURCHASER"), dated August 29, 2001, as amended (the
"AGREEMENT").
1. Except as otherwise stated, capitalized terms used herein shall have the
same meaning as set forth in the Agreement.
2. LimeLight requests to Colocate with Global Crossing in Phoenix, Arizona,
as set out in Exhibit E, attached to this Amendment.
3. All revised rates attached hereto and made a part hereof will be effective
with LimeLight's first full Billing Cycle following the execution of this
Amendment# 6 by Global Crossing.
4. The balance of the Agreement and any executed amendments or addenda
thereto not modified by this Amendment #6 shall remain in full force and
effect.
5. This Amendment #6 is effective as of the date signed by Global Crossing
below.
Global Crossing Bandwidth, Inc. LimeLight Networks, LLC
By: /s/ Barrett O. MacCheyne By: /s/ William H. Rinehart
----------------------------------------- -------------------------------
Barrett O. MacCheyne, Sr. Vice President William H. Rinehart, President
North American Carrier Services
Date: Date:
--------------------------------------- -----------------------------
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
1
<PAGE>
Exhibit E
Page 1 of 1
COLOCATION SCHEDULE #1
EQUIPMENT, SPACE AND POWER REQUIREMENTS
All terms and conditions as presented under the Agreement for the Colocation
Service are applicable unless otherwise stated below and become incorporated
herein.
Customer Name: LimeLight Networks, LLC
Global Crossing Switch Site Location: 801 S. 16th Street, 1st Floor
Phoenix, Arizona
Minimum Term : One (1) Year
Commencement Date: Within two (2) weeks after execution of this Amendment #6
Monthly Recurring Charge: $ [ * ]
Non-Recurring Charges: [ * ]
If applicable, Make Ready Fee: [ * ]
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
2
<PAGE>
AMENDMENT #7 TO BANDWIDTH/CAPACITY AGREEMENT
LIMELIGHT NETWORKS, LLC
JANUARY 31, 2003
This is Amendment #7 to the Carrier Service Agreement between Global Crossing
Bandwidth, Inc., on behalf of itself and its affiliates that may provide a
portion of the services hereunder ("GLOBAL CROSSING") and LimeLight Networks,
LLC ("LIMELIGHT" or "Purchaser"), dated August 29, 2001, as amended (the
"AGREEMENT").
1. Except as otherwise stated, capitalized terms used herein shall have the
same meaning as set forth in the Agreement.
2. The GOVERNING LAW provision of the Agreement, as identified in Section 16
thereof, as amended, shall be deleted in its entirety, and replaced with
the following:
16. GOVERNING LAW:
This Agreement will be construed and enforced in accordance with the
laws of the State of New York, without regard to its choice of law
principles. The Parties agree that any action related to this Agreement
shall be brought and maintained only in a Federal or State court of
competent jurisdiction located in Monroe County, New York. The Parties
each consent to the jurisdiction and venue of such courts and waive any
right to object to such jurisdiction and venue.
3. The NOTICES provision of the Agreement, as identified in Section 17
thereof, as amended, shall be deleted in its entirety, and replaced with
the following: :
17. NOTICES:
All notices, including but not limited to, demands, requests and other
communications required or permitted hereunder (not including Invoices)
shall be in writing and shall be deemed given: (i) when delivered in
person, (ii) 24 hours after deposit with an overnight delivery service
for next day delivery, (iii) the same day when sent by facsimile
transmission during normal business hours, receipt confirmed by
sender's equipment, or (iv) three Business Days after deposit in the
United States mail, postage prepaid, registered or certified mail,
return receipt requested, and addressed to the recipient Party at the
address set forth below:
If to Global Crossing: Global Crossing Bandwidth, Inc.
161 Chestnut Street
One City Centre, 3rd Floor
Rochester, New York 14604
Attention: Senior Vice President,
North American Carrier Services
Facsimile # (585) 262-6263
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
1
<PAGE>
with a copy to: Global Crossing Bandwidth, Inc.
161 Chestnut Street
One City Centre, 3rd Floor
Rochester, New York 14604
Attention: Manager, National Contract Admin.
Facsimile # (585) 454-5825
If to LimeLight: LimeLight Networks, LLC
8936 N. Central Avenue
Phoenix, AZ 85020
Attn: Gary Baldus, Vice President of
Corporate Development
Facsimile #: (602) 850-5001
4. LimeLight's Minimum Periodic Charge, as last set out in Section 2 of
Amendment #2, shall be modified as follows:
"3.13 MINIMUM PERIODIC CHARGE: Beginning with LimeLight's October, 2002
Billing Cycle, LimeLight shall be liable for the following minimum
charge(s) per Billing Cycle for all of the Services (the "MINIMUM
CHARGE").
BILLING CYCLES MINIMUM CHARGE
Oct, Nov & Dec, 2002 Per Amended Exhibit C(a)attached
to this Amendment
January, 2003 and each
Bill Cycle thereafter [ * ]
If LimeLight's net charges (after any available discounts hereunder)
for the Services during a Billing Cycle are less than the Minimum
Charge, LimeLight shall pay the shortfall. Governmental assessments
and surcharges, non-recurring charges, local loop and third party and
regulatory pass-through charges are not included when calculating the
Minimum Charge."
5. LimeLight's IP Transit rates, last set out in Amended Exhibit C(a), of
Amendment #2, shall be replaced in its entirety as set out in Amended
Exhibit C(a) attached to this Amendment #6.
6. LimeLight's Interconnection Entrance Facilities Pricing for DS-1/ T-1 / E-1
last set out in Amended #1 Exhibit D, shall be deleted and specified in the
new Exhibit C(a) as attached
7. LimeLight requests subscription to Global Crossing's International Private
Line Service as set out on Exhibit E, attached to this Amendment and may
order specific circuits, in accordance with, and at the prices included in,
the attached Private Line Service Order Form, incorporated into, and made a
part of, this Amendment.
8. LimeLight requests subscription to Global Crossing's Mid Span Meet Access
Service as set out in Exhibit F attached to this Amendment #6.
9. Global Crossing will extend NRC charges of [ * ] and above over a [ * ]
period to ease the barrier to entry for new sites.
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
2
<PAGE>
10. Global Crossing agrees to waive the [ * ] revenue commitment for Colocation
services for Limelight and agrees to replace the Agreement's Exhibit B
number 9 as follows:
RATES AND CHARGES: LimeLight shall be charged for Colocation Space at the
rates set out below.
MONTHLY RECURRING CHARGES
MRC per Rack or Cabinet [ * ] (with [ * ] of power)
--------------------------------------------------------------------------------
Additional Power [ * ]
--------------------------------------------------------------------------------
NON RECURRING CHARGES:
NRC per Rack/Cabinet per site [ * ]
--------------------------------------------------------------------------------
Colocation Site [ * ]
--------------------------------------------------------------------------------
Make Ready Fee [ * ]
--------------------------------------------------------------------------------
Dispatch Fees: [ * ] per hour (I hour minimum) for unmanned sites during
business hours (Monday through Friday 8:00 am to 6:00 p.m.) and [ * ] per
hour (2 hour minimum,) for unmanned sites during non-business hours and
nationally recognized holidays.
11. All revised rates are attached hereto and made a part hereof, and so long
as LimeLight signs this Amendment and returns it to Global Crossing no
later than the close of business on February 4, 2002, will be effective on
a go forward basis with LimeLight's Billing Cycle commencing January 1,
2003. In the event the Amendment is not returned by said date), the new
rates will be effective with LimeLight's first full Biling Cycle following
the execution of this Amendment #7 by Global Crossing.
12. The revised IP Transit monthly recurring charges are effective as of
LimeLights Billing Cycle commencing on January 1, 2003, so long as
LimeLight signs this Amendment and returns it to Global Crossing no later
than the close of business on February 4, 2002 In the event the Amendment
is not returned by said date, the new rates will be effective with
LimeLight's first full Biling Cycle following the execution of this
Amendment #7 by Global Crossing.
13. The balance of the Agreement and any executed amendments or addenda thereto
not modified by this Amendment #7 shall remain in full force and effect.
14. This Amendment #7 is effective as of the date signed by Global Crossing
below.
Global Crossing Bandwidth, Inc. LimeLight Networks, LLC.
By: /s/ Gregory L. Spraetz By: /s/ William H. Rinehart
----------------------------------- -----------------------------
Gregory L. Spraetz, Vice President William H. Rinehart, President
North American Carrier Services
Date: Date:
------------------------------- ---------------------------
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
3
<PAGE>
Amended Exhibit C(a)
Page 1 of 3
IP TRANSIT SERVICE RATE SCHEDULE
(CUSTOMER SPECIFIC)
1. MONTHLY RECURRING CHARGES (MRC) AND NON-RECURRING CHARGES (NRC)
a. New DS-1 MRC & NRC, as set in the table below.
MRC NRC CANCELLATION FEE INTERCONNECTION FEE
FULL PIPE 1YEAR TERM 1YEAR TERM 1 YEAR TERM 1YEAR TERM
--------------------------------------------------------------------------------
DS-1 [ * ] [ * ] [ * ] [ * ]
--------------------------------------------------------------------------------
*Provided LimeLight orders its own local loop.
3. MONTHLY RECURRING CHARGES (MRC)
A. New DS-3 / OC-x / FE and GE Committed Bandwidth IP Transit Pricing
(MRC) $ Per Mbps.
These prices are valid provided LimeLight's overall traffic ratio for
all circuits is greater than or equal to [ * ] "Inbound Traffic" (from
LimeLight to the Global Crossing backbone network) to "Outbound
Traffic" (from the Global Crossing backbone network to LimeLight).
Global Crossing retains the right to place any of LimeLight's Gigabit
Ethernet traffic on a switch, rather than a router, until Global
Crossing orders and installs a card to send such traffic to a router.
In these situations, LimeLight will be required to provide an up to
date forecast to Global Crossing on the future traffic growth over the
next three (3) months of the particular port.
B. Each Billing Cycle, at Global Crossing's sole discretion, Global
Crossing will measure LimeLight's [ * ] traffic ratio of all circuits.
If such overall traffic ratio of all circuits is less then [ * ]
"Inbound Traffic" (from LimeLight to the Global Crossing backbone
network) to "Outbound Traffic" (from the Global Crossing backbone
network to LimeLight), LimeLight will be assessed a [ * ] surcharge
for all traffic on such circuits for such Billing Cycle.
C. Should LimeLight be assessed a surcharge, in accordance with Section
1.C. above, for a period of [ * ] consecutive Billing Cycles, Global
Crossing agrees, at it's sole discretion, to re-evaluate LimeLight's
terms and conditions of this IP Transit Service.
ALL IP TRANSIT CIRCUITS INTERCONNECTING TO THE LOCATIONS IDENTIFIED IN THE
TABLES BELOW SHALL BE PRICED AT [ * ] Mbps
NORTH AMERICA*
--------------------------------------------------------------------------------
POP ADDRESS
--------------------------------------------------------------------------------
ATL1 250 Williams Street, Suite 2120, Atlanta, GA
--------------------------------------------------------------------------------
CHI1 101 North Wacker Drive, Suite 310, Chicago, IL
--------------------------------------------------------------------------------
DAL1 2323 Bryan Street, Suite 900, Dallas, TX
--------------------------------------------------------------------------------
JFK 60 Hudson Street, Room 204, New York City, NY
--------------------------------------------------------------------------------
LAX1 624 South Grand, Suite 1020, Los Angeles, CA
--------------------------------------------------------------------------------
PAO2 529 Bryan Street, Palo Alto, CA
--------------------------------------------------------------------------------
SEA1 2001 6th Avenue, Suite 1604, Seattle, WA
--------------------------------------------------------------------------------
SFO1 274 Brannan Street, Suite 504, San Francisco, CA
--------------------------------------------------------------------------------
WDC2 1220 L Street, 6th Floor, Washington D.C.
--------------------------------------------------------------------------------
NYC2 111 Eighth Avenue, New York City, NY
--------------------------------------------------------------------------------
PHX1 801 South 16th Street, Phoenix, Arizona
--------------------------------------------------------------------------------
*ALL OTHER NORTH AMERICAN LOCATIONS NOT LISTED ABOVE WILL BE PRICED AT [ * ].
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
4
<PAGE>
Amended Exhibit C(a)
Page 2 of 3
EUROPE**
POP ADDRESS
--------------------------------------------------------------------------------
AMS2 Joop Geesinkweg 401-404 1096 AX Amsterdam, The Netherlands
--------------------------------------------------------------------------------
CDG2 7-9 Rue Petit 92310 Clichy, Paris, France
--------------------------------------------------------------------------------
FRA2 Kleyerstrasse 82, Frankfurt, Germany
--------------------------------------------------------------------------------
LIN1 Via San Giusto 51, Milan, Italy
--------------------------------------------------------------------------------
LON3 2040 East India Dock Road E14 9YY, London, UK
--------------------------------------------------------------------------------
**ALL OTHER EUROPEAN LOCATIONS NOT LISTED ABOVE WILL BE ON AN INDIVIDUAL
CASE BASIS (ICB).
ALL EQUINIX LOCATIONS***
CITY LOCATION
--------------------------------------------------------------------------------
ASHBURN VA 21711 Filigree Court Building F
--------------------------------------------------------------------------------
LOS ANGELES, CA 600 W 7th Street
--------------------------------------------------------------------------------
DALLAS, TX(N) 1950 Stemmons
--------------------------------------------------------------------------------
NEWARK, NJ(N) 165 Halsey
--------------------------------------------------------------------------------
CHICAGO, IL(N) 350 E Cermack
--------------------------------------------------------------------------------
SECAUCUS, NJ(N) 275 Hartz Way Secaucus, NJ
--------------------------------------------------------------------------------
SAN JOSE, CA(N) 11 Great Oaks
--------------------------------------------------------------------------------
***ALL OTHER EQUINIX LOCATIONS NOT LISTED ABOVE WILL BE ON AN ICB BASIS.
(N) THESE LOCATIONS MAY BE SUBJECT TO LOCAL ACCESS CHARGES. IF GLOBAL CROSSING
BUILDS OUT TO THESE FACILITIES WITH A ROUTER LIKE GLOBAL CROSSING HAS DONE FOR
LIMELIGHT IN THE ASHBURN, VA AND LOS ANGELES, CA LOCATIONS, THEN NO ADDITIONAL
LOCAL ACCESS CHARGES WILL APPLY.
Note: Going forward, other locations that come to have the same
characteristics as those listed in the above tables will be added to these
tables periodically by Global Crossing.
D. In return for the [ * ] rate above (or [ * ] as applicable), commencing
January 1, 2003, Global Crossing will charge LimeLight for a minimum of
[ * ] per month whether [ * ] has been utilized or not. In addition, for
all traffic above the [ * ] level, Global Crossing will charge Limelight
at a rate of [ * ].
E. Any circuits ordered within one (1) year of the expiration of the Initial
Term of the Agreement (on or after August 29, 2003) will need Global
Crossing's approval. Any circuit approved and ordered will have a term that
is concurrent with the Term of -- this Agreement.
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
5
<PAGE>
Amended Exhibit C(a)
Page 3 of 3
DS-3 AND ABOVE NON-RECURRING CHARGES (NRC)
INSTALL CHARGE
MINIMUM 1 YEAR 2 YEAR CANCELLATION
PORT BANDWIDTH** TERM TERM FEE
--------------------------------------------------------------------------------
DS-3 10 Mbps [ * ] [ * ] [ * ]
--------------------------------------------------------------------------------
OC-3 45 Mbps [ * ] [ * ] [ * ]
--------------------------------------------------------------------------------
OC-12 160 Mbps [ * ] [ * ] [ * ]
--------------------------------------------------------------------------------
OC-48* 500 Mbps [ * ] [ * ] [ * ]
--------------------------------------------------------------------------------
Fast Ethernet* 10 Mbps [ * ] [ * ] [ * ]
--------------------------------------------------------------------------------
1 year term: 100 Mbps;
2 year term: 10 Mbps
Gigabit months 1-6 and
Ethernet* 100 Mbps
for the balance
of the term(n) [ * ] [ * ] [ * ]
--------------------------------------------------------------------------------
NOTES:
*OC-48, Fast Ethernet and Gigabit Ethernet ports are available at select
locations only.
**For DS-3 circuits and above, bandwidth can be purchased in increments of 5
Mbps above the minimum to the maximum bandwidth of the applicable circuit.
(n)All existing and new Gigabit Ethernet circuits will have a 100 Mbps minimum
on a go forward basis.
3. BURSTABLE BILLING CALCULATION AND CHARGES
A. Burstable billing is available on DS-3 circuits and above. For
Burstable billing, the table above represents the committed bandwidth
rate. The total utilized bandwidth is derived from a 95/5 calculation
as described below. The bandwidth utilized over and above the
committed bandwidth amount, the bursted bandwidth, will be billed at
100% of the committed bandwidth rate as described below. Volume price
breaks do not apply if volume threshold is surpassed due to bursted
bandwidth.
B. Upon completion of each Billing Cycle during the Term, Global Crossing
shall calculate the Bursted Bandwidth Charge for such Billing Cycle
applicable to the [ * ] of all circuits for which LimeLight has
ordered burstable billing according to the following formula:
[ * ] Bursted Bandwidth Charge =
(Total [ * ]Utilized Bandwidth* -- Total [ * ]Committed Bandwidth) x
(Committed Bandwidth rate per Mbps for Circuits x 1.00)
* Total [ * ]Utilized Bandwidth shall be calculated as follows:
Global Crossing shall poll the Global Crossing routers for ingress and
egress usage on each respective circuit approximately every five
minutes. The [ * ] the ingress and egress numbers for each poll shall
be stack ranked. Upon the close of each of LimeLight's Billing Cycles,
the top 5% of the [ * ] ingress and aggregate egress usage numbers
shall be discarded. The next highest measurement, the greater of the [
* ]ingress or [ * ]egress, shall constitute the Total [ * ] Utilized
Bandwidth for the applicable circuits for the applicable Billing
Cycle.
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
6
<PAGE>
Exhibit E
Page 1 of 7
SPECIFIC SERVICE TERMS AND CONDITIONS
FOR
PRIVATE LINE SERVICE
Private Line Service. These are the specific terms and conditions for Private
Line Service, together with the Order Form shall become an Appendix to the
Agreement.
I. SPECIFIC SERVICE TERMS AND CONDITIONS
1. Private Line Service provides point-to-point connectivity over a dedicated
circuit between city pairs (for example, New York -- London, Amsterdam -
Rotterdam) on the Global Crossing Network. Availability of specific city
pairs will be confirmed with Global Crossing at time of order. Support and
maintenance are provided by the Global Crossing Customer Support Center.
2. Circuits may be available at speeds of T1, E1, E3, DS3, STM1/OC3,
STM4/OC12, or STM16/OC48 depending upon capacity available and geographical
reach. Lower speeds may be available in certain circumstances upon
Limelight inquiry. Availability will be confirmed with Global Crossing at
time of order. The selected type of service, pricing and length of circuit
term commitment shall be specified on the Order Form. At the conclusion of
the circuit term commitment (or any extension thereof) for any Service,
such circuit term commitment shall automatically be extended at the same
rates, terms and conditions for subsequent [ * ] periods unless terminated
by either Party upon written notice delivered not less than sixty (60) days
prior to the expiration of the current circuit term commitment (or any
extension thereof). The Service is designed to comply with ETSI and ITU-T
recommendations, including specifically ITU-T recommendation G.826 for
error performance.
4. The Service is further subdivided between Global Crossing POP to Global
Crossing POP Service ("POP to POP") and Limelight Premises to Limelight
Premises Service ("Prem to Prem") categories. Limelight's selection between
these two options shall be indicated on the Order Form.
4.1 "POP to POP" is between Global Crossing POPs, with Limelight
self-provided or self-arranged local access.
4.1.1 Where Limelight chooses "POP to POP" Service, Global Crossing
will charge a POP Interconnection Fee, which is a monthly
recurring charge ("MRC") for access connections involving third
party vendors. This POP Interconnection Fee is chargeable in
respect of the cross-connection between the access vendor's
circuit and the Global Crossing Network, and (if applicable) in
respect of the allocation to Limelight of capacity from an access
vendor already co-located at a Global Crossing POP. The POP
Interconnection Fee varies depending upon the circuit speed of
the access connection and can be found in Amendment 1 Exhibit D.
4.2 If local loop access at each end of the circuit to Limelight's
premises is supplied by Global Crossing on a Global Crossing-owned
city ring or Metro Network, the Service will also be classified as
"POP to POP".
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
7
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Exhibit E
Page 2 of 7
4.3 "Prem to Prem" incorporates the local loop connection from Limelight
Interface to the Global Crossing POP over facilities not owned by
Global Crossing. Availability of "Prem to Prem" is dependent upon
availability of SDH/SONET local access circuits from third party
suppliers which are resold by Global Crossing. Limelight may select
"POP" access or "Prem" access at either end of a circuit. Selection of
"Prem" access at either end of a circuit over facilities not owned by
Global Crossing shall mean that the Service will be classified as
"Prem to Prem."
4.3.1 Where "Prem" access is requested from Global Crossing over
resold local access circuits, Global Crossing selects the third
party supplier. In the event Limelight specifies a local access
supplier not approved by Global Crossing, the "Prem" access
guarantees are not available.
4.4 If Limelight requests "Prem" access (i.e., local loop) from Global
Crossing, whether on a Global Crossing-owned city ring or Metro
Network, or on a resold basis, and it is available, the "Prem" access
details shall be recorded in the Access Sections of the Order Form.
4.5 For "POP to POP" the Limelight Interface is --
4.5.1 At the Global Crossing Digital Distribution Frame for bandwidths
lower than OC3/STM1, or the Global Crossing Optical Distribution
Frame for OC3/STM1 and higher bandwidths, both of which are
located within the Global Crossing POP. The local access circuit
or other connection to Limelight's equipment, whether located at
Limelight's premises or a telehouse, is the responsibility of
Limelight. (Global Crossing will maintain the cross-connection
used for POP Interconnection); or
4.5.2 At the Network Terminating Point (NTP) located on Limelight's
premises if "Prem" access is provided by Global Crossing over a
Global Crossing-owned city ring or Metro Network at both ends of
the circuit. Global Crossing will provision and install a Network
Terminating Unit ("NTU") at the NTP. Cabling and maintenance from
the NTU to Limelight's equipment is the responsibility of
Limelight.
4.6 For "Prem to Prem" Limelight's Interface is at the NTP located on
Limelight's premises. Global Crossing will provision and install an
NTU at the NTP. Cabling and maintenance from the NTU to Limelight's
equipment is the responsibility of Limelight.
II. SERVICE LEVEL AGREEMENT:
1. Maintenance. Global Crossing provides a coordinated, single point of
contact maintenance function for Limelight on a 7 day x 24 hour x 365 day
basis, which will be identified to Limelight. Maintenance support is on a
circuit level basis between Limelight Interfaces.
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
8
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Exhibit E
Page 3 of 7
2. Installation
2.1 Installation Provisioning
2.1.1 "POP to POP". Global Crossing commits to provision a "POP to
POP" circuit on the mutually agreed RFS Date (sometimes also
referred to by Global Crossing as "Limelight Commit Date")
following Global Crossing's acceptance of Limelight's order.
2.1.1.1 Requested service date(s) recorded on the Order Form do
not establish the RFS Date/Limelight Commit Date.
Instead, the Global Crossing and Limelight Project
Managers for the Service shall agree upon the specific
RFS Date/Limelight Commit Date following order
acceptance.
2.1.1.2 The mutually agreed RFS Date/Limelight Commit Date for
provisioning a "POP to POP" circuit is typically within
30-45 days of order acceptance. This guarantee excludes
testing and circumstances where Limelight is not ready
to receive or use the circuit.
2.1.1.3 Orders for changes in existing private line
configurations are accepted within the absolute
discretion of Global Crossing; if accepted, the change
will be completed within the same time period as for an
initial installation. Global Crossing's customary
charges will apply for the change.
2.1.2 "Prem to Prem". Global Crossing commits to provision a "Prem to
Prem" circuit on the mutually agreed RFS Date/ Limelight Commit
Date following Global Crossing's acceptance of Limelight's
order.
2.1.2.1 Requested service date(s) recorded on the Order Form do
not establish the RFS Date/Limelight Commit Date.
Instead, the Global Crossing and Limelight's Project
Managers for the Service shall agree upon the specific
RFS Date/Limelight Commit Date following order
acceptance.
2.1.2.2 The mutually agreed RFS Date/Limelight Commit Date for
provisioning a "Prem to Prem" circuit is typically
within 60-90 days of order acceptance, including local
access circuits. This guarantee excludes testing and
circumstances where the Limelight is not ready to
receive or use the circuit.
2.1.3 Orders for changes in existing private line configurations are
accepted within the absolute discretion of Global Crossing; if
accepted, the change will be completed within the same time
period as for an initial installation. Global Crossing's
customary charges will apply for the change.
2.2 Installation Credits. If the provisioning times stated in Section
2.1.1.2 are not met, Global Crossing will issue a credit to Limelight
according to the following schedule:
Number of Calendar Days Percentage Credit on
RFS Date Exceeded Installation Charge
--------------------------------------------------------------------
1 -- 7 [ * ]
--------------------------------------------------------------------
8 -- 14 [ * ]
--------------------------------------------------------------------
15 -- 30 [ * ]
--------------------------------------------------------------------
Greater than 30 [ * ]
--------------------------------------------------------------------
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
9
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Exhibit E
Page 4 of 7
2.3 Exclusions on Credits. No Provisioning SLA credits apply in the
following circumstances:
(a) Where the completed service order is modified by or at the
initiative of Limelight after its original completion;
(b) Where Limelight is not ready to receive or use the circuit; and
(c) Where Limelight site connection on a Global Crossing-owned city
ring or Metro Network has not been fully completed.
3. Availability
3.1 Guarantee of Availability. Global Crossing guarantees circuit
availability at the following levels:
"POP TO POP" SERVICE -- [ * ]
"PREM TO PREM" SERVICE -- [ * ]
3.1.1 East Asia Crossing ("EAC"). EAC "POP to POP" Service is
guaranteed at [ * ]availability prior to EAC ring closure. EAC
"POP to POP" Service is guaranteed at [ * ]following EAC ring
closure.
3.2 Measurement. Circuit availability is a measure of the relative amount
of time a circuit is available for Limelight use during a thirty (30)
calendar day month.
3.3 Service Outage Credit. Subject to the Credit Limits and Exclusions
described below, and to Limelight's compliance with Incident Reporting
Procedures described below, Global Crossing will issue a credit for
Outages according to the following Schedules, as applicable to the
specific type of Service ordered by Limelight:
"POP TO POP" SERVICE "PREM TO PREM" SERVICE
---------------------------------------------------------------------------------------------------------------
PERIOD OF OUTAGE PERCENT CREDIT OF MRC PERIOD OF OUTAGE PERCENT CREDIT OF MRC
---------------------------------------------------------------------------------------------------------------
0 -- 4.32 Minutes [ * ] 0 -- 44 Minutes [ * ]
---------------------------------------------------------------------------------------------------------------
4.33 -- 240 Minutes [ * ] 45 -- 240 Minutes [ * ]
---------------------------------------------------------------------------------------------------------------
241 -- 480 Minutes [ * ] 241 -- 480 Minutes [ * ]
---------------------------------------------------------------------------------------------------------------
481 Minutes or More [ * ] 481 Minutes or More [ * ]
---------------------------------------------------------------------------------------------------------------
Each credit is calculated per affected circuit, based on cumulative
circuit Outage duration in a given month, and is represented as a
credit to the MRC for the affected circuit. Each Outage credit will be
measured from the time that Global Crossing receives notice from the
Limelight of actual circuit unavailability and a "Trouble Ticket" is
established, until circuit availability is restored by Global
Crossing.
If, in any one month period, LimeLight experiences one continuous
unplanned outage in excess of [ * ]hours, OR in any consecutive [ *
]period, LimeLight experiences [ * ]continuous unplanned outages in
excess of [ * ]due to circumstances other than force majeure (the
"MAXIMUM OUTAGE"), LimeLight may choose to terminate the affected
circuit without penalty provided that written notice is provided to
Global Crossing within [ * ]days of the last Maximum Outage. If after
[ * ]days from the last Maximum Outage, LimeLight has not provided
written notice to Global Crossing, LimeLight waives the right to
terminate the circuit
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
10
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Exhibit E
Page 5 of 7
3.4 Exclusions. The following Outages are excluded from Availability SLA
credit eligibility:
(a) Outages attributable in whole or in part to Limelight's premises
equipment (whether or not owned by Limelight), or to local access
facilities ordered directly by Limelight;
(b) Outages attributable to a local loop circuit which is not SDH or
SONET;
(c) Outages attributable in whole or in part to any act or omission
of Limelight or any third party, including but not limited to,
Limelight's agents, contractors or vendors;
(d) Outages attributable to Global Crossing network maintenance, both
scheduled and emergency maintenance;
(e) Force majeure events, as described in the Agreement; and
(f) Outages attributable to "Off-Net Circuits," that is, circuits
provided by third-party suppliers where the circuits are either
(i) international circuits, or (ii) long-haul domestic circuits.
(Local loop access circuits provided by third party suppliers are
not considered Off-Net Circuits.) If Limelight purchases a
circuit to a PoP that is not on-net to Global Crossing (for
example Fargo, ND) the portion of the circuit that is not on GC's
network would not be covered by our SLA. Limelight may choose not
to purchase circuits to off-net PoPs if this is a concern.
3.5 Additional Eligibility Rules
3.5.1 Availability guarantee on STM4/OC12 and STM16/OC48 circuits is
limited to the "POP to POP" Service guarantee. STM4/OC12 and
STM16/OC48 circuits are not eligible for a "Prem to Prem"
Service guarantee. At such time in the future as Global
Crossing offers a "Prem to Prem" Service guarantee on STM4/OC12
circuits, and STM16/OC48 Limelight will be notified.
3.5.2 In Japan, Limelight's subscribing to NTT East Digital Access
Service will not be eligible for a "Prem to Prem" Service
guarantee.
3.5.3 East Asia Crossing. Please refer to Section 3.1.1, above.
3.5.4 Whenever a "Prem to Prem" Service guarantee is not available
(for example, when SDH or SONET access circuits cannot be
provisioned by Global Crossing), Limelight shall automatically
receive the "POP to POP" Service guarantee on its POP to POP
circuits.
4 Credit Limits.
4.1 In no event may the credits provided for hereunder exceed Limelight's
total Monthly Recurring Charge for any covered circuit that is
affected. Credits are calculated after deduction of all discounts and
other special pricing arrangements, and are not applied to
governmental fees, taxes, surcharges and similar additional charges.
4.2 Exclusive Remedy. These credits are Limelight's exclusive remedy with
respect to items covered by this Service Level Agreement.
4.3 Global Crossing issued credits will be made available on the next bill
or as promptly thereafter as possible.
4.4 Limelight is responsible for providing Global Crossing a written
request for a credit under this SLA within [ * ] of the suspected
failure.
4.5 Global Crossing shall issue only one credit for qualifying occurrences
in any billing month, regardless of the time of occurrence.
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
11
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Exhibit E
Page 6 of 7
III. ORDER CANCELLATION CHARGES
Limelight acknowledges that Global Crossing commenced provisioning of
Limelight's order for Service in reliance upon Limelight's commitment for
the Service. In the event of cancellation of Limelight's Service order for
any reason, Limelight shall be liable to pay Global Crossing, as
liquidated damages, actual costs incurred in reliance upon Limelight's
order, plus a percentage of the Installation Charge according to the
following schedule:
TIME OF CANCELLATION % OF INSTALLATION FEE
-------------------------------------------------------- -----------------------
Before Order Confirmation [ * ]
After Order Confirmation [ * ]
After 50% of period from Order Confirmation to RFS Date [ * ]
After 75% of period from Order Confirmation to RFS Date [ * ]
Two Days or Less Before RFS Date [ * ]
IV. BILLING COMMENCEMENT
Before the original RFS Date/Limelight Commit Date for a POP to POP or a
Prem to Prem circuit, Limelight may, upon prompt written notice to Global
Crossing, postpone the scheduled implementation date for that location. If
Limelight postpones any scheduled implementation date for more than thirty
(30) days beyond the original RFS Date/Limelight Commit Date, then the
Thirty First (31st) day following the original RFS Date/Limelight Commit
Date shall be deemed the Service Commencement Date and Global Crossing
shall be entitled to commence billing for the Service on that date,
regardless of whether or not Limelight has commenced using the Service.
V. ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO ORDERING "PREM" ACCESS FROM
GLOBAL CROSSING
1. Ordering "Prem" Access from Global Crossing.. Where Limelight orders
"Prem" access from Global Crossing, details of locations, type of
access, service speeds, pricing etc. associated with the "Prem"
access shall be listed on the Access Sections of the Order Form.
(Upon Limelight signature of (i) the Order Form (including completed
Access Sections) and (ii) these Specific Terms and Conditions,
Limelight shall not be required to execute a further "Access
Appendix" under the Agreement for the "Prem" access.)
2. Conditions to "Prem" Access Orders. Limelight understands and
acknowledges that "Prem" local loop access is offered by Global
Crossing on an "as available" basis and, where not supplied by
Global Crossing directly via a city ring or Metro Network, is
dependent upon the supply of access services from third party
vendors. Likewise, service speeds for the "Prem" access are offered
on an "as available" basis. Finally, Service Level Agreements under
this Appendix include local circuits only where the local circuits
are both (i) ordered and installed by Global Crossing as part of
supply of "Prem" access, and (ii) SDH/SONET circuits.
3. Physical Access at Circuit Location Address.
A. In addition to its general responsibility to afford physical
access to Global Crossing or its third party vendor, Limelight
is responsible for arranging physical access to any of the
rights of way, conduit and/or equipment space necessary to
provide Service to Limelight's Circuit Location Address (that
is, the Limelight-specified location of Limelight Interface)
to support installation, repair, maintenance, inspection,
replacement or removal of any and all facilities and/or
equipment for the Service provided by Global Crossing or its
third party vendor. Access to such site shall be made
available at a time mutually agreeable to Limelight and Global
Crossing or its third party vendor. Global Crossing and/or its
third party vendor shall also have the right to obtain access
to cable installed in Limelight-provided conduit at any splice
or junction box.
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
12
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Exhibit E
Page 7 of 7
B. Unless otherwise agreed by Limelight and Global Crossing in
writing, Limelight shall provide the necessary space, conduit
and electrical power required to terminate and maintain the
facilities and NTU used to provide Service to a Circuit
Location Address without charge or cost to Global Crossing.
The space, conduit and power shall be available to Global
Crossing on a timely basis. Limelight shall be responsible for
assuring that the equipment space and associated facilities,
conduit and rights of way which it is providing are a safe
place to work and are protected against fire, theft, vandalism
or other casualty, and that the use thereof complies with all
applicable laws, rules and regulations and with all applicable
leases or other contractual Agreements.
4. Pricing.
A. IN ADDITION TO THE ONE-TIME INSTALLATION CHARGE AND MONTHLY
RECURRING CHARGE, AS SET FORTH ON THE ORDER FORM FOR THE
"PREM" ACCESS, LIMELIGHT ORDERING "PREM' ACCESS SHALL ALSO BE
RESPONSIBLE FOR MISCELLANEOUS CHARGES. MISCELLANEOUS CHARGES
SHALL INCLUDE ANY CHARGES FOR SPECIAL CONSTRUCTION
REQUIREMENTS, EXPEDITE REQUESTS, INSIDE WIRE EXTENSIONS, OR
THE LIKE. NOTWITHSTANDING THE ABOVE, THE MISCELLANEOUS CHARGES
SHALL NOT BE GREATER THAN [ * ] OF THE LISTED COSTS IN THE
ORDER FORM UNLESS APPROVED IN WRITING LIMELIGHT OR LIMELIGHT
WILL HAVE THE RIGHT TO CANCEL THE ORDER FORM IN PARTS OR AS A
WHOLE WITH OUT ANY PENALTY.
B. Limelight acknowledges that the charges set forth on the Order
Form are based upon the best current information available to
Global Crossing. Global Crossing reserves the right to vary
its charges for "Prem" access at any time, upon thirty days'
advance written notice. If the charges vary greater than [ * ]
of the listed charges set forth in the Order Form then
Limelight will have the right to cancel the Order Form in
parts or as a whole with out any penalty.
C. Pricing for the Private Line Service (Continental US) is based
upon the length of the circuit term commitment according to
the following rate schedule.
TIER 1 PRICING is applicable for circuits that both originate and
terminate in one of the Tier 1 Cities. Tier 1 Cities are the
following U.S. cities (as cities may be added to and deleted from
the list by Global Crossing from time to time): [ * ].
TIER 2 PRICING is applicable for circuits that do not originate and
terminate in any of Tier 1 Cities and for any circuit which has one
segment originating or terminating in any Tier 1 Cities.
TIER 1 PRICING TIER 2 PRICING
CIRCUIT DSO MILE RATE DSO MILE RATE MINIMUM MONTHLY
CAPACITY 1 YEAR 2 YEAR 1 YEAR 2 YEAR CHARGE PER CIRCUIT
-------- ------ ------ ------ ------ ------------------
DS-1 [ * ] [ * ] [ * ] [ * ] [ * ]
DS-3 [ * ] [ * ] [ * ] [ * ] [ * ]
OC-3 [ * ] [ * ] [ * ] [ * ] [ * ]
OC-12 [ * ] [ * ] [ * ] [ * ] [ * ]
OC-48 [ * ] [ * ] [ * ] [ * ] [ * ]
Note: Pricing is per DS-0 mile rate times the V & H mileage for specific city
pairs.
NON-RECURRING CHARGES INSTALLATION EXPEDITE
--------------------- ------------ --------
DS-1 [ * ] [ * ]
DS-3 [ * ] [ * ]
OC-3 [ * ] [ * ]
OC-12 [ * ] [ * ]
OC-48 [ * ] [ * ]
Installation charges are per end.
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
13
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Exhibit F
Page 1 of 6
MID SPAN MEET ACCESS SERVICE
All Mid Span Meet facilities are pending Global Crossing's Engineering approval
based upon the information provided to Global Crossing by Limelight in the
Service Inquiry Form. Any approved facilities shall be presented to Limelight as
an amendment pursuant to Section A Subdivision 2 below.
TERMS AND CONDITIONS
A. SERVICE OVERVIEW
1. Global Crossing shall provide Mid Span Meet Access Service
("MSM Access" or "Service") to Limelight, consisting of
connectivity between the Global Crossing network Point of
Presence ("Global Crossing POP") and a Network Fiber
Distribution Panel ("NFDP") owned and maintained by Global
Crossing on Global Crossing Premises. The connectivity is
accomplished by a fiber jumper cable supplied by Global
Crossing. The connection at the Global Crossing POP is to
circuit(s) previously purchased, or subscribed for, by
Limelight. MSM Access is available for connections to the
Global Crossing network at the optical level (speeds of OC-3
or higher) only. The connection at GC's PoP can also include
connections to customer's colocated equipment in GC space but
does not include connections to GC's local access facilities.
2. This Exhibit contains the general terms and conditions
applicable to MSM Access. Separate MSM Access Schedules
("Schedules") may be attached hereto from time to time
covering each separate site where MSM Access will be
established. All Schedules, upon their execution by both
Parties, shall be incorporated herein and shall become a part
hereof.
3. Connectivity provided by Global Crossing terminates on the
Limelight side of the NFDP (the "Limelight Interface") in
Global Crossing Premises. The demarcation point is the NFDP in
Global Crossing's POP. Limelight is responsible for handing
off an acceptable interconnecting signal and installing the
fiber in accordance with the requirements of this Exhibit.
4. Limelight, or Limelight's subcontractor, is responsible for
(a) bringing interconnecting fiber to Global Crossing
Premises, which shall be identified to Limelight by street
address, floor and room number (if applicable), and (b)
installing the interconnecting fiber at the Limelight
Interface using appropriate Local Access Interface Equipment.
There will be no charges associated with this from Global
Crossing unless specified in the Make-Ready Fee to enable
Limelight to accomplish the above.
5. Limelight understands and acknowledges that MSM Access is
offered by Global Crossing on an "as available" basis.
6. Rates and charges for MSM Access are as set forth in Section C
of these Terms and Conditions, unless otherwise modified for a
specific site in the Schedule for such site.
7. Initial Capitalized Terms used herein shall have the meaning
set forth in Section H hereof.
15
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Exhibit F
Page 2 of 6
B. TERM
The term of a Service with respect to each specific site shall be as
set forth in the applicable Schedule and shall commence on the
Service Commencement Date (the "Commencement Date"), but shall be
immediately terminable by Global Crossing upon the termination,
expiration or cancellation for any reason of any (i) underlying
agreement between Global Crossing and any other party involving
Global Crossing's continued use of the Facility, (ii) the agreement
to which this Exhibit is attached, or (iii) this Exhibit. Following
the expiration of the term for a Service as set forth in the
Schedule for a Service, the term for such Service shall
automatically renew on a [ * ] basis in accordance with the same
terms and conditions specified herein, unless terminated by either
Party upon sixty (60) days prior notice to the other Party.
Global Crossing shall not be liable to Limelight in any way as a
result of Global Crossing's failure (for any reason) to tender
possession of the Service on or before the scheduled commencement
date listed in the MSM Access Schedule.
C. CHARGES AND PAYMENT
1. The charges for each Service are as follows:
a. A monthly recurring charge of [ * ] per protected
circuit (four fibers) or [ * ] per unprotected circuit
(two fibers) will be assessed to Limelight's account
upon the scheduled commencement date. This will be for
all physical fiber based cross connects.
b. A one-time Non-Recurring Charge of US [ * ] for the
first 24 fiber positions on an NFDP will be assessed to
Limelight's account upon Limelight's execution of the
Schedule(s) for the Facility. If additional assignments
are needed the NRC is [ * ] for each additional 24 fiber
positions required on NFDP assignments.
c. If applicable, Limelight shall pay Global Crossing the
amount set forth in each executed MSM Schedule for the
cost of engineering or improvements to the Space
required to be made by Global Crossing in order to
accommodate Limelight's Mid Span Meet into the Space
(the "Make-Ready Fee"). The Make-Ready Fee shall be
payable to Global Crossing upon the scheduled
commencement date.
d. Fee for Return to Pre-existing Condition: Upon
termination or expiration of a Service, Limelight shall
pay to Global Crossing all reasonable costs and expenses
of Global Crossing to return the Premises to its
pre-existing condition prior to the grant to Limelight
of the rights hereunder, reasonable wear and tear
excepted.
e. Dispatch Fees: [ * ](one-hour minimum) for unmanned
sites during business hours (Monday-Friday, 8:00 am to
6:00 pm) and [ * ](two-hour minimum), for unmanned sites
during non-business hours and nationally recognized
holidays.
f. All charges are exclusive of any and all applicable
taxes and regulatory surcharges (if any) which Global
Crossing is permitted or obliged to pass on to
Limelight.
2. Cancellation Charges: Limelight acknowledges that Global
Crossing shall commence provisioning of Limelight's order for
MSM Access in reliance upon Limelight's commitment for the
Service. In the event of cancellation of Limelight's Service
order for any reason after the scheduled commencement date,
but before the payment of the non-recurring charge set forth
in Section C(1) hereof, Limelight shall be liable to pay to
Global Crossing, as liquidated damages, the sum of [ * ]
16
* CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
<PAGE>
Exhibit F
Page 3 of 6
D. LIMELIGHT RESPONSIBILITIES
Limelight shall fulfill the following responsibilities:
1. Upgrade Limelight-provided fiber or equipment as necessary to
support the Service in conformity with specifications for the
NFDP, and/or as specified by Global Crossing, and/or as
necessary to link successfully to Limelight's premises.
2. Arrange access to the building housing Global Crossing's
Premises in order to bring its interconnecting fiber to Global
Crossing's Premises, and perform installation of the
interconnecting fiber at Global Crossing's Premises itself, or
through a subcontractor identified to Global Crossing and
approved by Global Crossing (not to be unreasonably withheld),
at a date and time acceptable to Global Crossing, and subject
to Global Crossing supervision at all times while within
Global Crossing's Premises.
3. Upon Global Crossing's or its subcontractor's request,
participate in any testing procedures for purposes of
installation, testing, Service Commencement or maintenance.
4. Use a Service only in conjunction with Services provided by
Global Crossing. Limelight may not use the MSM Access for any
other purpose without the prior written consent of Global
Crossing, which consent may be withheld in Global Crossing's
sole discretion. Failure to obtain the prior written consent
of Global Crossing shall be deemed a material breach of this
Exhibit, and Global Crossing may pursue any legal or equitable
remedy available to it, including immediate removal of
impermissible cross-connects or interconnections and the
immediate termination or suspension of this Exhibit or the
underlying agreement to which this Exhibit is attached.
5. Comply, and ensure that its subcontractors, employees, agents
and invitees comply, with all safety, security and access
rules regarding Global Crossing's Premises, including, without
limitation, any rules or regulations of the landlord in the
building where the Premises are located. Global Crossing may
remove any personnel of Limelight, its agents, or
subcontractors not in compliance with its rules and
regulations, and may prohibit access by any person at its
discretion.
6. Limelight shall not cause any harm to the Facility or third
parties.
7. Limelight shall not interfere in any way with Global
Crossing's use or operation of the Facility or with the use or
operation of any third party facilities.
8. Limelight shall be in full compliance with telecommunications
industry standards, NEC and OSHA requirements, and in
accordance with Global Crossing's requirements and
specifications.
9. Upon termination of this Exhibit or any Schedules for any
reason, all rights, title and interest in the NFDP shall
remain with Global Crossing.
17
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Exhibit F
Page 4 of 6
E. MAINTENANCE
Global Crossing provides a coordinated, single point of contact
maintenance function for Limelight on a 7 day x 24 hour x 365 day
basis, which will be identified to Limelight. Maintenance support
is: (a) between the Global Crossing network POP and the Global
Crossing side of the NFDP, and (b) on the NFDP itself. Global
Crossing may at its sole discretion suspend the provision of a
Service (or any part thereof) for reasons of network or equipment
modification, or preventive, or emergency maintenance. Limelight
shall not make any alterations, changes, additions or improvements
to the Facility without Global Crossing's prior written consent.
F. INSURANCE, INDEMNITY AND DAMAGE TO FACILITY
1. While this Exhibit or any Service is in effect, Limelight
shall maintain in force and effect policies of insurance as
follows:
a. Comprehensive General Liability Insurance, including
contractual liability and broad property damage,
covering personal injury or death and property damage,
with a combined single limit of at least [ * ]; and
b. Worker's Compensation Insurance with limits required by
the laws of the state in which the Facility is located.
The liability insurance shall name Global Crossing as an
additional insured and shall be primary insurance, and Global
Crossing's insurance shall not be called upon for contribution
towards any such loss. Limelight's insurer shall provide
Global Crossing with at least ten (10) days prior written
notice of cancellation or change in coverage. All insurance
required of Limelight shall be evidenced by certificates of
insurance provided to Global Crossing.
2. Limelight shall be liable for and shall indemnify, defend and
hold Global Crossing harmless from and against any and all
claims, demands, actions, damages, liability, judgments,
expenses and costs (including reasonable attorneys fees)
arising from (i) Limelight's use of the Service or (ii) any
damage or destruction to the Premises, Global Crossing's
network or to the Facility or any property or equipment
therein caused by or due to the acts or omissions, negligent
or otherwise of Limelight, its employees, agents or
representatives, invitees, or subcontractors.
3. THE SERVICE IS PROVIDED "AS IS". GLOBAL CROSSING MAKES NO
WARRANTY, EXPRESS OR IMPLIED, UNDER THIS AGREEMENT, AND GLOBAL
CROSSING EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. Global
Crossing's entire liability and Limelight's exclusive remedies
against Global Crossing for any damages arising from any act
or omission related to this Exhibit or any Schedule,
regardless of the form of action, shall not exceed in any case
the NRCs paid by Limelight hereunder.
18
* CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
<PAGE>
Exhibit F
Page 5 of 6
4. If the Facility or the Premises is damaged by fire or other
casualty, Global Crossing shall give immediate notice to
Limelight of such damage. If Global Crossing's landlord or
Global Crossing exercises an option to terminate the lease
therefore due to such damage, or Global Crossing's landlord or
Global Crossing decides not to rebuild the Facility or the
Premises, the Schedule shall terminate as of the date of such
exercise or decision as to the affected Premises. If neither
the landlord of the affected Facility nor Global Crossing
exercises the right to terminate or not to rebuild, the
landlord or Global Crossing, as applicable, shall repair the
Facility and/or the Premises to substantially the same
condition as prior to the damage, completing the same with
reasonable speed. In the event that such repairs are not
completed within a reasonable time, Limelight shall thereupon
have the option to terminate the Schedule and such option
shall be the sole remedy available to Limelight against Global
Crossing hereunder relating to such failure. If the Service or
any portion thereof shall be rendered unusable by Limelight by
reason of such damage, the MRC for such Service shall
proportionately abate for the period from the date of such
damage to the date when such damage shall have been repaired
for the portion of the Service rendered unusable or until the
decision to not repair such Service is communicated to
Limelight by Global Crossing.
G. GENERAL TERMS
1. Title. Nothing in this Exhibit or in any Schedule shall create
or vest in Limelight any right, title or interest in the
Service or its configuration, or in the Premises, or the
Facility, other than the right to use the same during the term
of the applicable Schedule under the terms and conditions of
this Exhibit.
2. Compliance with Laws and Regulations. Each Party will comply
with all applicable laws, regulations, rules, and ordinances.
Without limiting the foregoing, Limelight shall not utilize
the Facility for any unlawful purposes, nor shall Limelight
assign, mortgage, sublease, encumber or otherwise transfer any
right granted hereunder.
H. DEFINITIONS
As used in this Agreement, the following Initial-Capitalized terms
shall have the meanings ascribed to them:
"EXHIBIT" means this MSM Access Exhibit between Global Crossing and
Limelight, attached to and incorporated into the Agreement between
Limelight and Global Crossing.
"LIMELIGHT" means the Limelight identified on the first page of this
Exhibit.
"LIMELIGHT INTERFACE" means the Limelight side of the NFDP.
"EFFECTIVE DATE" means the date on which this Exhibit and the
Applicable MSM Access Schedule is signed by Global Crossing.
"FACILITY" means the building where the Premises are located.
"GLOBAL CROSSING" means Global Crossing Bandwidth, Inc. and any
company under common control, directly or indirectly, with Global
Crossing which supports it in the provision of the Service.
"GLOBAL CROSSING POP" means a network Point of Presence maintained
by Global Crossing. A Global Crossing POP may also incorporate
Telehouse functionality, where Global Crossing determines to
establish a Global Crossing POP supporting MSM Access at a
Telehouse.
19
<PAGE>
Exhibit F
Page 6 of 6
"LOCAL ACCESS INTERFACE EQUIPMENT" means a jack or "tie down" for
purposes of connecting a circuit at the Limelight Interface. This
equipment is the responsibility of Limelight or its subcontractor.
"MID SPAN MEET ACCESS SERVICE" means connectivity between the Global
Crossing network Point of Presence and a Network Fiber Distribution
Panel ("NFDP") owned and maintained by Global Crossing on Global
Crossing Premises.
"PREMISES" means the Global Crossing Premises, specified by street
address, floor and room (if applicable) at which MSM Access is
provided to Limelight.
"NFDP" means Network Fiber Distribution Panel supplied by Global
Crossing for purposes of interfacing with Limelight-provided fiber.
Selection of NFDP equipment shall be at the discretion of Global
Crossing.
"PARTY" means either Global Crossing or Limelight, and "Parties"
means both Global Crossing and Limelight.
"SERVICE" means Mid Span Meet Access Service.
"SERVICE COMMENCEMENT DATE" means the date when Limelight is
notified that the Service ordered is being provided to the Limelight
Interface.
20
* CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
<PAGE>
[GLOBAL CROSSING LOGO]
AMENDMENT #8 TO BANDWIDTH/CAPACITY AGREEMENT
LIMELIGHT NETWORKS, LLC
APRIL 3, 2003
This is Amendment #8 to the Carrier Service Agreement between Global Crossing
Bandwidth, Inc., on behalf of itself and its affiliates that may provide a
portion of the services hereunder ("GLOBAL CROSSING") and LimeLight Networks,
LLC ("LIMELIGHT" or "PURCHASER"), dated August 29, 2001, as amended (the
"AGREEMENT").
1. Except as otherwise stated, capitalized terms used herein shall have the
same meaning as set forth in the Agreement.
2. Limelights IP Transit T1's Pricing as last set out in Amendment #7 Amended
Exhibit C(a) number 1a shall be modified as follows:
FULL-PORT PRICING
MRC 1-YEAR 2-YR CHANGE CANCEL
# OF T1S $/T1 INSTALLATION INSTALLATION FEE FEE
-------- ---- ------------ ------------ --- ---
T1 (1-10) [ * ] [ * ] [ * ] [ * ] [ * ]
T1 (11-25) [ * ] [ * ] [ * ] [ * ] [ * ]
T1 (26-50) [ * ] [ * ] [ * ] [ * ] [ * ]
T1 (51-75) [ * ] [ * ] [ * ] [ * ] [ * ]
T1 (76-100) [ * ] [ * ] [ * ] [ * ] [ * ]
T1 (101-150) [ * ] [ * ] [ * ] [ * ] [ * ]
T1 (151-200) [ * ] [ * ] [ * ] [ * ] [ * ]
T1 (201-250) [ * ] [ * ] [ * ] [ * ] [ * ]
T1 (251-300) [ * ] [ * ] [ * ] [ * ] [ * ]
T1 (301-400) [ * ] [ * ] [ * ] [ * ] [ * ]
T1 (401-500) [ * ] [ * ] [ * ] [ * ] [ * ]
T1 (501+) [ * ] [ * ] [ * ] [ * ] [ * ]
Notes:
1) All T1's must have a minimum term of at least [ * ], unless
otherwise agreed in writing in advance
2) In order to qualify for a new rate on all installed circuits,
LimeLight must notify Global Crossing in writing that LimeLight has
qualified for a reduced price based the number of T1 circuits
installed. The new price, as defined by the schedule above, will
take effect in the first full billing cycle that the new level has
been satisfied as long as written notification is received at least
10 business days prior to the beginning of that billing cycle. No
retroactive credits will be applied.
3) Limelight agrees that pricing on existing T1 circuits can be
adjusted to the new rates with a term renewal of [ * ] from the
current date.
4) Limelight has been extended this pricing as they agreement to an
overall IP Transit Commitment of [ * ].
5) Pricing effective to all Global Crossing Domestic US POPs. Pricing
does not include local access or any applicable backhaul charges.
1
* CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
<PAGE>
3. The revised IP Transit monthly recurring charges are effective on a go
forward basis for all orders placed following the execution of this
Amendment #8 by Global Crossing.
4. The balance of the Agreement and any executed amendments or addenda
thereto not modified by this Amendment #8 shall remain in full force and
effect.
5. This Amendment #8 is effective as of the date signed by Global Crossing
below.
Global Crossing Bandwidth, Inc. LimeLight Networks, LLC
By: /s/ Barrett O. MacCheyne By: /s/ William H. Rinehart
------------------------------- ------------------------------
Barrett O. MacCheyne, William H. Rinehart, President
,Sr. Vice President
North American Carrier Services
Date: _____________________________ Date: ____________________________
2
<PAGE>
[GLOBAL CROSSING LOGO]
AMENDMENT #9 TO BANDWIDTH/CAPACITY AGREEMENT
LIMELIGHT NETWORKS, LLC
JUNE 27, 2003
This is Amendment #9 to the Carrier Service Agreement between Global Crossing
Bandwidth, Inc., on behalf of itself and its affiliates that may provide a
portion of the services hereunder ("GLOBAL CROSSING") and LimeLight Networks,
LLC ("LIMELIGHT" or "PURCHASER"), dated August 29, 2001, as amended (the
"AGREEMENT").
1. Except as otherwise stated, capitalized terms used herein shall have the
same meaning as set forth in the Agreement.
2. LimeLight's Schedule of Ancillary Fees, as identified under the Agreement,
has been updated and is attached as Amended Exhibit B.
3. LimeLight's Minimum Periodic Charge, as last set out in Section 4 of
Amendment #7, shall be modified as follows:
"3.13 MINIMUM PERIODIC CHARGE: Beginning with LimeLight's June 5, 2003
Billing Cycle, LimeLight shall be liable for the following minimum
charge(s) per Billing Cycle for all of the Services (the "MINIMUM
CHARGE").
BILLING CYCLES MINIMUM CHARGE
-------------- --------------
June2003 and each
Bill Cycle thereafter [ * ]
If LimeLight's net charges (after any available discounts hereunder) for
the Services during a Billing Cycle are less than the Minimum Charge,
LimeLight shall pay the shortfall. Governmental assessments and
surcharges, non-recurring charges, local loop and third party and
regulatory pass-through charges are not included when calculating the
Minimum Charge."
4. Limelight's IP Transit Pricing as last set out in Amendment #7 as Amended
Exhibit C(a) shall be modified as follows:
3. MONTHLY RECURRING CHARGES (MRC)
D. Global Crossing will charge LimeLight for a minimum of [ * ]
month whether [ * ] has been utilized or not, for all traffic,
whether committed or burstable, at a rate of [ * ] Mbps. and [
* ] Mbps burstable.
The remainder of Amended Exhibit C(a) shall remain the same.
4. All revised rates are attached hereto and made a part hereof, and so long
as LimeLight signs this Amendment and returns it to Global Crossing no
later than the close of business on July 3, 2003, will be effective with
Limelight's Billing Cycle which commenced on June 5, 2003, for all
circuits except T-1's. In the event the Amendment is not returned by said
date), the new rates will be effective with LimeLight's first full Billing
Cycle following the execution of this Amendment #9 by Global Crossing.
1
* CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
<PAGE>
5. The balance of the Agreement and any executed amendments or addenda
thereto not modified by this Amendment #9 shall remain in full force and
effect.
6. This Amendment #9 is effective as of the date signed by Global Crossing
below.
Global Crossing Bandwidth, Inc. LimeLight Networks, LLC.
By: /s/ Barrett O. MacCheyne By: /s/ William H. Rinehart
------------------------------- ----------------------------------
Barrett O. MacCheyne, William H. Rinehart, President
Sr. Vice President
North American Carrier Services
Date: _____________________________ Date: ____________________________
2
<PAGE>
Amended Exhibit A
Page 1 of 1
SCHEDULE OF ANCILLARY FEES
ADDITIONAL ASSOCIATION CHARGE: MONTHLY RECURRING CHARGE [ * ]
Upon new account set-up, LimeLight will be provided one (1) unique customer
identifier ("ASSOCIATION ID"). Each additional Association ID requested by
LimeLight and provided by Global Crossing shall be charged a Monthly Recurring
Charge as stated above
LOCAL LOOP CHARGES:
All local loop monthly recurring and non- recurring (installation) charges shall
be on a case by case basis, based upon vendor, mileage, location and circuit
speed and term.
LOCAL LOOP CANCELLATION CHARGES:
Prior To Installation: Installation charges plus any other charges
incurred in accordance with Section 3.10 of the Agreement.
Post Installation: To the number of months remaining in the term of the
Local Loop times the Local Loop Monthly Recurring Charge.
Upgrades: To a larger size Local Loop between the same LimeLight locations
shall not be subject to Cancellation Charges. The new Local Loop will be
subject to all standard terms specified in this Agreement (including
without limitation a minimum term commitment). All applicable third party
local access charges incurred from the upgrade will be passed through at
cost to LimeLight.
3
* CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
<PAGE>
[GLOBAL CROSSING LOGO]
AMENDMENT #10 TO BANDWIDTH/CAPACITY AGREEMENT
LIMELIGHT NETWORKS, LLC
OCTOBER 2, 2003
This is Amendment #10 to the Carrier Service Agreement between Global Crossing
Bandwidth, Inc., on behalf of itself and its affiliates that may provide a
portion of the services hereunder ("GLOBAL CROSSING") and LimeLight Networks,
LLC ("LIMELIGHT" or "PURCHASER"), dated August 29, 2001, as amended (the
"AGREEMENT").
1. Except as otherwise stated, capitalized terms used herein shall have the
same meaning as set forth in the Agreement.
2. Limilight's initial term, last identified in the Agreement shall be
extended an additional [ * ] years through Limelight's Billing Cycle
ending August 1, [ * ]
3. The following Section shall be incorporated in the Agreement as Section
2.5:
2.5 ANNUAL CONTINUATION/CANCELLATION OPTION: While the term of this
Agreement will be extended for [ * ] years as noted above, Limelight
will have the option on [ * ]occasion each year of the Agreement, to
terminate early. On the yearly anniversary of the Effective Date of
this Amendment, Limelight, at their option, can choose to continue
the Agreement for another year (by doing nothing), or terminate this
Agreement with [ * ]written notice to the other Party. Limelight may
also choose to waive this Annual Continuation/Cancellation clause at
any time by locking-in the remaining term, with written notice to
Global Crossing.
4. Section 3.14 of the Agreement shall be deleted in its entirety and
replaced with the following:
3.14 EARLY TERMINATION CHARGES FOR SERVICE CANCELLATION: If a Service is
canceled prior to expiration of its minimum term commitment, except
if canceled by Limelight under Sections 2.5, 3.10 and/or 5.2 hereof,
or this Agreement is terminated for Global Crossing's uncured breach
as defined in 5.4, Limelight shall be liable for, and shall pay to
Global Crossing upon demand, an early termination fee in an amount [
* ] the applicable monthly per circuit and per port minimum charge
times the number of months remaining on the un-expired term
commitment or to the next annual renewal window (whether the initial
or a renewal term) for the circuit / port.
5. Limelight's IP Transit Service Schedule, last set out in the Agreement
shall be deleted in its entirety and replaced with Amended Exhibit C,
attached to this Amendment.
1
* CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
<PAGE>
6. Limelight's IP Transit Pricing as last set out in Amendment #7 as Amended
Exhibit C(a) shall be modified as follows:
DS-3 AND ABOVE NON-RECURRING CHARGES (NRC)
MINIMUM INSTALL
PORT BANDWIDTH** CHARGE
---- ----------- ------
1 YEAR 2 YEAR CANCELLATION
TERM TERM FEE
---- ---- ---
T-1 1.544 Mbps [ * ] [ * ] [ * ]
DS-3 10 Mbps [ * ] [ * ] [ * ]
OC-3 45 Mbps [ * ] [ * ] [ * ]
OC-12 160 Mbps [ * ] [ * ] [ * ]
OC-48* 500 Mbps [ * ] [ * ] [ * ]
Fast Ethernet* 10 Mbps [ * ] [ * ] [ * ]
1 year term: 100 Mbps;
2 year term: 10 Mbps
months 1-6 and
100 Mbps
for the balance
Gigabit Ethernet* of the termn [ * ] [ * ] [ * ]
The remainder of Exhibit C(a) shall remain the same.
7. Limelight's IP Transit Pricing last set out in Amendment #9, paragraph 4,
shall be modified to add the following pricing.
3. MONTHLY RECURRING CHARGES (MRC)
D. Global Crossing will charge LimeLight for a minimum of [ * ]
per month whether [ * ] has been utilized or not, for all
traffic, whether committed or burstable, at a rate of [ * ]
Mbps. If Limelight utilizes between [ * ] per month, whether
committed or burstable, Limelight will be charged [ * ] Mbps
for this increment usage only, and if Limelight utilizes over
[ * ] month, then Limelight will be charged [ * ] Mbps for
this increment usage only. This pricing is based on aggregate
usage and shall include all ports except T1's and DS 1's.
8. Limelight requests subscription to Global Crossing's Metro Access Service
as set out in Exhibit F, attached to this Amendment.
9. A new Exhibit entitled Customer [ * ] Trial shall be incorporated into the
Agreement as Exhibit G, attached to this Amendment,
10. All revised rates are attached hereto and made a part hereof, and so long
as LimeLight signs this Amendment and returns it to Global Crossing no
later than the close of business on October 6, 2003, will be effective
with Limelight's Billing Cycle which commenced on September 1, 2003. In
the event the Amendment is not returned by said date), the new rates will
be effective with LimeLight's first full Billing Cycle following the
execution of this Amendment #10 by Global Crossing.
2
* CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
<PAGE>
11. The balance of the Agreement and any executed amendments or addenda
thereto not modified by this Amendment #10 shall remain in full force and
effect.
12. This Amendment #10 is effective as of the date signed by Global Crossing
below.
Global Crossing Bandwidth, Inc. LimeLight Networks, LLC.
By: /s/ Barrett O. MacCheyne By: /s/ William H. Rinehart
------------------------------- ----------------------------------
Barrett O. MacCheyne, William H. Rinehart, President
Sr. Vice President
North American Carrier Services
Date: _____________________________ Date: ____________________________
3
<PAGE>
Amended Exhibit C
Page 1 of 6
IP TRANSIT SERVICE
IP TRANSIT SERVICE permits direct access to the Internet via Global Crossing's
nationwide IP network. Connectivity is between LimeLight's router and/or switch
and the Global Crossing router located in a Global Crossing IP POP. This Exhibit
describes the specific terms, conditions and rates applicable to the Global
Crossing IP Transit Service ordered as part of the Agreement. In the event of
any conflict between this Exhibit and the Agreement, the terms of this Exhibit
shall control.
1. TERM.
1.1 Each circuit shall have a specific in-service term commitment of
one, two or three years, which shall be separate and distinct from
the term of the Agreement. Upon expiration, non-renewal or early
termination of the Agreement, except if the Agreement is terminated
by a Party for the other Party's uncured breach, then,
notwithstanding the term stated in the Agreement, the Agreement will
continue in effect with respect to the IP Transit Service as long as
a circuit installed under this Exhibit remains in operation.
1.2 Unless one Party provides the other with at least [ * ] prior
written notice of its intent not to renew a circuit after the
circuit's minimum commitment period expires, then, unless the
Parties agree otherwise in writing, a circuit shall automatically
renew for an additional [ * ] period at LimeLight's existing rate at
the time of the automatic renewal. The foregoing notice and renewal
process shall also apply for each additional renewal period.
2. BILLING AND PAYMENT; MINIMUM COMMITMENTS.
2.1 LimeLight shall pay Global Crossing for the IP Transit Service at
the rates and charges set out in the rate schedule attached to this
Exhibit. Billing for a circuit shall commence upon the earlier to
occur of (i) 30 days following the date Global Crossing notifies
LimeLight, in writing or via electronic transmission, that the
ordered circuit capacity is available from Global Crossing
(regardless of whether or not LimeLight's Interconnection Facilities
[defined in paragraph 5.2 below] are installed and operational), or
(ii) the date the ordered circuit capacity is first utilized by
LimeLight (the "SERVICE DATE").
2.2 Monthly recurring charges ("MRC") for individual ports shall be
invoiced by Global Crossing on a monthly basis in advance and
non-recurring charges shall be invoiced in arrears. Any charges
required to fulfill the contractual Minimum Monthly Charge of [ * ]
will also be billed in arrears. If the Service Date for any circuit
falls on a day other than the first day of any Billing Cycle, and
the sum of the per-port MRCs does not exceed the overall contractual
Minimum Monthly Charge, no pro-rated MRC charges will apply. In the
event the sum of the per-port MRCs is raised beyond the contractual
Minimum Monthly Charge, the initial charge to Limelight shall
consist of: (i) the pro-rata portion of the applicable monthly
charge covering the period from the Service Date to the first day of
the subsequent Billing Cycle, and (ii) the monthly charge for the
following Billing Cycle. Payment terms are set out in the Agreement
2.2.1 On the final invoice of this Agreement, or any subsequent
extensions thereof, Limelight will be charged the appropriate
non-recurring charges for the final month of service, as well
as any charges necessary to fulfill the contractual Minimum
Monthly Charge for that final month.
4
* CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
<PAGE>
Amended Exhibit C
Page 2 of 6
2.3 The pricing in this Exhibit is limited to the IP Transit Service
provided from the "on-net" nodes set out in the Global Crossing IP
POP List and SONET POP list, which will be provided upon request,
and which lists may, at Global Crossing's discretion, be changed
from time to time. Global Crossing reserves the right, upon prior
written approval by LimeLight not to be unreasonably withheld, to
charge LimeLight for backhaul facilities if "off-net" routing or
special Layer 2 "on-net" routing is agreed to by Global Crossing. If
Global Crossing's cost in providing the IP Transit Service is
increased due to circumstances beyond its reasonable control, then
Global Crossing may revise the rates and charges in this Exhibit
upon [ * ] written notice to LimeLight. LimeLight may cancel,
without further liability (other than to pay for the circuit through
the date of cancellation), any circuits subject to a rate/charge
increase (other than increases resulting from governmental or
regulatory assessments) upon written notice to Global Crossing given
no later than [ * ] after LimeLight's receipt of the increase
notice.
2.4 If a circuit is canceled after installation but prior to expiration
of its minimum term commitment, except if canceled by LimeLight (i)
under paragraph 2.3 above (ii) for Global Crossing's uncured breach,
(iii) because it is replaced with a circuit of equal or greater
charge, or (iv) due to Global Crossing's physical inability,
excluding business terms, to provide access to the Global Crossing
router from Global Crossing's Collocation space. (LimeLight shall be
required to check for availability of such Collocation space at the
time the circuit was ordered and if Collocation space wasn't
available at such time and LimeLight nonetheless proceeded with the
order, then LimeLight may not utilize this Section 2.4,(iv)),
LimeLight shall be liable for, and shall pay to Global Crossing, an
early termination fee in an amount [ * ] the applicable monthly per
circuit minimum recurring charge times the number of months
remaining on the unexpired term commitment (whether the initial or a
renewal term) for the circuit.
2.5 In addition to forecasts for other Services that may be required
under the Agreement or any attachment thereto, LimeLight must supply
Global Crossing with a [ * ] forecast, updated [ * ], for IP Transit
Service. In the event that LimeLight fails to provide a [ * ]within
[ * ] of the time set forth herein, Global Crossing shall notify
LimeLight of the delinquency of the forecast. Upon Global Crossing's
notification LimeLight shall be required to provide the forecast
within [ * ] days. The forecast must include information regarding
anticipated capacity requirements by city. The forecasts must be
provided on the[ * ]of each quarter of the calendar year, and shall
cover the [ * ]period beginning with the [ * ]of the subsequent
quarter of such calendar year (e.g. on or about [ * ]LimeLight shall
provide Global Crossing with a forecast covering [ * ]thru[ * ] In
the event LimeLight fails to submit a forecast in accordance with
this provision then LimeLight shall have waived its right to receive
any credit for the affected month under the provisions of Section 3
hereof.
5
* CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
<PAGE>
Amended Exhibit C
Page 3 of 6
3. SERVICE LEVEL AGREEMENT
3.1 GENERAL.
3.1.1 Global Crossing is fully committed to providing a reliable, high-quality
network to support IP Transit to Limelight. The Global Crossing Service Level
Agreement ("SLA") defines, through Service Level Guarantees, the parameters for
Service Availability, Network Availability, Latency, Packet Loss, and Service
Delivery/Installation of the IP Transit Port, and the levels of credit which
will be granted to Limelight on future bills if any of these guarantees is not
met.
3.1.2 Certain limits apply to the credit calculations. These are set forth in
Section 3.3, below.
3.1.3 Additional conditions and exclusions apply to the SLA. These are set forth
in Section 3.4, below.
3.2 SERVICE LEVEL GUARANTEES.
3.2.1 Network Availability. "Network Availability" is defined as the aggregated
reachability of all end points (that is, IP Transit routers) on the Global
Crossing IP Network.
3.2.1.1 Guarantee on Network Availability. The Guaranteed Network Availability
("GNA") for the Global Crossing IP Network is [ * ] monthly uptime.
3.2.2 Service Availability. "Service Availability" is defined as the ability of
a Limelight to exchange IP packets with the Global Crossing IP Network via the
IP Transit router port(s) at the POP(s) selected by Limelight. In addition the
IP Transit port(s) will be deemed to be unavailable when the packet loss is
above [ * ] for this particular IP Transit router port not for reasons beyond
Global Crossing's control.
3.2.2.1 Guarantee on Service Availability. The Guaranteed Service Availability
("GSA") for the Global Crossing IP Network at the IP Transit router port is [ *
] average monthly uptime.
3.2.3 Credit Calculation on GNA and GSA. If either the GNA or the GSA is not
met, Limelight will be compensated as follows: Global Crossing will credit
Limelight [ * ] of the Monthly Service Charges (recurring) as defined in 3.3.1.1
for Fixed or Committed Bandwidth (excluding any local access charges) for every
[ * ] or any part thereof of non-availability below the guaranteed GNA or GSA.
3.2.4 Non-Availability Calculation on GNA and GSA. The percentage
non-availability, as described in Section 3.2.2.1 above, is calculated on the
basis of the relevant time stamps of the trouble ticket system, used at Global
Crossing Customer Care Centers.
3.2.5 Latency. "Latency" is defined as the average monthly end-to-end roundtrip
delay between the access routers on the Global Crossing IP Network.
3.2.5.1 Guarantee on Latency. The following parameters are the guarantees for IP
Transit:
Service Part Average Roundtrip Latency (milliseconds)
------------ ----------------------------------------
IP Transit: Trans-Atlantic (London/Amsterdam -- New York) [ * ]
IP Transit: European network [ * ]
IP Transit: North American Network [ * ]
IP Transit: Pacific (Tokyo -- Seattle/Los Angeles) [ * ]
IP Transit: South America (Buenos Aires/Sao Paulo -- Miami) [ * ]
6
* CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
<PAGE>
Amended Exhibit C
Page 4 of 6
3.2.5.2 Credit Calculation on Latency. If either one or more of the actual
region network averages in a given month exceed(s) the targeted metric,
Limelight will be compensated as follows: Global Crossing will credit Limelight
[ * ] of the Monthly Service Charges (recurring) as defined in 3.3.1.1 for Fixed
or Committed Bandwidth (excluding any local access charges) if the actual
monthly average roundtrip latency for one or more of the service parts exceed(s)
the Latency parameters set out above in a given month.
3.2.6 Packet Loss. "Packet loss" is defined as the loss of a packet due to
transmission errors or router overload while the packet is in transit on the
Global Crossing IP Network.
3.2.6.1 Guarantee on Packet Loss. Global Crossing commits to a round-trip packet
loss for transmissions between Global Crossing IP Network POPs of less than or
equal to [ * ] for Global Crossing's North American IP Network, and less than or
equal to [ * ] for Global Crossing's IP Network worldwide.
3.2.6.2 Credit Calculation on Packet Loss. If the applicable network average for
packet loss in a given month exceeds the targeted metric, Limelight will be
compensated as follows: Global Crossing will credit Limelight [ * ]that is, the
equivalent of[ * ] of the Monthly Service Charges (recurring) as defined in
3.3.1.1 for Fixed or Committed Bandwidth (excluding any local access charges) if
the actual monthly average round-trip packet loss for one or more of the network
transmissions exceed(s) the packet loss parameters set out above in a given
month.
3.2.7 Service Delivery/Installation of the IP Transit Port. Service
Delivery/Installation of the IP Transit Port is complete at the Service
Commencement Date as defined under the MSA.
3.2.7.1 Guarantee on Service Delivery/Installation of the IP Transit Port.
Service Delivery/Installation of the IP Transit Port is guaranteed as the later
of (i) [ * ] business days after Global Crossing has received and accepted a
signed, accurate and complete Order Form, or (ii) the RFS Date stated on the
Order Form, provided in either case that Limelight has arranged access
facilities and is ready for interconnection of the access facilities at
Limelight Interface.
3.2.7.2 Credit Calculation. Global Crossing will issue a credit allowance equal
to [ * ] of the Installation Charges paid or payable by Limelight for any
installation of a IP Transit port that is not activated within the guaranteed
times stated above.
3.2.7.3 No credit shall apply in respect of Service Delivery/Installation of the
IP Transit port where the completed service order is modified by or at the
initiative of Limelight after it is originally completed.
3.3 CREDIT LIMITS AND CALCULATIONS
3.3.1 Credits that may be made available under this SLA are not cumulative with
respect to any Guarantee parameter for the same service interruption incident.
If Limelight experiences network or service performance at levels below those
stated in this SLA for two or more areas (e.g., Service Availability and
Latency) arising from the same incident, Limelight will receive the largest of
the applicable credits.
3.3.1.1 Credits will also include any charges for satisfying the Minimum Monthly
Charge, if applicable. Any credits will be determined by calculating the
percentage of the Minimum Monthly Charge relative to the port(s) in question by
summing the total Minimum Committed Bandwidth of the port(s) in question and
dividing this figure by the total of all per-port bandwidth Minimum Commitments,
then multiplying this figure by the charges for satisfying the Minimum Monthly
Charge.
7
* CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
<PAGE>
Amended Exhibit C
Page 5 of 6
Example: Due to an outage of 4 hours on a GigE, Limelight is entitled to [ * ]
credit against that port's commitment. As Limelight's overall commitment is [ *
], and the sum of the per-port Minimum Commitments equals [ * ] the customer
would be entitled to a [ * ] credit on [ * ] overall commitment. Assuming a rate
of [ * ], this would work out as follows:
[ * ] SLA Credit
3.3.2 The maximum credit allowance in any month is 100% (one hundred percent) of
the Monthly Service Charge (recurring) for Fixed or Committed Bandwidth
(exclusive of any local access facilities), regardless of the nature of the
areas under which credit may be granted.
3.3.3 Global Crossing shall issue only one credit in any month, regardless of
the time of occurrence.
3.3.4 Credits are calculated after deduction of all discounts and other special
pricing arrangements, and are not applied to governmental fees, taxes,
surcharges and similar additional charges.
3.3.5 Credits will be granted on the second invoice cycle after each monthly
calculation period. If a credit cannot be made available within the time frame
set out above, it will be made available on the next invoice or as promptly
thereafter as it can be provided after the qualification for a credit and its
amount are determined.
3.3.6 These credits are Limelight's exclusive remedy with respect to items
covered in this SLA.
4. RATES AND CHARGES.
The applicable Monthly Recurring Charges ("MRC's"), Non-Recurring Charges
("NRC's") and other charges for IP Transit Service are set forth on
subdivision (a) of this Exhibit. Early termination of any circuit is
subject to an early termination fee as described in Section 2.4 hereof.
All charges are invoiced in U.S. dollars and paid in U.S. dollars.
Upon signature of a Service Request (SR) by LimeLight, the Parties agree
that the SR constitutes a firm circuit order. LimeLight shall receive the
Standard Circuit pricing, Exhibit C(a), Section 1.A. or Section 1.B.,
unless the SR lists the circuit order as a Content Circuit. LimeLight
agrees in order to receive Content Circuit pricing, Exhibit C(a), Section
1.C., a circuit must have traffic ratios greater than or equal to [ * ].
For the purposes of this Agreement a Standard Circuit is defined as any IP
Transit circuit with no traffic [ * ] requirements while a Content Circuit
is defined as any IP Transit circuit with traffic [ * ] requirements.
8
* CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
<PAGE>
Amended Exhibit C
Page 5 of 6
A cancellation fee, as listed in subdivision (a) of this Exhibit, shall
apply if LimeLight cancels such ordered circuit(s) prior to the Service
Date. An order cannot be cancelled on the Service Date. All cancellation
requests must be in writing. An order is considered cancelled when Global
Crossing receives the written notice. The written notification cannot be
retroactive.
4. CIRCUIT AVAILABILITY DATE; INTERCONNECTION FACILITIES.
5.1 Upon receipt of a complete and accurate service order for a circuit,
Global Crossing shall notify LimeLight of its target date for the
delivery of each circuit (the "ESTIMATED AVAILABILITY Date"). Global
Crossing shall use reasonable efforts to install each circuit on or
before the Estimated Availability Date, but the inability of Global
Crossing to deliver a circuit by such date, shall not be a breach by
Global Crossing under the Agreement. If Global Crossing fails to
make any circuit available within [ * ] after acceptance by Global
Crossing of the service order with respect to such circuit,
LimeLight's sole remedy shall be to cancel the service order which
pertains to such circuit upon ten days prior written notice to
Global Crossing.
5.2 Within the Global Crossing IP node where LimeLight orders circuits,
Global Crossing shall provide appropriate equipment necessary to
connect the circuits to LimeLight's Interconnection Facilities. If
LimeLight desires to install its own equipment in one or more IP or
SONET POP, and Global Crossing, in its sole discretion, agrees to
such installation, the Parties shall execute a collocation agreement
acceptable to both Parties. LimeLight agrees that LimeLight's
Interconnection Facilities shall connect to the circuits provided by
Global Crossing hereunder at the network interface points located in
the IP and SONET POPs. As used herein, the term "INTERCONNECTION
FACILITIES" shall mean transmission capacity provided by LimeLight
or its third party supplier to extend the circuits provided by
Global Crossing from a SONET or IP POP to any other location.
A. GLOBAL CROSSING ACCEPTABLE USE AND SECURITY POLICIES.
6.1 LimeLight and its customers shall comply with Global Crossing's
Acceptable Use and Security Policies (collectively, the "Policy"),
which Policy Global Crossing may modify at any time. The current,
complete Policy is available for review at
HTTP://WWW.GLOBALCROSSING.COM/AUP (Global Crossing may change the
Policy and website address via electronic notice). Without limiting
the Policy, generally, neither LimeLight nor its customers may use
Global Crossing's network, machines, or services in any manner
which:
(i) violates any applicable law, regulation, treaty, or
tariff;
(ii) violates the acceptable use policies of any networks,
machines; or services which are accessed through Global
Crossing's network; or
(iii) infringes on the intellectual property rights of others.
Prohibited activity includes, but is not limited to, unauthorized
use (or attempted unauthorized use) of any machines or networks;
denial of service attacks; falsifying header information or user
identification or information; monitoring or scanning the networks
of others without permission; sending unsolicited bulk e-mail;
maintaining an open mail relay; collecting e-mail addresses from the
Internet for the purpose of sending unsolicited bulk e-mail or to
provide collected addresses to others for that purpose; and
transmitting or receiving copyright-infringing or illegally obscene
material.
9
* CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
<PAGE>
Amended Exhibit C
Page 6 of 6
6.2 LimeLight and its customers are responsible for the security of
their own networks and machines. Global Crossing assumes no
responsibility or liability for failures or breach of
LimeLight-imposed protective measures, whether implied or actual.
Abuse that occurs as a result of LimeLight's systems or account
being compromised may result in suspension of the IP Transit Service
or account access by Global Crossing. If a security related problem
is escalated to Global Crossing for resolution, Global Crossing will
resolve the problem in accordance with its then-current Policy.
Without limiting the Policy, generally, the following activities are
prohibited:
(i) fraudulent activities of any kind;
(ii) network disruptions of any kind; and
(iii) unauthorized access, exploitation, or monitoring.
6.3 LimeLight shall be responsible for enforcing the Policy for any
third parties (including its customers) accessing the Internet
through LimeLight's use of the Network Services; and shall defend
and indemnify Global Crossing with respect to claims related to such
third party access.
6.4 Global Crossing reserves the right to suspend the IP Transit Service
for LimeLight's or its customers' failure to comply with the
requirements of Global Crossing's then-current Policy. Further,
Global Crossing may terminate the IP Transit Service for recurring
violations of the Policy by LimeLight or its customers.
10
* CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
<PAGE>
Exhibit F
Page 1 of 5
SPECIFIC SERVICE TERMS AND CONDITIONS FOR METRO ACCESS SERVICES
METRO ACCESS SERVICE. These are the specific service terms for Global Crossing's
Metro Access Services (the "Services" and each service type described below, a
"Service") which apply to Global Crossing Metro Access Services provided by
Global Crossing, in addition to the terms of any Master Services Agreement or
other Global Crossing Master Agreement (in each case a "Master Agreement")
executed by the Customer.
1. SERVICE OVERVIEW
1.1 The Services incorporate the local access connection from Customer's
requested interconnection point agreed with Global Crossing (the "CUSTOMER
INTERCONNECTION POINT") to a Global Crossing POP ("POINT OF PRESENCE").
Customer understands and acknowledges that the Services are offered by
Global Crossing on an "as available" basis. Likewise, service speeds for
the Services are offered on an "as available" basis.
1.2 The Services consist of four distinct service types with different
delivery options and terms as follows: Metro Dedicated Hub Service, Metro
Premise Connect Service, Metro POP Connect Service, and Metro Dim Fiber
Service. The Service type ordered by Customer shall be set forth on the
Order Form for the Service.
1.2.1 METRO DEDICATED HUB SERVICE -- Global Crossing will deploy a
dedicated transmission node, typically an OC48/STM16 system, in
the Customer's premises ("CUSTOMER PREMISES") and provide service
back to the Global Crossing long haul POP. The dedicated node will
be used to provide fully managed SONET/SDH circuits terminating at
the Customer Interconnection Point.
1.2.1.1 The demarcation point for the Service is the Global Crossing side
of the Digital or Optical Distribution Frame (DDF or ODF) at the
Customer Interconnection Point.
1.2.1.2 Customer will provide, on a timely basis and without charge or
cost to Global Crossing, the necessary space, conduit and
electrical power required to terminate and maintain the equipment,
i.e. Network Terminating Equipment ("NTE"), used to provide
Service to a Customer Interconnection Point. In addition, Customer
will use commercially reasonable efforts to provide Global
Crossing, or its third-party vendor, physical access to the
Customer Interconnection Point on a timely basis and at no cost to
Global Crossing. Customer is responsible for arranging access to
any of the rights of way, conduit and/or equipment space necessary
to provide Service to the Customer Interconnection Point to
support installation, repair, maintenance, inspection, replacement
or removal of any and all facilities and/or equipment for the
Service provided by Global Crossing. Global Crossing shall also
have the right to obtain access to cable installed in
Customer-provided conduit at any splice or junction box.
1.2.1.3 Customer agrees that the equipment space and associated
facilities, conduit and rights of way which it is providing are a
safe place to work and are protected against fire, theft,
vandalism or other casualty, and that the use thereof complies
with all applicable laws, rules and regulations and with all
applicable leases or other contractual agreements.
11
<PAGE>
Exhibit F
Page 2 of 5
1.2.1.4 Customer shall maintain in force and effect policies of insurance
as follows: (a) Comprehensive General Liability Insurance,
including contractual liability and broad property damage,
covering personal injury or death and property damage, with a
combined single limit of at least [ * ] dollars; and (b) Worker's
Compensation Insurance with limits required by the laws of the
state in which the facility is located. The liability insurance
shall name Global Crossing as an additional insured and shall be
primary insurance, and Global Crossing's insurance shall not be
called upon for contribution towards any such loss. Customer's
insurer shall provide Global Crossing with at least ten (10) days
prior written notice of cancellation or change in coverage. All
insurance required of Customer shall be evidenced by certificates
of insurance provided to Global Crossing.
1.2.2 METRO PREMISE CONNECT SERVICE -- Global Crossing will deliver
managed, dedicated SONET/SDH circuits terminating at the Customer
Interconnection Point via a shared Metro node located in a Global
Crossing Metro or Long-haul POP. Global Crossing will provide the
appropriate connectivity between the Global Crossing Metro POP and
the Customer Interconnection Point.
1.2.2.1 The demarcation point for the Service is the Global Crossing side
of the Digital or Optical Distribution Frame (DDF or ODF) at the
Customer Interconnection Point.
1.2.2.2 Customer will use commercially reasonable efforts to provide
Global Crossing, or its third-party vendor, physical access to the
Customer Interconnection Point, on a timely basis, and at no cost
to Global Crossing. Customer is responsible for arranging access
to any of the rights of way, conduit and/or equipment space
necessary to provide Service to the Customer Interconnection Point
to support installation, repair, maintenance, inspection,
replacement or removal of any and all facilities and/or equipment
for the Service provided by Global Crossing. Global Crossing shall
also have the right to obtain access to cable installed in
Customer-provided conduit at any splice or junction box.
1.2.3 METRO POP CONNECT SERVICE -- Global Crossing will deliver managed
dedicated SONET/SDH circuits terminating at the Customer
Interconnection Point via a shared Metro node located in a Global
Crossing Metro or Long-haul POP. Customer will provide the
appropriate connectivity between the Customer Premise and either
(i) the Global Crossing Metro POP or (ii) a mutually agreed upon
meet-me room.
1.2.3.1 The demarcation point for the Service is the Global Crossing side
of the Digital or Optical Distribution Frame (DDF or ODF) at the
Global Crossing Metro POP or meet-me room.
1.2.3.2 Customer is responsible for arranging physical access to the
Customer Interconnection Point at either the Global Crossing Metro
POP, or a mutually agreed upon meet-me room. This includes, but is
not limited to, access to any of the rights of way, inter-building
wiring, conduit and/or equipment space necessary to provide
connectivity to the Global Crossing POP, and any associated
installation, repair, maintenance, inspection, replacement or
removal of assets. Customer, or Customer's subcontractor, is
responsible for (a) bringing interconnecting fiber/cable to the
Global Crossing Premise, which shall be identified to Customer by
street address, floor and room number (if applicable), and (b)
installing the interconnecting fiber at the Customer
Interconnection Point using appropriate local access interface
equipment.
12
* CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
<PAGE>
Exhibit F
Page 3 of 5
1.2.3.3 Customer will upgrade Customer-provided fiber/cable or equipment
as necessary to support the Service in conformity with
specifications of the DDF or ODF, and/or as specified by Global
Crossing, and/or as necessary to link successfully to Customer's
premise.
1.2.4 METRO DIM FIBER CONNECT SERVICE - Global Crossing will deliver an
unmanaged optical Service to the Customer Interconnection Point
where Global Crossing utilizes inter-building fiber between Global
Crossing's Long-haul POP and the Customer Interconnection Point.
1.2.4.1 The demarcation point for the Service is the Global Crossing side
of the Digital or Optical Distribution Frame (DDF or ODF) at the
Customer Interconnection Point.
1.2.4.2 Global Crossing will provide either two (2) fibers for unprotected
service, or four (4) fibers when protection is required. Global
Crossing and Customer will determine the fiber parameters and
associated costs, and specific requirements will be set out on the
Order Form.
2. SPECIFIC SERVICE TERMS AND CONDITIONS
2.1 Unless otherwise agreed to by Global Crossing in writing, the technical
specifications for the Services will conform to the technical
specifications for the Global Crossing telecommunications or enhanced
service ordered from Global Crossing with the Service (the "Applied
Service").
2.2 Customer will use the Service only in conjunction with other Applied
Services provided by Global Crossing. Customer may not use the Service for
any other purpose without the written consent of Global Crossing, which
consent may be withheld in Global Crossing's sole discretion. Failure to
obtain the prior written consent of Global Crossing shall be deemed a
material breach of these terms and conditions, and Global Crossing may
pursue any legal or equitable remedy available to it, including immediate
removal of impermissible cross-connects or interconnections and the
immediate termination or suspension of the Service or the underlying
agreement to which these terms and conditions form and appendix.
2.3 Customer shall not remove interconnection cables, associated equipment,
maintenance order wire, spare circuits or conduit provided by Global
Crossing to offer Metro Access Service. The interconnection cables and any
associated equipment, maintenance order wire, spare circuits and conduit
used by Global Crossing to provide interconnection are deemed and
understood to be the property of Global Crossing during the Initial Term
of the Service ordered by Customer and after the expiration or termination
of that Service. Nothing in these terms and conditions shall create or
vest in Customer any right, title or interest in the Service or its
configuration, or in the premises, or the facility, other than the right
to use the same during the Initial Term under these terms and conditions.
Upon termination of a Service for any reason, all rights, title and
interest in Global Crossing assets shall remain with Global Crossing. Upon
the termination of a Service, Customer shall promptly return all Global
Crossing assets to Global Crossing.
2.4 Customer will ensure that its subcontractors, employees, agents and
invitees comply with all safety, security and access rules applying at
Global Crossing facilities, including, without limitation, any rules or
regulation of the landlord in the building where such facilities are
located. Global Crossing may remove any personnel of Customer, its agents,
or subcontractors not in compliance with its rules and regulations, and
may prohibit access by any person at its discretion.
13
<PAGE>
Exhibit F
Page 4 of 5
2.5 Customer shall have the responsibility for obtaining and represents that
it has or shall obtain all permits, franchises, licenses or approvals
necessary in connection with its use of the Service, and any equipment
provided by Global Crossing as part of the Service, related services and
occupancy of associated facilities and premises. Upon request, Customer
shall provide Global Crossing with a copy of all such permits, licenses
and approvals.
2.6 At any time, each party shall, or shall procure that its affiliates,
parent or subsidiaries shall, execute and deliver such further documents
and do such other acts and things that are necessary or that a requesting
party may reasonably request (to include, without limitation, cooperation
to reconcile invoices) in order to effect fully the purposes of these
terms and conditions.
2.7 Customer will use reasonable efforts to participate in any test procedures
required by Global Crossing, or its subcontractor, for the purpose of
installation, testing, service commencement or maintenance.
3. TERM
3.1 The initial term for each Service or circuit ordered by Customer at each
specific site (in each case, the "INITIAL TERM") shall be set forth in the
applicable Order Form and shall commence on the Service Commencement Date
(as defined in Section 4.2.4 below), and shall be immediately terminable
by Global Crossing upon the termination, expiration or cancellation for
any reason of any (i) underlying agreement between Global Crossing and any
other party involving Global Crossing's continued use of an associated
facility or premises, (ii) the agreement to which these terms and
conditions form an appendix, or (iii) the associated Applied Service (iv)
these terms and conditions. Following the expiration of the term for a
Service as set forth in the Order Form for a Service, the term for such
Service shall automatically renew on a [ * ] basis in accordance with the
same terms and conditions specified herein, unless terminated by either
Party upon [ * ] days prior notice to the other Party.
4. SERVICE LEVEL AGREEMENT
4.1 Maintenance: Global Crossing provides a coordinated, single point of
contact maintenance function for Customer on a 7 day x 24 hour x 365 day
basis, which will be identified to Customer. Maintenance support is on a
circuit level basis between Customer Interconnection Point and the
applicable Global Crossing POP.
4.2 Installation: Global Crossing commits to provisioning Metro Access Service
on the mutually agreed upon ready for service date (the "RFS Date"}
(sometimes also referred to by Global Crossing as "Customer Commit Date")
following Global Crossing's acceptance of a Customer's order.
4.2.1 Requested service date(s) recorded on the Order Form do not
establish the RFS Date/Customer Commit Date. Instead, the Global
Crossing and Customer Project Managers for the Service shall agree
upon the specific RFS Date/Customer Commit Date following order
acceptance. The RFS Date excludes testing and circumstances where
Customer is not ready to receive or use the circuit. The RFS Date
also excludes any circumstances where turn-up is delayed due to
Customer's failure to provide Global Crossing, or its third-party,
with the appropriate support, such as physical access, to turn-up
service. If Customer requests a change to a pending order, a new RFS
Date/Customer Commit Date will be established.
14
* CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
<PAGE>
Exhibit F
Page 5 of 5
4.2.2 Changes to, or cancellations of, pending orders are accepted within
the absolute discretion of Global Crossing; if accepted, Customer
shall be liable to pay Global Crossing the following: (a) costs
incurred in reliance upon Customer's order, including any third
party charges incurred by Global Crossing in reliance of Customer's
order, (b) 100% of the installation charge, and (c) associated order
change or order cancellation charges.
4.2.3 If the provisioning intervals stated in Section 4.2.1 are not met,
then Global Crossing will issue a credit to Customer in accordance
with the installation guarantee contained in the service level
agreement ("SLA") for the associated Applied Service.
4.2.4 On or before the RFS Date, or any amended RFS Date, Global Crossing
will test the Service at each site and declare its availability for
Customer use. The Service Commencement Date for each Service ordered
will be the date upon which Global Crossing notifies the Customer
(by writing or electronic transmission) that the Service is
available for Customer use, unless Customer within forty-eight (48)
hours notifies Global Crossing of its non-acceptance on the basis
that agreed technical specifications for the Service have not been
met. In that case, further tests of the Service will be conducted
and a new Service Commencement Date will be agreed upon, provided
that any Customer use of a Service for other than testing purposes
following notice of non-acceptance will be deemed to constitute
acceptance of that Service.
4.3 Service Level Agreement: Global Crossing Metro Access circuits will be
subject to the same SLA as the associated Applied Service ordered from
Global Crossing. For the avoidance of doubt, where the SLA for the Applied
Service provides for both an 'end to end' or 'prem to prem' SLA and a 'POP
to POP' SLA, the SLA applying to service on a Metro Access circuit shall
be the 'POP to POP' SLA.
5. PRICING.
5.1 In addition to (a) a one-time installation charge ("INSTALLATION CHARGE")
and (b) monthly recurring charges ("MONTHLY RECURRING CHARGES"), as set
forth on the Order Form, Customer shall also be responsible for
Miscellaneous Charges. For purposes of this section, Miscellaneous Charges
include any charges for special construction requirements, expedite
requests, inside wire extensions, or the like agreed to between Customer
and Global Crossing.
5.2 Customer acknowledges that the charges set forth on the Order Form are
based upon the best current information available to Global Crossing.
Charges set forth in an Order Form for a specific Service apply only to
that Service, additional Services ordered by Customer shall be subject to
separate quotation and agreement with Customer.
5.3 Billing for Services provided under these terms and conditions shall
commence on the Service Commencement Date (as defined in Section 4.2.4
above), notwithstanding whether or not any 'extended demarc' arranged by
the Customer has been completed at that time. Before the original RFS
Date/Customer Commit Date for the circuit, customer may, upon prompt
written notice to Global Crossing, postpone the scheduled implementation
date for that location. If customer postpones any scheduled implementation
date for more than fifteen (15) days beyond the original RFS Date/customer
commit date, then, the Service Commencement Date for the Service shall be
the earlier of (i) the sixteenth (16th) day following the original RFS
Date/Customer Commit Date and (ii) the date upon which Customer starts
using the Service, and Global Crossing shall be entitled to commence
billing for those local access circuits on that date (regardless of
whether or not the customer has commenced the related Applied Service.)
15
<PAGE>
Exhibit G
Page 1 of 2
LIMELIGHT CUSTOMER [ * ] TRIALS
1 GENERAL
1.1 In order to facilitate sales of Limelight's services, Global Crossing will
agree to co-sponsor [ * ] trial periods for new Limelight customers on a
limited basis, and pending mutual concurrence between Limelight and Global
Crossing.
2 SCOPE OF THE TRIAL
2.1 Upon concurrence regarding a customer [ * ] Trial, Global Crossing will
agree to sponsor [ * ]of the offered trial period to the Limelight
customer, to a maximum of [ * ] Global Crossing service. Any offered [ * ]
beyond this period will be the sole responsibility of Limelight.
3 [ * ] TRIAL PERIOD
3.1 Limelight will notify Global Crossing in writing of the expected Start
Date and Stop Date of the [ * ] Trial. Global Crossing will concur with
Limelight, or suggest an alternate date(s), based on expected delivery of
the port, expected customer acceptance, customer test plans, and/or other
considerations.
3.1.1 The Stop Date may not be more than twenty-eight (28) calendar days from
the date the circuit was provisioned by Global Crossing.
3.2 Limelight may terminate the [ * ] Trial (terminating service) at any time
prior to the Stop Date by notifying Global Crossing in writing. If
Limelight does not provide written notification to Global Crossing of the
intent to terminate the [ * ] Trial (terminate service) billing will
commence on the Stop Date, as indicated.
3.3 In the event Limelight chooses to terminate the [ * ] Trial (terminating
service), the port will be disconnected by Global Crossing as soon as
possible thereafter, and Limelight's Customer will cease using the port
immediately. With prior written approval for costs from Limelight, any
defined and documented third-party expenses incurred by Global Crossing to
provision the port will be charged to Limelight. (Third-party expenses
include, but are not limited to, local access recurring charges, purchase
of a card, any special card charges and/or special port charges.)
3.4 If Limelight chooses to continue the service beyond the [ * ] Trial, the
Term of the port (per Exhibit C, Section 1) will begin effective the Stop
Date, and all standard service charges shall apply going forward.
3.5 In the event the Stop Date, and commencement of standard billing, falls in
the middle of Limelight's billing cycle, the port will be pro-rated and
billed separately for the remainder of the billing cycle. [ * ] Trial
ports will not be considered in satisfying monthly contractual minimum
commitments, and all usage will be treated as burstable traffic. In the
following billing cycle, the port shall be [ * ] with the other Limelight
IP Transit ports, and standard per-port MRCs will go into effect.
4 RESTRICTIONS ON AVAILABILITY
4.1 Only new ports will be considered for [ * ] Trials. Incremental traffic on
existing Limelight ports will not be considered for [ * ] Trial
evaluation. Upgrades to existing Limelight ports as a result of a new
customer may be considered on an individual case basis.
4.2 Any proposed ports are subject to standard capacity availability
considerations.
16
* CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
<PAGE>
Exhibit G
Page 2 of 2
5 OTHER TERMS AND CONDITIONS
Although standard IP Transit SLA's will be in effect on any ports during a
[ * ] Trial, no credits will be issued in the event of any SLA
violation(s). Global Crossing will report on SLA performance during the [
* ] Trial as with standard IP Transit ports.
17
* CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
<PAGE>
[GLOBAL CROSSING LOGO]
AMENDMENT #11 TO BANDWIDTH/CAPACITY AGREEMENT
LIMELIGHT NETWORKS, LLC
JANUARY 16, 2004
This is Amendment #11 to the Carrier Service Agreement between Global Crossing
Bandwidth, Inc., on behalf of itself and its affiliates that may provide a
portion of the services hereunder ("GLOBAL CROSSING") and LimeLight Networks,
LLC ("LIMELIGHT" or "PURCHASER"), dated August 29, 2001, as amended (the
"AGREEMENT").
1. Except as otherwise stated, capitalized terms used herein shall have the
same meaning as set forth in the Agreement.
2. LimeLight Networks, LLC merged into LimeLight Networks, Inc. a Delaware
corporation, effective August 29, 2003 with such documentation on record
in the Office of the Delaware Secretary of State, filed August 29, 2003.
Therefore, LimeLight Networks, LLC shall be known as LimeLight Networks,
Inc. on a go forward basis.
3. Limelight requests subscription to Global Crossing's Wavelength Service as
set out in Exhibit H, attached to this Amendment.
4. The balance of the Agreement and any executed amendments or addenda
thereto not modified by this Amendment #11 shall remain in full force and
effect.
5. This Amendment #11 is effective as of the date signed by Global Crossing
below.
Global Crossing Bandwidth, Inc. LimeLight Networks, Inc.
By: /s/ Barrett O. MacCheyne By: /s/ William H. Rinehart
----------------------------- ------------------------------
Barrett O. MacCheyne, William H. Rinehart, President
Sr. Vice President
North American Carrier
Services
Date: ___________________________ Date: ____________________________
1
<PAGE>
Exhibit H
Page 1 of 9
SPECIFIC SERVICE TERMS AND CONDITIONS
FOR
GLOBAL CROSSING WAVELENGTH SERVICE
These are the service terms and service level agreement for Global Crossing
Wavelength Service, which apply to Global Crossing Wavelength Service provided
by Global Crossing, in addition to the terms of any Master Services Agreement
("MSA") or other Global Crossing master agreement (in each case a "MASTER
AGREEMENT") executed by the Customer.
SPECIFIC SERVICE TERMS AND CONDITIONS
1.1 Global Crossing Wavelength Service is a fiber-optic, transponder based,
point-to-point circuit between Global Crossing Points of Presence ("POP to
POP"). Global Crossing Wavelength Service enables end-to-end transportation
of a high capacity 2.5 Gb/s or 10 Gb/s signal between two specified Sites
(POP to POP).
1.2 Global Crossing Wavelengths will be sold in pairs, so the Customer will
receive a minimum of two fibers, one carrying the transmit wavelength and
one carrying the receive wavelength, between point A and point Z. In this
case, the two fibers will be carried in the same cable and there is no
protection in case of a fiber cut. Global Crossing provides no protection
on the optical layer or electrical layer.
1.3 The Service is unprotected. A protection or auxiliary path is achieved
through the purchase of alternate circuits. In the event Customer purchases
a second Wavelength for auxiliary path purposes, Customer shall be
responsible for managing the auxiliary path to ensure protection.
1.4 Wavelengths will be provisioned using a technology called Dense Wavelength
Division Multiplexing (DWDM).
1.5 The Global Crossing Network Operations Center provides support for Global
Crossing Wavelength Service twenty-four (24) hours a day, seven (7) days a
week. The Global Service Center acts as the single point of contact for
Customer to report problems, using a telephone number provided to Customer.
Guidelines for management of reported troubles will also be supplied to
Customer.
1.6 The Service is offered in two types: (i) Annual Lease for a term of years,
with a Monthly Service Charge, and (ii) Pre-Paid Lease for a term of years.
For each circuit ordered, the selected type of service, pricing and length
of term shall be specified by the Customer on this Exhibit or the Order
Form. At the end of the Initial Term, renewal procedures shall be as set
forth in the MSA.
1.7 The Customer shall pay Global Crossing for the Wavelength Service at the
rates and charges set out in this Exhibit or the Order Form. Billing for a
Wavelength circuit shall commence according to the MSA.
1.7.1 "Add/Drop" rearrangements on the same physical fiber path as the
existing Service can be requested by Customer. If acceptable to
Global Crossing, the add/drop rearrangement shall be priced on a
mutually agreeable individual case basis.
1.7.2 Global Crossing represents that the pricing set forth on the in this
Exhibit or the Order Form is based upon information available to
Global Crossing at time of contracting. For Annual Lease customers
only, if Global Crossing's costs in providing the Service increase
due to circumstances beyond its reasonable control, or if it elects
to pass through any government or regulatory assessments relating to
its provisioning of the Services, then it may revise the prices in
the in this Exhibit or the Order Form upon [ * ] days written notice
to Customer. Customer may cancel any circuit(s) subject to a price
increase (other than increases resulting from governmental or other
regulatory assessments) upon written notice given during the above [
* ] day period, provided Customer remits to Global Crossing all
payments due prior to termination. 1.1.1
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
2
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Exhibit H
Page 2 of 9
1.8 Customer acknowledges that specific Wavelength availability on the Global
Crossing Network must be confirmed internally by Global Crossing through
its Network Operations Center. Availability is confirmed to Customer only
by Global Crossing's signature on this Amendment or the Order Form for the
specific Service ordered.
1.9 The tail circuit or other connection to the Customer's equipment, whether
located at the Customer's premise or a "telehouse," is the Customer's
responsibility. Equipment co-location at a Global Crossing facility, if
available, shall be established through a separate contractual agreement.
Except as specifically set forth in any agreement for equipment
co-location between Global Crossing and Customer, Global Crossing shall
have no obligation in respect of any installation, maintenance, repair or
servicing of the Customer's electronic or optronic equipment to be used in
connection with the Service.
1.10 If a circuit is canceled prior to the expiration of the minimum term
commitment (or any extension thereof), except if canceled for Global
Crossing's uncured breach, Limelight shall be liable for, and shall pay to
Global Crossing upon demand, an early termination fee in an amount [ * ]
to the applicable monthly per circuit minimum charge times the number of
months remaining on the unexpired term commitment (whether the initial or
a renewal term) for the circuit. Limelight may replace an existing circuit
prior to the expiration of the term commitment for such circuit, without
termination liability, provided that the replacement capacity is available
and that the new circuit: (i) is of equal or greater revenue value; (ii)
has a term commitment of not less than [ * ] and (iii) is ordered within
thirty (30) days of the disconnect order for the original circuit.
Limelight will be responsible for payment of any applicable installation
charges for the replacement circuit. If the replacement capacity ordered
is not available, then Limelight will be liable for the early termination
fees on the disconnected circuit. Limelight will be responsible for any
third-party, pass-through or cancellation charges on the disconnected
circuit.
TECHNICAL SPECIFICATIONS/CONSIDERATIONS
2.1 The Service is designed to comply with ETSI and ITU-T recommendations.
Customer's signal must be framed in accordance with ITU-T recommendation
G957 for 2.5Gbit/s and G691 for 10 Gbit/s.
2.2 Global Crossing's 2.5 Gbit/s and 10 Gbit/s optical channels are designed
and maintained per manufacturer's specifications for power and
environmental requirements. All of Global Crossing's 2.5 Gbit/s and 10
Gbit/s circuits shall operate with a measured Bit Error Rate ("BER") of 1
x 10 (-12) or less [or BBER of 2.0E --6, or less].
2.3 The Service includes provision of fixed bandwidth between two Global
Crossing Optical Digital Frames (ODFs), handover to the Customer at the
Global Crossing POP via an appropriate method, and support and
maintenance. The demarcation point ("Customer Interface") for the Service
is the Global Crossing ODF located within the Global Crossing POP.
Interface connector type for interfacing with Global Crossing's ODF will
be defined by Global Crossing as part of the installation process. Between
the selected Global Crossing POPs, the Service is accomplished across
circuit segments on the Global Crossing Network. Selection of the nominal
central wavelength(s) carrying the Customer's optical signals through the
Global Crossing Network will be done by Global Crossing.
2.4 The Customer acknowledges that (i) the circuits used for the Wavelength
Services are not protected by a restoration protocol within or external to
the SONET frame structure, (ii) Global Crossing will not provide
Wavelength Services using conventional SONET TDM add/drop multiplexers
using a BLSR or UPSR or linear restoration protocol within or external to
the SONET frame structure, and (iii) the interoperability of the
individual circuits is dependent upon the joint interconnection of the
interface between Global Crossing's DWDM system and the Customer's source
systems and facilities. The Customer's source systems will operate within
the conventional 1310nm and 1550nm passbands, using Short Reach,
Intermediate Reach, or Long Reach optic, as defined in Telcordia
GR-253-CORE. Except with the Customer's prior written consent, Global
Crossing will provide the Wavelength Services solely over Global
Crossing's facilities-based WDM
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
3
<PAGE>
Exhibit H
Page 3 of 9
network and fiber, equipment or other DWDM service(s) owned or controlled
by Global Crossing and its affiliates.
2.5 The Wavelength Services will be configured as follows:
2.5.1 The Service is an opaque product with limited overhead transparency.
This means that the customer's signal must meet the SONET/SDH frame and
rate. The signal will have a section, line and path overhead associated
with it. Global Crossing will have complete ownership of the section
overhead. Global Crossing will reserve the right to write, modify or
terminate any or all of the overhead byte in the section overhead. The
line and path overhead will be transported transparently through the
Global Crossing network.
2.5.2 DWDM Transmission System: DWDM transmission equipment for each
unprotected channel (2.488Gb/s and 9.953Gb/s), such as DWDM Terminals,
in-line amplifiers, regenerators and optical layer cross-connect
equipment necessary to provide the Wavelength Services; and
2.5.3 2.488Gb/s and 9.953Gb/s TDM equipment used in conjunction with the WDM
system: transparent TDM transmission equipment for each channels
capable of use on each route. Equipment such as DWDM transponders,
regenerators and wavelength converters to provision circuits.
2.6 Global Crossing will cooperate with the Customer's installation of fiber,
cable and fiber termination equipment within POPs, including but not
limited to providing the Customer (including its representatives and
contractors) all necessary access to the end-point POPs at reasonable times
and in a reasonable manner following reasonable advance notice consistent
with the access that it may provide to other similarly situated customers
whose presence may be permitted to collocate at its POPs; provided however,
that with [ * ] prior written notice, Global Crossing will provide the
Customer with accompanied access at any time; and provided further,
however, that in the event of an emergency, Global Crossing will exercise
commercially reasonable efforts to provide accompanied access at any time
of the day upon [ * ] hour's notice (such notice being intended for Global
Crossing to ensure that an escort is available).
2.7 The Customer's wavelengths will be part of a multi-wavelength DWDM
transmission system carrying wavelengths for other customers and Global
Crossing's own circuits.
2.8 Fiber patch cords and optical attenuators used on receivers will be the
responsibility of the owner of the equipment to ensure that optical signal
levels are within specification for the owner's equipment The appropriate
type of optics for the application will depend on the optical link
engineering conducted jointly by Global Crossing and the Customer on an
individual case basis.
2.9 Acceptance testing activities will be coordinated with Customer by Global
Crossing. Tests will be performed according to ITU recommendations, M.2100
and/or M.2101. The circuit will be declared Ready For Service upon positive
test results. Test criteria are zero BER over a twenty-four (24) hour
period. Global Crossing will notify Customer, on a circuit by circuit
basis, of circuit availability following successful completion of
acceptance test.
SERVICE LEVEL AGREEMENT
3.1 Service Commitment
3.1.1 Subject to the "Credit Conditions and Exclusions" set forth in Section
3.4, below, and the provisions on "Planned Outages, and Other Potential
Service Disruptions at Customer End," set forth in Section 3.6, below,
Global Crossing will provide a credit where the Service does not
satisfy the stated guarantees in Sections 3.2 and 3.3, below, on
"Circuit Availability" and "Installation," respectively.
3.2 Circuit Availability
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
4
<PAGE>
Exhibit H
Page 4 of 9
3.2.1 Performance. Guaranteed availability for the Service is monthly
availability of [ * ]. This figure shall be derived from continual
Global Crossing measurements of the performance of the Global Crossing
Network.
3.2.2 Measurement. Circuit availability is a measure of the relative amount
of time during which a circuit is available for Customer use. A Global
Crossing 2.5Gbit/s or 10 Gbit/s circuit will be deemed unavailable
(that is, experiencing an "Outage") for the relevant period if the
circuit experiences a complete loss of service, or if BER falls below 1
x 10 (-12) [or BBER of 2.0E --6]. Each Outage is calculated in one-hour
increments measured from the time that Global Crossing receives notice
from the Customer of circuit unavailability (established by a "Trouble
Ticket") until circuit availability is restored by Global Crossing.
3.2.3 Credit Calculation for Annual Leases. The credit per segment of the
circuit is computed in accordance with the Table below.
CIRCUIT
UNAVAILABILITY % CREDIT OF MO. SERVICE CHARGE
CIRCUIT AVAILABILITY (%) (HOURS) ATTRIBUTABLE TO THAT SEGMENT
100.0% - 99.5% [ * ] [ * ]
99.4% - 98.0% [ * ] [ * ]
97.9% - 96.5% [ * ] [ * ]
96.4% - 90.0% [ * ] [ * ]
89.9% - 75.0% [ * ] [ * ]
Less than 75.0% [ * ] [ * ]
Each credit is calculated on a monthly cumulative per segment basis,
and is calculated as a deduction from the Monthly Service Charge
(recurring) attributable to the affected segment.
3.2.4 Credit Calculation for Pre-Paid Leases. An Implied Monthly Service
Charge ("Implied MSC") is determined for each circuit ordered on a
Pre-Paid Lease basis. The formula for determining the Implied MSC is as
follows:
Implied MSC = Total Pre-Paid Lease Fee Attributable to the Circuit
----------------------------------------------------
Total Number of Months in the Term
3.2.5 The calculations set forth in Section 3.2.4, above, are then made with
respect to Outages on segments of a circuit ordered on a Pre-Paid Lease
basis, utilizing the Implied MSC as a surrogate for Mo. Service Charge.
3.3 Installation
3.3.1 Installation Provisioning
3.3.1.1 "POP to POP". Global Crossing commits to provision a "POP to POP"
circuit on the mutually agreed RFS Date (sometimes also referred to by
Global Crossing as the "Customer Commit Date") following Global
Crossing's acceptance of a Customer order. (Orders are accepted by
Global Crossing's authorized signature on this Amendment or the Order
Form.
3.3.1.2 Requested service date(s) recorded in this Exhibit or the Order Form do
not establish the RFS Date/Customer Commit Date. Instead, the Global
Crossing and Customer Project Managers for the Service shall agree upon
the specific RFS Date/Customer Commit Date following order acceptance.
3.3.1.3 The mutually agreed RFS Date/Customer Commit Date for Provisioning a
"POP to POP" circuit is typically within thirty (30) calendar days of
order acceptance. This objective excludes testing and circumstances
where the Customer is not ready to receive or use the circuit.
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
5
<PAGE>
Exhibit H
Page 5 of 9
3.3.2 Credit Calculation. If the installation times stated above are not
met, Global Crossing will issue a credit according to the following
schedule:
IF DELIVERY DATE % CREDIT OF
IS INSTALLATION
EXCEEDED BY CHARGE
1-5 days [ * ]
6 days - 10 days [ * ]
11 days - 30 days [ * ]
Greater than 31 days [ * ]
3.4 Credit Conditions and Exclusions
3.4.1 Outage credits will be issued by Global Crossing only after Customer
notifies Global Crossing of an Outage, Global Crossing has confirmed
such Outage, and the Customer requests an SLA credit in writing. The
Customer is responsible for providing to Global Crossing a written
request for an evaluation of any suspected Service Outage within [ * ]
business days of a suspected failure. Global Crossing will require up
to [ * ] business days to validate the existence and responsible party
for any such Service problem. Written request for an SLA credit must be
received within [ * ] days of the SLA violation.
3.4.2 Credits will be calculated in connection with, and will apply to Global
Crossing segments of a circuit only. No credits are granted for any
local loop or tail circuits or charges whatsoever, nor for the charges
or fees that arise with another entity and that are passed through to
Customer by Global Crossing (if any). Credits are not available for any
usage-based charges.
3.4.3 Credits are calculated after deduction of all discounts and other
special pricing arrangements, and are not applied to governmental fees,
taxes, surcharges and similar additional charges.
3.4.4 Credits provided for hereunder are calculated on a monthly cumulative
basis with respect to any segment of a covered circuit that is
affected. All credits are calculated on the basis of a thirty (30) day
calendar month. Global Crossing shall issue only one aggregated credit
for qualifying occurrences in any month, regardless of the time of
occurrence. In no event may the credits provided for hereunder exceed
the Mo. Service Charge, or Implied MSC, attributable to an affected
segment in any month.
3.4.5 With respect to the installation SLA, the SLA applies to POP to POP
installation, no credits shall be provided for local loop circuits, and
no credits shall be provided for circuits where the completed service
order is modified by or at the initiative of Customer after the service
order is originally completed. Installation credits are likewise not
available for circuits to be installed in whole or in part by a local
telephone company or other unaffiliated local provider.
3.4.6 These credits are Customer's exclusive remedy with respect to items
covered in this SLA; under no circumstance shall an Outage be construed
as a breach of this Appendix by Global Crossing.
3.4.7 The credits set forth above are not available in the event of any of
the causes listed in Sections 3.4.7.1 through 3.4.7.7, inclusive, and
the administration of the credits is limited as set forth in Sections
3.4.7.8 through 3.4.7.11, inclusive.
3.4.7.1 Lapses in services associated with new installations or orders for
circuit reconfigurations, that is, both before Global Crossing has
received notice that Customer has accepted the new or reconfigured
Service and until forty-five (45) calendar days after the Service is
first utilized by Customer;
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
6
<PAGE>
Exhibit H
Page 6 of 9
3.4.7.2 Lapses in service resulting from the Customer's premises equipment or
equipment of a Customer's vendor, or from local loop facilities
provided to connect the Customer to Global Crossing's Network;
3.4.7.3 Force Majeure events as defined in the MSA;
3.4.7.4 Problems associated with any act or omission of Customer or any third
party, including but not limited to, Customer's agents, contractors or
vendors;
3.4.7.5 Scheduled or emergency maintenance. (Global Crossing will use
reasonable commercial efforts to minimize Service disruption, see
Section 2.6, below, and upon written request of Customer will notify
Customer in writing of scheduled maintenance a reasonable time in
advance of such scheduled maintenance.)
3.4.7.6 Required undersea repairs;
3.4.7.7 Interruptions resulting from a Global Crossing disconnect for
non-payment or other default or breach by Customer under the MSA or
this Appendix.
3.4.7.8 For leased circuits, all SLA credits shall be credited on the next
monthly invoice for the affected circuit after receipt of Customer's
written request for credit.
3.4.7.9 For Pre-Paid Leases, all SLA credits shall be issued as Service Credits
after receipt of Customer's written request for credit. Service Credits
can be used by the Customer only to purchase new wavelength circuits on
the Global Crossing network, or extend the term of existing Customer
circuits. Service Credits shall accrue on a monthly basis, and must be
used within twenty-four (24) months of issuance.
3.4.7.10 The total of all Outage Credits applicable to or accruing in any given
month for a Wavelength circuit shall not exceed the amount payable by
Customer to Global Crossing for that same month for such Wavelength
circuit. For Pre-paid leases, the monthly credit shall not exceed the
Implied MSC, as defined in Section 3.2.4.
3.4.7.11 SLA provisioning timeframes and credits only pertain to circuits
between Global Crossing On-Net POPs that are equipped with applicable
DWDM equipment and capacity.
3.5 Time to Repair Objective
3.5.1 Time to Repair ("TTR") is defined as the time to isolate, fix and close
out Customer-initiated trouble reports, with return of Circuit to
Customer, as tracked by the Global Crossing trouble ticket system.
(Trouble tickets kept open at the request of Customer, after clearance
of a fault, shall not be included in this calculation.)
3.5.2 Global Crossing has a TTR objective on the Global Crossing Networks as
follows: a yearly average of [ * ] per occurrence, with no single
occurrence greater than [ * ]. No credits apply in connection with
performance against this objective; however, the Customer receives
indirect credits via the Circuit Availability SLA metric.
3.6 Planned Outages, and Other Potential Service Disruptions at Customer End
3.6.1 Planned Outages may occasionally be necessary for Global Crossing to
carry out essential maintenance or network upgrades. Global Crossing
will use commercially reasonable efforts to keep Planned Outages to a
minimum.
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
7
<PAGE>
Exhibit H
Page 7 of 9
3.6.2 Except in an emergency, or a Force Majeure condition as described in
the MSA, Global Crossing and Customer will use commercially reasonable
efforts to follow the following procedures with respect to Planned
Outages:
3.6.2.1 Global Crossing will provide Customer with at least [ * ] notice of any
planned work that will affect the availability of service.
3.6.2.2 Customer will confirm to Global Crossing within [ * ] that the Planned
Outage proposals are acceptable.
3.6.2.3 Where possible Global Crossing will provide Customer with Planned
Outage proposals and confirmation details should be exchanged by fax.
3.6.2.4 Where possible Global Crossing will make temporary alternative
arrangements during a Planned Outage to avoid an interruption in the
Customer's Service.
3.6.3 Global Crossing will give notice of Planned Outages to the named
contacts within Customer.
3.6.4 Customer shall use commercially reasonable efforts to give Global
Crossing advance notice of any event of which Customer is aware at its
end -- for example, building work necessitating disconnection of power
-- which will disrupt the Service.
3.6.5 Neither Global Crossing nor Customer shall have any liability to the
other for damages or credits in connection with this Section 3.6,
provided that each of Global Crossing and Customer has acted reasonably
under the circumstances.
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
8
<PAGE>
Exhibit H
Page 8 of 9
Customer Specific Pricing
EQ = EQUINIX FACILITY; MMR = FIBER MEET-ME-ROOM
ALL CIRCUITS MUST BE INSTALLED BY [ * ]. IN SERVICE DATE BEGINS ON [ * ] UNLESS
GLOBAL CROSSING HAS NOT COMPLETED THE CIRCUIT.
[ * ] TERM ON ALL CIRCUITS BEGINS ON THE INDIVIDUAL "IN SERVICE DATE" FOR EACH
CIRCUIT. EACH CIRCUIT AUTOMATICALLY RENEWS ON [ * ] BASIS.
------------------------------------------------------------------------------------------------------------------------------------
BANDWIDTH ADDRESS A CITY ACCESS SOLUTION ADDRESS Z CITY ACCESS SOLUTION MILEAGE [ * ] [ * ]
------------------------------------------------------------------------------------------------------------------------------------
[ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
------------------------------------------------------------------------------------------------------------------------------------
[ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
------------------------------------------------------------------------------------------------------------------------------------
[ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
------------------------------------------------------------------------------------------------------------------------------------
[ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
[ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
------------------------------------------------------------------------------------------------------------------------------------
[ * ]
*TBD - To be determined - Limelight has the option of
choosing from a OC3, OC12, or 2.5Gb wave and has the option of upgrading
the circuit for a one-time NRC of [ * ] during the initial [ * ] term.
**CPA Customer Provided Local Access. Global Crossing shall not provide an
Access Solution for [ * ] location.
PHASE 2
ALL CIRCUITS MUST BE INSTALLED BY [ * ]. IN SERVICE DATE BEGINS ON [ * ] UNLESS
GLOBAL CROSSING HAS NOT COMPLETED THE CIRCUIT.
[ * ] TERM ON ALL CIRCUITS BEGINS ON THE INDIVIDUAL "IN SERVICE DATE" FOR EACH
CIRCUIT. EACH CIRCUIT AUTOMATICALLY RENEWS ON A ON A [ * ] BASIS.
------------------------------------------------------------------------------------------------------------------------------------
BANDWIDTH ADDRESS A CITY ACCESS SOLUTION ADDRESS Z CITY ACCESS SOLUTION MILEAGE MRC NRC
------------------------------------------------------------------------------------------------------------------------------------
[ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
------------------------------------------------------------------------------------------------------------------------------------
GLOBAL CROSSINGS STANDARD INTERVAL TIME-FRAME IS [ * ])DAYS.
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
9
<PAGE>
Exhibit H
Page 9 of 9
PHASE 3
LIMELIGHT HAS THE OPTION OF ORDERING ADDITIONAL 2.5 GIG WAVE CIRCUITS AT THE DS0
MILE RATE OF:
MRC NRC
[ * ] [ * ]
[ * ] [ * ]
*SAID DSO RATES ARE SUBJECT TO A [ * ] MONTHLY MINIMUM CHARGE.
ALL CIRCUITS MUST BE ORDERED [ * ]
ACCESS WILL BE PROVIDED AT NO ADDITIONAL COST IF AVAILABLE AND SHALL FULFILLED
BY GLOBAL CROSSING'S ON-NET SERVICES ONLY. [ * ] TERM ON ALL CIRCUITS AND THE
TERM BEGINS ON THE INDIVIDUAL "IN SERVICE DATE" FOR EACH CIRCUIT.
THESE RATES SHALL APPLY TO TIER 1 CITIES, INCLUDING: [ * ].
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
10
<PAGE>
EXECUTION COPY
--------------------------------------------------------------------------------
(GLOBAL CROSSING LOGO)
AMENDMENT #12 TO BANDWIDTH/CAPACITY AGREEMENT
LIMELIGHT NETWORKS, INC.
MAY 7, 2004
This is Amendment #12 to the Bandwidth/Capacity Agreement between Global
Crossing Bandwidth, Inc., on behalf of itself and its affiliates that may
provide a portion of the services hereunder ("GLOBAL CROSSING"), and Limelight
Networks, Inc. ("LIMELIGHT" or "PURCHASER"), dated August 29, 2001, as amended
(the "AGREEMENT").
1. Except as otherwise stated, capitalized terms used herein shall have the
same meaning as set forth in the Agreement.
2. Section 3.6 under the Agreement, as amended, shall be deleted in its
entirety and replaced with the following:
"3.6 Global Crossing agrees to take commercially reasonable efforts to
invoice Limelight either (i) via facsimile, (ii) via electronic
mail, or (iii) to make such information available via uCommand on or
about the fifth Business Day after the close of each Billing Cycle
for the Services and for any other sums due Global Crossing (the
"INVOICE")."
3. Section 3.7 under the Agreement shall be revised to replace and include
the statement regarding invoice delivery as follows:
"The Parties agree that (i) the Invoice date will be the same day
that the Invoice is sent to Limelight via the method(s) described in
Section 3.4, and (ii) the Invoice will be sent on a Business Day and
followed by a confirmation copy sent by first class U.S. mail."
4. Limelight's Minimum Periodic Charge, identified in Section 3.13 of the
Agreement and last revised in Amendment #9, shall be deleted in its
entirety and replaced as follows:
"3.13 MINIMUM PERIODIC CHARGE: Beginning with LimeLight's May 1, 2004
Billing Cycle, Limelight shall be liable per [ * ] for the aggregate
[ * ] associated with the IP Transit Service as set out in Exhibit
C(a)."
5. The NOTICES provision of the Agreement, identified as Section 17 thereof,
as amended, shall be revised as follows:
If to Limelight: Limelight Networks, Inc.
2220 W. 14th Street
Tempe, Arizona 85281-6945
Attn: Gary Baldus
Tel #: (602) 850-5006
Fax #: (602) 580-5206
--------------------------------------------------------------------------------
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
1
<PAGE>
6. Limelight's IP Transit Pricing, identified as Exhibit C(a) in the
Agreement and last revised in Amendment #11, shall be revised as follows:
COMMITTED BURSTABLE
VOLUME BANDWIDTH BANDWIDTH CHANGE CANCELLATION
COMMITMENT RATE PER Mbps RATE PER Mbps FEE * FEE
PORT PER PORT (MRC) (MRC) NRC NRC NRC
---------------------------------------------------------------------------------------
GIGABIT ETHERNET [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
*CHANGES TO PORTS REQUIRING NEW PORT INSTALLATION WILL BE ASSESSED
INSTALL CHARGES AS APPROPRIATE FOR A NEW PORT.
- Each Gigabit Ethernet port shall have a [ * ] per-port minimum
commitment and a [ * ] per-port traffic average (aggregate burst
traffic divided by active ports). Limelight's aggregate minimum
commitment across [ * ] ports shall be [ * ] and shall not fall
below, except if ports are disconnected as noted below.
- Global Crossing reserves the right, upon thirty (30) days notice, to
disconnect any port that falls below the average, except that Global
Crossing shall not disconnect any port where that port is the last
or only port in a particular location, with the exception of Phoenix
as noted below, unless agreed to between the Parties.
- Limelight will be entitled to maintain at least [ * ] Gigabit
Ethernet ports in Phoenix, provided that the aggregate traffic for
each port shall be at [ * ] Mbps per port.
- Limelight may relocate an existing Gigabit Ethernet port prior to
the expiration of the term commitment for such port, subject to
availability, and the relocated Gigabit Ethernet port shall be
required to maintain the same per-port commitments as set out above.
Limelight will be liable for third-party charges, if any, for any
relocated port.
- Global Crossing will not entertain any [ * ] with Limelight for the
duration of the [ * ].
- The rates and charges contained in this Amendment #12 shall apply to
all of Limelight's existing IP Transit ports, except for existing
DS-1 ports, located in the U.S., and supercede any other IP Transit
pricing, except for DS-1 pricing, in effect for Limelight. Limelight
may also add additional ports in the U.S. at the rates contained
herein.
- As a result of the revised pricing herein, item #7 in Amendment #10
shall be deleted in its entirety.
7. All revised rates are attached hereto and made a part hereof and, so long
as Limelight signs this Amendment and returns it to Global Crossing no
later than the close of business on May 11, 2004, shall be effective on a
retroactive basis with Limelight's Billing Cycle that commenced on May 1,
2004. In the event this Amendment #12 is not returned by said date, the
new rates shall be effective with Limelight's first full Billing Cycle
following the execution of this Amendment #12 by Global Crossing.
8. The balance of the Agreement and any executed amendments or addenda
thereto not modified by this Amendment #12 shall remain in full force and
effect.
GLOBAL CROSSING BANDWIDTH, INC. LIMELIGHT NETWORKS, INC.
By: /s/ Barrett O. MacCheyne By: /s/ William Rinehart
------------------------------------ ------------------------------------
Barrett O. MacCheyne William Rinehart
Senior Vice President President
North American Carrier Services
Date: Date:
--------------------------------- ----------------------------------
--------------------------------------------------------------------------------
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
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[GLOBAL CROSSING LOGO]
AMENDMENT #13 TO BANDWIDTH/CAPACITY AGREEMENT
LIMELIGHT NETWORKS, INC.
AUGUST 12, 2004
This is Amendment #13 to the Bandwidth/Capacity Agreement between Global
Crossing Bandwidth, Inc., on behalf of itself and its affiliates that may
provide a portion of the services hereunder ("GLOBAL CROSSING"), and Limelight
Networks, Inc. ("LIMELIGHT" or "PURCHASER"), dated August 29, 2001, as amended
(the "AGREEMENT").
1. Except as otherwise stated, capitalized terms used herein shall have the
same meaning as set forth in the Agreement.
2. Limelight's Wavelength Service, last identified in Amendment #11, shall be
revised to include an additional circuit as follows:
BANDWIDTH LOCATION A LOCATION Z CIRCUIT TERM MRC NRC
COMMITMENT
--------------------------------------------------------------------------------
[ * ] 600 W. 7th St. 801 S. 16th Street [ * ] [ * ] [ * ]
(Equinix) (GC POP)
Los Angeles, CA Phoenix, AZ
If Limelight cancels the above circuit at any time prior to the expiration
of the minimum circuit term commitment, except if cancelled for Global
Crossing's uncured breach, Limelight shall be liable for and shall pay to
Global Crossing upon demand an early termination fee in the amount of [ *
].
3. The balance of the Agreement and any executed amendments or addenda
thereto not modified by this Amendment #13 shall remain in full force and
effect.
4. This Amendment #13 shall be effective as of the date signed by Global
Crossing below.
GLOBAL CROSSING BANDWIDTH, INC. LIMELIGHT NETWORKS, INC.
By: /s/ Barrett O. MacCheyne By: /s/ William H. Rinehart
------------------------------------ ------------------------------------
Barrett O. MacCheyne William H. Rinehart
Senior Vice President President
North American Carrier Services
Date: Date:
---------------------------------- ----------------------------------
--------------------------------------------------------------------------------
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
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[GLOBAL CROSSING LOGO]
AMENDMENT #14 TO BANDWIDTH/CAPACITY AGREEMENT
LIMELIGHT NETWORKS, INC.
JANUARY 31, 2005
This is Amendment #14 to the Bandwidth/Capacity Agreement between Global
Crossing Bandwidth, Inc., on behalf of itself and its affiliates that may
provide a portion of the services hereunder ("GLOBAL CROSSING"), and Limelight
Networks, Inc. ("LIMELIGHT" or "PURCHASER"), dated August 29, 2001, as amended
(the "AGREEMENT").
1. Except as otherwise stated, capitalized terms used herein shall have the
same meaning as set forth in the Agreement.
2. In the event of a change of control in Limelight, Global Crossing shall
allow Limelight, upon written request to Global Crossing, to alter the term
of the Agreement to be [ * ]. In addition, Limelight shall also have the
right to terminate the Agreement, without any [ * ], provided that the date
of termination is [ * ] beyond the date of this Amendment. If a change of
control in Limelight occurs during the first [ * ] from the date of this
Amendment, and Limelight requests the Agreement be terminated, Limelight
shall be liable for and shall pay to Global Crossing an amount equal to the
[ * ] and [ * ] for [ * ] up to and including the [ * ]. Notwithstanding
the foregoing, Limelight shall be liable for payment of [ * ], if any, for
the entire term commitment for any and all disconnected circuits or ports.
3. Global Crossing's notice information, as set out in Section 17 of the
Agreement, shall be revised as follows:
If to Global Crossing: Global Crossing Bandwidth, Inc.
1120 Pittsford-Victor Road
Pittsford, New York 14534
Attention: Vice President, Global Voice Services
Facsimile #: (585) 381-7235
with a copy to: Global Crossing Bandwidth, Inc.
1120 Pittsford-Victor Road
Pittsford, New York 14534
Attention: Manager, National Contract Administration
Facsimile #: (585) 381-7235
4. Limelight's IP Transit Service pricing, identified as Exhibit C(a) in the
Agreement and last revised in Amendment #12, shall be revised as follows:
3. MONTHLY RECURRING CHARGES (MRCS)
D. Each Gigabit Ethernet port shall have a [ * ] per-port minimum
commitment and a [ * ] per-port average across all ports.
Limelight's aggregate minimum commitment across all ports shall
be [ * ]. The following pricing is based on aggregate usage
levels and shall apply to all existing and future ports with the
exception of T1's and DS1's.
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
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AGGREGATE
BANDWIDTH USAGE
ACROSS ALL PORTS MRC PER Mbps
------------------------------------------------------------------
[ * ] [ * ]
------------------------------------------------------------------
[ * ] [ * ]
------------------------------------------------------------------
[ * ] [ * ]
------------------------------------------------------------------
[ * ] [ * ]
------------------------------------------------------------------
[ * ]
[ * ]
The pricing structure above shall be applicable worldwide on the
Global Crossing network, including but not limited to the U.S.
and European regions. This pricing does not apply to Asia and
South America.
E. Global Crossing reserves the right, upon thirty (30) days notice,
to disconnect any port that falls below the [ * ] or the [ * ]
over[ * ] Billing Cycles, except that Global Crossing shall not
disconnect any port where that port is the last or only port in a
particular location, with the exception of Phoenix as noted
below, unless agreed to between the Parties.
5. The following terms specific to Limelight's IP Transit Service were set out
in Amendment #12 and shall be incorporated into Section 3 of the IP Transit
Pricing, Exhibit C(a) to the Agreement, as follows:
F. Limelight will be entitled to maintain at [ * ] in Phoenix,
provided that the aggregate traffic for each port shall be [ * ]
per port.
G. Limelight may relocate an existing Gigabit Ethernet port prior to
the expiration of the term commitment for such port, subject to
availability, and the relocated port shall be required to
maintain the same per-port commitments as set out above.
Limelight shall be liable for third-party charges, if any, for
any relocated port.
All other IP Transit terms and/or pricing not specifically modified in this
Amendment #14 shall remain in place.
6. The following terms shall be added to Limelight's Wavelength Service
Schedule, identified as Exhibit H in the Agreement, and shall apply only to
circuits ordered after November 1, 2004.
- Limelight shall have the option to cancel a circuit prior to the
expiration of such circuit's minimum term commitment (or any extension
thereof), without liability for early termination fees, provided such
circuit has been installed for at [ * ] and further provided that (i)
a replacement circuit is ordered within thirty (30) days of the
cancellation order for the existing circuit, (ii) the replacement
circuit is of equal or greater revenue value, and (iii) the
replacement circuit has a term commitment of not less than [ * ]
Limelight shall be responsible for payment of any applicable
installation charges for the replacement circuit and Limelight shall
also be responsible for third-party pass-through or cancellation
charges on the local loops associated with the disconnected circuit.
- Global Crossing will initiate installation and billing for the Route
after each of the respective [ * ] or [ * ] is completed. The [ * ]
segments [ * ]. The [ * ]
- [ * ] shall be built as independent networks with no overlap, so as to
create east/west redundancy for Limelight.
- The per-mile DSO rate shall be [ * ] for all new [ * ] waves.
Installation charges shall be reviewed by Global Crossing on a
per-order basis. All new wave orders shall be subject to route
availability.
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
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- Site-Specific Waves: Pricing of the associate routes is (long and
loops):
ADDRESS (A) ADDRESS (Z) MILES $0.000235 LOOPS
-------------------------------------------------------------------
[ * ]
[ * ] [ * ] [ * ] [ * ] [ * ]
[ * ] [ * ] [ * ] [ * ] [ * ]
[ * ] [ * ] [ * ] [ * ] [ * ]
[ * ]
[ * ] [ * ] [ * ] [ * ] [ * ]
[ * ] [ * ] [ * ] [ * ] [ * ]
[ * ]
ADDRESS (A) ADDRESS (Z) MRC
------------------------------------------------------
Phase 2
[ * ] [ * ] [ * ]
[ * ] [ * ]
7. The following rates shall be added to Limelight's Colocation Services
Schedule, identified as Exhibit B to the Agreement, and shall apply to any
new colocation sites.
MONTHLY RECURRING CHARGES
[ * ] [ * ]
-------------------------------------------------------------------------------
[ * ] [ * ]
-------------------------------------------------------------------------------
8. Limelight requests subscription to Global Crossing's Dark Fiber Service and
may order as desired where available, as set out in Exhibit I, attached to
this Amendment.
9. Global Crossing agrees that any review of any[ * ]or [ * ]related issue
will be conducted by the [ * ]team and will also include the [ * ]and
a [ * ].
10. The revised IP Transit rates contained herein shall be effective as of
[ * ].To effectuate this Effective Date, and for purposes of clarification,
the Parties agree that Limelight shall be entitled to a [ * ] herein for
the period from [ * ] to the [ * ] and such credit amount shall be applied
only against the billing for the specific wavelength circuits ordered, as
set out above. [ * ] will be handled through Global Crossing's standard
credit process and shall be issued in the form of a [ * ], to be signed by
both Parties, once the [ * ] has been calculated, and applied by Global
Crossing as a [ * ] Limelight's Invoice for the said wavelength circuits.
Any rates for newly subscribed products shall be effective on the date of
execution of this amendment by Global Crossing.
11. The balance of the Agreement and any executed amendments or addenda thereto
not modified by this Amendment #14 hall remain in full force and effect.
GLOBAL CROSSING BANDWIDTH, INC. LIMELIGHT NETWORKS, INC.
By: /s/ Greg Spraetz By: /s/ William H. Rinehart
----------------------------- -------------------------------------
Greg Spraetz William H. Rinehart
Senior Vice President President and Chief Executive Officer
Date: Date:
---------------------------- -----------------------------------
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
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EXHIBIT I
[GLOBAL CROSSING]
SERVICE TERMS AND SLA FOR DARK FIBER
Dark Fiber Lease. These are the service terms and service level agreement for
the lease of Global Crossing Dark Fiber which apply to the provision of Dark
Fiber by Global Crossing, in addition to the terms of any Master Services
Agreement, Carrier Services Agreement or other Global Crossing master agreement
(in each case a "MASTER AGREEMENT" or "MSA") executed by Customer and Global
Crossing. Initial capitalized terms not otherwise defined in these terms and
conditions shall have the meanings given those terms in the Master Agreement.
SECTION 1. DESCRIPTION OF SERVICE
1.1 Service Description. Global Crossing Dark Fiber Service is the provision on
a leased basis of fiber optic cable pairs on Global Crossing's Network not
carrying a signal ("FIBER"). For the avoidance of doubt, Global Crossing
Dark Fiber Service is not comprised of SONET ring-protected private lines,
point-to-point bi-directional circuits at OCN speeds or any other
configuration.
1.2 Unless otherwise agreed to by Global Crossing, the Fiber provided by Global
Crossing shall be single mode Fiber, installed and operating in conformity
with generally accepted standards utilized by Global Crossing for its own
Network.
1.3 Customer understands and acknowledges that the provision of Dark Fiber by
Global Crossing is offered by Global Crossing on an "as available" basis
and is not available in all regions. All requests for Dark Fiber are
subject to individual quotation and order acceptance by Global Crossing.
SECTION 2. LEASE OF DARK FIBER AND PAYMENT
2.1 The Service is offered in two types: (i) annual lease for a term of years,
with a Monthly Service Charge ("MRC") payable, or (ii) a pre-paid lease for
a term of years with a prepaid lease amount payable ("PREPAID LEASE
CHARGE"). The term of years in either case is the "INITIAL TERM"). For each
Fiber pair ordered by Customer, the following shall be set out in the Order
form for the Service:
- selected type of service (annual lease or prepaid lease)
- pricing
- length of Initial Term
- details of demarcation points and specific solution/requirements at
those demarcation points
- any miscellaneous routing or service requirements
2.2 At the end of the Initial Term (or any extension) for a Fiber lease (in
each case the "LEASE EXPIRATION DATE"), the term for that Fiber lease will
automatically be extended on the same terms for an additional period of
[ * ] months unless:
2.2.1 either Party notifies the other in writing at least thirty (30) days
before the Service Expiration Date that the lease shall not
auto-renew, and shall terminate on the Service Expiration Date, in
which case Global Crossing shall terminate the provision of the
Fiber on the Service Expiration Date; or
2.2.2 Customer notifies Global Crossing in writing at least thirty (30)
days before the Service Expiration Date that Customer wishes to
renew the lease on a [ * ] basis only, in which case (a) regardless
of any other pricing provisions agreed with Customer, the rates and
charges for the lease shall be increased to a [ * ] rate with effect
from the Service Expiration Date, and (b) such [ * ] lease may be
terminated by either Party upon thirty (30) days' written notice to
the other at any time following the Service Expiration Date.
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
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EXHIBIT I
SECTION 3. CUSTOMER RESPONSIBILITIES
Customer shall:
3.1 Comply and procure that its employees and agents comply with all applicable
laws and all reasonable requests, demands or requirements (whether in
writing or not) communicated by Global Crossing as to safety, the use of
the Fiber, or access to any Global Crossing facility;
3.2 In the interests of safety in accordance with applicable good engineering
practice, comply and procure that its customers, employees and agents
comply promptly with any request by Global Crossing to disconnect from all
or any part of the Fiber or switch off any of Customer's equipment or that
of its customers (including, but not limited to, any lasers) and not to
reconnect or switch on such equipment until instructed by Global Crossing
that it is safe to do so;
3.3 Follow any procedures notified to Customer by Global Crossing regarding the
use of the Fiber;
3.4 Ensure that its use and any of its other activities relating to the Fiber
shall not interfere with use by Global Crossing or any third party of the
Global Crossing Network or with telecommunication transmissions by Global
Crossing or any third party through the Global Crossing Network;
3.5 Where Global Crossing so requires, procure access for Global Crossing (or
its respective employees or agents) to any Customer facilities for the
purpose of testing or repairs or where such access is required to enable
Global Crossing to comply with its obligations hereunder;
3.6 At the request and expense of Global Crossing, use all reasonable
endeavours to take such steps as are necessary to safeguard Global
Crossing's rights in its Network (including the Fiber);
3.7 Not substitute, remove, add, alter, amend or expand any cable, wiring,
equipment, hardware, software, or Fiber comprising part of or connected
directly to Global Crossing's Network without first obtaining Global
Crossing's written agreement;
3.8 Except as expressly agreed in writing with Global Crossing, not have any
access to Global Crossing's Network and Customer shall not, under any
circumstances, move, relocate, disturb, handle or otherwise come into
contact with (whether directly or indirectly) the Fiber, the duct(s) in
which the Fiber is located, or any other portion of Global Crossing's
Network; and
3.9 Be solely responsible for obtaining and maintaining any and all permits,
licences, governmental or regulatory approvals which are required for
Customer's use of the Fiber and/or any telecommunications equipment used in
connection therewith.
SECTION 4. TAKEOVER OF FIBER
4.1 Customer is solely responsible for ordering and maintaining all facilities,
equipment, and services necessary to light and use the Fiber provided by
Global Crossing and for all costs and expenses incurred in relation
thereto, including without limitation, the installation, testing,
maintenance and operation of any equipment and facilities. Global Crossing
and Customer shall agree the specific technical solution and demarcation
points for all Fiber to be provided by Global Crossing. Depending on the
solution agreed in each case, Customer may be required to purchase
additional Global Crossing services such as Collocation Service,
Interconnect Access Service or Metro Access Service. Unless otherwise
expressly agreed in writing, Global Crossing does not provide, order,
design or co-ordinate or otherwise arrange for any inside wiring or
'extended demarc' either at Global Crossing facilities or Customer's
premises.
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EXHIBIT I
4.2 Global Crossing commits to provisioning Fiber on the ready for service date
(the "RFS DATE") agreed between Customer and Global Crossing. The Parties
agree that take over of the whole Fiber may occur in stages on a segment by
segment basis (as set out in the Order Form) in accordance with this
Section 4. Requested service date(s) recorded on the Order Form do not
establish the RFS Date, instead, the Global Crossing and Customer Project
Managers for the Service shall agree upon the specific RFS Date following
order acceptance. If Customer requests a change to a pending order, a new
RFS Date will be established.
4.3 Changes to, or cancellations of, pending orders are accepted within the
absolute discretion of Global Crossing; if accepted, Customer shall be
liable to pay Global Crossing the following: (a) costs incurred in reliance
upon Customer's order, including any third party charges incurred by Global
Crossing in reliance of Customer's order, and (b) 100% of the installation
charge.
4.4 On or before the RFS Date, or any amended RFS Date, Global Crossing will
test the Fiber and declare its availability for Customer use. The Service
Commencement Date ("SERVICE COMMENCEMENT DATE") for Fiber ordered will be
the date upon which Global Crossing notifies Customer (by writing or
electronic transmission) that the Fiber is available for Customer use,
unless Customer within forty-eight (48) hours notifies Global Crossing of
its non-acceptance on the basis that the agreed technical specifications
for the Fiber have not been met. In that case, further tests of the Fiber
will be conducted and a new Service Commencement Date will be agreed upon,
provided that any Customer use of Fiber for other than testing purposes
following notice of non-acceptance will be deemed to constitute acceptance
of that Fiber or segment.
4.5 Any Break-Outs requested by Customer shall be subject to separate
negotiation and agreement between the Parties.
SECTION 5. PAYMENT
5.1 Unless otherwise agreed, all charges for Fiber (including any non-recurring
installation charges and either (i) MRC or (ii) Prepaid Lease Charge), are
payable within [ * ] days of the Service Commencement Date, regardless of
whether or not any 'extended demarc' arranged by Customer has been
completed at that time or whether or not Customer is ready to use the Fiber
on that date.
5.2 In addition to a one-time installation charge and either (i) MRC or (ii)
Prepaid Lease payment amount (as set forth on an Order Form), Customer may
also be responsible for miscellaneous charges including any charges for
special construction requirements, expedite requests, or the like, agreed
between Customer and Global Crossing.
5.3 Unless otherwise agreed, all Fiber provided to Customer in Europe pursuant
to these terms and conditions shall be provided by Global Crossing Ireland
Limited. Accordingly, Customer acknowledges and agrees that regardless of
the Global Crossing entity which has entered into the Master Agreement with
Customer, all charges in respect of Fiber provided to Customer in Europe,
shall be invoiced by, and payable by Customer to, Global Crossing Ireland
Limited.
SECTION 6. MAINTENANCE
6.1 Maintenance. Global Crossing shall perform or cause to be performed all
operation, administration and maintenance with respect to Fiber provided to
Customer. Global Crossing shall use reasonable efforts to cause the Fiber
to be maintained in efficient working order, using Global Crossing's
standard maintenance procedures. In the event of disruption of service due
to Force Majeure or other emergency, Global Crossing shall cause service to
be restored as quickly as reasonably practicable, taking such measures as
are reasonably necessary for restoration. The Global Crossing Network
Operations Center (NOC) provides support for Global Crossing customers
twenty-four (24) hours a day, seven (7) days a week. The NOC acts as the
single point of contact for Customer to report problems, using a telephone
number provided to Customer. Guidelines for reporting and management of
service issues will be provided separately to Customer.
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
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EXHIBIT I
SECTION 7. RESALE OF FIBER
7.1 Customer shall not resell the Fiber, or any part thereof or allow other
carriers to interconnect with Global Crossing's Fiber Distribution Panels.
For the avoidance of doubt, nothing in this Section 7 shall restrict
Customer's right to grant to third parties the right to service capacity or
similar rights deriving the use of the Fiber in the normal course of its
business provided always:
7.1.1 that the terms of such resale shall confer no greater rights on any
third party and shall impose on such third party no less onerous
obligations than those set out in these terms and conditions; and
7.1.2 that Customer shall not resell the right to use the whole of any or
all of the individual Fibers comprising the Fiber.
SECTION 8. ADDITIONAL TERMS APPLYING TO FIBER SITUATED IN THE UNITED KINGDOM.
The following additional terms shall apply in respect of any Fiber which is
leased by Global Crossing to Customer and which is situated within the United
Kingdom.
8.1 Notwithstanding any provisions to the contrary in the Master Agreement,
Customer agrees to pay all rates and other tax liabilities, attributable to
the Fiber which may be assessed or charges by a rating authority or other
governmental or taxing authority in the United Kingdom, and accepts that
the Fiber forms part of Customer's hereditament for rating purposes.
8.2 In the event that it is reasonably necessary to do so because of work on or
incidents effecting a railway based route, Global Crossing shall have the
right having given reasonable prior notice to Customer (i) to provide
Customer Fibers on an alternate route provided that there is a minimum
interruption in, and minimum degradation of, the service to Customer; and
(b) to cease to provide the Fiber to Customer, provided that Customer shall
be entitled to a refund of any amounts paid in advance by Customer for the
provision of the Fiber LESS an amount attributable to the periods for which
the Fiber has been provided to Customer, and Global Crossing shall use its
best endeavors to assist Customer in obtaining an alternative service.
8.3 The Parties agree that Customer will not have any access under these terms
and conditions or otherwise to any land owned by Network Rail
Infrastructure Limited or any other land in the United Kingdom which is
used for railway operational purposes.
8.4 Inability to obtain access to the Fiber as a result of the operation of
railway rules or regulation in the United Kingdom shall constitute a "Force
Majeure" event for the purposes of the Master Agreement.
SECTION 9. SERVICE LEVEL AGREEMENT
9.1 Installation: Global Crossing commits to provisioning the Fiber on the
mutually agreed RFS Date. If Global Crossing fails to provision the Fiber
upon the mutually agreed RFS Date, then Global Crossing will issue a credit
according to the following schedule:
IF DELIVERY DATE IS EXCEEDED BY % CREDIT
---------------------------------------------------------------------------------------------
1-5 days [ * ] of Installation charge invoiced to Customer
---------------------------------------------------------------------------------------------
6-10 days [ * ] of Installation charge invoiced to Customer
---------------------------------------------------------------------------------------------
11-30 days [ * ] of Installation charge invoiced to Customer
---------------------------------------------------------------------------------------------
Greater than 31 days [ * ] of Installation charge invoiced to Customer
---------------------------------------------------------------------------------------------
9.2 For the purpose of this Section, no credit shall be payable in respect of
delays caused by Customer and/or circumstances where Customer is not ready
to receive or use the Fiber, or due to Customer's failure to provide Global
Crossing, or its third-party, with the appropriate support, such as
physical access, to install the Fiber.
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
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EXHIBIT I
SECTION 10. SITE-SPECIFIC PRICING
10.1 Limelight shall have the option to order dark fiber as follows:
INSTALLATION
LOCATION TERM MRC NRC
--------------------------------------------------------------------------------
[ * ] [ * ] [ * ] [ * ]
[ * ]
[ * ] [ * ] [ * ] [ * ]
Contrary to Section 2.2 herein, at the end of the Term for the above sites, the
Term shall automatically be extended on the same terms on a [ * ] basis.
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
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[GLOBLA CROSSING LOGO]
AMENDMENT #15 TO BANDWIDTH/CAPACITY AGREEMENT
LIMELIGHT NETWORKS, INC.
FEBRUARY 27, 2006
This is Amendment #15 to the Bandwidth/Capacity Agreement between Global
Crossing Bandwidth, Inc., on behalf of itself and its affiliates that may
provide a portion of the services hereunder ("GLOBAL CROSSING"), and Limelight
Networks, Inc. ("LIMELIGHT" or "PURCHASER"), dated August 29, 2001, as amended
(the "AGREEMENT").
1. Except as otherwise stated, capitalized terms used herein shall have
the same meaning as set forth in the Agreement.
2. The following terms specific to Limelight's IP Transit Service shall be
incorporated into Section 3 of the IP Transit Pricing, Exhibit C (a) to
the Agreement, as follows:
AGGREGATE
BANDWIDTH USAGE
ACROSS ALL PORTS MRC PER MBPS
---------------- ------------
[ * ] [ * ]
[ * ] [ * ]
- TIER RATE ADJUSTMENTS: Global Crossing will honor tier rate adjustments
when requested by Limelight when traffic volume is rated at a [ * ]
with a [ * ] and nears the next [ * ]. Requests to adjust tier rates
must be sent in writing by Limelight and received by Global Crossing no
later than [ * ] after receipt of invoice in which those adjustments
are to be applied. For example, [ * ] would be adjusted to [ * ] and
Limelight would be charged the lower amount.
- All new 10Gbps Ethernet IP Transit ports ordered shall have a term
commitment of not less than [ * ]. Each existing 10 Gbps Ethernet port
shall have a [ * ] bandwidth commitment on available capacity which is
part of the [ * ] commitment. Existing Circuits can be renewed or
disconnected on a [ * ] basis at the end of the initial term with
proper notice. For each new 10 Gbps Ethernet port, Customer shall have
a [ * ] bandwidth commitment on available capacity for the [ * ] year
and a [ * ] bandwidth commitment on available capacity for the [ * ]
year of service which is part of the [ * ] commitment. For example, if
Limelight committed to [ * ] ports the total commitment would be [ * ]
for first year pricing.
- In the event of Change of Control at Limelight, Limelight may cancel
circuits after a minimum of [ * ] from install date with [ * ] written
notice to Global Crossing.
- A one-time billing sign on bonus for IP Transit will be applied to
Limelight's March invoice in the amount of [ * ].
***All other IP Transit terms and/or pricing not specifically modified
in this Amendment #15 shall remain in place.
- Global Crossing shall use its best commercial efforts to provide 10Gbps
Ethernet service in the following locations, and will notify Limelight
of 10Gbps Ethernet availability on a per POP basis:
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
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GLOBAL CROSSING ON NET LOCATIONS
STATE CITY ADDRESS
----- ---- -------
[ * ] [ * ] [ * ]
[ * ] [ * ] [ * ]
[ * ] [ * ] [ * ]
[ * ] [ * ] [ * ]
[ * ] [ * ] [ * ]
[ * ] [ * ] [ * ]
[ * ] [ * ] [ * ]
[ * ] [ * ] [ * ]
[ * ] [ * ] [ * ]
[ * ] [ * ] [ * ]
[ * ] [ * ] [ * ]
[ * ] [ * ] [ * ]
[ * ] [ * ] [ * ]
[ * ] [ * ] [ * ]
[ * ] [ * ] [ * ]
3. The following terms shall be added to Limelight's Wavelength Service
Schedule, identified as Exhibit H in the Agreement, and shall apply
only to circuits ordered after the execution of this Amendment #15.
- 2.5 GBPS RATE AND TERM: The per-mile DSO rate shall be [ * ] for
all North American orders, $0 NRC with a [ * ] minimum on the on
initial 2.5Gbps wavelengths purchase. Installation charges shall
be reviewed by Global Crossing on a per-order basis. All new wave
orders shall be subject to route availability. For any circuits
ordered prior to this Amendment #15 with a rate below [ * ],
Limelight shall receive the lower rate. All MRC and NRC charges
for Metro Loops are waived for on net locations as identified in
Attachment 2, attached to this Amendment. Notwithstanding the
forgoing, on net locations identified in Attachment 2, with the
exception of the city pairs already identified in Attachment 1,
are subject to capital approval and existing transmission
capability to support the wavelength service for all levels of
capacity for all on net routes. All new 2.5Gbps wavelengths
ordered shall have a term commitment of not less than [ * ]. All
CURRENT 2.5G waves will bill at the new rate on next invoice cycle
and are not subject to [ * ].
- 2.5 GBPS UPGRADE: Commencing January 1, 2007 and subject to
availability, Limelight shall have the option to upgrade the
2.5Gbps, without liability for early termination fees on the then
current 2.5G wavelength term, provided that (i) a replacement 10
Gbps wavelength is ordered within thirty (30) days of the
cancellation order for the existing circuit (ii) the replacement
circuit has a term commitment of not less than [ * ]. Upon
upgrade, initial 2.5 wavelengths may be disconnected at any time.
- 10 GBPS RATE AND TERM: 10Gbps MRC shall be equal to [ * ] on all
10Gbps ordered. All Metro Loop MRC and NRC charges will be waived
for on net locations, identified in Attachment 2, attached to this
Amendment. Notwithstanding the forgoing, on net locations
identified in Attachment 2, with the exception of the city pairs
already identified in Attachment 1, are subject to capital
approval and existing transmission capability to support the
wavelength service for all levels of capacity for all on net
routes. Global Crossing shall use its best commercial efforts to
install the 10Gbps within ninety (90) days from date of order. All
new 10Gbps wavelengths ordered shall have a term commitment of not
less than [ * ] years. In locations where 10G orders have been
placed, additional 2.5G orders may be acquired at the [ * ] price
subject to network availability and CAPEX approval.
- Minimum MRC's may be reduced to as low as the actual mileage
charge with a payment of mutually agreed upon NRC.
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- In the event of a Change of Control in Limelight, Global Crossing
shall allow Limelight, upon written request to Global Crossing, to
alter the term of the Circuits to be [ * ] after [ * ]. If a
change of control in Limelight occurs during the first [ * ] from
the date from the date of installation, and Limelight requests the
Circuit be terminated, Limelight shall be liable for and shall pay
to Global Crossing an amount equal to the [ * ] for all months up
to and including the [ * ]. Notwithstanding the foregoing,
Limelight shall be liable for payment of [ * ], if any, for the
[ * ] for any and all disconnected circuits or ports.
- Limelight may convert from the [ * ] option to a prepaid option by
paying a [ * ]. The [ * ] will be equal to the [ * ]. A [ * ]
discount shall be applied to the remaining months if payment is
received by [ * ]. A [ * ] discount shall be applied to the
remaining months if payment is received by [ * ].
- At the conclusion of the circuit term, each circuit will renew on
[ * ] basis at Limelight's then current contracted rates.
- Global Crossing will not commence billing on any particular
partial segment unless the [ * ] [ * ] have been installed.
- A one-time billing sign on bonus for wavelengths will be applied
to Limelight's March invoice in the amount of [ * ].
4. Limelight's Wavelength Site Specific pricing shall be revised to
include the rates attached to this Amendment as Attachment 1.
5. Global Crossing will use commercially reasonable efforts to provide
current order for [ * ].
6. Limelight does not guarantee orders will be placed for all locations
where pricing has been provided.
7. The revised monthly recurring IP Transit charges shall be effective
from Limelight's Billing Cycle which commenced February 1, 2006. The
revised monthly recurring Wavelength charges shall be effective
Limelight's next full Billing Cycle which commences March 1, 2006.
8. The balance of the Agreement and any executed amendments or addenda
thereto not modified by this Amendment #15 hall remain in full force
and effect.
9. This Amendment #15 shall be effective as of the date signed by Global
Crossing below.
GLOBAL CROSSING BANDWIDTH, INC. LIMELIGHT NETWORKS, INC.
By: [ILLEGIBLE] By: /s/ William H. Rinehart
----------------------------- ----------------------------------
William H. Rinehart
President
Date: Date:
--------------------------- --------------------------------
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ATTACHMENT 1
SITE SPECIFIC WAVES
Circuit Circuit Circuit
Capacity Loc A Loc Z Qty Reqstd MRC Qty. 2 Qty. 3 Qty. 4
---------------------------------------------------------------------------------------------------
10G [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
10G [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
10G [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
10G [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
10G [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
10G [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
10G [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
10G [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
10G [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
2.5G [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
2.5G [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
2.5G [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
2.5G [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
[ * ] [ * ] [ * ] [ * ] [ * ]
[ * ] [ * ] [ * ] [ * ] [ * ]
2.5G [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
2.5G [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
2.5G [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
2.5G [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
2.5G [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
2.5G [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
2.5G [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
2.5G [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
2.5G [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
2.5G [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
2.5G [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
2.5G [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
2.5G [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
2.5G [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
2.5G [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
2.5G [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
10G [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
10G [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
10G [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
1) [ * ]
2) We will agree, within [ * ] upon request after 1/1/2007, to upgrade 2.5G wave(s) to 10G wave
at 2x 1st 2.5G wave MRC for [ * ].
10G [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
10G [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
10G [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
10G [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
10G [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
10G [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
10G [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
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ATTACHMENT 2
METRO LOOP LOCATIONS
ZIP
NORTH AMERICA ADDRESS STATE CODE CLLI V&H NPA-NXX
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*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
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ATTACHMENT 2
METRO LOOP LOCATIONS
ZIP
NORTH AMERICA ADDRESS STATE CODE CLLI V&H NPA-NXX
------------- ------- ----- ---- ---- --- -------
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*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
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ATTACHMENT 2
METRO LOOP LOCATIONS
ZIP
NORTH AMERICA ADDRESS STATE CODE CLLI V&H NPA-NXX
------------- ------- ----- ---- ---- --- -------
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*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
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ATTACHMENT 2
METRO LOOP LOCATIONS
ZIP
NORTH AMERICA ADDRESS STATE CODE CLLI V&H NPA-NXX
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ATTACHMENT 2
METRO LOOP LOCATIONS
ZIP
NORTH AMERICA ADDRESS STATE CODE CLLI V&H NPA-NXX
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METRO LOOP LOCATIONS
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*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
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METRO LOOP LOCATIONS
EUROPE ADDRESS POSTAL CODE
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*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
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EXECUTION COPY
ATTACHMENT 2
METRO LOOP LOCATIONS
EUROPE ADDRESS POSTAL CODE
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*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
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EXECUTION COPY
ATTACHMENT 2
METRO LOOP LOCATIONS
UK ADDRESS POSTAL CODE
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*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
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EXECUTION COPY
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METRO LOOP LOCATIONS
UK ADDRESS POSTAL CODE
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*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
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EXECUTION COPY
ATTACHMENT 2
METRO LOOP LOCATIONS
UK ADDRESS POSTAL CODE
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*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
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EXECUTION COPY
ATTACHMENT 2
METRO LOOP LOCATIONS
UK ADDRESS POSTAL CODE
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*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
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EXECUTION COPY
ATTACHMENT 2
METRO LOOP LOCATIONS
ASIA -- PACIFIC ADDRESS
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EXECUTION COPY
ATTACHMENT 2
METRO LOOP LOCATIONS
LATIN AMERICA -- CARIBBEAN ADDRESS
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EXECUTION COPY
--------------------------------------------------------------------------------
(GLOBAL CROSSING LOGO)
AMENDMENT #16 TO BANDWIDTH / CAPACITY AGREEMENT
LIMELIGHT NETWORKS, INC.
AUGUST 24, 2006
This is Amendment #16 to the Bandwidth/Capacity Agreement between Global
Crossing Bandwidth, Inc., on behalf of itself and its affiliates that may
provide a portion of the services hereunder ("GLOBAL CROSSING"), and LimeLight
Networks, Inc. ("LIMELIGHT" or "CUSTOMER"), dated August 29, 2001, as amended
(the "AGREEMENT").
1. Except as otherwise stated, capitalized terms used herein shall have the
same meaning as set forth in the Agreement.
2. The following shall be incorporated into the Agreement as Section 26:
"26. Customer shall comply with Global Crossing's Acceptable Use and
Security Policies (the "Policy"), as set forth in Section 6 of
Exhibit C (IP Transit Service Schedule) in Amendment #10, and such
Policy shall apply to the entire Agreement. For clarity, the Policy
shall apply to all current and future Services provided under the
Agreement."
3. Limelight's IP Transit Pricing, identified as Exhibit C(a) in the
Agreement and last revised in Amendment #15, shall be revised according to
the table below.
AGGREGATE
BANDWIDTH USAGE
ACROSS ALL PORTS MRC PER Mbps
IN GIGABITS
---------------- ------------
[ * ] [ * ]
[ * ] [ * ]
[ * ] [ * ]
[ * ] [ * ]
[ * ] [ * ]
[ * ] [ * ]
4. All other IP Transit terms and/or pricing not specifically modified in
this Amendment shall remain in place. In addition, the revised IP Transit
rates contained herein shall remain in place for a [ * ] period following
the effective date of this Amendment. Therefore, no [ * ] shall take place
within a [ * ] period after the effective date of this Amendment.
5. In the event that a customer is extended a [ * ] for IP Transit Service at
[ * ], then Global Crossing agrees to [ * ], even if such proposal is
within the [ * ] as set out in item #4 above.
6. Provided Customer signs this Amendment and returns it to Global Crossing
no later than the close of business on August 25, 2006, the revised IP
Transit rates included herein shall be effective as of September 1, 2006
(August 2006 usage). In the event this Amendment #16 is not returned by
said date, the revised rates shall be effective with Customer's first full
Billing Cycle following the execution of this Amendment by Global
Crossing.
7. The balance of the Agreement and any executed amendments or addenda
thereto not modified by this Amendment #16 shall remain in full force and
effect.
8. Each individual executing below on behalf of a Party hereby represents and
warrants to the other Party that such individual is duly authorized to so
execute, and to deliver, this Amendment.
9. This Amendment #16 shall be effective as of the date signed by Global
Crossing below.
GLOBAL CROSSING BANDWIDTH, INC. LIMELIGHT NETWORKS, INC.
By: /s/ Greg Spraetz By: /s/ Gary Baldus
-------------------------------- --------------------------------
Greg Spraetz Gary Baldus
Senior Vice President Vice President of Infrastructure
Date: Date:
------------------------------ ---------------------------------
*CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
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