Sample Business Contracts

Letter of Intent (Amendment) - SAVVIS Communications Corp. and MoneyLine Network Inc.

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SAVVIS Communications Corp.
Tel. 1-703-234-8000
Fax. 1-703-234-8374

                                                 October 18, 2001

Via Facsimile and Express Mail

Mr. Larry Ng
MoneyLine Network, Inc.
233 Broadway
23rd Floor
New York, NY 10279

Re:  Amendments to Letter of Intent dated August 16, 2001

Dear Larry:

Based on our recent discussions, below is our proposal to meet the new pricing
and business term requirements that you have outlined. This "Letter Amendment
No. 1" will serve to amend the Letter of Intent between us dated August 16, 2001
("LOI") and any terms and conditions not defined herein are as set forth in the

1.       Overall pricing discounts on the Client IP pricing levels.

         -------------- --------------------- --------------------- ------------------- -------------------------
                        CLIENT IP             MULTICAST             COMMITMENT TOTAL    DISCOUNT OFF LOI RATE
         -------------- --------------------- --------------------- ------------------- -------------------------
         Year 1         [**]                  [**]                  $70M                [**]
         -------------- --------------------- --------------------- ------------------- -------------------------
         Year 2         [**]                  [**]                  $50M                [**]
         -------------- --------------------- --------------------- ------------------- -------------------------
         Year 3         [**]                  [**]                  $35M                [**]
         -------------- --------------------- --------------------- ------------------- -------------------------
         Year 4         [**]                  [**]                  $25M                [**]
         -------------- --------------------- --------------------- ------------------- -------------------------
         Year 5         [**]                  [**]                  $20M                [**]
         -------------- --------------------- --------------------- ------------------- -------------------------

     SAVVIS agrees to defer payment of [**] of the $70M minimum commitment in
     Year 1, which is equivalent to [**]. The [**] deferred payment will apply
     to billed charges for the first twelve months of Year 1 of the Network
     Serves Agreement ("Agreement") to be entered into by us and will have to be
     paid in the first two months, prorated evenly, of Year 2 (months 13 and 14
     of the Agreement.) SAVVIS will only accept the deferred payment terms



     if MoneyLine meets all the payment terms from the Letter of Intent during
     the term of the Agreement.

     In addition, SAVVIS will agree to establish additional regional pricing for
     the Tier 1 cities/regions in Europe and Asia to reflect any variations in
     access loop cost.

2.   In addition to the above discounts, SAVVIS will offer MoneyLine additional
     discounts off of the Client IP rates in Years 4 and 5. At the end of Year
     3, SAVVIS [**] (for sites that have been installed since day 1 of the
     Agreement). This discount, which is in addition to the discounts in Years 4
     and 5 above, [**].

3.   If SAVVIS maintains ownership of the local access lines and CPE, we will
     offer MoneyLine a [**] discount off of the Client IP pricing, on all second
     "logical connections" to a site. This would allow MoneyLine to offer
     multiple content applications from themselves or partners to the same site
     for a very cost effective rate.

4.   Office Automation Network: SAVVIS proposes that MoneyLine can buy the
     Office Automation network connectivity at the Tier [**] Client IIP rates as
     outlined in the LOI, with the discounts in section 1 above applying. The
     Office Automation will cost no more than [**] per month. If MoneyLine shall
     fail to meet the Minimum Commitment Total set forth in section 1 in any
     Year of the Agreement, then the amount it spends on Office Automation in
     that Year will be credited toward its Minimum Commitment.

5.   Managed Service Fee: For the Bridge Satellite Networks and Legacy Telerate
     Network, SAVVIS agrees to manage these services. The cost to manage these
     services will be [**]. As MoneyLine migrates the Legacy Telerate Network
     circuits over to the Client IP service, the Client IP pricing will apply.

6.   Legacy Telerate Network Maintenance Fee: For maintenance of the Legacy
     Telerate Network, Savvis will bill MoneyLine [**] per month plus travel,
     parts and direct expenses for the first 9 months and will renegotiate that
     fee after the first 9 months based upon its review of the migration success
     of such Network. MoneyLine, however, will remain responsible for desktop
     support at customer sites, such as application upgrades. If MoneyLine shall
     fail to meet the Minimum Commitment Total set forth in section 1 in any
     Year of the Agreement, then the amount it spends on Legacy Telerate Network
     Maintenance in that Year will be credited toward its Minimum Commitment.

7.   Personnel: SAVVIS agrees to take over responsibility for certain
     Bridge/Telerate personnel to be agreed upon in Europe and Asia that operate
     the MoneyLine network and services ("Transition Employees"). SAVVIS will
     assume responsibility for the Transition Employees, including payroll,
     subject to the reservations in this section, for a six month transition
     period ("Transition Period"). By the end of the Transition Period, SAVVIS
     will determine which of the Transition Employees it shall retain in order
     to provide the agreed upon network services to MoneyLine ("Retained
     Employees"). Each Transition Employee




     who is not retained by SAVVIS beyond the Transition Period ("Non-Retained
     Employees") shall receive from the Bridge/Telerate estate, or in lieu
     thereof, from MoneyLine, the severance he/she would have received had
     he/she not become a Transition Employee.

     With respect to Transition/Retained Employees in countries where SAVVIS
     does not currently have legal authority to hire employees, MoneyLine shall
     remain responsible for such Employees and will invoice SAVVIS for the
     associated costs, including payroll, until such time as SAVVIS is
     authorized to assume responsibility for such Employees (which will endeavor
     to become within a commercially reasonable time period) .

     This section 7 replaces in its entirety section 15 of the LOI regarding
     transferring SAVVIS employees to MoneyLine.

8.   Call Countries: For countries where SAVVIS is not licensed to sell service,
     SAVVIS shall have the option to acquire the networking assets from
     MoneyLine, once we are licensed to sell service, [**]. In the interim
     period, SAVVIS will use the MoneyLine licenses to provide service in these
     "Call Countries." The Call Countries are: Poland, Hungary, Malaysia,
     Venezuela, Bahrain, China, Kuwait, Saudi Arabia, Thailand and the United
     Arab Emirates.

9.   Distributor Countries. For certain other countries where SAVVIS is not
     licensed to sell services directly, the local end of the services are
     provided through a customer distributor. Distributor countries include:
     Bahamas, Columbia, India, Indonesia, Panama, Phillipines, South Africa,
     South Korea, and Turkey.

We will work with you in good faith to enter into the definitive Network
Services Agreement contemplated by the LOI within a reasonable timeframe, and
until such time, the LOI as amended by this Letter, shall continue in full force
and effect.

If these terms are acceptable to you, please so indicate below. I look forward
to working together on the definitive Agreement.


/s/ Matt Fanning

Matt Fanning
EVP Strategic Development





/s/ Larry Ng
Larry Ng
Executive Vice President