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Network Services Agreement [Amendment No. 1] - SAVVIS Communications Corp. and Reuters Ltd.

Amendment No. 1 to Network Services Agreement

 

That certain NETWORK SERVICES AGREEMENT (the “Agreement”), dated September 28, 2001, by and between SAVVIS Communications Corporation, a Delaware corporation (“SAVVIS”), and Reuters Limited, a company incorporated in England under registered number 3918478 (“Reuters”), is hereby amended effective March 1, 2002 (the “Effective Date”) by this Amendment No. 1 (the “Amendment”), as follows:

 

1.

This Amendment and attached exhibits applies only to xDSL and LANx services, as defined in Exhibit 2 hereto, provided by SAVVIS to Reuters in Canada (“Canadian Services”).

 

2.

The following provisions shall apply to the pricing for Canadian Services:

 

a.

The new circuit pricing for Canadian Services (“Canadian Pricing”) is set forth in Exhibit 1 hereto, which supplements and revises Schedule 3 of the Agreement with respect to Canadian Services only.

 

b.

The new Canadian Pricing is predicated upon Reuters maintaining a circuit level count in Canada in excess of [**] circuits (the “Circuit Minimum”) for a period of no less than [**] commencing upon the Effective Date (the “Initial Period”). If the circuit count in Canada falls below the Circuit Minimum during the Initial Period, SAVVIS reserves the right to invoice Reuters for the equivalent of [**] circuits regardless of the actual number of client circuits installed. [**] Upon completion of the Initial Period, SAVVIS will invoice Reuters [**] set forth in Exhibit 1. [**]

 

c.

In the event that Reuters experiences a “business downturn” in Canada, as defined in Section 3.6.3(D) of the Agreement, the Circuit Minimum shall no longer apply.

 

d.

The new Canadian Prices shall take effect as of the Effective Date, provided, however, that the new Canadian Pricing will not apply to any circuits that require migration unless and until such migration is completed.

 

e.

Service Level Agreements (“SLAs”) for the Canadian Services will be adjusted as set forth in Exhibit 2 hereto, which supplements Schedule 5 of

 

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CONFIDENTIAL TREATMENT REQUESTED

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the Agreement with respect to the xDSL and LANx services in Canada only. Other Canadian services will continue to be subject to the SLAs for the North America Region, as set forth in Schedule 5 of the Agreement.

 

f.

Upon notification from Reuters that it is no longer utilizing the POPs in Calgary and Vancouver, SAVVIS shall reduce the Multicast Fee for the Canadian Multicast Service by [**] per month.

 

g.

The new Canadian Pricing and terms and conditions with respect to Canada Services set forth herein, including the reductions in the Canadian Multicast Fee, shall not effect the Minimum Monthly Commitments as set forth in the Agreement.

 

h.

The new Canadian Pricing constitutes a price review as defined in Section 3.5 of the Agreement.

 

3.

This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

 

[SIGNATURE PAGE FOLLOWS]

 

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CONFIDENTIAL TREATMENT REQUESTED

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to the Network Services Agreement to be executed as of the Effective Date.

 

 

 

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CONFIDENTIAL TREATMENT REQUESTED

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EXHIBIT 1

 

Amendment to Schedule 3 of Network Services Agreement for Canada only

 

New Canadian Pricing

 

Region

Client Type

Frame 128kbps

Frame 256kbps

Frame 512kbps

Frame 1.54mpbs

Private Line 128kbps

Private Line 256kbps

Private Line T1

Canada

Zone 1

[**]

[**]

[**]

[**]

[**]

[**]

[**]

Zone 2

[**]

[**]

[**]

[**]

[**]

[**]

[**]

Zone 3

[**]

[**]

[**]

[**]

[**]

[**]

[**]

Zone 4

[**]

[**]

[**]

[**]

[**]

[**]

[**]

Zone 5

[**]

[**]

[**]

[**]

[**]

[**]

[**]

Metro Area

[**]

[**]

[**]

Region

Client Type

ADSL 3meg/640kbps

SDSL 2meg/2meg

LANx 2meg VBR

LANx 10meg VBR

Canada

Where Available

[**]

[**]

[**]

[**]

 

Note 1: Bundled Monthly Recurring, include:

[**]

[**]

[**]

[**]

[**]

[**]

[**]

[**]

Note 2: Minimum [**] term per customer site ordered

Note 3: All Frame Relay and Private Line connections are Service Class 1

Note 4: All xDSL and LANx connections are Service Class 4

Note 4: Additional logical connections (over the same loop) to same site [**]

Note 5: Zones are based upon Bell Nexxia’s Service Zones for Frame Relay

 

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CONFIDENTIAL TREATMENT REQUESTED

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Other Pricing:

 

 

		One Time Charges:
				Installs
		Speed		Canada
		ADSL		[**]
		DS1 (full T1)		[**]
		DS1 (channelized service)		[**]
		DS3		[**]
		Frame Service		[**]
				Modifications
		Speed		Canada
		<=T1/E1		[**]
		>T1/E1		[**]
		Speed		Site Survey
		All Speeds		[**]
		ISDN Back Up Services:
		Speed		ISDN Monthly
		128 Kbps		[**]

 

* All Pricing is in US dollars

 

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CONFIDENTIAL TREATMENT REQUESTED

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EXHIBIT 2

 

Amendment to Schedule 5 of Network Services Agreement for Canada only

 

Section 2 – Definitions:

 

New Term:

xDSL

 

Definition:

Asymmetric or Symmetric Digital Subscriber Line. This is an access method specific to Canada for Service transport to Customer.

 

New Term:

LANx

 

Definition:

Local Area Network (LAN) Extension. This is an access method specific to Canada for Service transport to Customer.

 

Addition to Existing Term:

Availability

 

Addition to Existing Definition:

[**]

[**]

 

Section 3 – MTTR:

 

3.1(C) Less than [**] hours for xDSL.

 

Section 4 – Deliver and Installation of Customer Orders

 

Interval target set forth in 4.1(B) shall apply.

 

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CONFIDENTIAL TREATMENT REQUESTED

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Section 5 – Service Level:

 

5.4 Canada xDSL and LANx Service Level Agreement:

 

		Canada (xDSL & LANx)
		Class of Service		Average Availability (Core/To Edge)
		Class 1		[**]
		Class 2		[**]
		Class 3		[**]
		Class 4		[**]

 

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CONFIDENTIAL TREATMENT REQUESTED