EXHIBIT 10.20
CONFIDENTIAL MATERIALS HAVE BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT AND HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.
AMENDMENT SEVEN
TO THE
MANAGED NETWORK AGREEMENT
BETWEEN
SPRINT COMMUNICATIONS COMPANY L.P.
AND
BRIDGE DATA COMPANY
The Managed Network Agreement ("Agreement") between Sprint Communications
Company L.P. ("Sprint") and Bridge Data Company ("Bridge"), having an effective
date of March 1, 1995, as amended, is hereby further amended as set forth below.
WHEREAS, Sprint and Bridge have previously entered into an Agreement for the
provision of Sprint Frame Relay Service and Sprint Managed Network Services; and
WHEREAS, Sprint and Bridge desire to extend the Agreement for an additional
three (3) year period.
NOW THEREFORE, the parties mutually agree to the following:
1. Section 3. Term and Extensions. Paragraphs (a) and (b) are hereby
deleted in their entirety and replaced with the following:
(a) The initial term of this Agreement shall commence on the last
date shown on the signature page (Seventh Amendment Effective
Date), and shall continue in full force and effect through
January 31, 2002 unless terminated in accordance with its
provisions.
(b) Bridge shall have the right to extend the term of this Agreement
for up to two (2) successive one (1) year periods after the
expiration of the term (as the same may be extended pursuant to
section 9). Bridge must exercise its renewal right by providing
Sprint thirty days advance written notice of Bridge's intent to
extend.
2. Section 7. Rates and Charges. Section 7 is amended to add the following
new paragraph:
"Sprint may adjust its rates and charges or impose additional rates and
charges on Customer in order to recover amounts that Sprint is
Bridge/Sprint Confidential -1- 8/28/98
required by governmental or quasi-governmental authorities to collect
on behalf of or pay to others in support of statutory or regulatory
programs. Examples of such programs include, but are not limited to,
the Universal Service Fund, the Presubscribed Interexchange Carrier
Charge, and compensation to payphone service providers for use of their
payphones to access sprint's service."
3. Section 9. Minimum Commitment. Delete Section 9 in its entirety and
replace with the following language:
"BRIDGE agrees to achieve a minimum annual commitment ("MAC")
of * of Contributory Services during each Contract Year
(defined as the 12 billing month period commencing on the
Effective Date) of the Term. "Contributory Services" shall
include Service usage charges for the following services,
calculated after the application of all available discounts:
Domestic Sprint Frame Relay Service, Global Sprint Frame Relay
Service, Domestic access lines (including monthly ACF and COC
charges), Global access lines, Domestic Sprint Managed Network
Services, Global Sprint Managed Network Services, Domestic
Sprint Dedicated Access Facilities ("DAFs"), Global Sprint
DAFs, Domestic Sprint Dedicated IP Service, Sprint ATM
Service, and the total monthly circuit charges for the
domestic portion of International private line circuits. In
the event the Term or Renewal Term, as the case may be,
includes a partial Contract Year, the Customer's MAC will be
prorated based upon the number of months in the partial
Contract Year.
If Bridge is unable to satisfy the MAC for a Contract Year,
Bridge may "carry forward" up to * of the MAC for such
Contract Year and add such amount to the MAC for the following
Contract Year. If Customer is unable to satisfy the MAC, as
adjusted, in the last Contract Year of this Agreement, then
the last Contract Year will be extended for 3 additional
months. If, at the conclusion of such extension, Customer is
unable to satisfy the MAC, as adjusted, then Customer must pay
Sprint, in addition to all other charges, the difference
between the MAC, as adjusted, and Customer's Contributory
Services Usage Charges in the last Contract year.
If Customer terminates this Agreement or ceases to use Network
Services to any material extent, Customer will pay to Sprint
the MAC divided by 12 multiplied by the number of billing
months remaining in the Term. Sprint will ▇▇▇▇ Customer for
such amount on its next regular invoice and such amount
Bridge/Sprint Confidential -2- 8/28/98
* CONFIDENTIAL TREATMENT REQUESTED
will be due and payable according to the payment terms
contained in this Agreement.
4. Attachment B (Rates and Charges) - Domestic Pricing - SECTION I -
EQUIPMENT PURCHASE PRICE. This SECTION is superseded in its entirety
and is replaced by the following paragraphs:
SECTION I - EQUIPMENT PURCHASE PRICE
The following prices and discount percentages will apply to Equipment Bridge
purchases from Sprint during the Term which is to be located in the continental
USA.
a) Customer will receive a * discount off Sprint's list price (at
time of purchase) on all Bay Networks Equipment purchased from
Sprint (except as set forth in paragraph (o) below) that is
located in the continental USA, as long as Bridge purchases
all Bay Networks Equipment through Sprint.
b) Customer will receive a * discount off Sprint's list price (at
time of purchase) on Telebit Networking Hardware purchased
from Sprint.
c) Customer will be charged a * fixed non-recurring charge for
each BNC Transceiver Package purchased from Sprint during the
Term. The charge for each BNC Transceiver Package consists of
one transceiver, two terminators, one T-Connector, and
installation.
d) Customer will receive a * discount off Sprint's list price (at
time of purchase) on Microcom Modem Equipment purchased from
Sprint.
e) Customer will be charged a * fixed non-recurring charge for
each SP1530 Aduan purchased from Sprint. If Bridge provides
the DSUs, Bridge is responsible for providing two DSU cables
as well as the DSU. One cable will connect to the router and
one will connect to the Telco ▇▇▇▇▇▇.
f) Customer will be charged a fixed * for each WAN Interface
Cable (Model No. 930703-008) purchased from Sprint.
g) Customer will be charged a * fixed non-recurring charge for
each 910418-008 DB(M)/DB25 Cable purchased from Sprint.
Bridge/Sprint Confidential -3- 8/28/98
* CONFIDENTIAL TREATMENT REQUESTED
h) Customer will be charged a * fixed non-recurring charge for
each 950846-006 DB25(F)/V.35(M) Cable purchased from Sprint.
i) Customer will be charged a * fixed non-recurring charge for
each 3520 Codex DSU purchased from Sprint. If Bridge provides
the Codex DSUs, Bridge is responsible for de-installing the
DSU, upgrading the cables, and shipping the DSU to Sprint's
inventory site(s).
j) Bridge will receive a * discount off Sprint's list price (at
time of purchase) on Digital Transmission System, Inc. (DTS)
Equipment purchased from Sprint.
k) Bridge will receive the following discounts off Sprint's list
price (at time of purchase) on Ascend (formerly Cascade)
Equipment purchased from Sprint.
(1) a * discount on Ascend (formerly Cascade) Equipment purchased
from Sprint, except as set forth in subparagraph (2), below;
(2) a * discount on Ascend Pipeline 75 and Pipeline 85 Equipment
purchased from Sprint; and
l) Bridge will be charged an * fixed non-recurring charge for
each Visual Networks ASE-BDE DSU purchased from Sprint. This
charge includes a V.35 Router Cable, and a cable package
consisting of one Network Interface Cable, one Ethernet Patch
Cable, and one Administration Port Cable.
m) Bridge will be charged a * fixed non-recurring charge for each
Visual Networks ASE-EDE purchased from Sprint.
n) Bridge will be charged a * fixed non-recurring charge for each
Visual Networks ASE-CDE DI purchased from Sprint.
o) Bridge will be charged a * fixed non-recurring charge for each
Bay Networks ARN Router purchased from Sprint, provided that
Bridge places an initial order for at least 500 ARN Routers
with the following configuration: Bay Stack 101 10Base-T Hub,
ARN Ethernet Base ▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇ Serial Adapter Module, IP
Access Suite 8M PCMCIA, 7919 Power Cord US.
Bridge/Sprint Confidential -4- 8/28/98
* CONFIDENTIAL TREATMENT REQUESTED
5. Attachment B (Rates and Charges) - Domestic Pricing - SECTION II. - CPE
INSTALLATION. Add and/or revise the language in this Section as
follows:
First Device(6) Second Device (5)
Equipment Install Price Install Price (same location)
--------- ------------- -----------------------------
Ascend Pipeline 75 * *
Ascend Pipeline 85 * *
Bay Networks ARN Router * *
Visual Networks ASE-EDE DSU * *
Visual Networks ASE-CDE DI * *
"Customer will be charged a * fixed non-recurring installation charge for each
of the following occurrences during the Term:
TP to Cascade Conversions
TP to TP Conversions
Hot Cut Moves
Cascade to Cascade Conversions"
6. Attachment B (Rates and Charges) - Domestic Pricing - SECTION III -
MAINTENANCE. Add and/or revise the language in this Section as follows:
Bridge/Sprint Confidential -5- 8/28/98
* CONFIDENTIAL TREATMENT REQUESTED
Equipment Response Price
Ascend Pipeline 75** Next Day * each/month
Repair/Return
Ascend Pipeline 85** Next Day * each/month
Repair/Return
** The maintenance price for the Ascend Pipeline 75 and Ascend Pipeline
85 includes maintenance for two modems.
7. Attachment B (Rates and Charges). Domestic Pricing - SECTION VI. -
FRAME RELAY - Paragraph A. Access. Option I. This paragraph is
superseded in its entirety by the following paragraphs:
"Option I
(a) If Customer utilizes the access pricing from the SIA contract,
Customer will be charged the applicable rate for local access
from the SIA contract for each SIA Domestic Sprint Frame Relay
site. For non-SIA Domestic Sprint Frame Relay sites, Customer
will receive a * discount off Sprint's monthly recurring
Tariff 8 rates for each Sprint-provided 56Kbps and T-1 local
access line installed or in service during the Term.
(b) Sprint will waive * of the COC and ACF monthly recurring
charges for each Sprint-provided 56Kbps or T-1 local access
line installed or in service during the Term.
(c) Customer will be charged the applicable Sprint Tariff 8 non-
recurring installation charge for each Sprint-provided 56Kbps
or T-1 local access line installed during the Term, except as
set forth in subparagraph (d) below.
(d) Sprint will waive * of the non-recurring installation charge
for each Sprint-provided TCG type I or type 2 56Kbps or T-1
local access line installed during the Term.
(e) Customer will be charged a * fixed monthly recurring charge
and a * fixed non-recurring installation charge for each
additional DSX assignment installed or in service during the
Term.
(f) Customer will be charged a * fixed non-recurring mishome
charge for each 56/64 Kbps access circuit mishomed between
Sprint POPs in New York City.
Bridge/Sprint Confidential -6- 8/28/98
* CONFIDENTIAL TREATMENT REQUESTED
(g) Customer will be charged a * fixed non-recurring mishome
charge for each T-1 access circuit mishomed between Sprint POPs
in New York City.
8. Attachment B (Rates and Charges) - Domestic Pricing - SECTION VI -
FRAME RELAY - Paragraph C. PVC. This paragraph is superseded in its
entirety by the following paragraphs:
(a) Burst Express (Zero CIR) PVCs
Customer will be charged a * fixed monthly recurring charge for each
Domestic Sprint Frame Relay Burst Express (Zero CIR) PVC installed or
in service during the Term.
(b) Burst Express Plus (Reserved CIR) PVCs
Customer will be charged the applicable fixed monthly recurring charge
from the table below for Domestic Sprint Frame Relay Burst Express Plus
(Reserved CIR) PVCs installed or in service during the Term. The
Monthly Recurring Charge includes two (2) Burst Express Plus PVCs.
Monthly Recurring Charge
PVC Speed For 2 Burst Express Plus PVCs
--------- -----------------------------
16 Kbps *
32 Kbs *
38.4 Kbs *
64 Kbps *
128 Kbps *
192 Kbps *
256 Kbps *
320 Kbps *
384 Kbps *
448 Kbps *
512 Kbps *
576 Kbps *
640 Kbps *
704 Kbps *
768 Kbps *
832 Kbps *
896 Kbps *
960 Kbps *
1,024 Kbs *
Bridge/Sprint Confidential -7- 8/28/98
* CONFIDENTIAL TREATMENT REQUESTED
9. Attachment B (Rates and Charges) - Domestic Pricing- SECTION VI. - ATM
SERVICES. Insert the following item to this Section:
B. Port Connection Charges
Port Installation Charge Monthly Recurring Charge
---- ------------------- ------------------------
OC-3 * each * each per month**
**No other discounts apply to OC-3 Ports. Each Port must be ordered for
a minimum term of 3 years. Additional charges apply for
diversity/alternate routing.
10. Attachment F (Facilities Services Agreement) - Section 2. Equipment
Rack Space. Replace the second paragraph with the following language:
"For lease of the Equipment Rack Space during the Term, Customer will
be charged the fixed charges set forth below. The charges shall not
begin until the equipment is installed.
1) a fixed non-recurring site preparation charge of * for each
instance of rack and/or ancillary services installation activity
which includes up to two (2) consecutive working days for
installation supervision and escort (thereafter, the escort rates
as outlined in Paragraph 7 herein will apply);
2) the applicable fixed monthly recurring fee set forth below, which
shall include the cost of up to 20 AMPS of AC or DC electrical
power furnished to Customer by Sprint hereunder. Customer will be
charged a * fixed charge for each additional AMP of electrical
power used by Customer in a month.
a) for each Equipment Rack Space installed prior to January
1, 1997, a monthly recurring fee of * for each Equipment
Rack Space per Sprint POP site used; or
b) for each Equipment Rack Space installed after January 1,
1997, a monthly recurring fee of * for each Equipment Rack
Space per Sprint POP site used.
11. A new section 34 is hereby added to the Agreement, as follows:
34. Applicability of Tariff. All Standard Custom Network Service
Arrangement terms and conditions in Sprint F.C.C. Tariff No. 12
apply to this Agreement. Rates, charges and discounts for all
types, service
Bridge/Sprint Confidential -8- 8/28/98
* CONFIDENTIAL TREATMENT REQUESTED
elements, features and other products and services not in this
Agreement will be those provided under the applicable Sprint base
service tariff or public price list. Additional terms and conditions
relating to services provided to Customer are contained in the
applicable tariffs. The terms and conditions of any Tariff and/or other
discount or incentive programs apply to the services and discounts or
incentives available under such Tariff or program. In order to receive
Term Plan or other incentive discounts Customer must execute the
applicable agreements. Any terms and conditions applicable to such
discounts and/or programs which Customer elects to participate in are
in addition to the terms and conditions applicable to the Discounts.
12. A new section 35 is hereby added to the Agreement, as follows:
35. Use of Sprint Products and Services. Customer uses the Sprint
Products and Services as an element of the products and services
it provides to its customers. Customer acknowledges that it is
solely obligated to provide billing and customer service to its
customers, and that it is solely responsible for collecting all
amounts owed from its customers. Customer assumes all risk of bad
debt or non-payment by its customers. Customer represents and
warrants that invoices and other materials it provides to its
customers do not identify Sprint. If it is determined that
Customer's activities constitute a resale of telecommunications
services or similar activity or if Customer becomes subject to
regulatory filing, licensing or reporting requirements, Customer
will be solely responsible for complying with any applicable
laws, regulations, decisions, or orders, inclding the FCCs rules,
regulations and decisions.
13. All other terms and conditions of the Agreement shall remain in full
force and effect, except as expressly stated herein.
IN WITNESS WHEREOF, the parties have executed this Amendment Seven as of the
date of the last signature below.
SPRINT COMMUNICATIONS BRIDGE DATA COMPANY
COMPANY L.P.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------------------ -----------------------------
Signature Signature
Bridge/Sprint Confidential -9- 8/28/98
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Printed Name Printed Name
Executive Vice President
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Title Title
8/28/98
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Date Date
Bridge/Sprint Confidential -10- 8/28/98