EXHIBIT 10.4
June 28, 2002
Constellation Venture Capital II, L.P.
Constellation Venture Capital Offshore II, L.P.
The BSC Employee Fund IV, L.P.
CVC II Partners, L.L.C.
000 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Reference is made to the Investor Rights Agreement dated as of March 6, 2002, as
amended by Amendment No. 1 dated as of June 28, 2002 among Savvis, Reuters and
WCAS, as such agreement may be further amended, modified or restated from time
to time (the "Agreement"). Capitalized terms used and not defined herein have
the meanings given to them in the Agreement.
In order to induce the Constellation Entities to purchase certain securities of
Savvis on the date hereof, (i) if so requested by the Constellation Entities,
each of the WCAS Investors set forth below agrees with the Constellation
Entities to timely vote or cause to be voted (including by way of execution of
written consent if so requested by the Constellation Entities) all of the shares
of Savvis Stock of which they have an interest in favor of the Constellation
Entities' nominee to the Company's board of directors so long as the
Constellation Entities are entitled to nominate a director to the Company's
board of directors pursuant to Section 6 of the Investor Rights Agreement and
not to remove any such nominee except at the direction of the Constellation
Entities and (ii) the Company agrees (x) at its next regularly scheduled meeting
of its board of directors, but in no event later than July 24, 2002, to cause
its board of directors to be increased to ten members and to fill such then
created vacancy with such person nominated by the Constellation Entities and (y)
to cause any nominee designated by the Constellation Entities in accordance with
Section 6(a) of the Agreement to be submitted to the Company's stockholders for
election at any time that any persons are submitted to the Company's
stockholders for election to the Company's board of directors. The Constellation
Entities agree that any nominee designated by them will be a managing director
or senior investment professional of Constellation Venture Capital II, L.P.,
Constellation Venture Capital Offshore II, L.P. or CVC II Partners, L.L.C.
Sincerely,
Savvis Communications Corporation
By /s/ Lane. X. Xxxxxxxxxx
Name: Lane. X. Xxxxxxxxxx
Title: Vice President and Acting General Counsel
Welsh, Carson, Xxxxxxxx & Xxxxx VIII, L.P.
By /s/ Xxxxxxxx Rather
Name: Xxxxxxxx Rather
Title: Managing Member
Welsh, Carson, Xxxxxxxx & Xxxxx VII, L.P.
By /s/ Xxxxxxxx Rather
Name: Xxxxxxxx Rather
Title: General Partner
Welsh, Carson, Xxxxxxxx & Xxxxx VI, L.P.
By /s/ Xxxxxxxx Rather
Name: Xxxxxxxx Rather
Title: Attorney-In-Fact
WCAS Management Corporation
By /s/ Xxxxxxxx Rather
Name: Xxxxxxxx Rather
Title: Treasurer
Constellation Venture Capital II, L.P.
By /s/ Xxxxxxxx X. Xxxxxxxx
Name: Xxxxxxxx X. Xxxxxxxx
Title: SMD
Constellation Venture Capital Offshore II, L.P.
By /s/ Xxxxxxxx X. Xxxxxxxx
Name: Xxxxxxxx X. Xxxxxxxx
Title: SMD
CVC II Partners, L.L.C.
By /s/ Xxxxxxxx X. Xxxxxxxx
Name: Xxxxxxxx X. Xxxxxxxx
Title: SMD
The BSC Employee Fund IV, L.P.
By /s/ Xxxxxxxx X. Xxxxxxxx
Name: Xxxxxxxx X. Xxxxxxxx
Title: SMD
