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***Text Omitted and Filed Separately
Confidential Treatment Requested
Under 17 C.F.R. Sections 200.880(b)(4)
200.83 and 240.24b-2
EXHIBIT 99.4
AMENDMENT TO
RICOCHET(2) RESELLER AGREEMENT
NOVEMBER 12, 1999
Reference is made to that certain Ricochet(2) Reseller Agreement (the
"Agreement") dated June 1999, by and between Metricom, Inc. ("Metricom") and MCI
WorldCom, Inc. ("MCI WorldCom"). The parties hereby add the following changes
and/or additions to the Agreement:
1. Delete Section 6 in its entirety and replace it with the following:
6. COMMUNICATIONS SERVICES
6.1 PRE-COMMERCIALLY READY (PER SCHEDULE 1.3 OF THE AGREEMENT)
NON-RECURRING Costs. For all GSA's, MCI WorldCom shall be
responsible for all normal pre-light up non-recurring costs
including, but not limited to, installation costs and fees,
circuit provisioning costs and fees, co-location costs and fees,
turn-up fees and power installation costs.
Metricom shall select both the required services/facilities and
the vendor or vendors to provide the non-recurring items and MCI
WorldCom shall pay the costs regardless of whether MCI WorldCom
or some other party is the vendor.
Metricom shall engage all reasonable good faith efforts to
minimize such costs for both itself and MCI WorldCom.
Within ten days of receiving an invoice for a pre-light up
non-recurring cost, Metricom shall invoice MCI WorldCom and MCI
WorldCom shall pay the invoice within thirty days of receipt of
such invoice.
6.2 PRE-COMMERCIALLY READY (PER SCHEDULE 1.3 OF THE AGREEMENT)
RECURRING COSTS. Metricom shall be responsible for all pre-light
up recurring costs including all shares network circuit costs,
network management circuit costs, dial up circuit costs and
recurring co-location costs.
6.3 POST-COMMERCIALLY READY (PER SCHEDULE 1.3 OF THE AGREEMENT)
RECURRING COSTS. Metricom shall be responsible for all pre-light
up recurring costs including all shared network circuit costs,
network management circuit costs, dial up circuit costs and
recurring co-location costs. Metricom shall engage all reasonable
good faith efforts to minimize such costs for both itself and MCI
WorldCom.
MCI WorldCom agrees, regardless of whether MCI WorldCom or some
other party provides the services/facilities, to reimburse
Metricom for forty percent (40%) of such costs. Within ten days
of the end of a month, Metricom shall invoice MCI WorldCom and
MCI WorldCom shall pay the invoice within thirty days of receipt
of such invoice.
Confidential
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6.4 DEDICATED WAP TO NIF OR NIF TO NETWORK CIRCUITS FOR MCI WORLDCOM
SUBSCRIBERS. If, in connection with communications traffic
generated by MCI WorldCom Subscribers, MCI WorldCom requests
dedicated circuits for MCI WorldCom subscribers, MCI WorldCom
will provide, at no cost to Metricom, all required and necessary
recurring and non-recurring circuits, facilities and hardware
dedicated to the purpose of carrying and transporting such
dedicated traffic. This section shall not relieve MCI WorldCom of
its obligation under Sections 6.1, 6.2 or 6.3.
2. Replace Schedule 1.3 with the revised Schedule 1.3 attached hereto.
3. Insert the following two paragraphs at the end of Section 5 of Schedule
4.1 - Quality of Service:
Metricom and MCI WorldCom agree to reassess the Quality of
Service standards as set forth in this schedule 4.1 based upon
network performance, customer usage requirements, and other
criteria deemed relevant by MCI WorldCom and further agree to
negotiate in good faith any revisions or modifications to such
Quality of Service standards.
In the event that Metricom and MCI WorldCom determine to revise
or modify such standards, but cannot reach mutual agreement with
respect to the amendment of Schedule 4.1 to incorporate such
revisions or modifications, the Quality of Service standards as
set forth in sections 1 through 4 of this Schedule 4.1 shall
continue in full force and effect.
To the extent that this Amendment is inconsistent with the Agreement,
this Amendment shall govern and shall be deemed to amend and supersede the
Agreement as of the date hereof. All terms used herein and not otherwise defined
shall have the same meanings ascribed to them in the Agreement. Except as
expressly set forth herein, the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their duly authorized representatives.
METRICOM, INC. MCI WORLDCOM, INC.
/s/ Xxxxxxx X. Xxxxxxxxx /s/ Xxxx X. Xxxxxx
------------------------------------- ------------------------------
Signature Signature
Xxxxxxx X. Xxxxxxxxx Xxxx X. Xxxxxx
------------------------------------- ------------------------------
Printed Name Printed Name
CEO President and CEO
------------------------------------- ------------------------------
Title Title
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SCHEDULE 1.3
DEPLOYMENT SCHEDULE
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COMMERCIALLY GSAS WHERE SERVICE
READY DATE CUMULATIVE # OF GSAS WILL BE DEPLOYED
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June 30, 2000 11 Phase I Cities
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[...***...]
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PHASE I CITIES TOTAL SQUARE MILES COVERED
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Xxxxxxx, XX 000
Xxxxxxx, XX 1,320
Dallas/Ft. Worth, TX 1,358
Houston, TX 000
Xxx Xxxxxxx, Xxxxxx Xxxxxx, XX 2,300
New York, NY/New Haven, CT 2,700
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[...***...]
Xxxxxxx, XX 000
Xxx Xxxxx, XX 000
Xxx Xxxxxxxxx Xxx Xxxx 1,253
Seattle, WA/Puget Sound 451
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PHASE II CITIES TOTAL SQUARE MILES COVERED
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Xxxxxxxxx, XX 000
[...***...]
Washington, D.C. 900
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[...***...]
For the purposes of this Schedule 1.3, the network will be commercially ready in
a GSA when the network through which Metricom will provide the Service covers
[...***...]
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