EXHIBIT 10.35
Amendment No. 2 to the Supplemental Agreement
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That certain Agreement Regarding the Supplemental Terms of the Interim SAVVIS
Financing As Approved by the May 3, 0000 Xxxxx xx xxx Xxxxxx Xxxxxx Bankruptcy
Court for the Eastern District of Missouri dated as of May 3, 2001 and amended
by Amendment No. 1 dated December 31, 2001 (the "Supplemental Agreement"), by
and between BIS Administration, Inc. (f/k/a Bridge Information Systems, Inc.)
("BIS"), BDC Administration, Inc. (f/k/a Bridge Data Company) and for and on
behalf of all of BIS' subsidiaries and affiliates which are
debtors-in-possession in Case Xx. 00-00000-000, Xxxxxx Xxxxxx Bankruptcy Court
for the Eastern District of Missouri, Eastern Division, on the one hand, and
SAVVIS Communications Corporation, a Delaware corporation and SAVVIS
Communications Corporation, a Missouri corporation (collectively, "SAVVIS"), on
the other hand, is hereby amended effective January 8, 2002 (the "Effective
Date") by this Amendment No. 2, as follows:
1. This Amendment No. 2 replaces, in its entirety, Amendment No. 1.
2. Paragraph 5(b) of the Supplemental Agreement is omitted in its entirety and
replaced with the following:
"5.(b)(i) SAVVIS has issued to BIS $12,000,000 U.S. amount of
convertible preferred SAVVIS stock (the "Preferred Stock"), such
Preferred Stock to be issued to BIS upon the closing of long term
financing pursuant to which SAVVIS Delaware issues preferred stock in
an amount equal to no less than $50,000,000 (the "Long Term
Financing"). The Preferred Stock will contain the same rights and terms
as the shares issued to the entities providing Long Term Financing to
SAVVIS. In the event that SAVVIS does not obtain Long Term Financing
prior to February 28, 2002 (the "Financing Date"), then no Preferred
Stock shall be issued, the Note Shall remain unsatisfied and the SAVVIS
Pre-Petition Receivable shall remain unpaid, such that all parties
hereto shall be returned to their respective positions with respect
thereto without waiver of any claims, rights, defenses or remedies;"
3. Each party hereto has all requisite corporate or other organizational power
and authority and has received all consents necessary for it to enter into,
deliver and carry out the obligations of this Amendment.
4. This Amendment may be executed in one or more counterparts, with signature to
each such counterpart being a signature to all such counterparts, each of which
shall be deemed an original, but all of which together will constitute one and
the same instrument.
5. As amended hereby, the Supplemental Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
Effective Date.
SAVVIS COMMUNICATIONS CORPORATION, a Missouri Corporation
By: /s/ Lane X. Xxxxxxxxxx
Title: Deputy General Counsel and Assistant Vice President
SAVVIS COMMUNICATIONS CORPORATION, a Delaware Corporation
By: /s/ Lane X. Xxxxxxxxxx
Title: Deputy General Counsel and Assistant Vice President
BIS ADMINISTRATION, INC.
By: Xxxxxx Xxxxxxxx
Title: Chief Restructuring Officer
BDC ADMINISTRATION, INC.
By: Xxxxxx Xxxxxxxx
Title: Chief Restructuring Officer
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