1
EXHIBIT 10.22
THE INFORMATION BELOW MARKED (*) OR (***) HAS BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.
AMENDMENT TWO
TO
COVER AGREEMENT
BETWEEN
SPRINT COMMUNICATIONS COMPANY L.P. ("SPRINT")
AND
VERIO, INC. (FORMERLY WORLDNET, INC.) ("CUSTOMER")
This Amendment Two ("Amendment") to the Cover Agreement is entered into by and
between Sprint and Customer, effective as of the first day of the first
complete billing month following the date this Amendment is signed by both
parties ("Amendment Two Commencement Date").
WHEREAS, Sprint and Customer entered into a certain Cover Agreement on
September 30, 1996 ("Cover Agreement") and Amendment One to that Cover
Agreement on November 7, 1996 ("Amendment One"), and
WHEREAS, the parties wish to amend the Cover Agreement to: (a) modify
certain special prices and terms for Sprint's Domestic ATM, Clearline and
Sprint Clarity Services, (b) add the terms and prices for a Customer Network
Monitoring (CNM) capability for ATM Services, and (c) add special prices and
terms for Domestic Sprint Frame Relay Services.
NOW THEREFORE, for and in consideration of the mutual agreement and
understandings contained herein, the parties agree as follows.
1. CHANGES TO LIST OF PRODUCTS AND SERVICES
A. The following products and services are added to the list of
"Products and Services": "Sprint Clarity and Domestic Sprint
Frame Relay."
2. CHANGES TO ATM PRICING AND TERMS - OC3 PORTS
A. The table in Subsection 4.A.1 of the Cover Agreement is hereby
amended by adding OC-3 Port pricing as follows:
Port Installation Charge Monthly Charge
---- ------------------- --------------
OC-3 Port $(*) each $ (*) each per month
B. Subsection 4.A.2 of the Cover Agreement is hereby amended by
adding the following:
"Sprint shall apply a (*) percent (*%) discount to the OC-3
Monthly Port Connection charge specified above. Notwithstanding
in the first paragraph of this Subsection, installation
charges for OC-3 Ports are not subject to the (*)% discount."
Amendment Two to Cover Agreement - Verio 1 of 8 02/19/98
SPRINT PROPRIETARY INFORMATION
2
THE INFORMATION BELOW MARKED (*) OR (***) HAS BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.
C. Subsection 4.D of the Cover Agreement is hereby amended by
adding a new Subsection 4.D.6 as follows:
"6. Orders for DS-3 Ports and OC-3 Ports will be accepted in
Sprint's sole discretion."
3. CUSTOMER NETWORK MONITORING - ATM SERVICES
A new Subsection 4.E is hereby added to the Cover Agreement as
follows:
"E. Customer Network Monitoring - Sprint shall provide Customer with a
Customer Network Monitoring (CNM) capability for its ATM sites during
the remaining Term of the Cover Agreement, which CNM capability shall
consist of: (a) a 64 Kbps out-of-band connection from Customer's
premise to the Sprint Broadband Operations Center (BBOC), (b) access
to the Proxy Agent workstation located at the Sprint (BBOC), (c)
standard installation and testing of the CNM, and (d) standard
monitoring and reporting per the Proxy Agent. Customer shall be
responsible for making appropriate router configuration changes for
this capability. The non-recurring CNM charge is $(*) per CNM.
Sprint shall waive the monthly recurring CNM charge of $(*) per
CNM. Customer shall pay Sprint all charges for local access lines per
Sprint Tariff 8."
4. CHANGES TO CLEARLINE PRICING AND TERMS
A. Subsection 5.A of the Cover Agreement is hereby amended as
follows:
1. Subsection 5.A is changed by adding the words "DS-1
(Clearline 1.5)" to the beginning of the heading as
follows:
"DS-1 (Clearline 1.5). DS-3 (Clearline 45) and OC-3
(Private Line) Special Prices"
2. Subsection 5.A.1 is hereby deleted in its entirety
and a new Subsection 5.A.1 is added in lieu thereof
which shall read as follows:
"1. Interstate DS-3 Inter-Exchange (IXC) Charges
During each billing month of the Term following the
Amendment Two Commencement Date, Customer will
receive a (*)% discount, in lieu of all other
discounts, on the monthly recurring charges for the
interexchange portion of its point-to-point
interstate (not including the domestic extension of
international private lines) Clearline 45 private
line circuits installed during the Term."
3. A new Subsection 5.A.3 is hereby added which shall
read as follows:
"3. DS-1 Inter-exchange (IXC) Charges During each
billing month of the Term following the Amendment Two
Commencement Date, Customer will be charged the
applicable rates from the tables below (based on
Customer's Monthly Volume of Service ("MVS") and
individual Order terms) for the monthly recurring
charges on the interexchange portion of each
point-to-point interstate (not including the domestic
extension of international private lines) Clearline
1.5 private line circuits installed during the Term.
Amendment Two to Cover Agreement - Verio 2 of 8 02/19/98
SPRINT PROPRIETARY INFORMATION
3
THE INFORMATION BELOW MARKED (*) OR (***) HAS BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.
Less than Three (3) Year Order Term Rates
Monthly Recurring Charges
MVS Fixed Rate per Circuit Rate per IXC Circuit Mile
-------------------- ---------------------- -------------------------
$ 0 - $ 49,999 (***) (***)
$ 50,000 - $ 74,999 (***) (***)
$ 75,000 - $ 99,999 (***) (***)
$100,000 - $199,999 (***) (***)
$200,000 - $499,999 (***) (***)
$500,000+ (***) (***)
Three Year Order Term Rates
Monthly Recurring Charges
MVS Fixed Rate per Circuit Rate per IXC Circuit Mile
-------------------- ---------------------- -------------------------
$ 0 - $ 49,999 (***) (***)
$ 50,000 - $ 74,999 (***) (***)
$ 75,000 - $ 99,999 (***) (***)
$100,000 - $199,999 (***) (***)
$200,000 - $499,999 (***) (***)
$500,000+ (***) (***)
For purposes of this paragraph, MVS Contributory Services are:
Customer's total monthly circuit charges for the interexchange
portion of Customer's domestic Clearline 1.5 private line
circuits, calculated after all available discounts have been
applied.
During the first twelve (12) billing months following the
Amendment Two Commencement Date. Customer will receive the
rates in the tables above which correspond to the $(*) MVS
level or such higher level as Customer may achieve during any
such billing month. Beginning in the 13th billing month
following the Amendment Two Commencement Date and continuing
through the last billing month of the Term, Customer will
receive rates based on the actual MVS level each month."
B. Subsection 5.B of the Cover Agreement entitled "Special
Clearline Terms" is hereby amended as follows:
1. Subsection 5.B.1 is deleted in its entirety and a
new Subsection 5.B.1 is added in lieu thereof which
shall read as follows:
"1. The special prices above for Sprint's Clearline
and Private Line Services are contingent on Customer
maintaining the following minimum average circuit
lengths (POP-to-POP) during each billing month of the
Term:
:
(***): (***)
:
(***)
Amendment Two to Cover Agreement - Verio 3 of 8 02/19/98
SPRINT PROPRIETARY INFORMATION
4
THE INFORMATION BELOW MARKED (*) OR (***) HAS BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.
2. A new Subsection 5.B.3 and Subsection 5.B.4 is added which
shall read as follows:
"3. During each billing month of the Term, at least (*)
percent ((*)%) of Customer's Clearline 1.5 traffic must be
interstate traffic."
"4. Orders for DS-3 and OC-3 circuits will be accepted in
Sprint's sole discretion."
5. CHANGES TO CLARITY PRICING AND TERMS
A. Subsection 2.A of Amendment One, entitled "Usage Charges" is
hereby deleted its entirety and a new Subsection 2.A is added
in lieu thereof which shall read as follows:
"A. Usage Charges
Beginning on the Amendment Two Commencement Date, Customer
will be charged the applicable fixed Net Effective
Usage rates from the tables below for its Sprint Clarity
Products and Services:
1. Customer will be charged the applicable fixed Net
Effective Usage rates from the table below, based on
Customer's Monthly Volume of Services (MVS), for its
interstate Sprint Clarity Outbound Service Usage Charges
and interstate Sprint Clarity Toll Free Service Usage
Charges:
Rate Per Minute
MVS Dedicated Switched
-------------------- --------- --------
$ 0 - $ 99,999 (***) (***)
$100,000 - $149,999 (***) (***)
$150,000 - $199,999 (***) (***)
$200.000 - $299,999 (***) (***)
$300,000+ (***) (***)
For purposes of this paragraph, MVS Contributory Services are:
(a) Customer's total monthly Usage Charges for Sprint Clarity
Outbound and Sprint Clarity Toll Free Services, calculated
after all available discounts have been applied, (b)
Customer's total monthly circuit charges for the interexchange
portion of Customer's domestic Clearline 1.5 and Clearline 45
private line circuits, calculated after all available
discounts have been applied, and (c) Customer's total monthly
Usage Charges for Sprint ATM and Sprint Frame Relay,
calculated after all available discounts have been applied.
2. Customer will be charged the applicable fixed Net Effective
Usage rates from the table below for its intrastate Sprint
Clarity Outbound Service Usage Charges in California:
Rate per minute
Dedicated Switched
Jurisdiction Peak Off-Peak Peak Off-Peak
------------ ------ -------- ----- --------
InterLATA (California) $ (***) $ (***) $(***) $ (***)
IntraLATA (California) $ (***) $ (***) $(***) $ (***)
3. Customer will be charged the applicable fixed Net Effective
Usage rates from the table below for its intrastate Sprint
Clarity Toll Free Service Usage in California:
Amendment Two to Cover Agreement - Verio 4 of 8 02/19/98
SPRINT PROPRIETARY INFORMATION
5
THE INFORMATION BELOW MARKED (*) OR (***) HAS BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.
Rate Per Minute
Dedicated Switched
Jurisdiction Peak Off-Peak Peak Off-Peak
------------ ---- -------- ---- --------
InterLATA (California) $ (*) $ (*) $ (*) $ (*)
IntraLATA (California) $ (*) $ (*) $ (*) $ (*)
B. Subsection 2.B of Amendment One, entitled "Installation
Charges" is hereby deleted in its entirety. Subsection 2.B of
Amendment One, which provided for waived installation charges
for T-1 access lines used to access Sprint's voice services,
is addressed in Subsection 7.B of this Amendment Two below.
6. DOMESTIC SPRINT FRAME RELAY SERVICES
The following is hereby added to the Cover Agreement.
A. Charges for Frame Relay Products and Services
Sprint's Frame Relay Products and Services are governed by
applicable Tariffs on file with regulatory agencies. As set
forth in the applicable Tariffs, the following are the primary
components of the pricing for Sprint's Frame Relay Products
and Services. The term "Domestic" shall mean the 48 contiguous
United States and the District of Columbia.
1. Local Access Facilities - These are the charges for
the physical telco leased line connecting the
Customer premise to the Sprint Frame Relay Network.
Access line charges and terms, Access Coordination
Fees (ACF) and Central Office Connection (COC) fees
shall be pursuant to Sprint Tariff 8.
2. Access Channel or Port - These are the charges for
the port access to the Sprint Frame Relay Network.
There is a one-time installation charge and a monthly
recurring charge based on the maximum allowed burst
size (bandwidth) required for each access channel
(port).
3. Permanent Virtual Connection (PVC) - These are the
charges for use of the Sprint network to interconnect
Customer's specific end-points. For Domestic Frame
Relay Services, PVC charges are based on the class of
service selected by the Customer; either Frame Relay
for LAN or Frame Relay for SNA. Both classes of
Service can be provisioned with a variety of
Committed Information Rates (CIRs). There is a one
time installation charge and a monthly recurring
charge per PVC.
4. Customer Premise Equipment - Certain Customer Premise
Equipment ("CPE") is required in order to utilize
Sprint's Frame Relay Products and Services. Customer
may purchase or rent such CPE from Sprint pursuant to
the Sprint CPE Order form. There is a one time
installation charge for CPE installed by Sprint.
B. Domestic Sprint Frame Relay Special Prices and Terms
1. For Domestic Sprint Frame Relay Services, Sprint
shall waive (*) of the installation charges for
Access Channels (Ports) and Frame Relay for LAN PVCs
installed during the Term, contingent on Customer
using such Access Channels (Ports) and PVCs for a
minimum of twenty-four (24) continuous months
("Minimum Use Period"). For any Access Channels
(Ports) and PVCs which are terminated prior to the
end of the Minimum Use Period set forth
Amendment Two to Cover Agreement - Verio 5 of 8 02/19/98
SPRINT PROPRIETARY INFORMATION
6
THE INFORMATION BELOW MARKED (*) OR (***) HAS BEEN OMITTED PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH
THE COMMISSION.
herein, Customer shall be obligated to pay Sprint a
pro-rata amount of the waived installation charges
based upon the number of months remaining in the
Minimum Use Period.
2. For Domestic Sprint Frame Relay Services, Customer
will receive the applicable discount from the table
below, in lieu of all other discounts, on the monthly
recurring charge for each Domestic Sprint Frame Relay
for LAN Service, 56/64 Kbps Access Channel in service
during the Term, based on the individual Access
Channel Order term and the total number of Customer's
Access Channels (Ports) installed at the time of the
Order:
Order Term in Years
Access Channels
Installed One Two Three Four
--------------- --- --- ----- ----
0-24 (*)% (*)% (*)% (*)%
25-49 (*)% (*)% (*)% (*)%
50-74 (*)% (*)% (*)% (*)%
75-99 (*)% (*)% (*)% (*)%
100+ (*)% (*)% (*)% (*)%
3. For Domestic Sprint Frame Relay Services, Customer
will receive the applicable discount from the table
below, in lieu of all other discounts, on the monthly
recurring charge for each Domestic Sprint Frame Relay
for LAN Service 112/128 Kbps through 1344/1536 Kbps
Access Channel in service during the Term, based on
the individual Access Channel Order term and the total
number of Customer's Access Channels (Ports) installed
at the time of the Order:
Order Term in Years
Access Channels
Installed One Two Three Four
--------------- --- --- ----- ----
0-24 (*)% (*)% (*)% (*)%
25-49 (*)% (*)% (*)% (*)%
50-74 (*)% (*)% (*)% (*)%
75-99 (*)% (*)% (*)% (*)%
100+ (*)% (*)% (*)% (*)%
4. For Domestic Sprint Frame Relay Services, Customer
will receive the applicable discount from the table
below, in lieu of all other discounts, on the monthly
recurring charge for each Domestic Sprint Frame Relay
for LAN Service (zero-CIR) permanent virtual circuit
(PVC) in service during the Term, based on the
individual PVC Order term and the total number of
Customer's Access Channels (Ports) installed at the
time of the Order:
Order Term in Years
Access Channels
Installed One Two Three Four
--------------- --- --- ----- ----
0-24 (*)% (*)% (*)% (*)%
25-49 (*)% (*)% (*)% (*)%
50-74 (*)% (*)% (*)% (*)%
75-99 (*)% (*)% (*)% (*)%
100+ (*)% (*)% (*)% (*)%
Amendment Two to Cover Agreement - Verio 6 of 8 02/19/98
SPRINT PROPRIETARY INFORMATION
7
THE INFORMATION BELOW MARKED (*) OR (***) HAS BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.
7. LOCAL ACCESS FACILITIES
A. Subsection 6.A of the Cover Agreement is amended by changing
the word "Clearline" in the second line of Subsection 6.A to
read "Clearline 45 and Private Line (OC-N)" as follows:
"All charges for Local Access Facilities provided by Sprint to
access the ATM and Clearline 45 and Private Line (OC-N)
Products and Services (including ACF and COC) shall be quoted
by Sprint on an individual Order basis."
B. Subsection 6.B of the Cover Agreement (as previously amended)
is hereby deleted in its entirety and a new Subsection 6.B is
added in lieu thereof which shall read as follows:
"B. Sprint will waive (*)% of the installation charges
(including non-recurring ACF and COC charges) for the
following Sprint provided or Customer provided local
access lines installed during the Term, contingent on
Customer using such access lines for a minimum of
twenty-four (24) continuous months ("Minimum Use
Period").
1. domestic XX-0, XX-0 and OC-3 access lines
used to access Sprint's Domestic ATM and
Clearline (including OC-3) Products and
Services;
2. domestic T-1 and DAL access lines used to
access Sprint's Domestic Frame Relay
Services;
3. domestic T-1 access lines used to access
Sprint's voice services.
If Customer disconnects any access line in which
Sprint waived the installation charges prior to the
end of the Minimum Use Period set forth herein, then
Customer shall be obligated to pay Sprint the pro-rata
dollar amount of the waived installation charges based
on the number of months from the effective date of
such termination to the expiration date of the Minimum
Use Period."
C. A new Subsection 6.C is hereby added as follows:
"C. DS-1 ACF and COC Monthly Recurring Charges. Sprint
will waive: (a) (*)% of the monthly recurring ACF
charges, and (b) (*)% of the monthly recurring COC
charges on Sprint-provided domestic DS-1 (Clearline
1.5) private line circuits with individual circuit
terms of three (3) years or longer installed or in
service during the Term."
8. OTHER SPECIAL TERMS
Section 8 of the Cover Agreement entitled "Other Special Terms" is
hereby amended by adding the following new Subsection 8.G:
"G. Sprint must be Customer's Preferred Telecommunications Services
Provider for all its voice telecommunications services."
9. CUSTOMER'S AFFILIATES AND SUBSIDIARIES
Attachment C to the Cover Agreement is hereby modified by deleting the
list of Customer's Affiliates and Subsidiaries and adding the list of
Customer's Affiliates and Subsidiaries attached to this Amendment in
lieu thereof.
Amendment Two to Cover Agreement - Verio 7 of 8 02/19/98
SPRINT PROPRIETARY INFORMATION
8
10. ENTIRE AGREEMENT
A. This Amendment Two represents the entire agreement between the
parties with respect to the subject matter hereof and
supersedes all prior statements, communications or agreements,
whether oral or written, between the parties.
B. This Amendment Two, Amendment One, the Cover Agreement, the
Orders and all applicable Tariffs shall represent the entire
agreement between the parties with respect to Sprint's
provision of the Products and Services. In the event of any
conflict between any of the aforementioned documents, the
following shall be the order of precedence: (1) the applicable
Tariffs, (2) this Amendment Two, (3) Amendment One, (4) the
Cover Agreement, and (5) the Orders.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment Two to the
Agreement to be executed by their duly authorized representatives.
VERIO, INC. SPRINT COMMUNICATIONS COMPANY, L.P.
By: /s/ XXXXX XXXXXXXX By: /s/ XXXX XXXXX
------------------------------------- --------------------------------
Signature Signature
Xxxxx XxXxxxxx Xxxx Xxxxx
------------------------------------- --------------------------------
Name Typed or Printed Name Typed or Printed
Chief Technical Officer Vice President
------------------------------------- --------------------------------
Title Title
February 25, 1998 March 2, 1998
------------------------------------- --------------------------------
Date Date
Amendment Two to Cover Agreement - Verio 8 of 8 02/19/98
SPRINT PROPRIETARY INFORMATION
9
ATTACHMENT C
LIST OF CUSTOMER'S AFFILIATES AND SUBSIDIARIES
Attached is a list of the affiliates and subsidiaries of Verio, Inc. who are
eligible to obtain the Products and Services pursuant to the terms and
conditions and prices set forth in this Agreement. This list may change from
time to time upon written agreement of the parties.
LISTING OF AFFILIATES:
----------------------
ACCESSONE INTERNET INTERSTATE RAINET
00000 XX 000xx 0000 Xxxxx Xxxx Xxxxxx Xxx Xxxxxxxxx Xxxxxxxx
Xxxxx X Xxxxxxxx, XX 00000 000 XX 0xx Xxxxxx
Xxxxxxxx, XX 00000 (301) 652-4468 Xxxxx 000
(000) 000-0000 Xxxxxxxx, XX 00000
NATIONAL KNOWLEDGE (000) 000-0000
AIMNET NETWORK
2350 Mission College 000 Xxxxx Xx. Xxxx Xxxxxx XXXXXXX
Xxxx. Xxxxx 000 00000 Xxxxxxxxxxx Xxxx
Xxxxx 000 Xxxxxx, XX 00000 Livonia, MI 48150
Xxxxx Xxxxx, XX 00000 (214) 880-0700 (000) 000-0000
(000) 000-0000
NORTHWEST NET, INC. SERVICE TECH
CCNET, INC. 00000 X.X. 00xx Xxxxx 000 Xxxxxx Xxxxxx
0000 Xxxxxxx Xxxxx Xxxxx 000 Xxxxxxxxx, Xxx Xxxx
Suite 130 Bellevue, WA 98007 14607
Xxxxxx Xxxxx, XX 00000 (206) 649-7400 (000) 000-0000
(0) 000-0000
ONRAMP TECHNOLOGIES SIGNET PARTNERS, INC.
COMPUTE INTENSIVE 0000 Xxxxxxxx Xxxxxxx 1515 South Capital of
0000 Xxxxxx Xxxxxx Xxxxx The InfoMart Texas Highway
Suite 1130 Suite 2026 Suite 400
Irvine, CA 92718 Xxxxxx, XX 00000 Xxxxxx, XX 00000
(0) 000-0000 (000) 000-0000 (000) 000-0000
COMPUTECH STRUCTURED NETWORK
000 Xxxx Xxxxxxxxx Xxxxx PACIFIC RIM NETWORK, SYSTEMS
Suite 328 INC. Xxxxxxxx Xxxxxxxx Xxxx
Xxxxxxx, XX 00000 000 X Xxxxx Xxxxxx 00000 XX 000xx Xxx
(000) 000-0000 Xxxxxxxxxx, XX 00000 Suite 201
(000) 000-0000 Xxxxxxxxx, XX 00000
GLOBAL ENTERPRISE (000) 000-0000
SERVICES, INC. (GES) PIONEER GLOBAL Fax: 000-000-0000
0000 XX Xxxxx 0 Xxxxx, 000 Xxxxxxxx Xxxxxx
0xx Xxxxx Xxxxxx, XX 00000
Xxxxxxxxx, XX 00000 (617) 375-0200
(609) 514-3800
C-1 02/19/98
SPRINT PROPRIETARY INFORMATION
10
SURF NETWORK, INC. DYNANET ATMNET
000 Xxxxxxx Xxxx COMMUNICATIONS, INC. 0000 Xxxxxxxxx Xx, Xxxxx
Xxxxx 0X 000-000-0000 0000
Xxxxxxx, XX 00000 Fax: 000-000-0000 Xxx Xxxxx, XX 00000
(000) 000-0000
GLOBAL INTERNET VERIO COLORADO
WEST COAST ONLINE 755 Page Mill Road, Suite 0000 X. Xxxxxxx, Xxxxx
0000 Xxxxxxx Xxxxx A-101 0000
0xx Xxxxx Xxxx Xxxx, XX 00000 Xxxxxxxxx, XX 00000
Xxxxxxx Xxxx, XX 00000 Telephone: 000-000-0000 708-2201
(000) 000-0000
C-2 02/19/98
SPRINT PROPRIETARY INFORMATION
