0001193125-04-029462 Sample Contracts

Contract
Subordination Agreement • February 25th, 2004 • Savvis Communications Corp • Services-business services, nec • New York

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER THAT ACT OR, IN THE OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE CORPORATION, AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THIS NOTE IS FURTHER SUBJECT TO THE ADDITIONAL RESTRICTIONS ON TRANSFER CONTAINED HEREIN.

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AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 25th, 2004 • Savvis Communications Corp • Services-business services, nec • New York

AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT, dated as of February 9, 2004 (this “Agreement”), by and among SAVVIS COMMUNICATIONS CORPORATION, a Delaware corporation (the “Company”) WELSH, CARSON, ANDERSON & STOWE VIII, L.P., a Delaware limited partnership (“WCAS VIII”), and the several other entities and individuals affiliated with WCAS VIII listed under “WCAS Affiliates” on Annex I hereto (collectively with WCAS VIII, the “WCAS Purchasers”), Constellation Venture Capital II, L.P., a Delaware limited partnership (“Constellation Venture”), Constellation Venture Capital Offshore II, L.P., a Cayman Islands limited partnership (“Constellation Venture Offshore”), The BSC Employee Fund IV, L.P., a Delaware limited partnership (“BSC”) and CVC II Partners, L.L.C., a Delaware limited liability company (collectively with Constellation Venture, Constellation Venture Offshore and BSC, the “Constellation Purchasers”), Oak Hill Special Opportunities Fund, L.P., a Delaware limited partnership

AMENDED AND RESTATED ASSET PURCHASE AGREEMENT By and Among CABLE & WIRELESS USA, INC., and CABLE & WIRELESS INTERNET SERVICES, INC., AS SELLERS And SAVVIS ASSET HOLDINGS, INC. AS BUYER Dated as of January 23, 2004
Asset Purchase Agreement • February 25th, 2004 • Savvis Communications Corp • Services-business services, nec • New York

THIS AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of January 23, 2004, is made by and among CABLE & WIRELESS USA, INC., a Delaware corporation (“CWUSA”), and CABLE & WIRELESS INTERNET SERVICES, INC., a Delaware corporation (“CWIS,” and together with CWUSA and CWIS and their subsidiaries set forth on Annex I attached hereto, “Sellers”), and SAVVIS ASSET HOLDINGS, INC., a Delaware corporation (“Buyer”), a wholly owned subsidiary of Savvis Communications Corporation of Delaware (“Buyer Parent”). Capitalized terms used in this Agreement are defined or cross-referenced in Article 15.

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 25th, 2004 • Savvis Communications Corp • Services-business services, nec • New York

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of February 6, 2004, among SAVVIS COMMUNICATIONS CORPORATION, a Delaware corporation (“Savvis” or the “Company”), WELSH, CARSON, ANDERSON & STOWE VIII, L.P., a Delaware limited partnership (“WCAS”), and the several other entities and persons affiliated with WCAS listed on the signature pages hereto (the “WCAS Persons” and collectively with WCAS, the “WCAS Investors”), the other investor-parties that hold Warrants (as defined below) that are listed under “Other Investors” on the signature pages hereto or become a party to this Agreement in accordance with Section 7 (collectively, the “Other Investors”) and any Permitted Transferees (as defined below) that become a party to this Agreement in accordance with Section 9(d) (together with the Other Investors and the WCAS Investors, the “Investors”).

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