Fill and Sign the Managed Agreement Form

AMENDMENT THREE TO THE MANAGED NETWORK AGREEMENT BETWEEN SPRINT COMMUNICATIONS COMPANY, L.P. AND BRIDGE DATA COMPANY The Managed Network Agreement ("Agreement") between Sprint Communications Company, L.P. ("Sprint") and Bridge Data Company ("Bridge"), having an effective date of March 1, 1995, as amended, is hereby further amended as set forth below. WHEREAS, Sprint and Bridge have previously entered into an Agreement for the provision of managed network services; and WHEREAS, Sprint and Bridge desire to amend the Agreement. NOW THEREFORE, the parties mutually agree to the following: 1. Section 2. Contract Documents and Definitions. The following changes are hereby made to the Attachments: Attachment A is superseded in its entirety by the revised Attachment A (Scope of Work) which is hereby incorporated into the Agreement. Attachment B is superseded in its entirety by the revised Attachment B (Rates and Charges) which is hereby incorporated into the Agreement. Attachment E is superseded in its entirety by the revised Attachment E (Performance Specifications) which is hereby incorporated into the Agreement. Attachment F (Facilities Services Agreement) is hereby incorporated into the Agreement. 2. Section 3. Term and Extensions. Delete Paragraph (a) in its entirety and replace with the following language: (a) The initial term of this Agreement shall commence on the last date shown on the signature page (Effective Date), and shall continue in full force and effect through January 31, 1999 unless terminated in accordance with its provisions. Bridge/Sprint Confidential -1- 1/26/96 3. Section 4. Termination by Bridge. Delete Paragraph (b) in its entirety and replace with the following language: (b) with liability to Sprint for the Products and Services provided prior to such termination, plus an amount equal to one hundred percent of the difference between the Minimum Commitment and the actual charges invoiced for each remaining contract year or any portion thereof. 4. Section 9. Minimum Commitment. Delete this Section in its entirety and replace with the following language: BRIDGE agrees to achieve the following minimum annual commitments ("MAC") as follows: For Bridge's domestic and international frame relay and managed router services, the following MACs apply. Contributing to this MAC are recurring charges for domestic and international access channels (ports), PVCs' IPVCs' and access line charges (including recurring Central Office Connection charges and Access Coordination Fees), and monthly equipment maintenance and management charges. The MAC is calculated after the application of any discounts. MAC for 1996: $4,100,000 MAC for 1997: $5,400,000 MAC for 1998: $5,400,000 For Bridge's domestic and international SprintNet X.25 service, the following MACs apply. Contributing to this MAC are recurring charges for domestic and international dedicated access facilities ("DAFs"). MAC for 1996: $1,550,000 MAC for 1997: $2,160,000 MAC for 1998: $2,160,000 Sprint commits to having Bridge's X.25 Collections Network fully installed by June 1, 1996 under the following conditions: a) Sprint has received all orders by February 1, 1996; and b) Sprint's failure to meet this commitment is not due to force majeure events as specified in Section 23 or Bridge's failure to perform its responsibilities. Bridge/Sprint Confidential -2- 1/26/96 If Sprint's failure to meet this commitment causes Bridge not to meet its MAC for SprintNet X.25 service, then Sprint shall reduce Bridge's 1996 MAC for SprintNet X.25 service by the amount Sprint's failure to meet the committed installation date causes Bridge not to meet the MAC. If Bridge fails to achieve the MAC in any of the above contract years, the amount by which Bridge fails to meet the MAC (the "shortfall") shall carry over to the following contract year, thereby increasing the following year's MAC by such shortfall amount. If Bridge fails to achieve the MAC in 1998 (as it may be adjusted), then Sprint shall extend the Term of the Agreement until total invoiced cumulative recurring charges, net of credits, exceeds $19,750,000. 5. Section 22. Assignment. Revise this paragraph in its entirety and replace with the following language: Neither party may assign this Agreement or any rights or obligations hereunder, without the prior written consent of the other party, which the other party may grant or withhold in its sole discretion. Notwithstanding the foregoing, either party may assign this Agreement or any of all of its rights and obligations hereunder, to its parent, any of its affiliates or subsidiaries upon notice to, but without the consent of, the other party. Specifically, Bridge shall have the right to assign the X.25 SprintNet Network in its entirety to any of its affiliates or subsidiaries upon notice to Sprint. No assignment of this Agreement shall relieve either party of any obligations thereunder. Any attempted assignment in violation of this Section shall be void. 6. The following new Sections are hereby incorporated in the Agreement. A. Section 32. Exclusive Provider. Bridge agrees that Sprint shall be its exclusive provider of frame relay services during the Term of this Agreement as long as Sprint complies with the terms of this Agreement. As such, Bridge shall award to Sprint one hundred percent (100%) of its frame relay business. In the event that Bridge acquires a company that has a term plan for the Products and Services with another carrier, this provision will only apply to such acquired company after the expiration of any existing term plan. B. Section 33. New Technology. Sprint understands that Bridge has a substantial interest in state of the art technologies that may offer efficient and cost- Bridge/Sprint Confidential -3- 1/26/96 effective solutions to Bridge's telecommunications requirements. Bridge may request that Sprint provide a new technology to Bridge that would serve as a replacement for some of the Products and Services being provided by Sprint to Bridge under this Agreement ("Replacement Service"). If Sprint is unable to provide such Replacement Service under terms and rates as favorable to Bridge as those offered through any bona fide written offer to Bridge from a comparable service provider, and such Replacement Service will materially improve the performance and efficiency of Bridge's network, then Sprint agrees that it will reduce Bridge's Minimum Annual Commitment ("MAC") under this Agreement to the extent that substituting a Replacement Service for the Products and Services hereunder affects Bridge's ability to meet the MAC. If Bridge or an affiliate of Bridge can provide a Replacement Service under terms and rates more favorable than Sprint's, then Sprint reserves the option to provide the transport and equipment purchases, but agrees to reduce the MAC to the extent that the decrease in management and maintenance caused Bridge not to achieve the MAC. Sprint shall have the right to have an independent third party auditor examine any bona fide offer from a comparable service provider to ensure that such bona fide offer is in fact consistent with the terms as described by Bridge. 7. Implementation Schedule for Frame Relay service. Sprint hereby agrees to escalate the implementation schedule under this Agreement from forty-five (45) sites per month to one hundred (100) sites per month for six (6) consecutive months. Bridge must provide Sprint with the appropriate quantity of complete orders sixty (60) days in advance of installation, and an implementation schedule to insure that one hundred (100) sites are ready for installation in each of the six (6) months. 8. Signing Credits. In consideration for Bridge extending the Agreement for one additional year, Sprint agrees that Bridge will receive the below credits to be paid as follows: $50,000 per month will be issued as a credit against the invoices for July through December, 1996, as long as the monthly Bridge/Sprint Confidential -4- 1/26/96 recurring charges for all services is $500,000 per month or greater, net of all discounts. $50,000 per month will be issued as a credit against the invoices for January through December, 1997, as long as the monthly recurring charges for all services is $600,000 per month or greater, net of all discounts. $50,000 per month will be issued as a credit against the invoices for January and February, 1998, as long as the monthly recurring charges for all services is $625,000 per month or greater, net of all discounts. No credits shall be applied in any month in which Bridge does not achieve the level of recurring charges required to receive the credits, unless the failure to achieve the level of recurring charges is directly attributable to Sprint's failure to meet the committed implementation schedule, and Sprint's failure is not due to (i) force majeure events as specified in Section 23 or (ii) Bridge's failure to perform its responsibilities. If Bridge terminates this Agreement for any reason prior to January 31, 1999, Bridge shall reimburse Sprint one hundred percent (100%) of the amount paid to Bridge through the effective date of termination. In no event will a credit issued in any given month exceed the monthly billing for that month. Credits to be applied under this section shall not exceed $1,800,000. 9. All other terms and conditions of the Agreement shall remain in full force and effect, except as expressly stated herein. IN WITNESS WHEREOF, the parties have executed this Amendment Three as of the date of the last signature below. Bridge/Sprint Confidential -5- 1/26/96 SPRINT COMMUNICATIONS CO., L.P. BRIDGE DATA COMPANY /s/ Patti Manuel /s/ Tom Wendel - ------------------------------------- --------------------------------- Signature Signature Patti Manuel Tom Wendel - ------------------------------------- --------------------------------- Printed Name Printed Name President, Business Sales & Marketing COO & President - ------------------------------------- --------------------------------- Title Title 3/1/96 2/22/96 - ------------------------------------- --------------------------------- Date Date Bridge/Sprint Confidential -5- 1/26/96