Joinder Agreement to Investor Rights Agreement between SAVVIS Communications Corporation and Constellation Venture Capital II, L.P. et al.

Summary

This agreement, dated June 28, 2002, adds Constellation Venture Capital II, L.P., Constellation Venture Capital Offshore II, L.P., The BSC Employee Fund IV, L.P., and CVC Partners, L.L.C. as parties to an existing Investor Rights Agreement with SAVVIS Communications Corporation. By signing, these entities agree to assume the rights and obligations of "Other Investors" under the original agreement. The document confirms their consent, acknowledges receipt of the Investor Rights Agreement, and specifies contact information. The agreement is governed by New York law.

EX-10.3 9 ex10-3.txt EXHIBIT 10.3 EXHIBIT 10.3 JOINDER AGREEMENT This JOINDER AGREEMENT, dated as of June 28, 2002, between SAVVIS Communications Corporation, a Delaware corporation (the "COMPANY") and Constellation Venture Capital II, L.P., a Delaware limited partnership, Constellation Venture Capital Offshore II, L.P., a Cayman Islands Limited, The BSC Employee Fund IV, L.P., a Delaware limited parntership, and CVC Partners, L.L.C., a Delaware limited liability company (each a "JOINING PARTY" and, collectively, the "JOINING PARTIES"). WHEREAS, the Company and certain other entities are parties to an Investor Rights Agreement dated as of March 6, 2002 (the "INVESTOR RIGHTS AGREEMENT"); WHEREAS, Section 10 of the Investor Rights Agreement provides that upon the express written consent of WCAS and the Company, any other holder of Preferred Stock may become a party to the Investor Rights Agreement and become an "OTHER INVESTOR" thereunder to the extent such other holder agrees in writing to become a party to the Investor Rights Agreement and to assume the rights and obligations of an Other Investor thereunder; and WHEREAS, each of the Joining Parties wishes to join and become a party to the Investor Rights Agreement, and the Company and WCAS have consented to the Joining Parties becoming a party thereto; NOW, THEREFORE, in consideration of the foregoing, the parties hereto hereby agree as follows: 1. Definitions. ----------- Capitalized terms used and not otherwise defined in this Agreement have the meanings attributed to such terms in the Investor Rights Agreement. 2. Joinder; Purchase of Other Preferred Stock. ------------------------------------------ Each of the Joining Parties hereby becomes a party to and assumes the rights and obligations of an Other Investor under the Investor Rights Agreement. The Company and the Joining Parties each acknowledge that the term "Other Investor," as defined in the Investor Rights Agreement, includes the Joining Parties and that the rights and obligations of the Joining Parties as an Other Investor are set forth in the Investor Rights Agreement. 3. Acknowledgment. -------------- Each of the Joining Parties acknowledges that it has received a copy of the Investor Rights Agreement. 4. Notice. ------ For purposes of Section 12(g) of the Investor Rights Agreement, the Joining Parties' addresses and facsimile numbers are: Address: Constellation Venture Capital II, L.P. 383 Madison Avenue 28th Floor New York, New York 10179 Facsimile: (212) 272-9256 Attention: Ronald Celmer with a copy to: Morgan, Lewis & Bockius LLP 101 Park Avenue New, York, New York 10178 Fax: (212) 309-6273 Attention: Ira White, Esq. 5. Governing Law. ------------- This Agreement shall be governed in all respects by the laws of the State of New York, without reference to the conflict of laws principles thereof. 6. Counterparts. ------------ This Agreement may be executed in any number of counterparts, can each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. * * * * * 2 IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above stated. SAVVIS COMMUNICATIONS CORPORATION By: /s/ Lane H. Blumenfeld Name: Lane H. Blumenfeld Title: Vice President and Acting General Counsel CONSTELLATION VENTURE CAPITAL II, L.P. By: Constellation Ventures Management, L.L.C., its General Partner By: The Bear Stearns Companies, Inc., its Managing Member By: /s/ Clifford H. Friedman Name: Clifford H. Friedman Title: SMD CONSTELLATION VENTURE CAPITAL OFFSHORE II, L.P. By: Constellation Ventures Management, L.L.C., its General Partner By: The Bear Stearns Companies, Inc., its Managing Member By: /s/ Clifford H. Friedman Name: Clifford H. Friedman Title: SMD 3 THE BSC EMPLOYEE FUND IV, L.P. By: Constellation Ventures Management, L.L.C., its General Partner By: The BSCGP, Inc., its Managing Member By: /s/ Clifford H. Friedman Name: Clifford H. Friedman Title: SMD CVC II PARTNERS, L.L.C. By: /s/ Clifford H. Friedman Name: Clifford H. Friedman Title: SMD 4