Voting and Board Nomination Agreement among Savvis, Constellation Entities, and WCAS Investors (June 28, 2002)

Summary

This agreement, dated June 28, 2002, is between Savvis Communications Corporation, Constellation Venture Capital entities, WCAS Investors, and The BSC Employee Fund IV, L.P. It requires WCAS Investors to vote their shares in favor of Constellation Entities' board nominee as long as Constellation has nomination rights. Savvis agrees to expand its board to ten members and appoint Constellation's nominee by July 24, 2002, and to submit such nominees for shareholder election when other directors are up for election. The Constellation Entities agree their nominee will be a senior professional from their group.

EX-10.4 10 ex10-4.txt EXHIBIT 10.4 EXHIBIT 10.4 June 28, 2002 Constellation Venture Capital II, L.P. Constellation Venture Capital Offshore II, L.P. The BSC Employee Fund IV, L.P. CVC II Partners, L.L.C. 383 Madison Avenue 28th Floor New York, New York 10179 Reference is made to the Investor Rights Agreement dated as of March 6, 2002, as amended by Amendment No. 1 dated as of June 28, 2002 among Savvis, Reuters and WCAS, as such agreement may be further amended, modified or restated from time to time (the "Agreement"). Capitalized terms used and not defined herein have the meanings given to them in the Agreement. In order to induce the Constellation Entities to purchase certain securities of Savvis on the date hereof, (i) if so requested by the Constellation Entities, each of the WCAS Investors set forth below agrees with the Constellation Entities to timely vote or cause to be voted (including by way of execution of written consent if so requested by the Constellation Entities) all of the shares of Savvis Stock of which they have an interest in favor of the Constellation Entities' nominee to the Company's board of directors so long as the Constellation Entities are entitled to nominate a director to the Company's board of directors pursuant to Section 6 of the Investor Rights Agreement and not to remove any such nominee except at the direction of the Constellation Entities and (ii) the Company agrees (x) at its next regularly scheduled meeting of its board of directors, but in no event later than July 24, 2002, to cause its board of directors to be increased to ten members and to fill such then created vacancy with such person nominated by the Constellation Entities and (y) to cause any nominee designated by the Constellation Entities in accordance with Section 6(a) of the Agreement to be submitted to the Company's stockholders for election at any time that any persons are submitted to the Company's stockholders for election to the Company's board of directors. The Constellation Entities agree that any nominee designated by them will be a managing director or senior investment professional of Constellation Venture Capital II, L.P., Constellation Venture Capital Offshore II, L.P. or CVC II Partners, L.L.C. Sincerely, Savvis Communications Corporation By /s/ Lane. H. Blumenfeld Name: Lane. H. Blumenfeld Title: Vice President and Acting General Counsel Welsh, Carson, Anderson & Stowe VIII, L.P. By /s/ Jonathan Rather Name: Jonathan Rather Title: Managing Member Welsh, Carson, Anderson & Stowe VII, L.P. By /s/ Jonathan Rather Name: Jonathan Rather Title: General Partner Welsh, Carson, Anderson & Stowe VI, L.P. By /s/ Jonathan Rather Name: Jonathan Rather Title: Attorney-In-Fact WCAS Management Corporation By /s/ Jonathan Rather Name: Jonathan Rather Title: Treasurer Constellation Venture Capital II, L.P. By /s/ Clifford H. Friedman Name: Clifford H. Friedman Title: SMD Constellation Venture Capital Offshore II, L.P. 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 The BSC Employee Fund IV, L.P. By /s/ Clifford H. Friedman Name: Clifford H. Friedman Title: SMD