Stipulation and Order Regarding Payment Allocation Between Bridge Information Systems, Inc. and Savvis Communications Corporation

Summary

Bridge Information Systems, Inc. and its affiliates, as debtors in Chapter 11 bankruptcy, and Savvis Communications Corporation have agreed on how to share and make payments for telecommunications services provided by Sprint, MCI, and other companies. The agreement outlines each party’s payment responsibilities, the process for making payments, and how missed payments will be handled. It also clarifies that any disputes will be resolved by the bankruptcy court and that the agreement does not waive any rights to set-off or recoupment, except as specified. The arrangement is effective during the bankruptcy proceedings.

EX-10.1 2 ex10-1.txt EXHIBIT 10-1 EXHIBIT 10.1 UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF MISSOURI EASTERN DIVISION IN RE: BRIDGE ) IN PROCEEDINGS UNDER CHAPTER 11 INFORMATION SYSTEMS, INC. ) ) DEBTOR. ) CASE NO. 01-0141593-293 ) ) HONORABLE DAVID P. MCDONALD ) UNITED STATES BANKRUPTCY JUDGE STIPULATION AND ORDER WHEREAS, on February 15, 2001 (the "Filing Date"), the above-captioned Debtor ("Bridge Inc.") and 21 related entities (collectively with Bridge Inc., the "Debtors") commenced these Chapter 11 cases (the "Bankruptcy Case") by filing voluntary petitions under Title 11 of the United States Code; and WHEREAS, the Debtors have continuously operated as Debtors-in-Possession since the Filing Date pursuant to 11 U.S.C.ss.ss.1107 and 1108; and WHEREAS, Savvis Communications Corporation (with its affiliates, "Savvis"), provides certain services, including access to certain data transport services (the "Savvis Network"), to the Debtors pursuant to the Network Services Agreement between Bridge Inc. and Missouri, dated February 18, 2000 (the "Services Agreement"); and WHEREAS, Savvis is a party to agreements with certain telecommunications companies, including but not limited to Sprint Communications Corp. ("Sprint") and MCI Worldcom Corporation ("MCI," and with Sprint and other such telecommunications companies, the "Telcos"), for the provision of certain data transmission services directly to the Debtors (the "Direct Services") and certain pass-through data transmission services to the Debtors through the Savvis Network (the "Savvis Services," and with the Direct Services, the "Telco Services"); and WHEREAS, the Debtors and Savvis have entered into the (a) Stipulation and Order by and among the Debtors, Savvis and MCI, dated March 22, 2001 (the "MCI Stipulation"); and (b) the Stipulation and Order by and among the Debtors, Savvis and Sprint, dated March 22, 2001 (the "Sprint Stipulation,"and with the MCI Stipulation, the "Telco Stipulations"), pursuant to which Bridge and/or Savvis are required to make payments to MCI and Sprint for certain Telco Services (such payments, the "Stipulated Payments"); and WHEREAS, Bridge and Savvis (together, the "Parties") have agreed to share the responsibility for making the Stipulated Payments and to satisfy Bridge Inc.'s post-petition obligations under the Services Agreement as follows: NOW, IT IS HEREBY STIPULATED AND AGREED by and among the undersigned, counsel of record of the Debtors and Savvis that 1. Except as provided hereunder, the Debtors and Savvis shall make Stipulated Payments directly to Sprint and MCI according to the allocation set forth in the attached Schedule A. Such payments shall be modified as required by the Telco Stipulations. Any modifications to weekly prepayments pursuant to any of the Telco Stipulations to the extent different than that shown on Schedule A shall be shared by the Debtors and Savvis as the Parties may hereinafter agree or absent such agreement as ordered by the Court. 2. The Debtors shall also make payments directly to Savvis as indicated on Schedule A (the "Savvis Payments"). Savvis shall apply the Savvis Payments first to, and to the extent necessary to satisfy, its share of the payments to Telcos indicated on Schedule A and to satisfy the claims of any other Telcos that provide Savvis Services. 3. All Savvis Payments shall be funded by wire transfer to Savvis and shall be accompanied by a written notice (by facsimile or electronic mail) to Steven M. Gallant at Savvis 2 setting forth that each Savvis Payment has been made, the date of such Savvis Payment, and wire transfer tracking information including the account into which the transfer was made. Savvis shall provide the Debtors with the appropriate wire transfer information to enable the Debtors to wire the Savvis Payments. 4. To the extent that any of the Savvis Payments are not timely made by the Debtors, such amounts shall be afforded administrative priority status pursuant to 11 U.S.C. ss. 503(b)(1), and Savvis reserves the right to seek additional priority status. 5. Savvis's post-petition claim against the Debtors for services rendered under the Services Agreement shall be reduced by all payments made by the Debtors to the Telcos or Savvis pursuant to this Stipulation. 6. To the extent that this Stipulation is inconsistent with the terms and provisions of the Telco Stipulations, the terms of the Telco Stipulations shall control. 7. The Debtors and Savvis reserve any and all rights to claim or oppose a set-off or recoupment against any obligations owed by either Party, and this Stipulation shall not be considered a waiver of such rights, provided, however, that the Parties shall not claim any set-off, recoupment or other such rights to modify or alter their obligations to make the payments as set forth in Schedule A. 8. All actions and proceedings relating to disputes between the Parties arising out of Savvis's failure to make payments for Savvis Services pursuant to this Stipulation or otherwise arising out of this Stipulation shall be heard and determined pursuant to the exclusive jurisdiction of this Court. 3 9. This Stipulation may be executed in any number of counterparts, each of which shall be an original but such counterparts shall together constitute one instrument. SO ORDERED: /s/ David P. McDonald ------------------------------ UNITED STATES BANKRUPTCY JUDGE Dated: March 23, 2001 Agreed: BRIDGE INFORMATION SYSTEMS, INC. AND OTHER DEBTORS By: /s/ Sankar Krishnan --------------------------------------- Name: Sankar Krishnan Title: Chief Restructuring Officer SAVVIS COMMUNICATIONS CORPORATION By: /s/ Steven M. Gallant --------------------------------------- Name: Steven M. Gallant Title: Vice President, General Counsel 4 Schedule A ----------------------------------------------------------------- (all amounts rounded in $ millions) Funding (3/22 - 4/2) (a) "Go Forward" Payments (b) ------------------------- ----------------------------- Bridge Savvis Bridge Savvis -------- -------- -------- ---------- To Sprint $ 7.8 $ 0.7 $ 1.3 (w) $ 0.2 (w) To MCI 3.82 2.8 2.4 (m) 2.85/2.80 (m)(e) Other Telcos (d) 1.0 0.8 0.3 (w) 0.20 (w) Bridge to Savvis 3.6 (c) -- 0.5 (w) -- ------- ----- ------- ----------- $ 16.22 $ 4.3 (c) $ 2.70(w) $ 1.1 (w) FOOTNOTE (A) 3/22 3/30 4/2 ------------------------- ----------------------------- -------------------- Bridge Savvis Bridge Savvis Bridge Savvis -------- -------- -------- ---------- -------- -------- To Sprint 7.8 0.7 -- -- -- -- To MCI 2.05 -- .02 1.0 1.7 1.8 Other Telcos (d) 1.0 0.8 -- -- -- -- Bridge to Savvis 1.5 -- 2.10 -- -- -- ------- ----- ------- ------------ ------ ------ 12.4 1.5 2.12 1.0 1.7 1.8 ------- ----- ------- ------------ ------ ------ 16.2 4.3 ------- ----- FOOTNOTE (B) "Go forward" disbursements commence as follows - to Sprint and other Telcos (Thurs, Mar. 29), to Savvis (Thurs, Apr. 5) and to MCI (Mon., Apr. 16). (w) = weekly; (m) = monthly. FOOTNOTE (C) To be applied by Savvis to payments made to Sprint, MCI and other Telcos prior to or on April 2, 2001. FOOTNOTE (D) Application of any such payments to be determined by Bridge and Savvis. FOOTNOTE (E) Savvis shall make a $1.65 million payment to MCI on April 16, 2001; a $1.2 million payment to MCI on April 30, 2001; and a $2.8 million payment to MCI on May 30, 2001.