EXHIBIT 10.2



 Exhibit 10.2 
  
 EXECUTION VERSION 
  
 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT 
  
 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”). 
  
 W I T N E S S E T H: 
  
 WHEREAS, Savvis Asset Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Acquisition Subsidiary”) has entered into that certain Asset Purchase Agreement, dated as of
January 23, 2004, as amended by Amendment No. 1 thereto, dated as of January 23, 2004 (the “Acquisition Agreement”), with Cable & Wireless USA, Inc. (“CWUSA”), and Cable & Wireless Internet Services, Inc.
(“CWIS”) and together with CWUSA, CWIS and certain of their subsidiaries, “Sellers”) relating to the sale by Sellers to Acquisition Subsidiary of the Acquired Assets (as defined in the Acquisition Agreement) of
Sellers (the “Acquisition”); 
  
 WHEREAS, in
connection with consummating the Acquisition Subsidiary’s obligations under the Acquisition Agreement, the Company is selling to the WCAS Investors, on the terms and subject to the conditions set forth in the Amended and Restated Securities
Purchase Agreement (the “Securities Purchase Agreement”) among the Company, the WCAS Investors and the other parties that become a party thereto from time to time, Series A Subordinated Notes of the Company in the amount
contemplated by the Securities Purchase Agreement (the “Notes”); 
  
 WHEREAS, as a further inducement to each Investor’s purchase of Notes, the Company is issuing to each Investor warrants (“Warrants”) to purchase shares (the “Warrant Shares”) of
the Company’s Series B Convertible Preferred Stock, $.01 par value per share (“Series B Stock”), which such Series B Stock shall be convertible into shares (the “Conversion Shares”) of the Company’s common
stock, $.01 par value per share (“Common Stock”) upon the satisfaction of certain conditions set forth in the Certificate of Designations of the Series B Stock attached as an exhibit to the Securities Purchase Agreement; 

 
 WHEREAS, as a further inducement to each Investor’s purchase of
Notes, the Company has agreed to grant to each such Investor registration rights with respect to the Conversion Shares; 







 WHEREAS, the parties hereto entered into a Registration Rights Agreement dated January 30, 2004 (the
“Existing Registration Rights Agreement”); and 
  
 WHEREAS, the parties to the Existing Registration Rights Agreement desire to amend and restate the Existing Registration Rights Agreement to make such changes as are necessary to conform with the terms of the Securities Purchase Agreement.

  
 NOW, THEREFORE, the parties hereto agree to amend and restate
the Existing Registration Rights Agreement as follows: 
  
 SECTION
1. Certain Definitions. For purposes of this Agreement, the following terms have the meanings set forth below: 
  
 “Affiliate” means (i) with respect to any WCAS Investor, any other WCAS Investor or any investment limited partnership
affiliated therewith, any general partner or principal of WCAS, any such other WCAS Investor or any such investment limited partnership and (ii) with respect to any Other Investor, any investment limited partnership affiliated therewith, any general
partner or principal of such Other Investor or any investment limited partnership. 
  
 “Commission” means the Securities and Exchange Commission or any other federal agency at the time administering the
Securities Act. 
  
 “Covered Warrant
Common Shares” means the shares of Common Stock into which the Series B Stock is convertible and any other shares of Common Stock distributable on, with respect to, or in substitution of such shares. 
  
 “Exchange Act” means the Securities
Exchange Act of 1934 or any successor federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. 
  
 “Permitted Transferee” has the meaning ascribed to such term in Section 9(d).

  
 “Person” means any
individual, corporation, partnership, limited liability company, joint venture, association, joint-stock issuer, interest, trust or unincorporated organization (including any subdivision or ongoing business of any such entity or substantially all of
the assets of any such entity, subdivision or business). 
  
 “Restricted Stock” means, at any time, the Covered Warrant Common Shares and any shares of Common Stock issuable upon or issuable with respect to the Covered Warrant Common Shares by way of stock
dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise, in each case only so long as such shares have not been sold to the public pursuant to an effective
registration statement under, or pursuant to Rule 144 under, the Securities Act. 
  

 2 








 “Savvis Stock” means any shares of capital stock of Savvis. 

 
 “Securities Act” means the Securities
Act of 1933 (or any successor federal statute) and the rules and regulations of the Commission thereunder, as the same shall be in effect at the time. 
  
 “Transfer” means, with respect to any Savvis Stock, the sale, transfer, assignment, pledge, encumbrance, distribution or
other disposition of such securities. 
  
 SECTION 2. Shares;
Restrictions on Transfer; Legends. 
  
 (a) Each Investor
agrees that it will not effect any Transfer of any Warrants, any shares of Series B Stock or any shares of Restricted Stock unless such Transfer is made pursuant to an effective registration statement under the Securities Act or pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the Securities Act (and, in either case, in compliance with all applicable state securities laws). 
  
 (b) Savvis agrees, and each Investor understands and consents, that Savvis will not cause or permit the Transfer of any
Warrants, any shares of Series B Stock or any shares of Restricted Stock to be made on its books (or on any register of securities maintained on its behalf) unless the Transfer is permitted by, and has been made in accordance with, (x) the terms of
this Agreement and (y) all applicable federal and state securities laws. Each Investor agrees that in connection with any Transfer of Warrants, shares of Series B Stock or Restricted Stock that is not made pursuant to a registered public offering,
Savvis may request an opinion of legal counsel reasonably acceptable to Savvis (it being agreed that Ropes & Gray LLP shall be satisfactory) for the transferring Investor stating that such transaction is exempt from registration under all
applicable laws; provided, however, that no such opinion shall be required in the case of a Transfer by any Investor to its Affiliates or, if any such entity is a partnership or limited liability company, a transfer by any Investor or
its affiliates to its partners or members. Any Transfer of Warrants, shares of Series B Stock or Restricted Stock other than in accordance with this Section will be void. 
  
 (c) From and after the date hereof (and until such time as such securities have been sold to the public pursuant to an
effective registration statement under the Securities Act or pursuant to Rule 144 or the holder of such securities shall have requested the issuance of new certificates in writing and delivered to Savvis an opinion of legal counsel reasonably
acceptable to Savvis (it being agreed that Ropes & Gray LLP shall be satisfactory) to such effect) all certificates representing Warrants, shares of Series B Stock or shares of Restricted Stock that are held by any Investor shall bear legends
which shall state the following: 
  
 “THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR ANY APPLICABLE STATE LAW, AND NO INTEREST HEREIN MAY BE OFFERED, SOLD, ASSIGNED, DISTRIBUTED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS
(A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SAID ACT AND LAWS OR (B) SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. 
  

 3 








 THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF
A REGISTRATION RIGHTS AGREEMENT AMONG THE ISSUER AND THE OTHER PARTIES THERETO. COPIES OF SUCH AGREEMENT MAY BE OBTAINTED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE ISSUER.” 
  
 SECTION 3. Registration Rights. 
  
 (a) Demand Registration Rights. If Savvis shall, at any time, be
requested by WCAS (or its Permitted Transferees) in a writing that states the number of shares of Restricted Stock to be sold and the intended method of disposition thereof (each such written request, a “Demand Notice”), to effect a
registration under the Securities Act of all or any portion of the Restricted Stock issued or issuable upon the conversion of the Series B Stock then held by such person, Savvis shall immediately notify in writing (each such notice, a
“Demand Further Notice”) each other Investor (other than the requesting Investor) of such proposed registration and shall use its reasonable best efforts to register under the Securities Act (each such registration, a
“Demand Registration”), for public sale in accordance with the method of disposition specified in such Demand Notice, the number of shares of Restricted Stock specified in such Demand Notice (plus the number of shares of Restricted
Stock specified in any written requests for registration of shares of Restricted Stock that are received from other Investors (other than the requesting Investors) within 30 days after receipt by such other Investors of a Demand Further Notice).
Notwithstanding anything to the contrary contained herein, Savvis shall not be obligated pursuant to this paragraph (a) to file and cause to become effective (i) more than two Demand Registrations in the aggregate requested by WCAS or its Permitted
Transferees or (ii) any Demand Registration with a proposed aggregate offering price of less than $25.0 million. 
  
 (b) Additional Short-Form Registration Rights. If Savvis becomes eligible to use Form S-3 or a successor form, Savvis shall use its reasonable best
efforts to continue to qualify at all times for registration on Form S-3 or such successor form. If (x) Savvis is eligible to register shares of Common Stock on Form S-3 or a successor form and (y) it is requested by WCAS in a writing that states
the number of shares of Restricted Stock to be sold and the intended method of disposition thereof (each such written request, a “Short Form Registration Notice”), to effect a registration on Form S-3 or such successor form (a
“Short Form Registration”) of all or any portion of the Restricted Stock then held by WCAS, Savvis shall immediately notify in writing (each such notice, a “Short Form Further Notice”) each Investor of such proposed
registration and shall use its reasonable best efforts to register on Form S-3 or such successor form, for public sale in accordance with the method of disposition specified in such Short Form Registration Notice, the number of shares of Restricted
Stock specified in such Short Form Registration Notice (plus the number of shares of Restricted Stock specified in any written requests for registration of shares of Restricted Stock that are received from other Investors (other than the requesting
Investors) within 30 days after receipt by such other Investors of a Short Form Further Notice); provided, WCAS shall not have the right to request a Short Form Registration unless the proposed aggregate offering price (which shall be
specified in the Short Form Registration Notice delivered in connection therewith) is at least $10.0 million. 
  

 4 








 (c) Certain Provisions Relating to Required Registrations. Notwithstanding anything to the
contrary contained in this Agreement, Savvis shall not be obligated to effect any registration under paragraph (a) or (b) above except in accordance with the following provisions: 
  
 (i) the obligations of Savvis under paragraph (a) or (b) above, as the case may be, to effect a registration
shall be deemed satisfied only when a registration statement covering all of the shares of Restricted Stock specified in the applicable Demand Notice or Short Form Registration Notice, as the case may be, for sale in accordance with the intended
method of disposition specified by the requesting Investors, shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, all such shares of Restricted Stock shall have been sold pursuant thereto;

  
 (ii) so long as Savvis has provided written
notice of a prior registration statement to each Investor in compliance with paragraph (d) below, Savvis shall not be obligated under paragraph (a) or (b) above to file and cause to become effective any registration statement so long as such written
notice was received by Investors prior to the delivery of the applicable Demand Notice or Short Form Registration Notice, as the case may be (and such prior registration statement has not been withdrawn); provided, Savvis shall not be
permitted to delay a requested registration under paragraph (a) or (b) above in reliance on this paragraph (c)(ii) more than 180 days following the effective date of such prior registration statement; 
  
 (iii) if the proposed method of disposition specified by the
requesting Investors shall be an underwritten public offering, the number of shares of Restricted Stock to be included in such an offering may be reduced (pro rata among the Investors seeking to include Restricted Stock in such offering based on the
number of shares of Restricted Stock so requested to be registered by such Investors, it being understood that there will be no such reduction of shares of Restricted Stock owned by Investors unless and until such reduction is first applied against
shares of Common Stock held by stockholders of the Company who are not Investors and who, through other contractual rights with the Company, determine to participate in any such Demand Registration or Short Form Registration, and then applied to any
shares of Common Stock to be sold by the Company for its own account) if and to the extent that, in the good faith opinion of the managing underwriter of such offering, inclusion of all shares would adversely affect the marketing (including, without
limitation, the offering price) of the Restricted Stock to be sold; 
  
 (iv) in the event that the proposed method of disposition specified by the requesting Investors shall be an underwritten public offering, the requesting Investors holding a majority of the Restricted Stock included in
such offering shall choose the managing underwriter (which shall be a nationally recognized investment banking firm reasonably acceptable to the Company); 
  
 (v) Savvis shall be entitled to include in any registration referred to in paragraph (a) or (b) above, as the case may be, for sale in
accordance with the method of disposition specified by the requesting Investors, shares of Common Stock to be sold by Savvis for its own account, except as and to the extent that, in the opinion of the 
  

 5 








 managing underwriter of such offering (if such method of disposition shall be an underwritten public
offering), such inclusion would adversely affect the marketing (including, without limitation, the offering price) of the Restricted Stock to be sold; 
  
 (vi) except as provided in paragraph (c)(v) above, Savvis will not effect any other registration of Common Stock, whether for its own
account or that of other holder(s) of Common Stock of Savvis, from the date of receipt of a Demand Notice or the date of receipt of a Short Form Registration Notice, as the case may be, for an underwritten public offering until the completion of the
period of distribution of the registration contemplated thereby (determined as hereinafter provided); 
  
 (vii) if any Investor (other than the requesting Investor) requests that some or all of such Investor’s shares of Restricted Stock be
included in an offering initiated pursuant to paragraph (a) or (b) above, and the registration is to be, in whole or in part, an underwritten public offering of Common Stock, such request by such Investor shall specify that such Investor’s
Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Restricted Stock otherwise being sold through the underwriter; and 
  
 (viii) if, while a registration is pending, Savvis determines in good faith that the filing of a
registration statement would require the disclosure of a material transaction or another set of material facts and such disclosure would either have a material adverse effect on such material transaction or Savvis and its subsidiaries (taken as a
whole), then Savvis shall not be required to effect a registration pursuant to paragraph (a) or (b) above, as the case may be, until the earlier of (A) the date upon which such material information is otherwise disclosed to the public or ceases to
be material and (B) 90 days after Savvis makes such good faith determination; provided, Savvis shall not be permitted to delay a requested registration under paragraph (a) or (b) above in reliance on this paragraph (c)(viii) more than twice or for
more than an aggregate of 90 days in any consecutive twelve-month period. 
  
 (d) Piggyback Registration Rights. If at any time Savvis proposes to register any of its Common Stock under the Securities Act for sale to the public, whether for its own account or for the account of other
security holders or both (other than a registration on Form S-4 or Form S-8 promulgated under the Securities Act (or any successor forms thereto) or any other form not available for registering the Restricted Stock for sale to the public), it will
give written notice (each such notice a “Piggyback Notice”) at such time to each Investor of its intention to do so. Upon the written request of any Investor, given within 30 days after receipt by such holder of the Piggyback
Notice, to register any of its Restricted Stock (which request shall state the amount of Restricted Stock to be so registered and the intended method of disposition thereof), Savvis will use its reasonable best efforts to cause the Restricted Stock,
as to which registration shall have been so requested, to be included in the securities to be covered by the registration statement proposed to be filed by Savvis, all to the extent requisite to permit the sale or other disposition by such Investor
(in accordance with its written request) of such Restricted Stock so registered; provided, nothing herein shall prevent Savvis from abandoning or delaying such registration at any time. In the event that any registration referred to in this
paragraph (d) shall be, in whole or in part, an underwritten public offering of Common Stock of Savvis, any 
  

 6 








 request by an Investor pursuant to this paragraph (d) to register Restricted Stock shall specify either that (i) such
Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Savvis Common Stock otherwise being sold through underwriters under such registration or (ii) such Restricted Stock is to be sold in the open
market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of Common Stock in reasonably similar circumstances. The number of shares of Restricted Stock to be included in such an underwritten
offering may be reduced (x) if the stockholder or stockholders of Savvis requesting to have shares of Restricted Stock included in a registration contemplated by this Section 3(d) are Investors, pro rata among the requesting Investors based upon the
number of shares of Restricted Stock so requested to be registered or (y) if stockholders of Savvis other than Investors also request to have their shares of Common Stock included in a registration contemplated by this Section 3(d), pro rata among
all the requesting stockholders based upon the number of shares of Common Stock of Savvis so requested to be registered, if and to the extent that the managing underwriter of such offering shall be of the good faith opinion that such inclusion would
adversely affect the marketing (including, without limitation, the offering price) of the securities to be sold by Savvis therein, or by the other security holders for whose benefit the registration statements has been filed. 
  
 (e) Holdback Agreement. Notwithstanding anything to the contrary
contained in this Agreement, (i) if there is a firm commitment underwritten public offering of securities of Savvis pursuant to a registration covering Restricted Stock and an Investor does not elect to sell his Restricted Stock to the underwriters
of Savvis’s securities in connection with such offering, such Investor shall refrain from selling such Restricted Stock during the period of distribution (determined as hereinafter provided) of Savvis’s securities by such underwriters and
the period in which the underwriting syndicate participates in the after market; provided, such Investor shall, in any event, be entitled to sell its Restricted Stock commencing on the 180th day after the effective date of such registration
statement; and (ii) if there is a firm commitment underwritten public offering of securities of Savvis by Savvis, each Investor agrees that, except to the extent otherwise permitted to participate in such offering pursuant to paragraph (d) above,
upon the request of the managing underwriter in such offering, such Investor shall not sell Savvis Common Stock held by such Investor for a period of 180 days from the effective date of the registration statement relating thereto and such Investor
shall execute a lockup agreement in the form customarily used in such transactions; provided, further, however, that Investors that are investment limited partnerships may make a distribution in kind of their shares of Restricted Stock to their
limited partners or members during such period of distribution so long as such limited partners or members agree to be bound by the terms of this Section 3(e). 
  

(f) Certain Registration Procedures. If and whenever Savvis is required by the provisions of this Section 3 to use its reasonable best efforts
to effect the registration of Restricted Stock under the Securities Act, Savvis will, as expeditiously as possible: 
  
 (i) prepare (and afford counsel for the selling Investors reasonable opportunity to review and comment thereon) and file with the
Commission a registration statement with respect to such securities and use its reasonable best efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby (determined as
hereinafter provided); 
  

 7 








 (ii) prepare (and afford counsel for the selling Investors reasonable opportunity to
review and comment thereon) and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for the period
of distribution contemplated thereby (determined as hereinafter provided) and to comply with the provisions of the Securities Act with respect to the disposition of all Restricted Stock covered by such registration statement in accordance with the
selling Investors’ intended method of disposition set forth in such registration statement for such period; 
  
 (iii) furnish to each selling Investor and to each underwriter such number of copies of the registration statement and the prospectus
included therein (including, without limitation, each preliminary prospectus) as such persons may reasonably request in order to facilitate the public sale or other disposition of the Restricted Stock covered by such registration statement;

  
 (iv) use its reasonable best efforts to
register or qualify the Restricted Stock covered by such registration statement under the securities or blue sky laws of such jurisdictions as the sellers of Restricted Stock or, in the case of an underwritten public offering, the managing
underwriter, shall reasonably request; provided, Savvis will not be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (iv), (y) subject itself to taxation
in any such jurisdiction or (z) consent to general service of process in any jurisdiction; 
  
 (v) immediately notify each selling Investor under such registration statement and each underwriter, at any time when a prospectus
relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or
omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and each Investor agrees to refrain from further using such prospectus upon
receipt of such notice; 
  
 (vi) use its
reasonable best efforts (if the offering is underwritten) to furnish, at the request of any selling Investor, on the date that Restricted Stock is delivered to the underwriters for sale pursuant to such registration: (A) an opinion dated such date
of counsel representing Savvis for the purposes of such registration, addressed to the underwriters and to such selling Investor, stating that such registration statement has become effective under the Securities Act and that (1) to the best
knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (2) the registration statement, the
related prospectus, and each amendment or supplement thereof, comply as to form in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (except that such counsel need
express no opinion as to financial statements, the notes thereto, and the financial schedules and other financial and statistical data contained therein) and (3) to such other effects as may reasonably be 
  

 8 








 requested by counsel for the underwriters, and (B) a letter dated such date from the independent public
accountants retained by Savvis, addressed to the underwriters, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of Savvis included in
the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other
financial matters (including, without limitation, information as to the period ending no more than five business days prior to the date of such letter) with respect to the registration in respect of which such letter is being given as such
underwriters may reasonably request; and 
  
 (vii) make available for inspection by any selling Investor, any underwriter participating in any distribution pursuant to such registration statement, and any attorney, accountant or other agent retained by such selling Investor or its
Permitted Transferee or underwriter, all financial and other records, pertinent corporate documents and properties of Savvis, and cause Savvis’s officers, directors and employees to supply all information reasonably requested by any such
selling Investor or its Permitted Transferee, underwriter, attorney, accountant or agent in connection with such registration statement and permit such selling Investor, attorney, accountant or agent to participate in the preparation of such
registration statement. 
  
 For purposes of paragraphs (f)(i) and (f)(ii) above
(as well as paragraphs (c)(vi) and (e) above), the “period of distribution” of Restricted Stock in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all
securities purchased by it, and the period of distribution of Restricted Stock in any other registration shall be deemed to extend until the sale of all Restricted Stock covered thereby, but in either case, such period shall not extend beyond the
180th day (or, in the case of paragraph (c)(vi) above, the 90th day) after the effective date of the registration statement filed in connection therewith. 
  
 (g) Information From Selling Investors. In connection with each registration hereunder, Investors selling Restricted Stock will furnish to Savvis
in writing such information with respect to themselves and the proposed distribution by them as shall be reasonably necessary in order to assure compliance with federal and applicable state securities laws. 
  
 (h) Underwriting Agreement. In connection with any registration
pursuant to this Section 3 that covers an underwritten public offering, Savvis and Investors selling Restricted Stock each agree to enter into a written agreement with the managing underwriter selected in the manner herein provided in such form and
containing such provisions as are customary in the securities business for such an arrangement between underwriters, selling stockholders and companies of Savvis’ size and investment stature; provided, (i) such agreement shall not contain any
such provision applicable to Savvis which is inconsistent with the provisions hereof and (ii) the time and place of the closing under said agreement shall be as mutually agreed upon among Savvis, such managing underwriter and, except in the case of
a registration pursuant to paragraph (d) above, WCAS, if participating in such offering. 
  

 9 








 (i) Expenses. Savvis will pay all Registration Expenses incurred by it in complying with Section 3
of this Agreement. All Selling Expenses incurred in connection with any registered offering of securities pursuant to this Section 3, including Restricted Stock, shall be borne by the participating sellers in proportion to the number of shares sold
by each, or by such persons other than Savvis (except to the extent Savvis shall be a seller) as they may agree. All expenses incident to performance of or compliance by Savvis with Section 3 hereof, including, without limitation, all Commission,
stock exchange or National Association of Securities Dealers, Inc. (“NASD”) registration and filing fees (including, without limitation, fees and expenses incurred in connection with the listing of the Common Stock of Savvis on any
securities exchange or exchanges), printing, distribution and related expenses, fees and disbursements of counsel and independent public accountants for Savvis and the reasonable fees and expenses of one counsel for all selling securityholders, all
fees and expenses incurred in connection with compliance with state securities or blue sky laws and the rules of the NASD or any securities exchange, transfer taxes and fees of transfer agents and registrars, but excluding any Selling Expenses, are
herein called “Registration Expenses”. All underwriting discounts and selling commissions applicable to the sale of Restricted Stock are herein called “Selling Expenses”. 
  
 SECTION 4. Indemnification Rights and Obligations In Respect of Registered
Offerings of Restricted Stock. 
  
 (a) Savvis
Indemnification of Selling Investors. In the event of a registration of any of the Restricted Stock under the Securities Act pursuant to Section 3 of this Agreement, Savvis will indemnify and hold harmless each seller of Restricted Stock
thereunder and each other person, if any, who controls such seller within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, (or actions in respect thereof) to which such seller or controlling
person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material
fact contained in any registration statement under which such Restricted Stock was registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are
based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such seller and each such controlling person for any legal
or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, Savvis will not be liable in any such case if and to the extent that any such loss,
claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such seller or such controlling person in writing
specifically for use in such registration statement or prospectus. 
  
 (b) Selling Investor Indemnification of Savvis and the Other Selling Stockholders. In the event of a registration of any of the Restricted Stock under the Securities Act pursuant to Section 3 of this Agreement, each seller of such
Restricted Stock thereunder, severally and not jointly, will indemnify and hold harmless Savvis and each person, if any, who controls Savvis within the meaning of the Securities Act, each officer of Savvis who signs the registration statement, each
director of Savvis, each underwriter and each person who controls any 
  

 10 








 underwriter within the meaning of the Securities Act, and each other seller of Restricted Stock and each person who
controls any such other seller of Restricted Stock, against all losses, claims, damages or liabilities, joint or several, (or actions in respect thereof) to which Savvis or such officer or director or underwriter or other seller or controlling
person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material
fact contained in the registration statement under which such Restricted Stock was registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are
based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Savvis and each such officer, director, underwriter, other
seller of Restricted Stock and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, such seller will be
liable hereunder in any such case if and only to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon
and in conformity with information pertaining to such seller, as such, furnished in writing to Savvis by such seller specifically for use in such registration statement or prospectus; provided, further, the liability of each seller
hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of shares sold by such seller under such registration statement bears to the total
public offering price of all securities sold thereunder, but not to exceed the proceeds (net of underwriting discounts and commissions) received by such seller from the sale of Restricted Stock covered by such registration statement. 
  
 (c) Indemnification Procedures. Promptly after receipt by an
indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the
omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party other than under this Section 4. In case any such action shall be brought against any indemnified party and it shall
notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such indemnified party,
and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 4 for any legal expenses
subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected; provided, if the defendants in any such action include both the
indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party, or if
the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified party shall have the right to select a separate counsel and to assume such legal defenses and otherwise to
participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. Notwithstanding the foregoing, any indemnified
party shall have the right to retain its own 
  

 11 








 counsel in any such action, but the fees and disbursements of such counsel shall be at the expense of such indemnified
party unless (i) the indemnifying party shall have failed to retain counsel for the indemnified person as aforesaid or (ii) the indemnifying party and such indemnified party shall have mutually agreed to the retention of such counsel. It is
understood that the indemnifying party shall not, in connection with any action or related actions in the same jurisdiction, be liable for the fees and disbursements of more than one separate firm qualified in such jurisdiction to act as counsel for
the indemnified party. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party
agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. The indemnification of underwriters provided for in this Section 4 shall be on such other terms and conditions as are at the
time customary and reasonably required by such underwriters. In that event the indemnification of the sellers of Restricted Stock in such underwriting shall at the sellers’ request be modified to conform to such terms and conditions.

  
 (d) Contribution. If the indemnification provided for
in paragraphs (a) and (b) of this Section 4 is unavailable or insufficient to hold harmless an indemnified party under such paragraphs in respect of any losses, claims, damages or liabilities or actions in respect thereof referred to therein, then
each indemnifying party shall in lieu of indemnifying such indemnified party contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or actions in such proportion as appropriate to
reflect the relative fault of Savvis, on the one hand, and the underwriters and the sellers of such Restricted Stock, on the other, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or actions
as well as any other relevant equitable considerations, including, without limitation, the failure to give any notice under paragraph (c) above. The relative fault shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact relates to information supplied by Savvis, on the one hand, or the underwriters and the sellers of such Restricted Stock, on the other, and to the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission. Savvis and each of the Investors agree that it would not be just and equitable if contributions pursuant to this paragraph were determined by pro rata allocation (even if
all of the sellers of such Restricted Stock were treated as one entity for such purpose) or by any other method of allocation which did not take account of the equitable considerations referred to above in this paragraph. The amount paid or payable
by an indemnified party as a result of the losses, claims, damages, liabilities or action in respect thereof, referred to above in this paragraph, shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this paragraph, the sellers of such Restricted Stock shall not be required to contribute any amount in excess of the amount, if any, by which
the total price at which the Restricted Stock sold by each of them was offered to the public exceeds the amount of any damages which they would have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission. No
person guilty of fraudulent misrepresentations (within the meaning of Section 11(f) of the Securities Act), shall be entitled to contribution from any person who is not guilty of such fraudulent misrepresentation. 
  
 SECTION 5. Rule 144. Savvis has filed and agrees with the Investors
that from and after the date hereof it shall continue to file any and all reports required to be filed by it 
  

 12 








 under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder, or, if
Savvis is not required to file any such reports, it shall, upon the written request of any Investor, make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the Securities Act. Upon the written request of
any Investor, Savvis shall promptly furnish to such Investor a written statement by Savvis as to its compliance with the reporting requirements set forth in this Section 5. 
  
 SECTION 6. Duration of Agreement. Unless otherwise set forth in this Agreement, the provisions of this Agreement
shall survive so long as any Investor owns Warrant Shares or Restricted Stock. 
  
 SECTION 7. Joinder. The Investors and the Company agree that any Person who becomes a party to the Securities Purchase Agreement in accordance with Section 8.14 thereof will automatically become a party to this
Agreement and for all purposes be considered an “Other Investor” hereunder. 
  
 SECTION 8. Representations and Warranties. Each party hereto, severally and not jointly, represents and warrants to the other parties hereto as follows: 
  
 (i) such party has the corporate or partnership power and
authority, as the case may be, to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance by such party of this Agreement have been duly authorized by all requisite corporate or
partnership action, as the case may be, on the part of such party and will not (i) violate any provision of law, any order of any court or other agency of government, the charter and other organizational documents of such party, or any provision of
any indenture, agreement or other instrument by which such party or any of such party’s properties or assets is bound; (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such
indenture, agreement or other instrument; or (iii) result in the creation or imposition of any lien, charge or encumbrance of any nature upon any of the properties or assets of such party; and 
  
 (ii) this Agreement has been duly executed and delivered by
such party and constitutes a legal, valid and binding agreement of such party, enforceable against such party in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, reorganization, moratorium and
similar laws from time to time in effect affecting the enforcement of creditors’ rights generally and to general principles of equity. 
  
 SECTION 9. Miscellaneous. 
  
 (a) Additional Registration Rights. Without the prior written consent of the Investors, Savvis shall not grant any registration rights to any other
person that are inconsistent or conflict with the registration rights granted hereunder, including, without limitation, rights to participate in a Demand Registration which could result in reduction (on a pro rata or other basis) in the number of
shares of Common Stock held by such Investor or its Permitted Transferees, as applicable, to be included in any underwritten offering made in respect of such Demand Registration. 
  

 13 








 (b) Headings. Headings of sections and paragraphs of this Agreement are inserted for convenience
of reference only and shall not affect the interpretation or be deemed to constitute a part hereof. 
  
 (c) Severability. In the event that any one or more of the provisions contained in this Agreement or in any other instrument referred to herein
shall, for any reason, be held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement. 
  
 (d) Benefits of Agreement. All covenants and agreements contained herein by or on behalf of any of the parties hereto
shall bind and inure solely and exclusively to the benefit of the respective successors and permitted assigns of the parties hereto. Except as expressly permitted hereby, each party’s rights and obligations under this Agreement shall not be
subject to assignment or delegation by any party hereto, and any attempted assignment or delegation in violation hereof shall be null and void. Notwithstanding anything to the contrary contained in this Agreement, each Investor will be entitled to
assign all or any portion of its rights and obligations under this Agreement to a transferee of Warrants, Series B Stock and Conversion Shares (to the extent permitted or not prohibited by Section 2) held by such Investor (each such transferee, a
“Permitted Transferee”) which Permitted Transferee shall be treated as a party to this Agreement with the same rights and obligations as such transferring Investor; provided, however, that any such Permitted Transferee
shall agree to be bound by this Agreement. 
  
 (e) Entire
Agreement; Termination of Existing Agreements. This Agreement and the Securities Purchase Agreement constitute the entire agreement of the parties with respect to the subject matter hereof. 
  
 (f) Modification. This Agreement may not be modified or amended except
by a writing signed by Savvis and WCAS; provided that this Agreement may not be so amended in any manner that adversely affects the rights or obligations of any Investor unless the consent of such Investor is obtained in writing prior to the
effectiveness of such amendment. Any waiver of any provision of this Agreement must be in a writing signed by the party against whom enforcement of such waiver is sought. 
  
 (g) Notices. Any notice or other communications required or permitted hereunder shall be deemed to be sufficient if
contained in a written instrument delivered in person or duly sent by national overnight courier service, by first class certified mail, postage prepaid, or by facsimile (followed by delivery by overnight courier) addressed to such party at the
address or facsimile number set forth on the signature pages hereto or, in any case, at such other address or facsimile number as shall have been furnished in writing by such party to the other parties hereto. All such notices, requests, consents
and other communications shall be deemed to have been received (1) in the case of personal or courier delivery, on the date of such delivery, (2) in the case of mailing, on the fifth business day following the date of such mailing and (3) in the
case of facsimile, when received. 
  

 14 








 (h) Counterparts. This Agreement may be executed in any number of counterparts, and each such
counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. 
  
 (i) Changes in Common Stock of Savvis. If, and as often as, there are any changes in the Common Stock of Savvis by way of stock split, stock
dividend, combination or reclassification, or through merger, consolidation, reorganization or recapitalization, or by any other means, appropriate adjustment shall be made in the provisions hereof as may be required so that the rights and
privileges granted hereby shall continue with respect to the Restricted Stock as so changed. 
  
 (j) Specific Performance. Each party hereto agrees that a remedy at law for any breach or threatened breach by such party of this Agreement would be inadequate and therefore agrees that any other party hereto
shall be entitled to specific performance of this Agreement in addition to any other available rights and remedies in case of any such breach or threatened breach. 
  
 (k) Binding Effect. Anything herein to the contrary notwithstanding, it is hereby expressly agreed and understood by
each of the parties hereto that this Agreement shall be a binding obligation of the Company with regard to each Investor executing this Agreement, and a binding obligation of each Investor executing this Agreement with regard to the Company, in each
case in accordance to with the terms hereof. The failure or refusal of any Investor to execute this Agreement shall in no way negate, relieve, invalidate or otherwise affect the rights and obligations of the Company and each Investor executing this
Agreement as set forth herein. 
  
 (l) Governing
Law. This agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of laws provisions thereof. 
  
 * * * * * 
  

 15 








 IN WITNESS WHEREOF, each of the parties hereto has duly executed and delivered this Agreement as of the
day and year first above written. 
  

			
	 SAVVIS:
  
 SAVVIS COMMUNICATIONS CORPORATION
 a Delaware Corporation

	
	 By /s/ Grier C. Raclin

	 Name: Grier C. Raclin

	 Title: Chief Legal Officer, Corp. Secretary

		
	 Address:
	 	 12851 Worldgate Drive

	 	 	 Herndon, VA 20170

	 Attention:
	 	 Nancy Lysinger

	 Facsimile:
	 	 (703) 234-8315



  
 Signature
Page to Amended and Restated Investor Rights Agreement 








			
	WCAS INVESTORS:
	
	 WELSH, CARSON, ANDERSON
& STOWE VIII, L.P.

	 By WCAS VIII Associates LLC,
General Partner

		
	 By
	 	 /s/ Jonathan M. Rather


	 Name: Jonathan M. Rather

	 Title: Managing Member




			
		
	 Address:
	 	320 Park Avenue, Suite 2500
	 	 	 New York, NY 10022

	 Attention:
	 	Mr. John D. Clark
	 Facsimile:
	 	(212) 893-9575


  

			
	 WELSH, CARSON, ANDERSON &
STOWE VII, L.P.

	 By WCAS VII Partners L.P.,
General Partner

		
	 By:
	 	 /s/ Jonathan M. Rather


	 	 	General Partner


  

			
	 WELSH, CARSON, ANDERSON &
STOWE VI, L.P.

	 By WCAS VI Partners L.P.,
General Partner

		
	 By:
	 	 /s/ Jonathan M. Rather


	 	 	General Partner



			
		
	 Address:
	 	320 Park Avenue, Suite 2500
	 	 	New York, NY 10022
	 Attention:
	 	Mr. Jonathan M. Rather
	 Facsimile:
	 	(212) 893-9575


  
 Signature
Page to Amended and Restated Investor Rights Agreement 








			
	 WCAS MANAGEMENT CORPORATION

		
	 By:
	 	 /s/ Jonathan M. Rather


	 Jonathan M. Rather
 Treasurer




			
		
	 Address:
	 	 320 Park Avenue, Suite 2500

	 	 	 New York, NY 10022

	 Attention:
	 	 Mr. Jonathan M. Rather

	 Facsimile:
	 	 (212) 893-9575

	
	 Patrick J. Welsh

	 Russell Carson

	 Bruce K. Anderson

	 IRA FBO Bruce K. Anderson

	 Thomas E. McInerney

	 Andrew Paul

	 Robert A. Minicucci

	 Anthony J. De Nicola

	 Paul B. Queally

	 D. Scott Mackesy

	 Sanjay Swani

	 IRA FBO James R. Matthews

	 Sean Traynor

	 John Almeida

	 Eric J. Lee

	 IRA FBO Jonathan M. Rather

	 James Hoover

	 Richard Stowe

	 Laura Van Buren




			
		
	 By:
	 	 /s/ Jonathan M. Rather


	 Jonathan M. Rather
 Individually and as Attorney-in-Fact




			
		
	 Address:
	 	 320 Park Avenue, Suite 2500

	 	 	 New York, NY 10022

	 Attention:
	 	 Mr. Jonathan M. Rather

	 Facsimile:
	 	 (212) 893-9575



  
 Signature
Page to Amended and Restated Investor Rights Agreement 








			
	 DANIEL ANDERSON TRUST

		
	 By:
	 	 /s/ Patrick J. Welsh


	 Name: Patrick J. Welsh

	 Title: Trustee




			
		
	 Address:
	 	 c/o Welsh, Carson,

	 	 	 Anderson & Stowe

	 	 	 320 Park Avenue, Suite 2500

	 	 	 New York, NY 10022

	 Attention:
	 	 Mr. Jonathan M. Rather

	 Facsimile:
	 	 (212) 893-9575




			
	
	 KRISTEN ANDERSON TRUST

		
	 By:
	 	 /s/ Patrick J. Welsh


	 Name: Patrick J. Welsh

	 Title: Trustee




			
		
	 Address:
	 	 c/o Welsh, Carson,

	 	 	 Anderson & Stowe

	 	 	 320 Park Avenue, Suite 2500

	 	 	 New York, NY 10022

	 Attention:
	 	 Mr. Jonathan M. Rather

	 Facsimile:
	 	 (212) 893-9575




			
	
	 MARK ANDERSON TRUST

		
	 By:
	 	 /s/ Patrick J. Welsh


	 Name: Patrick J. Welsh

	 Title: Trustee




			
		
	 Address:
	 	 c/o Welsh, Carson,

	 	 	 Anderson & Stowe

	 	 	 320 Park Avenue, Suite 2500

	 	 	 New York, NY 10022

	 Attention:
	 	 Mr. Jonathan M. Rather

	 Facsimile:
	 	 (212) 893-9575



  
 Signature
Page to Amended and Restated Investor Rights Agreement 








			
	OTHER INVESTORS:
	
	 OAK HILL SPECIAL OPPORTUNITIES
FUND, L.P.

	
	 By: Oak Hill Special Opportunities GenPar, L.P.,
its General Partner

	
	 By: Oak Hill Special Opportunities MGP, LLC,
its General Partner

		
	 By
	 	 /s/ William Bohnsack


	 	 	Name: William Bohnsack
	 	 	Title: Managing Director



			
		
	 Address:
	 	 201 Main Street, Suite 1910
 Fort Worth, TX
76034




			
	 Attention: 
	 	Chuck Irwin
	 Facsimile:
	 	(817) 339-7418
	
	 OAK HILL SPECIAL OPPORTUNITIES

	 FUND (MANAGEMENT), L.P.

	
	 By: Oak Hill Special Opportunities GenPar, L.P.,
its General Partner

	
	 By: Oak Hill Special Opportunities MGP, LLC,
its General Partner

	 
	By	 	 /s/ William Bohnsack


	 	 	Name: William Bohnsack
	 	 	Title: Managing Director



			
		
	 Address:
	 	 201 Main Street, Suite 1910
 Fort Worth, TX 76034

	 Attention: 
	 	Chuck Irwin
	 Facsimile:
	 	(817) 339-7418


  
 Signature
Page to Amended and Restated Investor Rights Agreement 








			
	 WFC HOLDINGS CORPORATION

		
	 By
	 	 /s/ Mike Johnson


	 	 	 Name: Mike Johnson

	 	 	 Title: EVP, Attorney in Fact




			
		
	 Address:
	 	 555 Montgomery Street, 77th Floor
 San Francisco, CA
94111




			
	 Attention:
	 	Mike Johnson
	 Facsimile:
	 	(415) 391-2971
	
	 OAK HILL SECURITIES FUND, L.P.

		
	 By:
	 	 Oak Hill Securities Gen Par, L.P.

	 	 	 its General Partner

		
	 By:
	 	 Oak Hill Securities MGP, Inc.,

	 	 	 its General Partner

		
	 By:
	 	 /s/ William Bohnsack


	 	 	Name: William Bohnsack
	 	 	Title: COO



			
		
	 Address:
	 	 201 Main Street, Suite 2600
 Fort Worth, TX
76102

	 Attention:
	 	Chuck Irwin
	 Facsimile: (817) 339-7418



  
 Signature
Page to Amended and Restated Investor Rights Agreement 








			
	 OAK HILL SECURITIES FUND II, L.P.

		
	 By:
	 	 Oak Hill Securities Gen Par II, L.P.
 its General Partner

		
	 By:
	 	 Oak Hill Securities MGP II, Inc.,
 its General Partner

		
	 By:
	 	 /s/ William Bohnsack


	 	 	 Name: William Bohnsack

	 	 	 Title: COO




			
		
	 Address:
	 	 201 Main Street, Suite 2600
 Fort Worth, TX 76102

	 Attention:
	 	 Chuck Irwin

	 Facsimile:
	 	 (817) 339-7418




			
	
	 LERNER ENTERPRISES, L.P.

		
	 By:
	 	 Oak Hill Asset Management, Inc.
 As advisor and attorney-in-fact to
 Lerner Enterprises, L.P.

		
	 By:
	 	 /s/ William Bohnsack


	 	 	 Name: William Bohnsack

	 	 	 Title: COO




			
		
	 Address:
	 	 c/o Oak Hill Asset Management, Inc.
 65 East 55th Street – 32nd Floor
 New York, NY 10022

	 Attention:
	 	 Megan McCann

	 Facsimile:
	 	(212) 593-3596


  
 Signature
Page to Amended and Restated Investor Rights Agreement 








			
	 P&PK FAMILY LTD. PARTNERSHIP

		
	 By:
	 	 Oak Hill Asset Management, Inc.
 As advisor and attorney-in-fact to
 P&PK Family Ltd Partnership

		
	 By:
	 	 /s/ William Bohnsack


	 	 	 Name: William Bohnsack

	 	 	 Title: COO




			
		
	 Address:
	 	 c/o Oak Hill Capital Management, Inc.
 65 East 55th Street – 32nd Floor
 New York, NY 10022

	 Attention:
	 	 Megan McCann

	 Facsimile:
	 	(212) 593-3596



			
	
	 CARDINAL INVESTMENT PARTNERS I, L.P.

		
	 By:
	 	 Oak Hill Asset Management, Inc.
 As advisor and attorney-in-fact to
 Cardinal Investment Partners I, L.P.

		
	 By:
	 	 /s/ William Bohnsack


	 	 	 Name: William Bohnsack

	 	 	 Title: COO




			
		
	 Address:
	 	 201 Main Street, 24th Floor
 Fort Worth, TX 76102

	 Attention:
	 	 Ray Pinson

	 Facsimile:
	 	 (817) 339-7350



  
 Signature
Page to Amended and Restated Investor Rights Agreement 








			
	 OAK HILL CREDIT ALPHA FUND, L.P.

		
	 By:
	 	 Oak Hill Credit Alpha Gen Par, L.P.
 its General Partner

		
	 By:
	 	 Oak Hill Credit Alpha MGP, Inc.,
 its General Partner

		
	 By:
	 	 /s/ William Bohnsack


	 	 	 Name: William Bohnsack

	 	 	 Title: COO




			
		
	 Address:
	 	 201 Main Street, Suite 1910
 Fort Worth, TX 76102

	 Attention:
	 	 P. Joseph Driggers

	 Facsimile:
	 	 (817) 339-7418




			
	
	 OAK HILL CREDIT ALPHA FUND (OFFSHORE), LTD.

		
	 By:
	 	 /s/ William Bohnsack


	 	 	 Name: William Bohnsack

	 	 	 Title: COO




			
		
	 Address:
	 	 201 Main Street, Suite 1910
 Fort Worth, TX 76102

	 Attention:
	 	 P. Joseph Driggers

	 Facsimile:
	 	 (817) 339-7418



  
 Signature
Page to Amended and Restated Investor Rights Agreement 








			
	 OAK HILL ADVISORS, L.P.
 as Investment Manager for
 The Leland Stanford Junior University

		
	 By:
	 	 Oak Hill Advisors MGP, Inc.
 its Managing General Partner

		
	 By:
	 	 /s/ William Bohnsack


	 	 	 Name: William Bohnsack

	 	 	 Title: COO




			
		
	 Address:
	 	 The Leland Stanford Jr. University
 c/o Oak Hill Capital Management, Inc.
 65 East 55th Street - 32nd Floor
 New York, NY 10022

	 Attention:
	 	 Megan McCann

	 Facsimile:
	 	 (212) 593-3596




			
	
	 CARDINAL FUND I, L.P.

	
	 By: Cardinal Management I, L.P.,
its General Partner

	
	 By: Cardinal MGP, LLC,
its General Partner

		
	 By
	 	 /s/ John H. Fant


	 	 	 Name: John H. Fant

	 	 	 Title: Vice President




			
		
	 Address:
	 	 201 Main Street, Suite 2415

	 	 	 Fort Worth, Texas 76102

	 Attention:
	 	 Ray L. Pinson

	 Facsimile:
	 	 (817) 339-7350



  
 Signature
Page to Amended and Restated Investor Rights Agreement 








			
	 FW SAVVIS INVESTORS, L.P.

	
	 By: Group VI 31, L.L.C.,
its General Partner

		
	 By
	 	 /s/ John H. Fant


	 	 	 Name: John H. Fant

	 	 	 Title:   Vice President




			
		
	 Address:
	 	 201 Main Street, Suite 3100

	 	 	 Fort Worth, Texas 76102

	 Attention:
	 	 John H. Fant

	 Facsimile:
	 	 (817) 820-1621



  
 Signature
Page to Amended and Restated Investor Rights Agreement 








			
	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




					
		
	 Address:
	 	 383 Madison Avenue, 28th Floor
 New York, NY
10179

	 Attention:
	 	 Clifford H. Friedman

	 Facsimile:
	 	 (212) 272-9256




			
	
	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




					
		
	 Address:
	 	 383 Madison Avenue, 28th Floor
 New York, NY
10179

	 Attention:
	 	 Clifford H. Friedman

	 Facsimile:
	 	 (212) 272-9256



  
 Signature
Page to Amended and Restated Investor Rights Agreement 








			
	 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




					
		
	 Address:
	 	 383 Madison Avenue, 28th Floor
 New York, NY
10179

	 Attention:
	 	 Clifford H. Friedman

	 Facsimile:
	 	 (212) 272-9256




			
	
	 CVC II PARTNERS, L.L.C.

		
	 By:
	 	 /s/ Clifford H. Friedman


	 	 	 Name: Clifford H. Friedman

	 	 	 Title: SMD




					
		
	 Address:
	 	 383 Madison Avenue, 28th Floor
 New York, NY
10179

	 Attention:
	 	 Clifford H. Friedman

	 Facsimile:
	 	 (212) 272-9256



  
 Signature
Page to Amended and Restated Investor Rights Agreement 







 [INSERT SIGNATURE BLOCKS FOR ANY OTHER INVESTORS THAT BECOME A PARTY TO THIS AGREEMENT] 
  
 Signature Page to Amended and Restated Investor Rights Agreement