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EXHIBIT 99.4
***Text Omitted and Filed Separately
Confidential Treatment Requested
Under 17 C.F.R. Sections 200.880(b)(4)
200.83 and 240.24b-2
AMENDMENT TO
RICOCHET2 RESELLER AGREEMENT
NOVEMBER 12, 1999
Reference is made to that certain Ricochet2 Reseller Agreement (the
"Agreement") dated June 1999, by and between Metricom, Inc. ("Metricom") and MCI
WorldCom, Inc. ("MCI WorldCom"). The parties hereby add the following changes
and/or additions to the Agreement:
1. Delete Section 6 in its entirety and replace it with the following:
6. COMMUNICATIONS SERVICES
6.1 PRE-COMMERCIALLY READY (PER SCHEDULE 1.3 OF THE AGREEMENT)
NON-RECURRING Costs. For all GSA's, MCI WorldCom shall be responsible
for all normal pre-light up non-recurring costs including, but not
limited to, installation costs and fees, circuit provisioning costs and
fees, co-location costs and fees, turn-up fees and power installation
costs.
Metricom shall select both the required services/facilities and
the vendor or vendors to provide the non-recurring items and MCI
WorldCom shall pay the costs regardless of whether MCI WorldCom or some
other party is the vendor.
Metricom shall engage all reasonable good faith efforts to
minimize such costs for both itself and MCI WorldCom.
Within ten days of receiving an invoice for a pre-light up
non-recurring cost, Metricom shall invoice MCI WorldCom and MCI WorldCom
shall pay the invoice within thirty days of receipt of such invoice.
6.2 PRE-COMMERCIALLY READY (PER SCHEDULE 1.3 OF THE AGREEMENT) RECURRING
COSTS. Metricom shall be responsible for all pre-light up recurring
costs including all shares network circuit costs, network management
circuit costs, dial up circuit costs and recurring co-location costs.
6.3 POST-COMMERCIALLY READY (PER SCHEDULE 1.3 OF THE AGREEMENT)
RECURRING COSTS. Metricom shall be responsible for all pre-light up
recurring costs including all shared network circuit costs, network
management circuit costs, dial up circuit costs and recurring
co-location costs. Metricom shall engage all reasonable good faith
efforts to minimize such costs for both itself and MCI WorldCom.
MCI WorldCom agrees, regardless of whether MCI WorldCom or some
other party provides the services/facilities, to reimburse Metricom for
forty percent (40%) of such costs. Within ten days of the end of a
month, Metricom shall invoice MCI WorldCom and MCI WorldCom shall pay
the invoice within thirty days of receipt of such invoice.
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6.4 DEDICATED WAP TO NIF OR NIF TO NETWORK CIRCUITS FOR MCI WORLDCOM
SUBSCRIBERS. If, in connection with communications traffic generated by
MCI WorldCom Subscribers, MCI WorldCom requests dedicated circuits for
MCI WorldCom subscribers, MCI WorldCom will provide, at no cost to
Metricom, all required and necessary recurring and non-recurring
circuits, facilities and hardware dedicated to the purpose of carrying
and transporting such dedicated traffic. This section shall not relieve
MCI WorldCom of its obligation under Sections 6.1, 6.2 or 6.3.
2. Replace Schedule 1.3 with the revised Schedule 1.3 attached hereto.
3. Insert the following two paragraphs at the end of Section 5 of Schedule
4.1 - Quality of Service:
Metricom and MCI WorldCom agree to reassess the Quality of
Service standards as set forth in this schedule 4.1 based upon
network performance, customer usage requirements, and other
criteria deemed relevant by MCI WorldCom and further agree to
negotiate in good faith any revisions or modifications to such
Quality of Service standards.
In the event that Metricom and MCI WorldCom determine to revise
or modify such standards, but cannot reach mutual agreement with
respect to the amendment of Schedule 4.1 to incorporate such
revisions or modifications, the Quality of Service standards as
set forth in sections 1 through 4 of this Schedule 4.1 shall
continue in full force and effect.
To the extent that this Amendment is inconsistent with the Agreement,
this Amendment shall govern and shall be deemed to amend and supersede the
Agreement as of the date hereof. All terms used herein and not otherwise defined
shall have the same meanings ascribed to them in the Agreement. Except as
expressly set forth herein, the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their duly authorized representatives.
METRICOM, INC. MCI WORLDCOM, INC.
/s/ Xxxxxxx X. Xxxxxxxxx /s/ Xxxx X. Xxxxxx
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Signature Signature
Xxxxxxx X. Xxxxxxxxx Xxxx X. Xxxxxx
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Printed Name Printed Name
CEO President and CEO
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Title Title
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SCHEDULE 1.3
DEPLOYMENT SCHEDULE
COMMERCIALLY GSAS WHERE SERVICE
READY DATE CUMULATIVE # OF GSA'S WILL BE DEPLOYED
---------- --------------------- ----------------
June 30, 2000 11 Phase I Cities
September 30, 2000 21 Phase II Cities
[...***...]
PHASE I CITIES TOTAL SQUARE MILES COVERED
-------------- --------------------------
Xxxxxxx, XX 000
Xxxxxxx, XX 1,320
Dallas/Ft. Worth, TX 1,358
Houston, TX 000
Xxx Xxxxxxx, Xxxxxx Xxxxxx, XX 2,300
New York, NY/New Haven, CT 2,700
Philadelphia 960
Phoenix, AZ 000
Xxx Xxxxx, XX 000
Xxx Xxxxxxxxx Xxx Xxxx 1,253
Seattle, WA/Puget Sound 451
PHASE II CITIES TOTAL SQUARE MILES COVERED
--------------- --------------------------
Xxxxxxxxx, XX 000
Xxxxxx, XX 900
Denver, CO 000
Xxxxxxx, XX 000
Xxxxxx Xxxx, XX 000
Xxxxx, XX 000
Xxxxxxxxxxx, XX 000
Xx. Xxxxx, XX 435
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Salt Lake City, UT 140
Washington, D.C. 900
PHASE III CITIES TOTAL SQUARE MILES COVERED
[...***...]
For the purposes of this Schedule 1.3, the network will be commercially ready in
a GSA when the network through which Metricom will provide the Service covers
[...***...].
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