-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PmSaekE5d+/SXvjbccTY1Hol9ZUIVFwDm7PiyGU5b12pvt3FXA8BpfxGqg1pw3ps lctaov4JXkHFzfgo131VvQ== 0001104659-06-023786.txt : 20060407 0001104659-06-023786.hdr.sgml : 20060407 20060407172727 ACCESSION NUMBER: 0001104659-06-023786 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060407 DATE AS OF CHANGE: 20060407 GROUP MEMBERS: MTH HOLDINGS, INC. GROUP MEMBERS: ONE EQUITY PARTNERS LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SAVVIS, Inc. CENTRAL INDEX KEY: 0001058444 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 431809960 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58667 FILM NUMBER: 06749083 BUSINESS ADDRESS: STREET 1: 1 SAVVIS PARKWAY CITY: TOWN & COUNTRY STATE: MO ZIP: 63017 BUSINESS PHONE: 314-638-7000 MAIL ADDRESS: STREET 1: 1 SAVVIS PARKWAY CITY: TOWN & COUNTRY STATE: MO ZIP: 63017 FORMER COMPANY: FORMER CONFORMED NAME: SAVVIS COMMUNICATIONS CORP DATE OF NAME CHANGE: 19991112 FORMER COMPANY: FORMER CONFORMED NAME: SAVVIS HOLDINGS CORP DATE OF NAME CHANGE: 19991020 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MLT, LLC CENTRAL INDEX KEY: 0001358686 IRS NUMBER: 743170749 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 320 PARK AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-258-5582 MAIL ADDRESS: STREET 1: 320 PARK AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 a06-8636_2sc13da.htm AMENDMENT

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

SAVVIS, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

805423100

(CUSIP Number)

ONE EQUITY PARTNERS LLC

320 Park Avenue

18th Floor

New York, NY 10022

Attention: Erin E. Hill

(212) 277-1500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

David A. Sirignano

Morgan, Lewis & Bockius LLP

1111 Pennsylvania Ave, NW

Washington, DC 20004

March 29, 2006

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 805423100

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) MLT, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 86,119,996

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 86,119,996

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 86,119,996

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 32.2%

	14.	Type of Reporting Person (See Instructions) OO – Limited Liability Company

CUSIP No. 805423100

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) MTH Holdings, Inc. (formerly Moneyline Telerate Holdings)

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0

	14.	Type of Reporting Person (See Instructions) CO

CUSIP No. 805423100

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) One Equity Partners LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 86,119,996

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 86,119,996

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 86,119,996

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 32.2%

	14.	Type of Reporting Person (See Instructions) OO – Limited Liability Company

Explanatory Note

This Amendment No. 2 is being filed to add MLT, LLC as a reporting person given MTH Holdings, Inc.’s (formerly Moneyline Telerate Holdings) assignment of its interest in Savvis, Inc.’s Series A Convertible Redeemable Preferred Stock to MLT, LLC. This transaction is described more fully under Item 6.

Item 1.	Security and Issuer

This Amendment No. 2 to the Schedule 13D originally filed on June 14, 2005, relates to the common stock, par value $0.01 per share, of Savvis, Inc. (the “Issuer”). The Issuer’s principal executive offices are located at 1 Savvis Parkway, Town & Country, Missouri 63017.

Item 2.	Identity and Background

	(a) – (c), (f) Name, Address, Principal Business, Citizenship

Reporting Persons	Principal Business	Address of Principal Office

MLT, LLC	To manage its liabilities, monetize its assets and prepare for the winding up of its affairs.	320 Park Avenue, 18th Floor New York, New York 10022

MTH Holdings, Inc. (formerly Moneyline Telerate Holdings)	To manage its liabilities, monetize its assets and prepare for the winding up of its affairs.	320 Park Avenue, 18th Floor New York, New York 10022

One Equity Partners LLC	To make private equity investments on behalf of JPMorgan Chase & Co.	320 Park Avenue, 18th Floor New York, New York 10022

OEP Co-Investors LLC	To hold and manage investments for certain employees of JPMorgan Chase & Co.	320 Park Avenue, 18th Floor New York, New York 10022

OEP Holding Corporation	To act as a holding company for JPMorgan Chase & Co. in making private equity investments.	320 Park Avenue, 18th Floor New York, New York 10022

Bank One Investment Corporation	To act as a holding company for JPMorgan Chase & Co. in making private equity investments.	1 Bank One Plaza Chicago, IL 60670

JPMorgan Capital Corporation	To act as a holding company for JPMorgan Chase & Co. in making private equity, structured finance and other investments.	1 Bank One Plaza Chicago, IL 60670

Banc One Financial LLC	To act as a holding company for JPMorgan Chase & Co. in making private equity, structured finance and other investments.	1 Bank One Plaza Chicago, IL 60670

JPMorgan Chase & Co.	To provide general financial services.	270 Park Avenue New York, New York 10017

MLT, LLC is controlled by One Equity Partners LLC (“OEP”). MTH Holdings, Inc. is a wholly-owned subsidiary of MLT, LLC. The

remaining entities listed above are included herein solely pursuant to Instruction C of Schedule 13D. OEP Holding Corporation (“OEP Holding”) controls the managing members of OEP and OEP Co-Investors; Bank One Investment Corporation (“BOI”) owns all of the outstanding capital stock of OEP Holding; JPMorgan Capital Corporation (“JPM CC”) owns all of the outstanding capital stock of BOI; Bank One Financial LLC (“BOF LLC”) owns all of the outstanding capital stock of JPM CC; and JPMorgan Chase & Co. (“JPMC”) owns all of the outstanding stock of BOF LLC. JPMC expressly disclaims beneficial ownership of the shares reported herein.

All of the above entities are organized in Delaware. A joint filing agreement by the Reporting Persons is attached hereto as Exhibit A.

Information concerning the executive officers and directors of the Reporting Persons, including their principal occupations and beneficial ownership, is provided in Annex I to this Schedule 13D.

(d) – (e) Legal Proceedings

No change.

Item 3.

Source and Amount of Funds or Other Consideration

Under the Stock and Asset Purchase Agreement dated December 20, 2004 by and among Reuters Limited, Reuters S.A. (collectively, “Reuters”), MTH Holdings, Inc. (formerly Moneyline Telerate Holdings) (“MTH”), certain subsidiaries of MTH named therein, and One Equity Partners LLC, Reuters acquired certain operations and business conducted by MTH (“the Agreement”). In connection with this acquisition, Reuters transferred 40,870 shares of Series A Convertible Preferred Stock of Savvis, Inc. (the “Savvis Stock”) to MTH.

This Amendment No. 2 is being filed to reflect MTH’s assignment of the Savvis Stock to MLT, LLC. After MTH’s assignment of the Savvis Stock, substantially all of MTH’s common and preferred stock was automatically cancelled and exchanged for interests in MLT, LLC. One share of MTH’s preferred stock that had been issued to MLT, LLC, in connection with the assignment, was exchanged for one share of MTH’s common stock. This is the only share of MTH’s stock that is currently outstanding. Consequently, MTH is now a wholly-owned subsidiary of MLT, LLC.

Item 4.	Purpose of Transaction

	No change.

Item 5.	Interest in Securities of the Issuer

	(a) and (b) Beneficial ownership

Beneficial ownership by the Reporting Persons as of March 29, 2006 is incorporated by reference to Items 7 — 11 of their respective cover pages.

Beneficial ownership of the executive officers and directors is incorporated by reference to Annex I. (c) Transactions during the past sixty days None of the Reporting Persons or persons listed in Annex I have purchased or sold the Issuer’s securities in the last 60 days other than the acquisition of Savvis Stock as reported herein. (d) Right to receive dividends or proceeds

Not applicable.

(e) Beneficial ownership of less than five percent

As a result of the assignment, MTH is not a beneficial owner.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

This Amendment No. 2 is being filed to reflect MTH’s assignment of the Savvis Stock to MLT, LLC under the Assignment and Assumption Agreement dated March 29, 2006. Under that agreement, MTH assigned certain assets to MLT, LLC, including 19,631 shares of Series A Convertible Redeemable Preferred Stock of SAVVIS, Inc., MTH’s rights to the property held in escrow pursuant to the Escrow Agreement (discussed in the Schedule 13D originally filed on June 14, 2005), including rights to another 21,239 shares of Series A Convertible Redeemable Preferred Stock, and all rights with respect to the shares to receive dividends and distributions. Additionally, in connection with the assignment, MLT, LLC and OEP entered into an Amended and Restated Pledge Agreement dated March 29, 2006. Under this agreement, MLT, LLC has pledged all of the Savvis Stock that it beneficially owns and all proceeds of such securities receivable or distributed in respect thereof as security for payment in full of certain obligations.

Item 7.	Material to Be Filed as Exhibits

1. Stock and Asset Purchase Agreement, dated as of December 20, 2004 (the “Purchase Agreement”), by and among Reuters Limited, Reuters S.A., Moneyline Telerate Holdings, Inc., the subsidiaries of Moneyline Telerate Holdings named therein, and One Equity Partners LLC (for the limited purposes set forth therein), incorporated by reference to Exhibit 4.13 of Form 20 F, filed by Reuters Group PLC on March 9, 2005*

2. Amendment No. 1 to the Purchase Agreement, dated as of May 20, 2005, incorporated by reference to Exhibit 23 of Schedule 13D/A, filed by Reuters Group PLC on June 7, 2005*

3. Amendment No. 2 to the Purchase Agreement, dated as of June 3, 2005, incorporated by reference to Exhibit 24 of Schedule 13D/A, filed by Reuters Group PLC on June 7, 2005*

4. Escrow Agreement, dated as of June 3, 2005 by and among Moneyline Telerate Holdings, Inc., Reuters Limited, and The Bank of New York, incorporated by reference to Exhibit 25 of Schedule 13D/A, filed by Reuters Group PLC on June 7, 2005*

5. Investor Rights Agreement, incorporated by reference to Exhibit 10.2 of Form 8-K, filed March 27, 2002 by Savvis, Inc.*

6. Side Letter dated May 16, 2001, incorporated by reference to Exhibit 10.4 of Form 8-K, filed June 4, 2001 by Savvis, Inc.*

7. Assignment and Assumption Agreement dated March 29, 2006 by and between MTH Holdings, Inc. (formerly Moneyline Telerate Holdings) and MLT, LLC

8. Amended and Restated Pledge Agreement dated March 29, 2006 by and between MLT, LLC and One Equity Partners LLC

9. Joint Filing Agreement, attached hereto as Exhibit A

* Previously filed.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Pursuant to Rule 13d-1(k), this Schedule 13D is filed jointly on behalf of both of the Reporting Persons.

Dated as of: April 7, 2006

	MLT, LLC
	By:	/s/ Alexander Russo

	Name:	Alexander Russo
	Title:	Chief Executive Officer

	MTH Holdings, Inc.
	By:	/s/ Alexander Russo

	Name:	Alexander Russo
	Title:	Chief Executive Officer


	ONE EQUITY PARTNERS LLC
	By:	/s/ Richard M. Cashin

	Name:	Richard M. Cashin
	Title:	President

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

ANNEX I

All executive officers and directors of the Reporting Persons are citizens of the United States.

MLT, LLC

Name		Principal Occupation or Employment
Directors
Alexander Russo		Chief Executive Officer
Daniel J. Selmonosky		Vice President One Equity Partners LLC
David Walsh		Member One Equity Partners LLC

Executive Officers
Alexander Russo		Chief Executive Officer
Adam J. Ableman		President and Secretary

The business address for MLT’s officers is 320 Park Avenue, 18th Floor, New York, New York 10022.

MTH Holdings, Inc.

Name		Principal Occupation or Employment
Directors
Alexander Russo		Chief Executive Officer
Daniel J. Selmonosky		Vice President One Equity Partners LLC
David Walsh		Member One Equity Partners LLC

Executive Officers
Alexander Russo		Chief Executive Officer
Adam J. Ableman		President, General Counsel, and Secretary

The business address for MTH’s directors and officers is 320 Park Avenue, 18th Floor, New York, New York 10022.

One Equity Partners LLC

Name		Principal Occupation or Employment
Executive Officers
Richard M. Cashin		President
Erin E. Hill		Chief Financial Officer and Treasurer
James S. Rubin		Vice President
Daniel J. Selmonosky		Vice President
Richard W. Smith		Vice President
Theodora Stojka		Vice President
Judah A. Shechter		Vice President and Secretary

The business address for One Equity’s executive officers is 320 Park Avenue, 18th Floor, New York, New York 10022.

OEP Co-Investors LLC

Name		Principal Occupation or Employment
Executive Officers
Brian A. Bessey		President
Erin E. Hill		Chief Financial Officer
Theodora Stojka		Vice President & Treasurer
Judah A. Shechter		Secretary

The business address for OEP Co-Investors’ executive officers is 320 Park Avenue, 18th Floor, New York, New York 10022.

OEP Holding Corporation

Name	Principal Occupation or Employment and Address	Name, Business and Address Where Employed
Directors
Richard M. Cashin	President	One Equity Partners LLC 320 Park Avenue, 18th Floor New York, NY 10022
Ina R. Drew	Chief Investment Officer	JPMorgan Chase & Co. 270 Park Avenue New York, NY 10017
Franklin Hobbs	Member	One Equity Partners LLC 320 Park Avenue, 18th Floor New York, NY 10022
Jay Mandelbaum	Head, Strategy	JPMorgan Chase & Co. 270 Park Avenue New York, NY 10017
Heidi G. Miller	Treasury & Securities Services	JPMorgan Chase & Co. 270 Park Avenue New York, NY 10017
Jacques Nasser	Member	One Equity Partners LLC 320 Park Avenue, 18th Floor New York, NY 10022
Christopher von Hugo	Member	One Equity Partners LLC 320 Park Avenue, 18th Floor New York, NY 10022
James S. Rubin	Vice President	One Equity Partners LLC 320 Park Avenue, 18th Floor New York, NY 10022
Richard W. Smith	Member	One Equity Partners LLC 320 Park Avenue, 18th Floor New York, NY 10022
Officers
Richard M. Cashin	President
Erin E. Hill	Chief Financial Officer and Treasurer
Adam Mukamal	Vice President
James S. Rubin	Vice President
Daniel J. Selmonosky	Vice President
Theodora Stojka	Vice President
Judah A. Shechter	Vice President and Secretary

The business address for OEP Holding’s executive officers is 320 Park Avenue, 18th Floor, New York, NY 10022.

Bank One Investment Corporation

Name	Principal Occupation or Employment	Name, Business and Address Where Employed
Directors
Richard M. Cashin	President & Chairman of the Board	One Equity Partners LLC 320 Park Avenue, 18th Floor New York, NY 10022
Richard W. Smith	Senior Vice President	One Equity Partners LLC 320 Park Avenue, 18th Floor New York, NY 10022

Officers
Richard M. Cashin	President and Chairman of the Board
Daniel J. Selmonosky	Managing Director
Constance T. Teska	Senior Vice President
Brian A. Bessey	Senior Vice President
Richard W. Smith	Senior Vice President
Erin E. Hill	Treasurer
Lisa C. Martin	Vice President
James S. Rubin	Vice President
Theodora Stojka	Vice President
Adam Mukamal	Vice President
Judah A. Shechter	Secretary

The business address for Bank One Investment’s executive officers is 1 Bank One Plaza, Chicago, IL 60670.

JPMorgan Capital Corporation

Name	Principal Occupation or Employment	Name, Business and Address Where Employed
Directors
Francisco J. Pereiro	Chairman of the Board	JPMorgan Capital Corporation 10 South Dearborn Chicago, IL 60603
John M. Buley	Director	JPMorgan Capital Corporation 120 S La Salle Street, Floor 2 Chicago, IL 60603
Peter G. Weiland	Managing Director	JPMorgan Chase Bank 270 Park Avenue New York, NY 10017
Officers
Francisco J. Pereiro	President and Chairman of the Board
Ellen J. Manola	Chief Financial Officer

Patricia M. Borkowski		Managing Director
Mit C. Buchanan		Managing Director
John M. Buley		Managing Director
Kelly A. Chesney		Managing Director
John M. Eber		Managing Director
James N. Eligator		Managing Director
Paul A. Gargula		Managing Director
William P. Kusack, Jr.		Managing Director
Claudia J. Machaver		Managing Director
Patrick J. McCarthy		Managing Director
Jean F. Nagatani		Managing Director
Patrick J. Nash		Managing Director
Aloysius T. Stonitsch		Managing Director
Constance T. Teska		Senior Vice President
Moira L. Miller		Treasurer
Robert A. Long, Jr.		Secretary

The business address for JPMorgan Capital’s executive officers is 1 Bank One Plaza, Chicago, IL 60670.

Banc One Financial LLC

Name	Principal Occupation or Employment	Name, Business and Address Where Employed
Directors
Michael J. Cavanagh	Chief Financial Officer	JPMorgan Chase & Co. 270 Park Avenue New York, NY 10017
Mark I. Kleinman	President	Bank One Financial LLC 1 Bank One Plaza Chicago, IL 60670
Officers
Mark I. Kleinman	President
John J. Hyland	Vice President and Treasurer
Robin A. Ayres	Vice President
Lisa J. Fitzgerald	Vice President
Elias E. Olmeta	Vice President
Louis M. Morrell	Vice President
James C. Berry	Secretary

The business address for Bank One Financial’s executive officers is 1 Bank One Plaza, Chicago, IL 60670.

JPMorgan Chase & Co.

Name	Principal Occupation or Employment	Name, Business and Address Where Employed
Directors
Hans W. Becherer	Retired Chairman of the Board and Chief Executive Officer Deere & Company	Deere & Company One John Deere Place Moline, IL 61265
John H. Biggs	Former Chairman and Chief Executive Officer TIAA-CREF	TIAA-CREF PO Box 1259 Charlotte, NC 28201
Lawrence A. Bossidy	Retired Chairman of the Board Honeywell International Inc.	Honeywell International Inc. 101 Columbia Road Morristown, NJ 07962
Stephen B. Burke	President Comcast Cable Communications, Inc.	Comcast Cable Communications, Inc. 1500 Market Philadelphia, PA 19102
James S. Crown	President Henry Crown and Company	Henry Crown and Company 222 N. LaSalle Street, Suite 2000 Chicago, IL 60601
James Dimon	President and Chief Executive Officer JPMorgan Chase & Co.	JPMorgan Chase & Co. 270 Park Avenue New York, NY 10017
Ellen V. Futter	President and Trustee American Museum of Natural History	American Museum of Natural History Central Park West at 79th Street New York, NY 10024-5192
William H. Gray, III	Retired President and Chief Executive Officer The College Fund/UNCF	The College Fund/UNCF 8260 Willow Oaks Corporate Drive PO Box 10444 Fairfax, VA 22031-8044
William B. Harrison, Jr.	Chairman of the Board JPMorgan Chase & Co.	JPMorgan Chase & Co. 270 Park Avenue New York, NY 10017
Laban P. Jackson, Jr.	Chairman and Chief Executive Officer Clear Creek Properties, Inc.	Clear Creek Properties, Inc. 2365 Harrodsburg Rd. Suite B230 Lexington, KY 40504
Lee R. Raymond	Chairman of the Board and Chief Executive Officer Exxon Mobil Corporation	Exxon Mobil Corporation 5959 Las Colinas Boulevard Irving, TX 75039-2298
John W. Kessler	Owner John W. Kessler Company	The New Albany Company 220 Market Street, Suite 200 New Albany, OH 43054
Robert I. Lipp	Senior Advisor JPMorgan Chase & Co.	JPMorgan Chase & Co. 270 Park Avenue New York, New York 10017
Richard A. Monoogian	Chairman and Chief Executive Officer Masco Corporation	Masco Corporation 21001 Van Born Road Taylor, MI 48180
David C. Novak	Chairman and Chief Executive Officer Yum! Brands, Inc.	Yum! Brands, Inc. 1441 Gardiner Lane Louisville, KY 40213

William C. Weldon		Chairman and Chief Executive Officer Johnson & Johnson
Executive Officers
William B. Harrison Jr.		Chairman of the Board
James Dimon		President and Chief Executive Officer
Austin A. Adams		Chief Information Officer
Steven D. Black		Co-Chief Executive Officer, Investment Bank
Richard J. Srednicki		Chief Executive Officer and Executive Vice President, Card Services
Michael J. Cavanagh		Chief Financial Officer
Frank Bisignano		Chief Administrative Officer
John F. Bradley		Director of Human Resources
Joan Guggenheimer		Co-General Counsel
Ina R. Drew		Chief Investment Officer
Samuel Todd Maclin		Head, Commercial Banking
Jay Mandelbaum		Head, Strategy
William H. McDavid		Co-General Counsel
Heidi G. Miller		Treasury & Securities Services
Charles W. Scharf		Head, Retail Financial Services
James E. Staley		Head, Asset & Wealth Management
Don M. Wilson III		Chief Risk Officer
William T. Winters		MD & Co-Chief Executive Officer, Investment Bank

The business address for JPMorgan Chase’s executive officers is 270 Park Avenue, New York, NY 10017.

Exhibit A

Joint Filing Agreement

We, the undersigned, hereby express our agreement that the attached Amendment No. 2 to Schedule 13D is filed on behalf of both of us.

Dated as of: April 7, 2006

	MLT, LLC
	By:	/s/ Alexander Russo

	Name:	Alexander Russo
	Title:	Chief Executive Officer

	MTH Holdings, Inc.
	By:	/s/ Alexander Russo

	Name:	Alexander Russo
	Title:	Chief Executive Officer


	ONE EQUITY PARTNERS LLC
	By:	/s/ Richard M. Cashin

	Name:	Richard M. Cashin
	Title:	President

EX-7 2 a06-8636_2ex7.htm CORRESPONDENCE FROM AN INDEPENDENT ACCOUNTANT

Exhibit 7

Execution Version

ASSIGNMENT AND ASSUMPTION AGREEMENT

ASSIGNMENT AND ASSUMPTION AGREEMENT dated as of March 29, 2006 (this “Agreement”) between MTH Holdings, Inc., a Delaware corporation (“Corp”), and MLT, LLC, a Delaware limited liability company and wholly-owned subsidiary of Corp (“LLC”).

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, LLC and Corp hereby agree as follows:

1. Assignment of Assets. Subject to the provisions of Sections 2 and 5, Corp does hereby convey, transfer, assign, grant and deliver to LLC all of the Corp’s assets, of every kind, nature, character and description and wherever located, whether tangible or intangible, real, personal or mixed, including, without limitation, (a) 19,631 shares of Series A Convertible Redeemable Preferred Stock of SAVVIS, Inc. (“SAVVIS Preferred”), (b) all rights of Corp to the property held in escrow pursuant to the Escrow Agreement (the “Escrow Agreement”) by and among Corp, Reuters Limited and The Bank of New York, including, without limitation, rights to another 21,239 shares of SAVVIS Preferred and (c) all rights of Corp with respect to the SAVVIS Preferred, including without limitation, any rights to receive dividends or distributions and any rights under any other contract or agreement relating to the SAVVIS Preferred.

2. Excluded Assets. Notwithstanding the provisions of Section 1, Corp shall retain and not convey, transfer, assign, grant or deliver (a) any cash in the bank accounts of Corp or in transit, (b) any accounts receivable, (c) 10,150,213 ordinary shares of MarketXS, (d) 584,810 shares of common stock of MarketAxess Holdings Inc. and (e) any property or proceeds received or receivable relating to the securities described in paragraphs (c) and (d) above (collectively, the “Excluded Assets”), in each case, subject to the provisions of Section 4.

3. Assumption of Liabilities. LLC hereby assumes and agrees to discharge when due (a) all liabilities and obligations of Corp relating to the outstanding secured promissory notes of Corp held by One Equity Partners, LLC (the “Notes”) and (b) all other liabilities and obligations of Corp to the extent such other liabilities and obligations are in excess of the value of the Excluded Assets. Simultaneously herewith, LLC will execute such documentation with OEP and Corp as they may request in order to further evidence such assumption of Notes.

4. Sufficiency of Excluded Assets; Further Transfers. Corp and LLC agree that the Excluded Assets are intended to be sufficient to allow Corp to satisfy its legal capital requirements, complete its planned wind-down and satisfy all of its existing and anticipated obligations as they become due. Corp and LLC agree that (a) LLC will, on an ongoing basis, provide funding to Corp on demand to satisfy any financial needs of Corp that may arise to the extent such financial needs cannot be satisfied with the Excluded Assets and (b) any assets held by Corp upon completion of its wind-down, including

without limitation any Excluded Assets or assets acquired after the date hereof, shall be transferred to (by dividend or other permissible means), and shall become the property of, LLC. Corp shall have no right or power in any way to assign, transfer, convey, pledge or otherwise encumber any interest in the assets described in clause (b) of the preceding sentence other than to transfer the assets to LLC. During the time that Corp holds any such assets, it shall do so as nominee for LLC and shall take only those actions relating thereto as explicitly directed by LLC.

5. Subsidiaries of Corp; Agency. Notwithstanding the provisions of Section 1 hereof, Corp will transfer beneficial ownership only of the capital stock of all subsidiaries of Corp (the “Subsidiaries”). Accordingly, LLC will be the beneficial owner of the Subsidiaries and Corp will remain the record owner of the Subsidiaries as nominee of LLC. Corp is hereby appointed and hereby agrees to act as agent of LLC to act on behalf of LLC with respect all matters (“Agency Matters”) relating to the Subsidiaries, the wind-down of Corp’s operations and all matters relating to the Escrow Agreement and SAVVIS Preferred. Corp agrees to execute any and all instruments on behalf of LLC and to take all actions as explicitly directed by LLC with respect to the Agency Matters, and to execute only those instruments on behalf of LLC, and to take only those actions on behalf of LLC as so explicitly directed by LLC in each case. Corp shall have no interest in the Subsidiaries other than as a holder of record thereof, and all other right, title and interest, beneficial or otherwise in and to the Subsidiaries shall be the property of LLC. Corp shall have no right or power in any way to assign, transfer, convey, pledge or otherwise encumber any interest in the Subsidiaries or to take any action relating to the Subsidiaries, except at the specific direction of LLC.

6. Issuance of Stock. Corp hereby issues to LLC one (1) share of Series B Preferred Stock of Corp, par value $0.01, in consideration of the assumption of liabilities and other promises made by LLC hereunder.

7. Further Assurances. Each party hereto shall execute and deliver such documents and other papers and take such further actions as may be reasonably required to carry out the provisions of this Agreement and give effect to the transactions contemplated hereby. Without limiting the foregoing, Corp will do all things as may be reasonably requested by LLC to put LLC in effective possession, ownership and control of the assets transferred and assigned pursuant to Sections 1 and 4 (but subject to Section 5), and LLC shall cooperate with Corp for that purpose.

8. Successors and Assigns. This Agreement shall bind and inure to the benefit of Corp and LLC and their respective successors and assigns.

9. Counterparts. This Agreement may be executed in one or more counterparts, or by the parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but both of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile shall be effective as delivery of a manually executed counterpart to this Agreement.

10. Governing Law. This Agreement shall be construed by and governed in accordance with the Laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the Laws of any jurisdiction other than the State of New York; provided however, that to the extent the General Corporation Law of the State of Delaware governs the matters herein addressed, this Agreement shall be construed and governed in accordance with such law.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have duly executed this Assumption Agreement as of the date first written above.

	MTH HOLDINGS, INC.


	By:
	Name:
	Title:


	MLT, LLC


	By:
	Name:
	Title:

Signature Page to Assignment and Assumption Agreement

EX-8 3 a06-8636_2ex8.htm OPINION REGARDING TAX MATTERS

Exhibit 8

AMENDED AND RESTATED PLEDGE AGREEMENT

AMENDED AND RESTATED PLEDGE AGREEMENT dated as of March 29, 2006 (as amended, supplemented or otherwise modified, renewed or replaced from time to time, the “Pledge Agreement”) among MLT, LLC, a Delaware limited liability company, “MLT” or “Pledgor”) and ONE EQUITY PARTNERS LLC (the “Secured Party”).

Introductory Statement

Pursuant to the Term Loan and Guaranty Agreement dated as of September 26, 2003 (the “Loan Agreement”) among MTH Holdings, Inc. (formerly Moneyline Telerate Holdings) (“Holdings”), as Borrower, the Guarantors referred to therein and the Secured Party as Lender (as the same may be amended, supplemented or otherwise modified, renewed or replaced from time to time, the “Loan Agreement”) (i) the Secured Party agreed to make loans (collectively referred to herein as the “Loan”) to Holdings in the principal amounts of $18,000,000, $30,000,000, $10,000,000, $25,000,000, $9,000,000, $9,0000,000 and $7,000,000, respectively, in accordance with the terms thereof, and (ii) the Guarantors, agreed to guaranty the payment and performance by Holdings of the Obligations (as defined therein) in accordance with the terms thereof. All capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Loan Agreement.

In order to secure the Obligations under the Loan Agreement, Holdings and the Guarantors pledged to the Secured Party stock or membership interests, as applicable, in certain of their subsidiaries all as more fully set forth therein.

Holdings has transferred substantially all of its assets, including all of its ownership interests in several of its Subsidiaries, to Pledgor. Thus, Pledgor owns all of the issued and outstanding capital stock or membership interests, as applicable, in the company or companies listed on Schedule 1 hereto (together the “Pledged Companies”).

Pursuant to the Assumption and Release Agreement, dated as of March 29, 2006, in connection with the transfer of Holdings’ assets to Pledgor, (i) Pledgor assumed all of Holdings’ rights and obligations under the Loan Agreement and the other Loan Documents, and (ii) Holdings and the Guarantors were released from all rights and obligations in connection with the Credit Documents, including the Loan Agreement and the Pledge Agreement.

Pledgor and Lender wish to amend and restate the Pledge Agreement in its entirety.

Accordingly, the parties hereto agree as follows:

1. Amendment and Restatement. The Pledge Agreement is hereby amended and restated in its entirety in the form hereof.

2. Pledge.

(a) As security for payment in full of the Obligations, the Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto the Secured Party and grants a security interest in (i) all the capital stock and membership interests listed on Schedule 1 hereto, in each case which the Pledgor owns beneficially; provided that if any Pledged Company is a “Controlled Foreign Corporation” for U.S. federal tax purposes, then such pledge shall be limited to 66²/₃% of the equity interests in such Subsidiary, and (ii) all proceeds of such equity interests and all other securities or other property at any time and from time to time receivable or otherwise distributed in respect of or in exchange for any or all of such equity interests or additional securities. All items referred to in clauses (i) and (ii) of this Section 2 are hereinafter referred to collectively as the “Pledged Securities.”

(b) The Pledgor shall deliver to the Secured Party the original certificates, if any, representing the Pledged Securities, accompanied by undated instruments of transfer executed in blank and by such other instruments or documents as the Secured Party or its counsel shall reasonably request.

(c) The Pledgor agrees that the Obligations may be extended or renewed, in whole or in part, and the Pledgor will remain bound upon this pledge notwithstanding any extension or renewal of any Obligation.

(d) The Pledgor, to the extent permitted by Applicable Law, waives notice of protest for nonpayment, notice of acceleration and notice of intent to accelerate. The obligations of the Pledgor hereunder shall not be affected by: (i) the failure of the Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of the Loan Agreement, this Pledge Agreement or any other agreement or otherwise; (ii) any extension or renewal of any provision hereof or thereof; (iii) any rescission, waiver, compromise, acceleration, amendment or modification of any of the terms or provisions of the Loan Agreement, the Note or any other agreement; (iv) the release, exchange, waiver or foreclosure of the Pledged Securities; or (v) the failure of the Secured Party to exercise any right or remedy against any Guarantor under the Loan Agreement or the Security Agreement or against any other guarantor of the Obligations.

(e) The Pledgor agrees that this pledge is a continuing security interest in the Pledged Securities and constitutes security for performance and payment when due and not just of collection, and waives, to the extent permitted by Applicable Law, any right to require that any resort be had by the Secured Party to any other security held for payment of the Obligations or to any balance of any deposit, account or credit on the books of the Secured Party in favor of Pledgor or to any other person.

(f) The Pledgor hereby acknowledges that the Secured Party shall have no responsibility to inform the Pledgor of any circumstances affecting the Pledged Securities.

(g) This pledge shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations, the Loan Agreement or any other instrument evidencing any of the Obligations, or by the existence, validity, enforceability, perfection or extent of the Pledged Securities or by any other circumstance relating to the Obligations which might otherwise constitute a defense to the pledge under this Pledge Agreement (other than the indefeasible payment in full of the Obligations). The Secured Party makes no representation or warranty in respect to any such circumstances and has no duty or responsibility whatsoever to the Pledgor in respect to the management and maintenance of the Obligations or the Pledged Securities.

(h) The obligations of the Pledgor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim or waiver, release, surrender, alteration or compromise, and shall not be subject to any defense (other than payment of the Obligations) or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Pledgor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Secured Party to assert any claim or demand or to enforce any remedy hereunder or under the Loan Agreement or any other agreement, by any waiver or modification of any provision thereof, by any default, failure, or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing, or omission or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of the Pledgor or would otherwise operate as a discharge of the Pledgor as a matter of law, unless and until the Obligations are paid in full.

(i) The Pledgor further agrees that the security interest granted hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation is rescinded or must otherwise be restored by the Secured Party upon the bankruptcy or other reorganization of Pledgor or otherwise. The security interest granted hereunder shall terminate in accordance with Section 11 hereof.

3. Registration in Nominee Name; Denominations. The Secured Party shall have the right (in its sole and absolute discretion) to hold the certificates representing any Pledged Securities, if any, in its own name, the name of its nominee or in the name of the Pledgor, endorsed or assigned in blank or in favor of the Secured Party. Upon the occurrence and during the continuation of an Event of Default, the Secured Party shall have the right to exchange such certificates for certificates of smaller or larger denominations for any purpose consistent with this Pledge Agreement.

4. Representations, Warranties and Covenants. The Pledgor hereby represents and warrants to and/or covenants and agrees with the Secured Party as follows:

(i) the Pledged Securities constitute 100% of the issued and outstanding equity interests of the Subsidiaries; provided that if any Subsidiary is a “Controlled Foreign Corporation” for U.S. federal tax purposes, then the Pledged Securities constitute only 66²/₃% of the equity interests in such Subsidiary;

(ii) the Pledged Securities are duly authorized, validly issued, fully paid and non-assessable;

(iii) there are no restrictions on the transfer of the Pledged Securities other than as a result of the Loan Agreement, this Pledge Agreement or applicable securities laws or the regulations promulgated thereunder;

(iv) the Pledgor has good title to the Pledged Securities;

(v) the Pledged Securities are not subject to any prior liens, encumbrances or security interests, and the Pledgor will keep the Pledged Securities free and clear of all security interests, Liens and encumbrances other than the Lien granted hereunder, and will not sell, assign, transfer, exchange or otherwise dispose of the Pledged Securities or any portion thereof except to the Secured Party;

(vi) the Pledgor has the right to pledge the Pledged Securities hereunder free and clear of any Liens, encumbrances or security interests and without the consent of any other Person or any government agency whatsoever;

(vii) the Pledgor has full power and authority to execute, deliver and perform this Pledge Agreement and to pledge the Pledged Securities hereunder;

(viii) the Pledgor will not take any action to allow any additional equity interests of the Pledged Companies to be issued, or grant any options or warrants, unless such securities are pledged to the Secured Party, on terms satisfactory to the Secured Party, as security for the Obligations;

(ix) the execution, delivery and performance of this Pledge Agreement will not violate any provision of law, administrative regulation, any order of any court or other agency of government, any provision of any indenture, agreement or other instrument to which Pledgor is a party, or be in conflict with, result in a material breach of or constitute (with due notice and/or lapse of time) a material default under any such indenture, agreement or other instrument;

(x) there are no pending legal or governmental proceedings to which either Pledgor is a party or to which any of the Pledgor’s properties is subject which will materially affect the Pledgor’s ability to perform their respective obligations hereunder;

(xi) on the date hereof, the Pledged Securities consist of the securities listed on Schedule 1 hereto;

(xii) all certificates evidencing any of the Pledged Securities have been delivered by the Pledgor to the Secured Party, and no other certificates evidencing the Pledged Securities are in existence as of the date hereof; and

(xiii) in the event any other of the Pledged Securities become evidenced by certificates, the Pledgor shall promptly thereafter deliver such certificates to the Secured

Party accompanied by appropriate transfer documents executed in blank and by such other documents as the Secured Party or its counsel shall reasonably request.

5. Voting Rights; Dividends; etc.

(a) Unless and until an Event of Default shall have occurred and be continuing:

(i) The Pledgor shall be entitled to exercise any and all voting and/or consensual rights and powers accruing to the owner of the Pledged Securities or any part thereof for any purpose not inconsistent with the terms hereof, of the Loan Agreement and of the other Credit Documents.

(ii) Any cash interest, dividends or distributions received by the Pledgor, whether declared on a regular periodic basis or resulting from a subdivision, combination, or reclassification of the outstanding equity interests of any Pledged Company, or received in exchange for the Pledged Securities or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Company may be a party, or otherwise, may be retained by the Pledgor (subject to the terms of the other Credit Documents), and any such non-cash interest, dividends or distributions of any kind whatsoever received by the Pledgor shall be and become part of the Pledged Securities pledged hereunder and shall immediately be delivered to the Secured Party to be held subject to the terms of this Pledge Agreement.

(b) Upon the occurrence and during the continuance of an Event of Default, all rights of the Pledgor to (i) exercise the voting and/or consensual rights and powers with respect to the Pledged Companies which they are entitled to exercise pursuant to Section 5(a)(i) hereof, and (ii) receive and retain dividends and distributions from the Pledged Companies which the Pledgor would be entitled to receive and retain pursuant to Section 5(a)(ii) hereof, if any, shall cease and all such rights shall thereupon become vested in the Secured Party, which shall have the sole and exclusive right and authority to exercise such voting and/or consensual rights; provided, however, that to the extent any governmental consents or filings are required for the exercise by the Secured Party of any of the foregoing rights and powers, the Secured Party shall refrain from exercising such rights or powers until the making of such required filings, the receipt of such consents and the expiration of all related waiting periods.

6. Remedies Upon Default.

(a) If an Event of Default shall have occurred and be continuing, the Secured Party may sell the Pledged Securities, or any part thereof, at any public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Secured Party shall deem appropriate subject to the terms hereof or as otherwise provided in the New York Uniform Commercial Code. The Secured Party shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Pledged Securities for their own account and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Secured Party shall have the right to assign, transfer, and deliver to the purchaser or

purchasers thereof the Pledged Securities so sold. Each such purchaser at any such sale shall hold the property sold absolutely, free from any claim or right on the part of the Pledgor and/or any Pledged Company.

(b) The Secured Party shall give the Pledgor ten days’ written notice of the Secured Party’s intention to make any such public or private sale, or sale at any broker’s board or on any such securities exchange, or of any other disposition of the Pledged Securities contemplated by Section 6(a). Such notice, in the case of public sale, shall state the time and place for such sale and, in the case of sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Pledged Securities, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Secured Party may fix and shall state in the notice of such sale. At any such sale, the Pledged Securities, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Secured Party may (in its sole and absolute discretion) determine. The Secured Party shall not be obligated to make any sale of the Pledged Securities if it shall determine not to do so, regardless of the fact that notice of sale of the Pledged Securities may have been given. The Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case the sale of all or any part of the Pledged Securities is made on credit or for future delivery, the Pledged Securities so sold shall be retained by the Secured Party until the sale price is paid by the purchaser or purchasers thereof, but the Secured Party shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Securities so sold and, in case of any such failure, such Pledged Securities may be sold again upon like notice. At any sale or sales made pursuant to this Section 6, the Secured Party may bid for or purchase, free from any claim or right of whatever kind, including any equity of redemption, of the Pledgor, any such demand, notice, claim, right or equity being hereby expressly waived and released, any or all of the Pledged Securities offered for sale, and may make any payment on the account thereof by using any claim for moneys then due and payable to the Secured Party by the Pledgor, any Guarantor or any Pledged Company as a credit against the purchase price; and the Secured Party, upon compliance with the terms of sale, may hold, retain and dispose of the Pledged Securities without further accountability therefor to the Pledgor or any third party. The Secured Party shall in any such sale make no representations or warranties with respect to the Pledged Securities or any part thereof and the Secured Party shall not be chargeable with any of the obligations or liabilities of the Pledgor with respect thereto. Each Pledgor hereby agrees (i) it will indemnify and hold the Secured Party harmless from and against any and all claims with respect to the Pledged Securities asserted before the taking of actual possession or control of the Pledged Securities by the Secured Party pursuant to this Pledge Agreement or arising out of any act of, or omission to act on the part of, any party other than the Secured Party prior to such taking of actual possession or control by the Secured Party, or arising out of any act on the part of such Pledgor or its agents before or after the commencement of such actual possession or control by the Secured Party; and (ii) the Secured Party shall have no liability or obligation arising out of any such claim. As an alternative to exercising the power of sale herein conferred upon it, the Secured Party may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the

Pledged Securities, or any portion thereof, pursuant to a judgment or decree of a court or courts having competent jurisdiction.

7. Application of Proceeds of Sale and Cash. The proceeds of any sale of the Pledged Securities sold pursuant to Section 6 hereof shall be applied by the Secured Party (in such order as the Secured Party shall in its sole discretion determine) to the payment in full of the Obligations and the payment of costs incurred by the Secured Party while enforcing its rights pursuant to this Pledge Agreement.

8. Secured Party Appointed Attorney-in-Fact. Upon the occurrence of an Event of Default and during the continuance of an Event of Default, each Pledgor hereby appoints the Secured Party its attorney-in-fact for the purpose of carrying out the provisions of this Pledge Agreement and the pledge of the Pledged Securities hereunder and taking any action and executing any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Secured Party shall have the right and power to receive, endorse, and collect all checks and other orders for the payment of money made payable to the Pledgor representing any dividend or other distribution payable in respect of the Pledged Securities or any part thereof and to give full discharge for the same.

9. Securities Act, etc. In view of the position of the Pledgor in relation to the Pledged Securities, or because of other present or future circumstances, a question may arise under the Securities Act of 1933, as amended, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being hereinafter called the “Federal Securities Laws”), with respect to any disposition of the Pledged Securities permitted hereunder. Each Pledgor understands that compliance with the Federal Securities Laws may very strictly limit the course of conduct of the Secured Party if the Secured Party were to attempt to dispose of all or any part of the Pledged Securities, and may also limit the extent to which or the manner in which any subsequent transferee of any Pledged Securities may dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Secured Party in any attempt to dispose of all or any part of the Pledged Securities under applicable “Blue Sky” or other state securities laws, or similar laws analogous in purpose or effect. Under applicable law, in the absence of an agreement to the contrary, the Secured Party may be held to have certain general duties and obligations to the Pledgor to make some effort towards obtaining a fair price even though the Obligations may be discharged or reduced by the proceeds of a sale at a lesser price. To the maximum extent permitted by applicable law, each Pledgor hereby agrees that the Secured Party shall not have any such general duty or obligation to it, and Pledgor will not attempt to hold the Secured Party responsible for selling all or any part of the Pledged Securities at an inadequate price, even if the Secured Party shall accept the first offer received or does not approach more than one possible purchaser. Without limiting the generality of the foregoing, the provisions of this Section 9 would apply if, for example, the Secured Party were to place all or any part of the Pledged Securities for private placement by an investment banking firm, or if such investment banking firm purchased all or any part of the Pledged Securities for its own account, or if the Secured Party placed all or any part of the Pledged Securities privately with a purchaser or purchasers.

10. Financing Statements. So long as the Obligations are outstanding and the security interest hereunder shall not have terminated in accordance with Section 11 hereof, each Pledgor hereby authorizes the Secured Party to prepare and file such UCC financing statements as the Secured Party may deem necessary or desirable to perfect the Lien of the Secured Party in the Pledged Securities.

11. Termination. The pledge hereunder shall terminate when all of the obligations of Pledgor under the Loan Agreement, the Note, the other Credit Documents and any and all other instruments or documents delivered by Pledgor in connection with the Loan Agreement shall have been fully paid and performed. At such time the Secured Party shall, at the sole and reasonable cost and expense of the Pledgor, assign and deliver to the Pledgor, or to such person or persons as the Pledgor shall designate, against receipt, such of the Pledged Securities (if any) as shall not have been sold or otherwise applied by the Secured Party pursuant to the terms hereof and shall still be held by it hereunder, together with appropriate instruments of reassignment and release. Any such reassignment shall be without recourse upon or warranty by the Secured Party.

12. Further Assurances. Pledgor, at its own expense, will execute and deliver, from time to time, any and all further or other instruments, and perform such acts, as the Secured Party may reasonably request to effect the purposes of this Pledge Agreement and to secure to the Secured Party, the benefits of all rights, authorities and remedies conferred upon the Secured Party by the terms of this Pledge Agreement. In furtherance of and without limiting the foregoing, Pledgor agrees that in the event it delivers to the Secured Party certificates representing a greater percentage of equity interests in a Subsidiary than the percentage of equity interests in such Subsidiary pledged to the Secured Party hereunder, Pledgor shall, at the request of the Secured Party, cause any such Subsidiary to issue new certificates representing the equity interests of such Subsidiary so that Pledgor may deliver to the Secured Party a new certificate representing only the percentage of the equity interests in such Subsidiary pledged to the Secured Party hereunder.

13. Notices. Notices and other communication provided for herein shall be in the manner and at the address set forth in, and otherwise in accordance with, Section 10.1 of the Loan Agreement.

14. Non-Waiver of Rights and Remedies. No delay or failure on the part of the Secured Party in the exercise of any right or remedy shall operate as a waiver thereof, no single or partial exercise by the Secured Party of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy and no course of dealing between the parties shall operate as a waiver of any right or remedy of the Secured Party.

15. CHOICE OF LAW. THIS AGREEMENT AND ANY INSTRUMENT OR AGREEMENT REQUIRED HEREUNDER SHALL BE DEEMED TO BE MADE UNDER, SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

16. Severability. This Pledge Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Pledge Agreement shall be prohibited by or invalidated under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Pledge Agreement and the parties hereto agree to negotiate in good faith a provision to replace the ineffective provision, such provision to be as similar in effect and intent as the ineffective provision as permissible.

17. Amendments. This Pledge Agreement may not be amended except by a writing signed by each of the parties hereto.

18. Successors and Assigns. This Pledge Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

19. Counterparts. This Pledge Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall constitute an original for all purposes, but all such counterparts taken together shall constitute the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Pledge Agreement to be duly executed as of the day and year first above written.

	MLT, LLC,
	as Pledgor


	By:
		Name:
		Title:


	ONE EQUITY PARTNERS LLC,
	as Secured Party


	By:
		Name:
		Title:

SCHEDULE 1
to Pledge Agreement

PLEDGED SECURITIES

Issuer		Pledged Equity Interests		Owner/Pledgor
Savvis, Inc.		100%		MLT, LLC

-----END PRIVACY-ENHANCED MESSAGE-----

Under the Securities Exchange Act of 1934 (Amendment No. 2)*

Under the Securities Exchange Act of 1934
(Amendment No. 2)*