Amendment No. 2 to General and Administrative Services Agreement between Digex Incorporated and Intermedia Communications Inc.

Summary

This amendment updates the existing General and Administrative Services Agreement between Digex Incorporated and Intermedia Communications Inc. It sets out a transition plan for services provided by Intermedia to Digex from March 31, 2000, through December 31, 2000, and specifies the monthly service fees for April through December 2000. Fees for January to March 2001 will be negotiated later. The amendment is effective as of June 29, 2000, and is signed by authorized representatives of both companies.

EX-10.1 2 0002.txt EXHIBIT 10.1 EXHIBIT 10.1 AMENDMENT NO. 2 TO GENERAL AND ADMINISTRATIVE SERVICES AGREEMENT AMENDMENT, dated as of June 29, 2000 to General and Administrative Services Agreement dated as of April 30, 1999 (as heretofore amended, the "Agreement"), between Digex Incorporated, a Delaware corporation ("Digex") and Intermedia Communications Inc., a Delaware corporation ("Intermedia"). WHEREAS, pursuant to a resolution of the Board of Directors of Digex adopted on January 17, 2000, representatives of Digex and Intermedia were instructed to develop a transition plan (the "Plan") for services to be provided by Intermedia pursuant to the Agreement, and the compensation to be paid to Intermedia for such services, during the second, third and fourth quarters of fiscal 2000; and WHEREAS, representatives of Digex and Intermedia have agreed upon the Plan and the compensation to be paid to Intermedia during such period. NOW, THEREFORE, the parties hereto agree as follows: 1. Section 1 of the Agreement is hereby amended to read as follows: "Section 1. Services by Intermedia. Services to be rendered by Intermedia from March 31, 2000 through December 31, 2000 shall be rendered in accordance with the Transition Plan developed between Digex and Intermedia ." 2. Section 5.1(b) of the Agreement is hereby amended to read as follows: "(b) With respect to each calendar month during the period commencing on April 1, 2000 and ending on March 31, 2001, the monthly Service Fee shall be as set forth on the schedule to the amendment dated June 29, 2000 to the Agreement." 1 IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the 29th day of June, 2000 by their duly authorized representatives. DIGEX, INCORPORATED By: /s/ TIMOTHY M. ADAMS ----------------------- INTERMEDIA COMMUNICATIONS INC. By: /s/ ROBERT M. MANNING ------------------------- 2 Schedule -------- Monthly Management Fee April 2000 $1,333,333 May 2000 $1,333,333 June 2000 $1,333,334 July 2000 $1,000,000 August 2000 $1,000,000 September 2000 $1,000,000 October 2000 $666,666 November 2000 $666,667 December 2000 $666,667 January 2001 To be negotiated February 2001 To be negotiated March 2001 To be negotiated 3