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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."
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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
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INTERMEDIA COMMUNICATIONS INC.
By: /s/ ROBERT M. MANNING
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Schedule
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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
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