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EXHIBIT 10.4
INTERMEDIA COMMUNICATIONS INC.
ONE INTERMEDIA WAY
TAMPA, FLORIDA 33647
October 24, 2000
Digex, Incorporated
One Digex Plaza
Beltsville, Maryland 20705
Ladies and Gentlemen:
Reference is made to the Letter Agreement dated January 24, 2000 (the
"Letter Agreement") regarding the use of the net proceeds of the public offering
("Offering") of Class A common stock of Digex, Incorporated ("Digex") pursuant
to a Registration Statement on Form S-1 (File #333-94857). Capitalized terms
used herein without definition have the meanings set forth for such terms in the
Letter Agreement.
1. Intermedia Communications Inc. ("Intermedia") and Digex wish to amend
the Letter Agreement by deleting Paragraph 2 of the Letter Agreement and
replacing it with the following:
(A) From time to time after the date hereof, upon receipt of a request
from Intermedia, Digex shall deliver to Intermedia the requested portion
of the net proceeds of the Offering that has not been used by Digex to
purchase or construct Telecommunications Related Assets (the "Requested
Amount") in exchange for an equivalent amount of cash of which at least
70% may be used by Digex for Unrestricted Uses.
(B) If on October 31, 2000 there remains an amount of the net proceeds of
the Offering that has not been used by Digex to purchase or construct
Telecommunications Related Assets and has not been exchanged pursuant to
the first sentence of this Paragraph 2 (the "Remaining Amount"), Digex
shall promptly deliver the Remaining Amount to Intermedia in exchange for
an equivalent amount of cash of which at least 70% may be used by Digex
for Unrestricted Uses.
(C) Intermedia shall promptly advise Digex as to the amount of cash
delivered pursuant to Paragraph 2 which may be used for Unrestricted Uses
(the "Unrestricted Exchange Cash"), which shall be no less than the
amounts as provided above.
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Digex, Incorporated
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2. Additional Representations, Warranties and Covenants of Digex and
Intermedia
Intermedia represents and warrants to Digex that Digex's use of the
Unrestricted Exchange Cash for Unrestricted Uses will not violate, or result in
a default by Intermedia under, the provisions of the Indenture.
Digex represents, warrants and covenants to Intermedia that it shall use
the cash received pursuant to Paragraph 2 of the Letter Agreement as amended
hereby, other than the Unrestricted Exchange Cash, only to purchase or construct
Telecommunications Related Assets.
Except as amended by this letter, the Letter Agreement shall remain in
full force and effect.
Please confirm your understanding and acceptance of the foregoing by
signing in the space provided below.
Very truly yours,
INTERMEDIA COMMUNICATIONS INC.
By: /s/ DAVID C. RUBERG
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Name: David C. Ruberg
Title: Chairman, President
& Chief Executive Officer
Agreed and Accepted
this 24th day of October, 2000
DIGEX, INCORPORATED
By: /s/ TIMOTHY M. ADAMS
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Name: Timothy M. Adams
Title: Chief Financial Officer
