Exhibit 10.22
AMENDMENT NO. 1 TO
GENERAL AND ADMINISTRATIVE SERVICES AGREEMENT
AMENDMENT NO. 1, dated as of January 17, 2000 (the "Amendment"), to the
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GENERAL AND ADMINISTRATIVE SERVICES AGREEMENT dated as of April 30, 1999 (the
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"Agreement"), between DIGEX, INCORPORATED, a Delaware corporation ("Digex"), and
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INTERMEDIA COMMUNICATIONS INC., a Delaware corporation ("Intermedia").
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In consideration of the mutual agreements set forth herein, the parties
agree as follows:
1. Revised Service Fees. Section 5.1 of the Agreement is hereby replaced in
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its entirety with the following:
5.1 In consideration for the Services rendered by Intermedia hereunder,
Digex shall pay to Intermedia the following service fees (the "Service
Fees"):
(a) with respect to each calendar month during the period commencing
on April 1, 1999 and ending on March 31, 2000, the fixed monthly
Service Fee set forth for such month in Schedule C; and
(b) with respect to each calendar month during the period commencing
on April 1, 2000 and ending on March 31, 2001, a fixed monthly
Service Fee which shall be negotiated in good faith by Digex and
Intermedia during the first quarter of 2000.
2. Bonus Payments. Section 5.4 is hereby inserted into the Agreement.
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Section 5.4 shall state as follows:
5.4 Digex shall reimburse Intermedia for 50% of the bonus awards paid in
calendar year 2000 (with respect to performance during calendar year 1999)
to Intermedia's management personnel who support the Services provided to
Digex under the terms of the Agreement. The amount of such reimbursement is
expected to be approximately $1.0 million. Payment of the amounts due under
this Section 5.4 shall be made promptly after
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delivery by Intermedia to Digex of a request for payment together with
reasonable supporting documentation of the payment of such amounts.
3. Transition Plan. Section 5.5 is hereby inserted into the Agreement.
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Section 5.5 shall state as follows:
5.5 During the first quarter of 2000, Digex and Intermedia shall work
together to develop a transition plan designed to reduce the reliance by
Digex on the Services rendered by Intermedia hereunder.
4. Revised Schedule C. Schedule C to the Agreement is hereby replaced in its
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entirety with the following:
SCHEDULE C
Monthly Management Fee
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(Dollar amounts in thousands)
Month Year Fee
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April 1999 $2,000.00
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May 1999 $2,000.00
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June 1999 $2,000.00
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July 1999 $1,500.00
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August 1999 $1,500.00
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September 1999 $1,500.00
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October 1999 $2,000.00
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November 1999 $2,000.00
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December 1999 $2,000.00
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January 2000 $2,000.00
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February 2000 $2,000.00
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March 2000 $2,000.00
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5. Governing Law. This Amendment is made under and shall be governed by
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and construed in accordance with the laws of the State of Florida without giving
effect to principles of conflicts of laws.
6. Miscellaneous. Except as amended by this Amendment, the Agreement
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shall remain in full force and effect. The descriptive headings contained in
this Amendment are included for convenience of reference only and shall not
affect in any way the meaning or interpretation of this Amendment. This
Amendment may be executed in counterparts and all such counterparts taken
together shall be deemed to constitute one and the same instrument and shall be
binding notwithstanding that the parties hereto are not all signatories to the
same counterpart.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
as of the date set forth above by their duly authorized representatives,
effective as of the day and year first above written.
DIGEX, INCORPORATED
By: /s/ XXXX X. XXXXX
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Name: Xxxx X. Xxxxx
Title: President and CEO
INTERMEDIA COMMUNICATIONS, INC.
By: /s/ XXXXX X. XXXXXX
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Name: Xxxxx X. Xxxxxx
Title: President and CEO
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