CREDIT AGREEMENT Dated as of March 29, 2005 Among ITC^DELTACOM, INC. as Parent INTERSTATE FIBERNET, INC. as Borrower THE SUBSIDIARIES NAMED HEREIN THE LENDERS NAMED HEREIN as Lenders WELSH, CARSON, ANDERSON & STOWE VIII, L.P. as Administrative Agent...Credit Agreement • May 10th, 2005 • Itc Deltacom Inc • Telephone communications (no radiotelephone) • New York
CREDIT AGREEMENT, dated as of March 29, 2005 (this “Agreement”), among ITC^DeltaCom, Inc., a Delaware corporation (the “Parent”), Interstate FiberNet, Inc., a Delaware corporation (the “Borrower”), the Subsidiaries of the Parent listed on the signature page hereof, the lenders listed on the signature pages hereof (the “Lenders”), Welsh, Carson, Anderson & Stowe VIII, L.P., as administrative agent (together with any successor administrative agent appointed pursuant to Article VIII, the “Administrative Agent”) for the Lenders and as collateral agent (together with any successor collateral agent appointed pursuant to Article VIII, the “Collateral Agent” and, together with the Administrative Agent, the “Agents”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2005 • Itc Deltacom Inc • Telephone communications (no radiotelephone) • Delaware
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of the 21st day of February, 2005 by and between ITC^DeltaCom Inc., a Delaware corporation (“Employer” or the “Company”), and Richard E. Fish, Jr. (“Employee”).
AMENDED AND RESTATED SECURITY AGREEMENT Dated as of March 29, 2005 from The Grantors referred to herein as Grantors to General Electric Capital Corporation as Collateral AgentSecurity Agreement • May 10th, 2005 • Itc Deltacom Inc • Telephone communications (no radiotelephone) • New York
This AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”) is dated as of March 29, 2005, among Interstate FiberNet, Inc., a Delaware corporation (the “Borrower”), ITC^ DeltaCom, Inc. (the “Parent”), the other Persons listed on the signature pages hereto and the Additional Grantors (as defined in Section 23(b)) (the Borrower, the Parent, the Persons so listed and the Additional Grantors being, collectively, the “Grantors”) to General Electric Capital Corporation, as collateral agent (together with any successor collateral agent appointed pursuant to Article VIII of the First Amended Second Lien Credit Agreement (as hereinafter defined), the “Collateral Agent”) for the Secured Parties. Any capitalized term used herein and not otherwise defined has the meaning set forth in the First Amended Second Lien Credit Agreement.
ITC^DELTACOM, INC. and MELLON INVESTOR SERVICES LLC as WARRANT AGENTWarrant Agreement • May 10th, 2005 • Itc Deltacom Inc • Telephone communications (no radiotelephone) • New York
This Warrant Agreement, dated as of March 29, 2005 (this “Warrant Agreement” or “Agreement”), is between ITC^DeltaCom, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as warrant agent (the “Warrant Agent”). Unless elsewhere defined herein, capitalized terms used herein shall have the meaning given to them in Section 15.
AMENDMENT NO. 1 TO GOVERNANCE AGREEMENTGovernance Agreement • May 10th, 2005 • Itc Deltacom Inc • Telephone communications (no radiotelephone) • Delaware
AMENDMENT NO. 1 dated as of March 29, 2005 to the Governance Agreement dated as of October 6, 2003 among ITC^DeltaCom, Inc., a Delaware corporation (“ITC^DeltaCom”), and each Person listed on the signature pages thereof or otherwise a party thereto in accordance with its terms (the “Governance Agreement”);
INTERCREDITOR AND SUBORDINATION AGREEMENTIntercreditor and Subordination Agreement • May 10th, 2005 • Itc Deltacom Inc • Telephone communications (no radiotelephone) • New York
THIS INTERCREDITOR AND SUBORDINATION AGREEMENT (this “Agreement”) is entered into as of March 29, 2005, by and among the First Lien Agent on behalf of the First Lien Lenders, the Second Lien Agent, the Second Lien Lenders, the Third Lien Agent, the Third Lien Lenders and the Loan Parties (each as defined below).
THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 29, 2005 Among ITC^DELTACOM, INC. as Parent INTERSTATE FIBERNET, INC. as Borrower THE SUBSIDIARY GUARANTORS NAMED HEREIN as Subsidiary Guarantors THE LENDERS NAMED HEREIN as Lenders WELLS...Credit Agreement • May 10th, 2005 • Itc Deltacom Inc • Telephone communications (no radiotelephone) • New York
THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 29, 2005 (this “Agreement”), among ITC^DeltaCom, Inc., a Delaware corporation (the “Parent”), Interstate FiberNet, Inc., a Delaware corporation (the “Borrower”), the subsidiary guarantors listed on the signature page hereof, the banks, financial institutions and other institutional lenders listed on the signature pages hereof (the “Lenders”), Wells Fargo Bank, N.A. (“Wells Fargo”), as administrative agent (together with any successor administrative agent appointed pursuant to Article VIII, the “Administrative Agent”) for the Lenders, and as collateral agent (together with any successor collateral agent appointed pursuant to Article VIII, the “Collateral Agent” and, together with the Administrative Agent, the “Agents”).
CONSENT AND FIRST AMENDMENT TO INTERCREDITOR AND SUBORDINATION AGREEMENTIntercreditor and Subordination Agreement • May 10th, 2005 • Itc Deltacom Inc • Telephone communications (no radiotelephone) • New York
CONSENT AND FIRST AMENDMENT TO INTERCREDITOR AND SUBORDINATION AGREEMENT, dated as of March 29, 2005 (this “Amendment”) by and among the First Lien Agent, the First Lien Lenders party hereto, the Second Lien Agent, the Second Lien Lenders and the Loan Parties (each as defined below);
AMENDMENT NO. 1 TO WARRANT AGREEMENTWarrant Agreement • May 10th, 2005 • Itc Deltacom Inc • Telephone communications (no radiotelephone) • New York
AMENDMENT NO. 1 TO WARRANT AGREEMENT (this “Amendment”), dated as of March 29, 2005, is made between ITC^DeltaCom, Inc., a Delaware corporation (the “Company”), and Mellon Investors Services LLC, as Warrant Agent (the “Warrant Agent”).
