SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 26, 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 GENERAL...Credit Agreement • August 1st, 2005 • Itc Deltacom Inc • Telephone communications (no radiotelephone) • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 26, 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”), General Electric Capital Corporation, 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”).
ITC^DELTACOM, INC. and MELLON INVESTOR SERVICES LLC as WARRANT AGENTWarrant Agreement • August 1st, 2005 • Itc Deltacom Inc • Telephone communications (no radiotelephone) • New York
This Warrant Agreement, dated as of July 26, 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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 1st, 2005 • Itc Deltacom Inc • Telephone communications (no radiotelephone) • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 26, 2005, is made among ITC^DeltaCom, Inc., a Delaware corporation (the “Company”), and each person listed on the signature pages hereof under the heading “TCP Securityholders” (collectively, the “TCP Securityholders”).
NOTE PURCHASE AGREEMENT Dated as of July 26, 2005 by and among ITC^DELTACOM, INC. as Parent INTERSTATE FIBERNET, INC. as Issuer THE SUBSIDIARY GUARANTORS NAMED HEREIN as Subsidiary Guarantors THE NOTE PURCHASERS NAMED HEREIN as Note Purchasers...Note Purchase Agreement • August 1st, 2005 • Itc Deltacom Inc • Telephone communications (no radiotelephone) • New York
This NOTE PURCHASE AGREEMENT is made and entered into as of July 26, 2005 (this “Agreement”), by and among ITC^DeltaCom, Inc., a Delaware corporation (the “Parent”), Interstate FiberNet, Inc., a Delaware corporation (the “Issuer”), the subsidiary guarantors listed on the signature page hereof, the banks, financial institutions and other institutional lenders listed on Schedule I hereto (the “Note Purchasers”), Tennenbaum Capital Partners, LLC, a Delaware limited liability company (“TCP”), as agent (together with any successor agent appointed pursuant to Article VIII, the “Agent”) for the Note Purchasers, and TCP Agency Services, LLC, a Delaware limited liability company, as collateral agent (together with any successor collateral agent the “Collateral Agent” and, together with the Agent, the “Agents”).
AMENDED AND RESTATED GOVERNANCE AGREEMENT Among ITC^DeltaCom, Inc. and the Securityholders of ITC^DeltaCom, Inc. listed on the signature pages hereof Dated as of July 26, 2005Governance Agreement • August 1st, 2005 • Itc Deltacom Inc • Telephone communications (no radiotelephone) • Delaware
WHEREAS, Parent, each WCAS Securityholder and the Other Holder are parties to a Governance Agreement, dated as of October 6, 2003, as amended as of March 29, 2005 (the “Original Agreement”), which establishes terms and conditions concerning the corporate governance of Parent and the acquisition and disposition of securities of Parent;
SECURITIES PURCHASE AGREEMENT Dated as of July 26, 2005 by and among ITC^DELTACOM, INC. as Parent INTERSTATE FIBERNET, INC. as Issuer THE SUBSIDIARY GUARANTORS NAMED HEREIN as Subsidiary Guarantors THE PURCHASERS NAMED HEREIN as Purchasers TENNENBAUM...Securities Purchase Agreement • August 1st, 2005 • Itc Deltacom Inc • Telephone communications (no radiotelephone) • New York
This SECURITIES PURCHASE AGREEMENT is made and entered into as of July 26, 2005 (this “Agreement”), by and among ITC^DeltaCom, Inc., a Delaware corporation (the “Parent”), Interstate FiberNet, Inc., a Delaware corporation (the “Issuer”), the subsidiary guarantors listed on the signature page hereof, the banks, financial institutions and other institutional lenders listed on Schedule I hereto (the “New Purchasers”), Tennenbaum Capital Partners, LLC, a Delaware limited liability company (“TCP”), as agent (together with any successor agent appointed pursuant to Article VIII, the “Agent”) for the New Purchasers, those certain existing holders under the Original Third Lien Credit Agreement (as defined below) and party hereto (the “Existing Purchasers”) and TCP Agency Services, LLC, a Delaware limited liability company, as collateral agent (together with any successor collateral agent the “Collateral Agent” and, together with the Agent, the “Agents”).
