AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 24th, 2006 • Itc Deltacom Inc • Telephone communications (no radiotelephone) • Delaware
This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”) is made as of the 20th day of December 2005 by and between ITC^DeltaCom Inc., a Delaware corporation (“Employer” or the “Company”), and James P. O’Brien (“Employee”).
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • March 24th, 2006 • Itc Deltacom Inc • Telephone communications (no radiotelephone) • New York
This AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”) dated as of July 26, 2005, and entered into by and among ITC^DeltaCom, Inc., a Delaware corporation (the “Parent”); Interstate FiberNet, Inc., a Delaware corporation (the “Issuer”), each of the other Subsidiaries of the Parent identified under the caption “Subsidiary Guarantors” on the signature pages hereto or which from time to time may become party hereto as contemplated herein (individually, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors” and, together with the Parent and the Issuer, the “Obligors”); and TCP Agency Services, LLC, a Delaware limited liability company, as collateral agent (in such capacity, together with its successors in such capacity, the “Collateral Agent”) for the Secured Parties (as defined below).
FORM OF DEFERRED COMPENSATION AGREEMENTDeferred Compensation Agreement • March 24th, 2006 • Itc Deltacom Inc • Telephone communications (no radiotelephone) • Delaware
THIS DEFERRED COMPENSATION AGREEMENT, dated as of December 23, 2005 (the “Agreement”), is between ITC^DeltaCom, Inc., a Delaware corporation (the “Company”), and, an officer of the Company (the “Executive”).
AMENDMENT NO. 1 TO WARRANT AGREEMENTWarrant Agreement • March 24th, 2006 • Itc Deltacom Inc • Telephone communications (no radiotelephone) • New York
THIS AMENDMENT NO. 1 TO WARRANT AGREEMENT, dated as of December 21, 2005 (this “Amendment”), 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”).
FORM OF ITC^DELTACOM, INC. EXECUTIVE STOCK INCENTIVE PLAN SERIES A PREFERRED STOCK UNIT AGREEMENTSeries a Preferred Stock Unit Agreement • March 24th, 2006 • Itc Deltacom Inc • Telephone communications (no radiotelephone)
ITC^DeltaCom, Inc., a Delaware corporation (the “Company”), hereby grants stock units relating to shares of its 8% Series A convertible redeemable preferred stock, $.01 par value (the “Stock”), to the individual named below as the Holder, subject to the vesting conditions referred to in the attachment. Additional terms and conditions of the grant are set forth in this cover sheet, in the attachment, in the individual’s employment agreement, dated as of and as amended as of December 20, 2005 (as further amended from time to time, the “Employment Agreement”), and in the ITC^DeltaCom, Inc. Executive Stock Incentive Plan (the “Plan”).
SECOND AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • March 24th, 2006 • Itc Deltacom Inc • Telephone communications (no radiotelephone) • New York
This SECOND AMENDED AND SECURITY AGREEMENT (this “Agreement”) dated as of July 26, 2005, and entered into by and among ITC^DeltaCom, Inc., a Delaware corporation (the “Parent”); Interstate FiberNet, Inc., a Delaware corporation (the “Borrower”), each of the other Subsidiaries of the Parent identified under the caption “Subsidiary Guarantors” on the signature pages hereto or which from time to time may become party hereto as contemplated herein (individually, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors” and, together with the Parent and the Borrower, the “Obligors”); and General Electric Capital Corporation, a Delaware corporation, as collateral agent (in such capacity, together with its successors in such capacity, the “Collateral Agent”) for the Secured Parties (as defined in the Second Lien Credit Agreement referred to below).
FORM OF ITC^DELTACOM, INC. EXECUTIVE STOCK INCENTIVE PLAN COMMON STOCK UNIT AGREEMENTCommon Stock Unit Agreement • March 24th, 2006 • Itc Deltacom Inc • Telephone communications (no radiotelephone)
ITC^DeltaCom, Inc., a Delaware corporation (the “Company”), hereby grants stock units relating to shares of its common stock, $.01 par value (the “Stock”), to the individual named below as the Holder, subject to the vesting conditions referred to in the attachment. Additional terms and conditions of the grant are set forth in this cover sheet, in the attachment, in the individual’s employment agreement, dated as of , 2005 and as amended as of December 20, 2005 (as further amended from time to time, the “Employment Agreement”), and in the ITC^DeltaCom, Inc. Executive Stock Incentive Plan (the “Plan”).
FORM OF ITC^DELTACOM, INC. EXECUTIVE STOCK INCENTIVE PLAN SERIES B PREFERRED STOCK UNIT AGREEMENTSeries B Preferred Stock Unit Agreement • March 24th, 2006 • Itc Deltacom Inc • Telephone communications (no radiotelephone) • Delaware
ITC^DeltaCom, Inc., a Delaware corporation (the “Company”), hereby grants stock units relating to shares of its 8% Series B convertible redeemable preferred stock, $.01 par value (the “Stock”), to the individual named below as the Holder, subject to the vesting conditions referred to in the attachment. Additional terms and conditions of the grant are set forth in this cover sheet, in the attachment, in the individual’s employment agreement, dated as of , 2005 and as amended as of December 20, 2005 (as further amended from time to time, the “Employment Agreement”), and in the ITC^DeltaCom, Inc. Executive Stock Incentive Plan (the “Plan”).
