0001193125-07-068763 Sample Contracts

AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 29th, 2007 • Itc Deltacom Inc • Telephone communications (no radiotelephone) • New York

This AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT (this “Amendment No. 1”), dated as of October 27, 2006 (the “Execution Date”), to the Securities Purchase Agreement, dated as of July 26, 2005, among ITC^DeltaCom, Inc., a Delaware corporation (the “Parent”), Interstate FiberNet, Inc., a Delaware corporation (the “Issuer”), each of the Subsidiary Guarantors identified on the signature pages hereto, Tennenbaum Capital Partners, LLC, a Delaware limited liability company, as agent (the “Agent”), and TCP Agency Services, LLC, a Delaware limited liability company, as collateral agent (the “Collateral Agent” and together with the Agent, the “Agents”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Securities Purchase Agreement (as defined below).

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AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT
Note Purchase Agreement • March 29th, 2007 • Itc Deltacom Inc • Telephone communications (no radiotelephone) • New York

This AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT (this “Amendment No. 1”), dated as of October 27, 2006 (the “Execution Date”), to the Note Purchase Agreement, dated as of July 26, 2005, among ITC^DeltaCom, Inc., a Delaware corporation (the “Parent”), Interstate FiberNet, Inc., a Delaware corporation (the “Issuer”), each of the Subsidiary Guarantors identified on the signature pages hereto, each of the New Note Purchasers identified on the signature pages hereto (each, a “New Note Purchaser” and collectively, the “New Note Purchasers”), Tennenbaum Capital Partners, LLC, a Delaware limited liability company, as agent (the “Agent”), and TCP Agency Services, LLC, a Delaware limited liability company, as collateral agent (the “Collateral Agent” and together with the Agent, the “Agents”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Note Purchase Agreement (as defined below).

Interconnection Agreement Between BellSouth Telecommunications, Inc. and DeltaCom, Inc.
Agreement • March 29th, 2007 • Itc Deltacom Inc • Telephone communications (no radiotelephone) • Georgia

THIS AGREEMENT is made by and between BellSouth Telecommunications, Inc., (“BellSouth”), a Georgia corporation, and DeltaCom, Inc. (“DeltaCom”), an Alabama corporation, and shall be deemed effective on the Effective Date, as defined herein. This agreement may refer to either BellSouth or DeltaCom or both as a “Party” or “Parties.”

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