Exhibit 10.80.1
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SECURITY AGREEMENT
Between
INTERSTATE FIBERNET, INC.
as Debtor
and
NATIONSBANK OF TEXAS, N.A.
as Administrative Lender
September 17, 1997
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SECURITY AGREEMENT
SECURITY AGREEMENT (as amended, restated, or otherwise modified from time
to time, this "Agreement"), dated as of September 17, 1997, made by Interstate
FiberNet, Inc. ("Debtor"), in favor of NationsBank of Texas, N.A., as
Administrative Lender ("Administrative Lender"), and each other lender a party
to the Credit Agreement described below (singly, a "Secured Party" and
collectively, the "Secured Parties").
BACKGROUND:
Administrative Lender, Secured Parties and Debtor have entered into the
Credit Agreement dated as of September 17, 1997 (as the same may be
supplemented, amended and modified from time to time, being the "Credit
Agreement"). It is the intention of the parties hereto that this Agreement
create a first priority security interest securing the payment of the
obligations set forth in Section 1.02. It is a condition precedent to the
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effectiveness of the Credit Agreement that Debtor shall have executed and
delivered this Agreement.
AGREEMENT.
NOW, THEREFORE, in consideration of the premises set forth herein and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, and in order to induce Secured Parties to make the Advances
under the Credit Agreement, Debtor hereby agrees with Administrative Lender for
its benefit and the Ratable benefit of Secured Parties as follows:
ARTICLE ▇. ▇▇▇▇▇
1.01. Assignment and Grant of Security. Debtor hereby assigns and pledges
to Administrative Lender and the Secured Parties for its benefit and the benefit
of Secured Parties and hereby grants to Administrative Lender and the Secured
Parties for its benefit and the benefit of Secured Parties a security interest
in, the entire right, title and interest of Debtor, in and to all assets of
Debtor, whether now owned or hereafter acquired, including but not limited to
the following ("Collateral"):
(a) all equipment in all of its forms, wherever located, now or
hereafter existing, all parts thereof and all accessions thereto, including but
not limited to machinery, satellite receivers, antennas, headend electronics,
furniture, motor vehicles, aircraft and rolling stock (any and all such
equipment, parts and accessions being the "Equipment");
(b) all inventory in all of its forms, wherever located, now or
hereafter existing,
including, but not limited to, (i) all raw materials and work in process
therefor, finished goods thereof, and materials used or consumed in the
manufacture or production thereof, (ii) goods in which Debtor has an interest in
mass or a joint or other interest or right of any kind (including, without
limitation, goods in which Debtor has an interest or right as consignee), and
(iii) goods which are returned to or repossessed by Debtor, and all accessions
thereto and products thereof and documents therefor (any and all such inventory,
accessions, products and documents being the "Inventory");
(c) all accounts, accounts receivable, contract rights described on
Schedule 6 hereto, chattel paper, documents, instruments, deposit accounts,
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general intangibles, tax refunds and other obligations of any kind owing to
Debtor, now or hereafter existing, whether or not arising out of or in
connection with the sale or lease of goods or the rendering of services, and all
rights now or hereafter existing in and to all security agreements, leases,
subleases, and other contracts securing or otherwise relating to any such
accounts, contract rights, chattel paper, documents, instruments, deposit
accounts, general intangibles or obligations (any and all such accounts,
contract rights, chattel paper, documents, instruments, deposit accounts,
general intangibles and obligations including those described in Section 1.01(e)
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herein being the "Receivables");
(d) all other general intangibles, whether now existing or hereafter
arising and wherever arising, including, but not limited to, all (i)
partnership, corporate, and other interests in and to any Person, (ii) permits,
licenses, consents, contract rights described on Schedule 6 hereto, franchises,
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documents, certificates, records, customer lists, customer and supplier
contracts, easements, variances, certifications and approvals of Tribunals,
bills of lading (negotiable and non-negotiable), warehouse receipts, any claim
of Debtor against any Secured Party, liquidated or unliquidated, and other
rights, privileges and goodwill obtained or used in connection with any property
described in this Section 1.01, and (iii) tax refunds and other refunds or
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rights to receive payment from U. S. federal, state or local governments or
foreign governments or other Tribunal;
(e) other than the Interest Reserve Escrow Account, all bank accounts,
deposit accounts, and margin accounts, maintained by Debtor with financial
institutions, brokers, dealers, and all other persons or entities relating to
commodities and/or securities, including all funds held therein and all
certificates and instruments, if any, from time to time representing or
evidencing such accounts;
(f) to the extent it is possible to create a security interest or
perfect a security interest in such Collateral by filing a UCC-1 financing
statement centrally, or in the case of dual filing states, centrally and at the
county level, as applicable, in the states of Georgia, Florida, Alabama,
Mississippi, Louisiana, Texas, North Carolina and South Carolina, all of
Debtor's fixtures now existing or hereafter acquired, all substitutes and
replacements therefor, all accessions and attachments thereto, and all tools,
parts and equipment now or hereafter added to or used in connection with the
fixtures on or above all real property now owned or hereafter acquired by Debtor
("Fixtures"); and
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(g) all substitutes and replacements for, accessions, attachments and
other additions to, tools, parts, and equipment used in connection with, and all
proceeds, products, and increases of, any and all of the foregoing Collateral
(including, without limitation, proceeds which constitute property of the types
described in this Section 1.01); interest, premium, and principal payments,
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redemption proceeds and subscription rights, and shares or other proceeds of
conversions or splits of any securities in Collateral, and returned or
repossessed Collateral; and, to the extent not otherwise included, all (i)
payments under insurance, or any indemnity, warranty or guaranty, payable by
reason of loss or damage to or otherwise with respect to any of the foregoing
Collateral, (ii) cash and (iii) security for the payment of any of the
Collateral, and all goods which gave or will give rise to any of the Collateral
or are evidenced, identified, or represented therein or thereby. Notwithstanding
any of the foregoing, "Collateral" shall not include the Interest Reserve Escrow
Account.
1.02. Security for Obligations. This Agreement creates a first priority
security interest, securing the payment and performance of any and all
obligations now or hereafter existing of Debtor, each Subsidiary and any other
Person (other than Administrative Lender or any Secured Party) under the Credit
Agreement and Loan Papers, including any extensions, modifications,
substitutions, amendments and renewals thereof, whether for principal, interest,
fees, expenses, indemnification or otherwise (all such obligations of Debtor,
each Subsidiary and each other Person being the "Obligations"). Without
limiting the generality of the foregoing, this Agreement secures the payment of
all amounts which constitute part of the Obligations and would be owed by
Debtor, each Subsidiary or any other Person (other than Administrative Lender or
any Secured Party) to Administrative Lender or any Secured Party under any Loan
Paper, but for the fact that they are unenforceable or not allowable due to the
existence of a bankruptcy, reorganization or similar proceeding under any Debtor
Relief Law involving Debtor, any Subsidiary or any other Person (including all
such amounts which would become due or would be secured but for the filing of
any petition in bankruptcy, or the commencement of any insolvency,
reorganization or like proceeding of Debtor, any Subsidiary or any other Person
under any Debtor Relief Law).
1.03. Debtor Remains Liable. Anything herein to the contrary
notwithstanding, (a) Debtor shall remain liable under the contracts and
agreements included in the Collateral to the extent set forth therein to perform
all of its duties and obligations thereunder to the same extent as if this
Agreement had not been executed, (b) the exercise by Administrative Lender or
any Secured Party of any of the Rights hereunder shall not release Debtor from
any of its duties or obligations under the contracts and agreements included in
the Collateral, and (c) neither Administrative Lender nor any Secured Party
shall have any obligation or liability under the contracts and agreements
included in the Collateral by reason of this Agreement, nor shall Administrative
Lender or any Secured Party be obligated to perform any of the obligations or
duties of Debtor thereunder or to take any action to collect or enforce any
claim for payment assigned hereunder.
1.04. Agreement With Respect to Collateral. Debtor and Administrative
Lender, on behalf of itself and each of the Lenders party to the Credit
Agreement, agree that to the extent
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that any of the Collateral may be deemed to be a Fixture as opposed to
Equipment, Inventory or any other form of Collateral that may be perfected by
the filing of a UCC financing statement, it is the intention of each of these
parties that such Collateral be deemed to be Equipment, Inventory or any other
form of Collateral that may be perfected by the filing of a UCC financing
statement and such Collateral not be deemed to be a Fixture.
ARTICLE II. REPRESENTATIONS AND WARRANTIES
2.01. Representations and Warranties. Debtor represents and warrants,
with respect to itself and the Collateral, as follows:
(a) All of the Equipment and Inventory pledged by Debtor hereunder is
located at the places specified on Schedule 1 hereto (as supplemented from time
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to time by Debtor by written notice to Administrative Lender) or in transit to a
place specified on Schedule 1 hereto (as supplemented from time to time by
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Debtor by written notice to Administrative Lender) or in transit (i) for sale to
a third-party purchaser that upon such sale will become the obligor under a
Receivable or (ii) in the ordinary course of Debtor's business. The chief place
of business and chief executive office of Debtor and the office where Debtor
keeps all of its records concerning the Receivables, are located at ▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. All chattel paper, promissory notes or
other instruments evidencing the Receivables have been delivered and pledged to
Administrative Lender duly endorsed and accompanied by such duly executed
instruments of transfer or assignment as are necessary for such pledge, to be
held as pledged collateral.
(b) Debtor is the legal and beneficial owner of, or has valid leasehold
title to, the Collateral pledged by it free and clear of any Lien, security
interest, option or other charge or encumbrance except for the security interest
created by this Agreement (other than Permitted Liens). No effective financing
statement or other similar document used to perfect and preserve a security
interest under the Laws of any jurisdiction covering all or any part of the
Collateral is on file in any recording office, except such as may have been
filed (i) in respect of Permitted Liens and (ii) in favor of Administrative
Lender relating to this Agreement. As of the date hereof, Debtor has the trade
names set forth on Schedule 2 hereto (and no others). Debtor (including any
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corporate or partnership predecessor) has not existed or operated under any name
other than Interstate FiberNet, Inc. or as stated on Schedule 2 since the later
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of (i) September 17, 1987 or (ii) the date of Debtor's incorporation.
(c) Debtor has possession and/or control of the Equipment and Inventory
pledged by it hereunder.
(d) This Agreement and the pledge of the Collateral pursuant hereto
creates a valid first priority security interest in the Collateral (other than
deposit accounts in financial institutions which are not Administrative Lender
or a Secured Party and Permitted Liens), securing the payment of the Obligations
which upon filings and other necessary actions to perfect such security interest
will create a perfected, first priority security interest in such collateral, to
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the extent that such security interest can be perfected by filing a UCC
financing statement.
(e) Except as described on Schedule 3 hereto, no consent of any other
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Person and no authorization, approval or other action by, and no notice to or
filing with, any Tribunal is required (i) for the pledge by Debtor of the
Collateral pledged by it hereunder, for the grant by Debtor of the security
interest granted hereby or for the execution, delivery or performance of this
Agreement by Debtor, (ii) for maintenance of the pledge, assignment and security
interest created hereby or for the perfection of the pledge, assignment and
security interest created hereby by filing a UCC-1 financing statement
centrally, or in the case of dual filing states, centrally and at the county
level, as applicable, in the states of Georgia, Florida, Alabama, Mississippi,
Louisiana, Texas, North Carolina and South Carolina (including the first
priority nature of such pledge, assignment and security interest except for
Permitted Liens) or (iii) except as otherwise provided by law, for the exercise
by Administrative Lender of the Rights provided for in this Agreement or the
remedies in respect of the Collateral pursuant to this Agreement, except for
consents, authorizations, filings, notices, actions and approvals by or with the
FCC or any applicable PUC ("FCC and PUC Consents").
(f) Debtor possesses all licenses and permits, including but not limited
to all applicable certificates of occupancy, licenses and permits and all health
and sanitation permits, required for the operations of its business. Schedule 4
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hereto is a complete and correct description of all of such licenses and
permits.
(g) Schedule 5 hereto, other than with respect to the Interest Reserve
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Escrow Account, is a complete and correct list of all deposit accounts (demand,
time, special or other) maintained by or in which Debtor has an interest and
correctly describes the financial institution in which such account is
maintained (including the specific branch), the address and ABA number of such
institution, the officer of such institution having primary responsibility for
Debtor's accounts, the account number and type (as supplemented from time to
time by Debtor by written notice to Administrative Lender).
ARTICLE III. COVENANTS
3.01. Further Assurances. (a) Debtor agrees that with respect to any
contract right constituting Collateral under this Agreement and with respect to
the leasehold mortgages in Arab, Alabama and Columbia, South Carolina, Debtor
will use its best efforts to obtain the necessary consent to or waiver of such
restriction from any Person so as to enable Debtor to effectively grant to
Secured Party such security interest under this Agreement.
(b) Debtor agrees that from time to time, at the expense of Debtor,
Debtor will promptly execute and deliver all further instruments and documents,
and take all further action, that may be necessary or desirable, or that
Administrative Lender may reasonably request, in order to perfect and protect
any pledge, assignment or security interest granted or purported to be granted
hereby in the states of Georgia, Florida, Alabama, Mississippi, Louisiana,
Texas, North Carolina and South Carolina, and in such other Collateral as
outlined in Section 2.16(b)
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of the Credit Agreement, and the priority thereof, or to enable Administrative
Lender to exercise and enforce its rights and remedies hereunder with respect to
any Collateral. Without limiting the generality of the foregoing, upon written
request by Administrative Lender, Debtor will: (i) ▇▇▇▇ conspicuously each
chattel paper included in Receivables, and, at the request of Administrative
Lender, each of its records pertaining to the Collateral with the following
legend:
THIS INSTRUMENT IS SUBJECT TO A SECURITY INTEREST AND LIEN PURSUANT TO A
SECURITY AGREEMENT DATED SEPTEMBER 17, 1997 (AS THE SAME MAY BE MODIFIED OR
RESTATED) MADE BY BORROWER, IN FAVOR OF NATIONSBANK OF TEXAS, N.A., AS
ADMINISTRATIVE LENDER
or such other legend, in form and substance satisfactory to and as specified by
Administrative Lender, indicating that such chattel paper or Collateral is
subject to the pledge, assignment and security interest granted hereby; (ii) if
any Collateral shall be evidenced by a promissory note or other instrument or be
chattel paper, deliver and pledge to Administrative Lender hereunder such note,
instrument or chattel paper duly endorsed and accompanied by duly executed
instruments of transfer or assignment, all in form and substance satisfactory to
Administrative Lender; and (iii) execute and file such financing or continuation
statements, or amendments thereto in the states of Georgia, Florida, Alabama,
Mississippi, Louisiana, Texas, North Carolina and South Carolina, and such other
instruments or notices, as may be necessary or desirable, or as Administrative
Lender may request, in order to perfect and preserve the pledge, assignment and
security interest granted or purported to be granted hereby.
(c) Debtor hereby authorizes Administrative Lender to file one or more
financing or continuation statements, and amendments thereto in the states of
Georgia, Florida, Alabama, Mississippi, Louisiana, Texas, North Carolina and
South Carolina, relating to all or any part of the Collateral without the
signature of Debtor where permitted by Law. A photocopy or other reproduction
of this Agreement or any financing statement covering the Collateral or any part
thereof shall be sufficient as a financing statement where permitted by Law.
(d) Debtor will furnish to Administrative Lender from time to time
statements and schedules (including Schedules to this Agreement) further
identifying and describing the Collateral and such other reports in connection
with the Collateral as Administrative Lender may reasonably request, all in
reasonable detail. Debtor will promptly furnish to Administrative Lender a copy
of each new or renewal, restatement or modification of any agreement included in
Collateral or otherwise described in Section 1.01 herein.
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(e) Other than with respect to the Interest Reserve Escrow Account,
Debtor shall not establish or maintain any deposit or similar bank account not
listed on Schedule 5 hereto unless Administrative Lender receives prior written
notice thereof, Debtor executes and delivers to Administrative Lender
assignments of such account in such form as Administrative Lender may request
and the financial institution in which such account will be maintained delivers
to Administrative Lender acknowledgments of the assignment of such account in
form and
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substance satisfactory to Administrative Lender.
(f) In addition to such other information as shall be specifically
provided for herein, Debtor, the Parent, and each of Debtor's Subsidiaries shall
permit such site visitations and inspections and furnish to Administrative
Lender such other information with respect to the Collateral as Administrative
Lender may reasonably request from time to time in connection with the
Collateral, or the protection, preservation, maintenance or enforcement of the
security interest or the Collateral as provided pursuant to the terms of the
Credit Agreement.
(g) Debtor shall not, and shall not permit the Parent, the Borrower or
any Subsidiary of the Debtor to, amend, waive or consent to any deviation from
any term or provision of any documentation or agreements relating to the Senior
Notes.
3.02. Equipment, Fixtures and Inventory.
(a) Debtor shall keep the Equipment, Fixtures and Inventory pledged by
it hereunder (other than Inventory sold in the ordinary course of business) at
the places therefor specified in Section 2.01(a) herein or, upon thirty days'
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prior written notice to Administrative Lender, at such other places in such
jurisdiction where all action required by Section 3.01 herein shall have been
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taken with respect to the Equipment and Inventory.
(b) Debtor shall, and shall cause the Parent, and each Subsidiary of the
Debtor to, maintain or cause to be maintained all their material Properties
necessary to the conduct of their business (whether owned or held under lease)
in reasonably good repair, working order and condition, taken as a whole, and
from time to time make or cause to be made all appropriate repairs, renewals,
replacements, additions, betterments and improvements thereto.
(c) The Debtor shall, and shall cause the Parent, and each Subsidiary of
the Debtor to, pay and discharge all Taxes, assessments and governmental charges
or levies imposed upon it or its income or Properties prior to the date on which
penalties attach thereto, and all lawful material claims for labor, materials
and supplies which, if unpaid, might become a Lien upon any of their Properties,
except those Taxes, assessments and charges contested by the Debtor diligently
in good faith, and for which adequate reserves have been established in
accordance with GAAP. The Debtor shall, and shall cause the Parent, and each
Subsidiary of the Debtor to, timely file all information returns required by
federal, state or local Tax authorities.
3.03. Insurance. Debtor shall, and shall cause the Parent, and each
Subsidiary of the Debtor to, maintain insurance from responsible companies in
such amounts and against such risks as shall be customary and usual in the
industry for companies of similar size and capability, but in no event less than
the amount and types insured as of the Closing Date; provided, however, the
Debtor, the Parent and each Subsidiary may self-insure its outside plant
physical facilities, consisting of the fiber optic cable network. Debtor shall
promptly furnish to Administrative Lender evidence of such insurance in form and
content satisfactory to Administrative Lender. If Debtor fails to perform or
observe any applicable covenants as to
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insurance on any of such Collateral, Administrative Lender may at its own option
obtain insurance on only Administrative Lender's interest in such Collateral,
any premium thereby paid by Administrative Lender to become part of the
Obligations, bear interest as provided in the Credit Agreement. In the event
Administrative Lender maintains such substitute insurance, the additional
premium for such insurance shall be due on demand and payable by Debtor to
Administrative Lender in accordance with any notice delivered to Debtor by
Administrative Lender. Debtor hereby grants Administrative Lender a security
interest in any refunds of unearned premiums in connection with any
cancellation, adjustment or termination of any policy of insurance required by
Administrative Lender and in all proceeds of such insurance and hereby appoints
Administrative Lender its attorney-in-fact to endorse any check or draft that
may be payable to Debtor in order to collect such refunds or proceeds. Any such
sums collected by Administrative Lender shall be credited, except to the extent
applied to the purchase by Administrative Lender of similar insurance, to any
amounts then owing on the Obligations in accordance with the Credit Agreement.
3.04. Place of Perfection; Records; Collection of Receivables, chattel
paper and Instruments.
(a) Debtor shall keep its chief place of business and chief executive
office and the office where it keeps its records concerning the Receivables, and
the originals of all chattel paper (until delivered to Administrative Lender),
at the location therefor specified in Section 2.01(a) herein or at such other
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location in the State of Georgia as Debtor shall have given written notice
thereof to Administrative Lender no later than thirty days prior to the moving
thereto. Debtor will hold and preserve such records and chattel paper and will
permit representatives of Administrative Lender to inspect and make abstracts
from and copies of such records and chattel paper as provided in the Credit
Agreement. Debtor shall deliver to Administrative Lender all Instruments to be
held by Administrative Lender as collateral.
(b) Except as otherwise provided in this Section 3.04(b), Debtor shall
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continue to collect, at its own expense, all amounts due or to become due Debtor
under the Receivables, chattel paper and Instruments. In connection with such
collections, Debtor may take (and, at Administrative Lender's direction, shall
take) such action as Debtor or Administrative Lender may deem reasonably
necessary or advisable to enforce collection of the Receivables, chattel paper
and Instruments; provided, however, that Administrative Lender shall have the
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right (upon an Event of Default which is continuing) (without notice to Debtor)
to notify the account debtors or obligors under any Receivables, chattel paper
and Instruments of the assignment of such Receivables, chattel paper and
Instruments to Administrative Lender and to direct such account debtors or
obligors to make payment of all amounts due or to become due to Debtor
thereunder directly to Administrative Lender and, at the expense of Debtor, to
enforce collection of any such Receivables, chattel paper and Instruments, and
to adjust, settle or compromise the amount or payment thereof, in the same
manner and to the same extent as Debtor might have done. Upon and after the
occurrence of a Default or Event of Default that is continuing, all amounts and
proceeds (including Instruments) received by Debtor in respect of the
Receivables, chattel paper and Instruments shall be received in trust for the
benefit of Administrative Lender
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hereunder, shall be segregated from other funds of Debtor and shall be forthwith
paid over to Administrative Lender in the same form as so received (with any
necessary indorsement) to be held as cash collateral and either (a) released to
Debtor so long as no Default or Event of Default shall have occurred and be
continuing or (b) if any Default or Event of Default shall have occurred and be
continuing, applied as provided herein. Debtor shall not adjust, settle or
compromise the amount or payment of any Receivable, chattel paper or Instrument,
release wholly or partly any account debtor or obligor thereof, or allow any
credit or discount thereon.
3.05. Transfers and Other Liens. Debtor shall not (a) sell, assign (by
operation of Law or otherwise) or otherwise dispose of, or grant any option with
respect to, any of the Collateral, except as permitted under the Credit
Agreement, or (b) create or permit to exist any Lien, security interest, option
or other charge or encumbrance upon or with respect to any of the Collateral,
except for the security interest under this Agreement (and except as provided
for in Section 8.03 of the Credit Agreement).
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3.06. Administrative Lender Appointed Attorney-in-Fact. Debtor hereby
irrevocably appoints Administrative Lender Debtor's attorney-in-fact, with full
authority in the place and stead of Debtor and in the name of Debtor or
otherwise to take any action and to execute any instrument which Administrative
Lender may deem necessary or advisable to accomplish the purposes of this
Agreement, including, without limitation (provided that the actions listed in
each clause below other than the obtainment and adjustment of insurance may only
be taken or exercised after the occurrence of an Event of Default which is
continuing):
(a) to obtain and adjust insurance required to be paid to Administrative
Lender pursuant to Section 3.03 herein,
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(b) to ask, demand, collect, ▇▇▇ for, recover, compromise, receive and
give acquittance and receipts for moneys due and to become due under or in
connection with the Collateral,
(c) to endorse and collect any drafts or other Instruments, documents
and chattel paper, and
(d) to file any claims or take any action or institute any proceedings
which Administrative Lender may deem necessary or desirable for the collection
of any of the Collateral or otherwise to enforce compliance with the terms and
conditions of any Collateral or the rights of Administrative Lender with respect
to any of the Collateral. UPON AND AFTER THE OCCURRENCE OF A DEFAULT OR EVENT
OF DEFAULT THAT IS CONTINUING, DEBTOR HEREBY IRREVOCABLY GRANTS TO
ADMINISTRATIVE LENDER DEBTOR'S PROXY (EXERCISABLE FROM AND AFTER THE OCCURRENCE
OF AN EVENT OF DEFAULT WHICH IS CONTINUING) TO VOTE ANY SECURITIES COLLATERAL
AND APPOINTS ADMINISTRATIVE LENDER DEBTOR'S ATTORNEY-IN-FACT TO PERFORM ALL
OBLIGATIONS OF DEBTOR UNDER THIS AGREEMENT AND TO EXERCISE ALL OF ADMINISTRATIVE
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LENDER'S RIGHTS HEREUNDER. THE PROXY AND POWER OF ATTORNEY HEREIN GRANTED, AND
EACH STOCK POWER AND SIMILAR POWER NOW OR THEREAFTER GRANTED (INCLUDING ANY
EVIDENCED BY A SEPARATE WRITING), ARE COUPLED WITH AN INTEREST AND ARE
IRREVOCABLE PRIOR TO FINAL PAYMENT IN FULL OF THE OBLIGATIONS.
ARTICLE IV. RIGHTS AND POWERS OF ADMINISTRATIVE LENDER
4.01. Administrative Lender May Perform. If Debtor fails to perform any
agreement contained herein, Administrative Lender may itself perform, or cause
performance of, such agreement, and the expenses of Administrative Lender
incurred in connection therewith shall be payable by Debtor under Section 4.05
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herein.
4.02. Administrative Lender's Duties. The powers conferred on
Administrative Lender hereunder are solely to protect its interest in the
Collateral and shall not impose any duty upon it or any Secured Party to
exercise any such powers. Except for the safe custody of any Collateral in its
possession and the accounting for moneys actually received by it hereunder,
Administrative Lender shall have no duty as to any Collateral, as to
ascertaining or taking action with respect to calls, conversions, exchanges,
maturities, tenders or other matters relative to any Collateral, whether or not
Administrative Lender has or is deemed to have knowledge of such matters, or as
to the taking of any necessary steps to preserve rights against prior parties or
any other rights pertaining to any reasonable care in the custody and
preservation of any Collateral in its possession if such Collateral is accorded
treatment substantially equal to that which Administrative Lender accords its
own property. Except as provided in this Section 4.02, Administrative Lender
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shall not have any duty or liability to protect or preserve any Collateral or to
preserve rights pertaining thereto. Nothing contained in this Agreement shall
be construed as requiring or obligating Administrative Lender, and
Administrative Lender shall not be required or obligated, to (a) present or file
any claim or notice or take any action, with respect to any Collateral or in
connection therewith or (b) notify Debtor of any decline in the value of any
Collateral.
4.03. Remedies. If any Event of Default shall have occurred and be
continuing:
(a) Administrative Lender may exercise in respect of the Collateral, in
addition to other rights and remedies provided for herein or otherwise available
to it, all the rights and remedies of a secured party on default under the
Uniform Commercial Code in effect in the state in which the Collateral is
located at that time (the "UCC") (whether or not the Uniform Commercial Code
applies to the affected Collateral), and also may (i) require Debtor to, and
Debtor hereby agrees that it will at its expense and upon request of
Administrative Lender forthwith, assemble all or part of the Collateral as
directed by Administrative Lender and make it available to Administrative Lender
at a place to be designated by Administrative Lender which is reasonably
convenient to both parties or (ii) without notice, except as specified below,
sell the Collateral or any portion thereof in one or more parcels at public or
private sale, at any of
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Administrative Lender's offices or elsewhere, for cash, on credit or for future
delivery, and upon such other terms as Administrative Lender may deem
commercially reasonable. Debtor agrees that, to the extent notice of sale shall
be required by Law, ten days' notice to Debtor of the time and place of any
public sale or the time after which any private sale is to be made shall
constitute reasonable notification. Administrative Lender shall not be
obligated to make any sale of Collateral regardless of notice of sale having
been given. Administrative Lender may adjourn any public or private sale from
time to time by announcement at the time and place fixed therefor, and such sale
may, without further notice, be made at the time and place to which it was so
adjourned.
(b) All cash proceeds received by Administrative Lender upon any sale
of, collection of, or other realization upon, all or any part of the Collateral
shall be applied as follows:
First: To the payment of all out-of-pocket costs and expenses incurred in
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connection with the sale of, collection of or other realization upon
Collateral, including reasonable attorneys' fees and disbursements;
Second: To the payment of the Obligations as provided in the Credit
------
Agreement and in such order and in such manner consistent with applicable
Laws as Administrative Lender in its reasonable discretion shall decide
(with Debtor remaining liable for any deficiency); and
Third: To the extent of the balance (if any) of such proceeds, to the
-----
payment to Debtor or other Person legally entitled thereto.
(c) All payments received by Debtor under or in connection with any
Collateral shall be received in trust for the benefit of Administrative Lender,
shall be segregated from other funds of Debtor and shall be forthwith paid over
to Administrative Lender in the same form as so received (with any necessary
indorsement).
4.04. Indemnity and Expenses. (a) Debtor agrees to indemnify
Administrative Lender and each Secured Party from and against any and all
claims, losses and liabilities (including reasonable attorneys' fees) growing
out of or resulting from this Agreement (including, without limitation,
enforcement of this Agreement), expressly including such claims, losses or
liabilities arising out of mere negligence of Administrative Lender or any
Secured Party, except claims, losses or liabilities resulting from
Administrative Lender's or any Secured Party's gross negligence or willful
misconduct.
(b) Debtor will upon demand pay to Administrative Lender the amount of
any and all reasonable expenses, including the reasonable fees and expenses of
its counsel and of any experts and agents, which Administrative Lender may incur
in connection with (i) the administration of this Agreement, (ii) the custody,
preservation, use or operation of, or the sale of, collection from, or other
realization upon, any of the Collateral, (iii) the exercise or enforcement of
any of the Rights of Administrative Lender hereunder or (iv) the failure by
11
Debtor to perform or observe any of the provisions hereof. Any payments so made
shall be a part of the Obligation, shall be payable upon demand, and shall bear
interest as provided in Article II of the Credit Agreement.
----------
4.05. Further Approvals Required. In connection with the exercise by
Administrative Lender of its rights hereunder that effects the disposition of or
use of any Collateral, it may be necessary to obtain the prior consent or
approval of Tribunals and other Persons to a transfer or assignment of
Collateral, including, without limitation, the FCC and any applicable PUC. In
connection with the exercise by the Administrative Lender or any other Secured
Party of its rights hereunder relating to the disposition of or operation under
any license issued by the FCC or any applicable PUC, or any other
authorizations, agreements, permits, licenses and franchises constituting
property of the Debtor, it may be necessary to obtain the prior consent or
approval of the FCC or any applicable PUC, other governmental authority or other
Persons to the exercise of rights with respect to the Collateral. The Debtor
hereby agrees to execute, deliver and file, and hereby appoints (to the extent
permitted under applicable law) the Administrative Lender as its attorney upon
the occurrence and during the continuation of an Event of Default, to execute,
deliver and file on the Debtor's behalf and in the Debtor's name, all
applications, certificates, filings, instruments and other documents (including
without limitation any application for an assignment or transfer of control or
ownership) that may be necessary or appropriate, in the Administrative Lender's
opinion, to obtain such consents or approvals. The Debtor further agrees to use
its best efforts to obtain such consents or approvals upon and after the
occurrence of a Default or Event of Default that is continuing. The Debtor
acknowledges that there is no adequate remedy at law for failure by it to comply
with the provisions of this Section and that such failure would not be
adequately compensable in damages, and therefore agrees that this Section may be
specifically enforced.
ARTICLE V. MISCELLANEOUS
5.01. Cumulative Rights. All Rights of Administrative Lender and Secured
Parties under the Loan Papers are cumulative of each other and of every other
Right which Administrative Lender and Secured Parties may otherwise have at Law
or in equity or under any other contract or other writing for the enforcement of
the security interest herein or the collection of the Obligations. The exercise
of one or more Rights shall not prejudice or impair the concurrent or subsequent
exercise of other Rights.
5.02. Modifications; Amendments; Etc. No amendment or waiver of any
provision of this Agreement, and no consent to any departure by Debtor here
from, shall in any event be effective unless the same shall be in writing and
signed by Administrative Lender, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given.
5.03. Continuing Security Interest. This Agreement shall create a
continuing security interest in the Collateral and shall (a) remain in full
force and effect until the later of (i) the final payment in full of the
Obligations and all amounts payable under this Agreement and (ii) the
12
expiration or termination of the obligations of Secured Party to extend credit
to Debtor, (b) be binding upon Debtor, its successors and assigns, and (c) inure
to the benefit of, and be enforceable by, Administrative Lender and its
successors, transferees and assigns. Upon any such termination, Administrative
Lender will, at Debtor's expense, execute and deliver to Debtor such documents
as such Debtor shall reasonably request to evidence such termination.
5.04. GOVERNING LAW; WAIVER OF JURY TRIAL.
(a) THIS AGREEMENT AND ALL OTHER LOAN PAPERS SHALL BE DEEMED TO BE
CONTRACTS MADE IN DALLAS, TEXAS, AND SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND THE UNITED STATES OF AMERICA,
EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE SECURITY INTEREST
HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE
GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF TEXAS. WITHOUT
EXCLUDING ANY OTHER JURISDICTION AND NOT AS A LIMITATION OF SECTION 5.04, DEBTOR
------------
AGREES THAT THE STATE AND FEDERAL COURTS OF TEXAS LOCATED IN DALLAS, TEXAS, WILL
HAVE JURISDICTION OVER PROCEEDINGS IN CONNECTION HEREWITH. TO THE MAXIMUM
EXTENT PERMITTED BY LAW, DEBTOR AND ADMINISTRATIVE LENDER HEREBY WAIVE ANY RIGHT
THAT EITHER MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE (WHETHER A CLAIM IN TORT,
CONTRACT, EQUITY, OR OTHERWISE) ARISING UNDER OR RELATING TO THIS AGREEMENT, THE
OTHER LOAN PAPERS, OR ANY RELATED MATTERS, AND AGREE THAT ANY SUCH DISPUTE SHALL
BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.
(b) DEBTOR HEREBY WAIVES PERSONAL SERVICE OF ANY LEGAL PROCESS UPON IT.
DEBTOR AGREES THAT SERVICE OF PROCESS MAY BE MADE UPON IT BY REGISTERED MAIL
(RETURN RECEIPT REQUESTED) DIRECTED TO DEBTOR AT ITS ADDRESS DESIGNATED FOR
NOTICE UNDER THIS AGREEMENT AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED
FIVE DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL. NOTHING IN THIS SECTION 5.04
------------
SHALL AFFECT THE RIGHT OF ADMINISTRATIVE LENDER TO SERVE LEGAL PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW.
5.05. Administrative Lender's Right to Use Agents. Administrative Lender
may exercise its Rights under this Agreement through an agent or other designee.
5.06. No Interference, Compensation or Expense. Administrative Lender may
exercise its Rights under this Agreement (a) without resistance or interference
by Debtor and (b) without payment of any rent, license fee or compensation of
any kind to Debtor.
5.07. Waiver. Should any part of the Obligations be payable in
installments, the acceptance by Administrative Lender or any Secured Party at
any time and from time to time
13
of partial payment of the aggregate amount of all installments then matured
shall not be deemed as a waiver of any Event of Default then existing. No
waiver of any Event of Default shall be deemed to be a waiver of any other
subsequent Event of Default, nor shall any such waiver be deemed to be a
continuing waiver. No delay or omission by Administrative Lender or any Secured
Party in exercising any Right hereunder, or under any other Loan Papers, shall
impair any such Right or be construed as a waiver thereof or any acquiescence
therein, nor shall any single or partial exercise of any such Right preclude
other or further exercise thereof, or the exercise of any other Right of
Administrative Lender or any Secured Party hereunder or under such other
agreements.
5.08. Waivers by Debtor. Subject to the terms of the Credit Agreement,
Debtor waives notice of the creation, advance, increase, existence, extension,
or renewal of, or of any indulgence with respect to, the Obligations; waives
presentment, demand, notice of dishonor, and protest; and waives notice of the
amount of the Obligations outstanding at any time, notice of any change in
financial condition of any Subsidiary. Debtor waives (a) any claim that, as to
any part of the Collateral, a public sale, should Administrative Lender elect so
to proceed, is, in and of itself, not a commercially reasonable method of sale
for such Collateral, (b) except as otherwise provided in this Agreement, TO THE
EXTENT PERMITTED BY APPLICABLE LAW, NOTICE OR JUDICIAL HEARING IN CONNECTION
WITH ADMINISTRATIVE LENDER'S DISPOSITION OF ANY OF THE COLLATERAL INCLUDING ANY
AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY
SUCH RIGHT THAT DEBTOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY
STATUTE OF THE UNITED STATES OR OF ANY STATE, AND ALL OTHER REQUIREMENTS AS TO
THE TIME, PLACE AND TERMS OF SALE OR OTHER REQUIREMENTS WITH RESPECT TO THE
ENFORCEMENT OF ADMINISTRATIVE LENDER'S RIGHTS HEREUNDER and (c) all rights of
redemption, appraisal or valuation.
5.09. Other Parties and Other Collateral. No renewal, increase, or
extension of or any other indulgence with respect to, the Obligations or any
part thereof, no release, exchange, or taking of any security, no release of any
Person (including any Subsidiary, maker, endorser, guarantor, or surety) liable
on the Obligations, no delay in enforcement of payment, no delay or omission or
lack of diligence or care in exercising any Right or power with respect to the
Obligations or any security therefor or guaranty thereof or under this
Agreement, and no other circumstance or event which might constitute a defense
available to or discharge of Debtor, any Subsidiary or any other Person, shall
in any manner impair or affect the Rights of Administrative Lender or any
Secured Party hereunder, under any other Loan Papers, at Law, or in equity.
Neither Administrative Lender nor any Secured Party need file suit or assert a
claim for personal judgment against any Person for any part of the Obligations
or seek to realize upon any other security for the Obligations, before
foreclosing upon the Collateral for the purpose of paying the Obligations.
Debtor waives any Right to the benefit of or to require or control application
of any other security or proceeds thereof, and agrees that neither
Administrative Lender nor any Secured Party shall have any duty or obligation to
Debtor to apply any such other security or proceeds thereof to the Obligations.
Debtor hereby waives all
14
rights by which it might be entitled to require suit on an accrued right of
action in respect of any of the Obligations or require suit against Debtor, any
Subsidiary or others, whether arising pursuant to Section 34.02 of the Texas
Business and Commerce Code, as amended, Section 17.001 of the Texas Civil
Practice and Remedies Code, as amended, or Rule 31 of the Texas Rules of Civil
Procedure, as amended, or otherwise.
5.10. Notices and Deliveries.
(a) Manner of Delivery. All notices, communications and materials to be
given or delivered pursuant to this Agreement shall, except in those cases where
giving notice by telephone is expressly permitted, be given or delivered in
writing. All written notices, communications and materials shall be sent by
registered or certified mail, postage prepaid, return receipt requested, by
telecopier, or delivered by hand. In the event of a discrepancy between any
telephonic notice and any written confirmation thereof, such written
confirmation shall be deemed the effective notice except to the extent
Administrative Lender or Debtor has acted in reliance on such telephonic notice.
(b) Addresses. All notices, communications and materials to be given or
delivered pursuant to this Agreement shall be given or delivered at the
following respective addresses and telecopier and telephone numbers as provided
in the Credit Agreement or at such other address or, telecopier or telephone
number or to the attention of such other individual or department as the party
to which such information pertains may hereafter specify for the purpose in a
notice to the other specifically captioned "Notice of Change of Address".
(c) Effectiveness. Each notice, communication and any material to be
given or delivered to Administrative Lender or Debtor pursuant to this Agreement
shall be effective or deemed delivered or furnished (i) if sent by mail, on the
fifth day after such notice, communication or material is deposited in the mail,
addressed as above provided, (ii) if sent by telecopier, when such notice,
communication or material is transmitted to the appropriate number determined as
above provided in this Section 5.10 and the appropriate receipt is received or
------------
otherwise acknowledged, (iii) if sent by hand delivery or overnight courier,
when left at the address of the addressee addressed as above provided, and (iv)
if given by telephone, when communicated to the individual or any member of the
department specified as the individual or department to whose attention notices,
communications and materials are to be given or delivered except that notices of
a change of address, telecopier or telephone number or individual or department
to whose attention notices, communications and materials are to be given or
delivered shall not be effective until received.
5.11. Parties Bound. This Agreement shall be binding on Debtor and its
successors, assigns, and other legal representatives, and shall inure to the
benefit of Administrative Lender and Secured Parties, and their respective
successors and assigns; provided, however, that Debtor may not assign its Rights
-------- -------
or obligations hereunder without the prior written consent of Administrative
Lender. The Rights, powers, and interests held by Administrative Lender and
15
Secured Parties hereunder may be transferred or assigned, in whole or in part,
in accordance with the Credit Agreement.
5.12. Definitions. Unless otherwise defined in this Agreement, terms used
herein shall have the meanings set forth in the Credit Agreement. Unless the
context indicates otherwise or the terms are otherwise defined herein,
definitions in the Uniform Commercial Code apply to words and phrases in this
Agreement. "Debtor" and includes, without limitation, such Person, such
Person's heirs, successors and assigns, such Person as a debtor-in-possession,
and any receiver, trustee, liquidator, conservator, custodian, or similar party
appointed for such Person or all or substantially all of its assets under any
Law.
5.13. Severability. If any provision of any Loan Paper is held to be
illegal, invalid, or unenforceable under present or future Laws during the term
thereof, such provision shall be fully severable, the appropriate Loan Paper
shall be construed and enforced as if such illegal, invalid, or unenforceable
provision had never comprised a part thereof, and the remaining provisions
thereof shall remain in full force and effect and shall not be affected by the
illegal, invalid, or unenforceable provision or by its severance therefrom.
Furthermore, in lieu of such illegal, invalid, or unenforceable provision there
shall be added automatically as a part of such Loan Paper a legal, valid, and
enforceable provision as similar in terms to the illegal, invalid, or
unenforceable provision as may be possible.
5.14. Control. Notwithstanding anything herein to the contrary, this
Agreement and the transactions contemplated hereby do not and shall not
constitute, create, or have the effect of constituting or creating, directly or
indirectly, actual or practical ownership by Administrative Lender or any
Secured Party of Debtor or any issuer of the Collateral, or control, affirmative
or negative, direct or indirect, by Administrative Lender or any Secured Party
over the management or any aspect of the day-to-day operation of Debtor or any
such issuer, which control remains in Debtor, each such issuer, and their
respective boards of directors, partners and officers (as appropriate);
provided, however, that if Administrative Lender or any Secured Party becomes
-------- -------
the owner of any partnership interest, or other equity or ownership interest in
any Issuer whether through foreclosure or otherwise, it shall be entitled to
exercise such legal Rights as it may have by being an owner of such partnership
interest or other equity or ownership interest.
5.15. Loan Paper. This Agreement is a Loan Paper executed pursuant to the
Credit Agreement and shall (unless otherwise expressly indicated herein) be
construed, administered and applied in accordance with the terms and provisions
thereof.
5.16. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument.
5.17. ENTIRE AGREEMENT. THIS WRITTEN AGREEMENT, TOGETHER WITH THE OTHER
LOAN PAPERS, REPRESENT THE FINAL AGREEMENT
16
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
================================================================================
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
================================================================================
17
IN WITNESS WHEREOF, Debtor and Administrative Lender have caused this
Agreement to be duly executed and delivered as of the date first above written.
INTERSTATE FIBERNET, INC.
By:
----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President -- Chief
Financial Officer
NATIONSBANK OF TEXAS, N.A.,
as Administrative Lender
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
================================================================================
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
================================================================================
18
Security Agreement Between Interstate FiberNet, Inc., as Pledgor and
NationsBank of Texas, N.A., as Administrative Lender
Schedule 1 Locations of Equipment and Inventory
Offices and Other Sites
-----------------------
Alabama
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Street Address: ▇▇▇ ▇ ▇▇▇▇ ▇▇
▇▇▇▇: ▇▇▇▇ ▇▇▇▇▇/▇▇▇▇▇▇▇▇: AL Zip/Postal Code: 35016
Street Address: ▇▇▇ ▇ ▇▇▇▇ ▇▇, ▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇: ▇▇▇▇ ▇▇▇▇▇/▇▇▇▇▇▇▇▇: AL Zip/Postal Code: 35016
Street Address: ▇▇▇ ▇▇▇▇▇ ▇▇
▇▇▇▇: ▇▇▇▇▇▇ ▇▇▇▇▇/▇▇▇▇▇▇▇▇: AL Zip/Postal Code: 36830
Street Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇: Birmingham State/Province: AL Zip/Postal Code: 35209
Street Address: ▇▇▇ ▇▇▇▇▇▇ ▇▇▇. Storage Unit # 203
City: Birmingham State/Province: AL Zip/Postal Code: 35212
Street Address: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇: Birmingham State/Province: AL Zip/Postal Code: 35212
Street Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
City: Birmingham State/Province: AL Zip/Postal Code: 35291
Street Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇
City: Dothan State/Province: AL Zip/Postal Code: 36303
Street Address: ▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇
City: ▇▇▇▇▇▇▇▇ State/Province: AL Zip/Postal Code: 35630
Street Address: ▇▇▇▇ ▇▇▇▇▇ ▇▇
▇▇▇▇: Huntsville State/Province: AL Zip/Postal Code: 35805
Street Address: ▇▇▇ ▇▇▇▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
City: Huntsville State/Province: AL Zip/Postal Code: 35802
Street Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
City: Huntsville State/Province: AL Zip/Postal Code: 35802
Street Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
City: Huntsville State/Province: AL Zip/Postal Code: 35802
Street Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇
City: Huntsville State/Province: AL Zip/Postal Code: 35801
Street Address: ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇
City: Mobile State/Province: AL Zip/Postal Code: 36606
Street Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇: Montgomery State/Province: AL Zip/Postal Code: 36106
Street Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇: Montgomery State/Province: AL Zip/Postal Code: 36109
Street Address: ▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇
City: Oxford State/Province: AL Zip/Postal Code: 36203
Street Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇: Valley State/Province: AL Zip/Postal Code: 36854
Florida
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Street Address: P O Box 30480, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇-▇
City: Pensacola State/Province: FL Zip/Postal Code: 32503
Georgia
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Street Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
City: Marietta State/Province: GA Zip/Postal Code: 30067
Street Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇
▇▇▇▇: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇/▇▇▇▇▇▇▇▇: ▇▇ Zip/Postal Code: 30092
Street Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇/▇▇▇▇▇▇▇▇: ▇▇ Zip/Postal Code: 31833
Street Address: ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇/▇▇▇▇▇▇▇▇: GA Zip/Postal Code: 31833
Louisiana
---------
Street Address: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇: Baton Rouge State/Province: LA Zip/Postal Code: 70816
Street Address: ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇: Metairie State/Province: LA Zip/Postal Code: 70002
Mississippi
-----------
Street Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇: ▇▇▇▇▇▇▇ State/Province: MS Zip/Postal Code: 39225
North Carolina
--------------
Street Address: ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇: Charlotte State/Province: NC Zip/Postal Code: 28217
South Carolina
--------------
Street Address: Palmetto Center, ▇▇▇▇ ▇▇▇▇ ▇▇., ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇: Columbia State/Province: SC Zip/Postal Code: 29201
Street Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
City: Columbia State/Province: SC Zip/Postal Code: 29210-5824
Street Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇
City: Greenville State/Province: SC Zip/Postal Code: 29607
Texas
-----
Street Address: 1601 West Cotton
City: Longview State/Province: TX Zip/Postal Code: 75604
POP Sites
---------
City Address ZIP
---- ------- ---
Alabama
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Anniston ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ 36201
Arab ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇., 1424 ▇▇▇▇▇ Center 36830
Dothan ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ 36303
Dothan ▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ Power Co. Headquarters
Huntsville ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇
--------
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
Pine Bluff ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇
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Fort ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇.
Colo Room - First Floor
Ocala ▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇. 32803
▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ Building/Sprint United Office
Tampa ▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ Floor ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇
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Albany ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ 55 Marietta 30303
Augusta ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇
Columbus ▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇▇ 31908
LaGrange ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Building
Macon ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ Power Co. District Office
Rome ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ Power Building
Valdosta ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
---------
Baton Rouge ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ 1001 ▇▇▇▇▇▇,Suite 1800 ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------
Asheville ▇▇ ▇'▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ #CS-119A
Charlotte ▇▇▇ ▇ ▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ (▇▇▇▇▇▇) ▇▇▇▇▇
Durham ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------
Greenville ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ 29301
Security Agreement Between Interstate FiberNet, Inc., as Pledgor and
NationsBank of Texas, N.A., as Administrative Lender
Schedule 2 Trade Names
EASTERN TELECOM, INC.
INTERQUEST
INTERSTATE FIBERNET
INTERSTATE FIBERNET, INC.
ITC TRANSMISSION SYSTEMS, INC.
ITC TRANSMISSION SYSTEMS II, INC.
Security Agreement Between Interstate FiberNet, Inc., as Pledgor and
NationsBank of Texas, N.A., as Administrative Lender
Schedule 3 - Third Party Agreements, Waivers, and Consents
Assignments, waivers, and/or consents for the following agreements will be
provided on a best efforts basis after closing:
Fixed Fee Agreement for the Exchange of Use and Maintenance of Fiber Optic
Fibers with ALLTEL
Revised and Restated Fiber Optic Agreement with Southern Development and
Investment Group (The MPX Agreement)
Fiber Optic Facilities Agreement with Florida Power Corporation
Security Agreement Between Interstate FiberNet, Inc., as Pledgor and
NationsBank of Texas, N.A., as Administrative Lender
Schedule 4 - Licenses and Permits
---------------------------------
Section 214 blanket authority (I-T-C-93-279) (held in the name of Eastern
Telecom, Inc.) to operate as an international resale carrier for international
switched voice and data services.
Note: The Section 214 certification has yet to be transferred into the name of
Interstate FiberNet, Inc. after the merger of Interstate FiberNet, Inc. and
Eastern Telecom, Inc. While steps have been taken to correctly reflect the
merger on the Section 214 authority, this has not yet been completed.
Certificates of Public Convenience and Necessity - Long Distance Services
-------------------------------------------------------------------------
Alabama
Arkansas
Florida
Georgia
Kentucky
Louisiana
Mississippi
North Carolina
South Carolina
Texas
Virginia
NOTES:
1. We are in the process of filing tariffs noting the merger and the name
change to Interstate FiberNet, Inc. Some states noted above will have the
certificate in the name of Interstate FiberNet (the former partnership) or
Eastern Telecom, Inc. d/b/a InterQuest, no Interstate FiberNet, Inc.
2. We will also remove duplicate certificates in those states where Eastern
Telecom, Inc. and Interstate FiberNet partnership were both providing
telecommunications services such that Interstate FiberNet, Inc., will have one
certificate, not two. As part of this effort, we are in the process of
withdrawing Eastern Telecom, Inc.'s certificates from Maryland, New Jersey, and
Pennsylvania.
3. Interstate FiberNet, Inc. holds various State, County and City licenses to do
business for the certain offices from which it conducts business.
Security Agreement Between Interstate FiberNet, Inc., as Pledgor and
NationsBank of Texas, N.A., as Administrative Lender
Schedule 5 -- Bank Accounts
Interstate Fibernet Account Name Account Number Type of Account
------------------- -------------- ---------------- -----------------
Bank: Nations Bank ITC Transmissions Systems Inc. 01000702324 Payroll Account
Branch: West Point
Delivery Address: ▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
ABA #: ▇▇▇▇▇▇▇▇▇
Contact Person: ▇▇▇▇ ▇▇▇▇▇▇
Telephone : (▇▇▇) ▇▇▇-▇▇▇▇
Bank: First National Bank Interstate Fibernet 217-837 General Account
Branch: West Point
Delivery Address: West 10th Street Interstate Fibernet 708-173 Investment Account
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
ABA #: ▇▇▇▇▇▇▇▇▇
Contact Person: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Telephone : (▇▇▇) ▇▇▇-▇▇▇▇
Interquest Account Name Account Number Type of Account
---------- ------------ -------------- ---------------
Bank: First National Bank Eastern Telecom 218-585 General Account
Branch: West Point DBA Interquest
Delivery Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Eastern Telecom 708-272 Investment Account
ABA #: ▇▇▇▇▇▇▇▇▇ DBA Interquest
Contact Person: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Telephone : (▇▇▇) ▇▇▇-▇▇▇▇ Eastern Telecom 218-574 Payroll Account
DBA Interquest
Security Agreement Between Interstate Fibernet, Inc., as Pledgor and
NationsBank of Texas, N.A., as Administrative Lender
Schedule 6 -- Agreements Pledged as Collateral
Collateral assignments are made subject to receiving consent (where required)
after closing on a best-efforts basis:
Fixed Fee Agreement for the Exchange of Use and Maintenance of Fiber Optic
Fibers with ALLTEL.
Revised and Restated Fiber Optic Agreement with Southern Development and
Investment Group (The MPX Agreement)
Fiber Optic Facilities Agreement with Florida Power Corporation
* Fiber Optic Lease Agreement with Communications Systems Development, Inc.
* Fiber Systems Use Agreement with Lightwave Technologies, LLC
* Fiber Optic Lease Agreement with ▇▇▇▇▇ Electric Municipal Co-op
* Fiber Optic Lease Agreement with Georgia Transmission Company
* Fiber Optic Lease Agreement with Municipal Electric Authority of Georgia
* Fiber Optic Lease Agreement with the City of Tallahassee Power Authority
Note: Agreements designated with an asterisk(*) have not been executed as of the
closing date.
