EXHIBIT 2.4
STOCK ASSIGNMENT AND CONTRIBUTION AGREEMENT
This STOCK ASSIGNMENT AND CONTRIBUTION AGREEMENT (this "AGREEMENT") is made
and entered into as of July 25, 1997 by and between; ITC/\DELTACOM, INC., a
Delaware corporation ("ITC/\"); INTERSTATE FIBERNET, INC., a Delaware
corporation formerly known as ITC Transmission Systems, Inc. ("IFN"); Gulf
States Transmission Systems, Inc., a Delaware corporation ("GSTS"); and
DeltaCom, Inc., an Alabama corporation ("DeltaCom") (collectively, the
"Companies").
WHEREAS, each of the Companies is party to that certain Placement Agreement
dated May 29, 1997 (the "PLACEMENT AGREEMENT"), pursuant to which ITC/\ issued
and sold to the Placement Agents (as defined in the Placement Agreement)
$200,000,000 in aggregate principal amount of 11% Senior Notes due 2007 (the
"NOTES"); and
WHEREAS, ITC/\ and United States Trust Company of New York (the "TRUSTEE")
have entered into that certain Indenture dated June 3, 1997 (as amended,
restated, supplemented or otherwise modified from time to time, the
"INDENTURE"), pursuant to which ITC/\ issued the Notes on June 3, 1997;
WHEREAS, on June 3, 1997 pursuant to the Placement Agreement and the
Indenture, ITC/\ caused to be deposited with the Trustee proceeds from the sale
of the Notes in the amount of $194 million (the "FUNDS");
WHEREAS, pursuant to, and in accordance with the provisions of, that
certain Pledge and Security Agreement dated as of June 3, 1997 (the "PLEDGE
AGREEMENT") the Trustee invested the Funds in the Collateral (as more fully
described in the Pledge Agreement), which has been held by the Trustee for the
benefit of the Holders of the Notes to secure ITC/\'s obligation to (i)
provide for payment in full of the first six scheduled interest payments due on
the Notes, (ii) secure repayment of the principal, premium and interest on the
Notes in the event that the Notes become due and payable prior to such time as
the first six scheduled interest payments thereon shall have been paid in full
and (iii) redeem all of the Notes in the event that the Reorganization (as
defined in the Indenture) were not consummated by September 15, 1997;
WHEREAS, consummation of the Reorganization is a condition precedent to
disbursement by the Trustee pursuant to Section 7(c) of the Pledge Agreement of
certain Funds and/or Cash Equivalents to, or as directed by, ITC/\;
WHEREAS, the Board of Directors of ITC/\ has, by resolutions duly adopted,
approved and authorized all actions necessary or appropriate, in the judgment of
officers of the Corporation, to consummate the Reorganization;
WHEREAS, as part of the Reorganization, ITC Holding Company, Inc., the sole
stockholder of ITC/\, transferred and assigned to ITC/\ all of the issued and
outstanding capital stock of each of IFN, GSTS and DeltaCom; and
WHEREAS, also as part of the Reorganization, the officers of ITC/\
have determined that it is in the best interests of ITC/\ to assign and
contribute to IFN all of the shares of capital stock of each of GSTS and
DeltaCom owned by ITC/\;
NOW, THEREFORE, in consideration of the mutual promises set forth herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereby agree as follows:
1. Defined Terms. Unless otherwise specified or defined herein,
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capitalized terms used herein shall have the meanings ascribed to them in the
Pledge Agreement.
2. Assignment and Acceptance. Effective as of the date hereof, ITC/\
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hereby transfers and assigns to IFN, and IFN hereby accepts, all of ITC/\'s
ownership interests in GSTS and DeltaCom, consisting of the following:
(i) all of the outstanding capital stock of GSTS, consisting of 1,000
shares of common stock, par value $.01 per share, all of which shares are duly
authorized, validly issued, fully paid and nonassessable; and
(ii) all of the outstanding capital stock of DeltaCom, consisting of 80,000
shares of common stock, par value $.01 per share, all of which shares are duly
authorized, validly issued, fully paid and nonassessable.
3. Further Agreements. ITC/\ and IFN hereby direct, and each of
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GSTS or DeltaCom, as the case may be, hereby agree (in each case subject to
their respective bylaws and certificates of incorporation and applicable law)
(i) to take all actions necessary or appropriate to reflect in their official
corporate and stock records the assignment and transfer of stock effected by
this Agreement; (ii) to cancel any stock certificates issued and outstanding in
the name of ITC/\; and (iii) to issue such stock certificates as may be
requested by IFN to evidence IFN's record ownership of such stock.
4. Effectiveness of Agreement. The time of effectiveness of this
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Agreement shall be concurrent with the effectiveness of the First Union Release.
5. Section Headings. Section headings contained in this Agreement are
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inserted for convenience of reference only, shall not be deemed to be a part of
this Agreement for any purpose, and shall not in any way define or affect the
meaning, construction or scope of any of the provisions hereof.
6. Governing Law. This Agreement, the rights and obligations of the
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parties hereto, and any claims or disputes relating thereto, shall be governed
by
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and construed in accordance with the laws of the State of Delaware (but not
including the choice of law rules thereof).
7. Counterparts. To facilitate execution, this Agreement may be executed
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in as many counterparts as may be required. It shall not be necessary that the
signatures of, or on behalf of, each party, or that the signatures of all
persons required to bind any party, appear on each counterpart, but it shall be
sufficient that the signature of, or on behalf of, each party, or that the
signatures of the persons required to bind any party, appear on one or more of
the counterparts. All counterparts shall collectively constitute a single
agreement. It shall not be necessary in making proof of this Agreement to
produce or account for more than a number of counterparts containing the
respective signatures of, or on behalf of, all of the parties.
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IN WITNESS WHEREOF, each party has executed this Stock Assignment and
Contribution Agreement by its duly authorized representative as of the date
first above written.
ITC/\DELTACOM, INC., a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxx
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Its: Chief Executive Officer
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INTERSTATE FIBERNET, INC., a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxx
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Its: Chief Executive Officer and President
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GULF STATES TRANSMISSION SYSTEMS, INC., a Delaware
corporation
By: /s/ Xxxxxx X. Xxxxxx
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Its: Chief Executive Officer and President
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DELTACOM, INC., an Alabama corporation
By: /s/ Xxxxxx X. Xxxxxx
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Its: Chief Executive Officer
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