0001193125-07-172050 Sample Contracts

SECOND LIEN CREDIT AGREEMENT dated as of July 31, 2007 among INTERSTATE FIBERNET, INC., ITC^DELTACOM, INC., THE LENDERS PARTY HERETO and CREDIT SUISSE, as Administrative Agent and Collateral Agent
Second Lien Credit Agreement • August 6th, 2007 • Itc Deltacom Inc • Telephone communications (no radiotelephone) • New York

SECOND LIEN CREDIT AGREEMENT dated as of July 31, 2007, among INTERSTATE FIBERNET, INC., a Delaware corporation (the “Borrower”), ITC^DELTACOM, INC., a Delaware corporation (“Holdings”), the Lenders (as defined in Article I), and CREDIT SUISSE, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders.

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FIRST LIEN CREDIT AGREEMENT dated as of July 31, 2007 among INTERSTATE FIBERNET, INC., ITC^DELTACOM, INC., THE LENDERS PARTY HERETO and CREDIT SUISSE, as Administrative Agent and Collateral Agent CREDIT SUISSE SECURITIES (USA) LLC, as Bookrunner and...
First Lien Credit Agreement • August 6th, 2007 • Itc Deltacom Inc • Telephone communications (no radiotelephone) • New York

FIRST LIEN CREDIT AGREEMENT dated as of July 31, 2007, among INTERSTATE FIBERNET, INC., a Delaware corporation (the “Borrower”), ITC^DELTACOM, INC., a Delaware corporation (“Holdings”), the Lenders (as defined in Article I), and CREDIT SUISSE, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders.

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SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT dated as of July 31, 2007 among INTERSTATE FIBERNET, INC., ITC^DELTACOM, INC., the Subsidiaries of Holdings from time to time party hereto and CREDIT SUISSE, as Collateral Agent
Second Lien Guarantee and Collateral Agreement • August 6th, 2007 • Itc Deltacom Inc • Telephone communications (no radiotelephone) • New York

SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT dated as of July 31, 2007 (this “Agreement”), among INTERSTATE FIBERNET, INC., a Delaware corporation (the “Borrower”), ITC^DELTACOM, INC., a Delaware corporation (“Holdings”), the Subsidiaries of Holdings from time to time party hereto and CREDIT SUISSE (“Credit Suisse”), as second lien collateral agent (in such capacity, the “Collateral Agent”).

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AMENDMENT NO. 2 TO WARRANT AGREEMENT
Warrant Agreement • August 6th, 2007 • Itc Deltacom Inc • Telephone communications (no radiotelephone) • New York

THIS AMENDMENT NO. 2 TO WARRANT AGREEMENT, dated as of July 31, 2007 (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”).

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AMENDMENT NO. 1 TO GOVERNANCE AGREEMENT
Governance Agreement • August 6th, 2007 • Itc Deltacom Inc • Telephone communications (no radiotelephone) • Delaware

AMENDMENT NO. 1 TO GOVERNANCE AGREEMENT (this “Amendment”), dated as of July 31, 2007, made among ITC^DeltaCom, Inc., a Delaware corporation (the “Parent”), and each person listed on the signature pages hereof under the headings “WCAS Securityholders” and “TCP Securityholders.”

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AMENDMENT NO. 2 TO WARRANT AGREEMENT
Warrant Agreement • August 6th, 2007 • Itc Deltacom Inc • Telephone communications (no radiotelephone) • New York

THIS AMENDMENT NO. 2 TO WARRANT AGREEMENT, dated as of July 31, 2007 (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”).

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EQUITY PURCHASE AND RIGHTS OFFERING AGREEMENT Dated as of July 16, 2007 By and Among ITC^DeltaCom, Inc. and THE PURCHASERS LISTED ON THE SIGNATURE PAGES HERETO
Equity Purchase and Rights Offering Agreement • August 6th, 2007 • Itc Deltacom Inc • Telephone communications (no radiotelephone) • Delaware

EQUITY PURCHASE AND RIGHTS OFFERING AGREEMENT (this “Agreement”), dated as of July 16, 2007, by and among the purchasers listed on the signature pages hereto (each a “Purchaser” and together, the “Purchasers”) and ITC^DeltaCom, Inc., a Delaware corporation (the “Company”).

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AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 6th, 2007 • Itc Deltacom Inc • Telephone communications (no radiotelephone) • New York

AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”), dated as of July 31, 2007, made among ITC^DeltaCom, Inc., a Delaware corporation (the “Company”), and each person listed on the signature pages hereof under the heading “TCP Securityholders.”

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SERIES D WARRANT EXCHANGE AGREEMENT
Series D Warrant Exchange Agreement • August 6th, 2007 • Itc Deltacom Inc • Telephone communications (no radiotelephone) • New York

THIS SERIES D WARRANT EXCHANGE AGREEMENT (this “Agreement”), dated as of July 31, 2007, is made among ITC^DeltaCom, Inc., a Delaware corporation (the “Company”), and each of the persons listed on the signature pages hereto under the heading “Warrant Holders” (individually, a “Holder” and collectively, the “Holders”).

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ITC^DELTACOM, INC. EXECUTIVE STOCK INCENTIVE PLAN COMMON STOCK UNIT AGREEMENT (DEFERRED COMPENSATION AGREEMENT, AS AMENDED)
Common Stock Unit Agreement • August 6th, 2007 • Itc Deltacom Inc • Telephone communications (no radiotelephone) • Delaware

ITC^DeltaCom, Inc., a Delaware corporation (the “Company”), has previously granted warrants exercisable for shares of the Company’s 8% Series C Convertible Redeemable Preferred Stock, $.01 par value, and shares of the Company’s Common Stock, $0.01 par value (the “Stock”), to the individual named below as holder pursuant to a Warrant Agreement dated as of July 26, 2005, as amended as of December 21, 2005 (the “Warrant Agreement”) between the Company and Mellon Investor Services LLC, as Warrant Agent, and deferred pursuant to a Deferred Compensation Agreement dated as of between the Company and the individual named below as the Holder (the “Deferred Compensation Agreement”). In connection with the recapitalization of the Company effective as of July 31, 2007, the Company hereby amends and replaces the Warrant Agreement and the Deferred Compensation Agreement with this agreement and hereby converts the warrants described above into stock units relating to shares of the Stock, subject to t

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ITC^DELTACOM, INC. EXECUTIVE STOCK INCENTIVE PLAN COMMON STOCK UNIT AGREEMENT (SERIES B PREFERRED STOCK UNIT AGREEMENT, AS AMENDED)
Common Stock Unit Agreement • August 6th, 2007 • Itc Deltacom Inc • Telephone communications (no radiotelephone)

ITC^DeltaCom, Inc., a Delaware corporation (the “Company”) has previously granted stock units relating to shares of its 8% Series B Convertible Redeemable Preferred Stock, $.01 par value, to the individual named below as holder pursuant to a Series B Preferred Stock Unit Agreement dated as of December 23, 2005 (the “Preferred Stock Unit Agreement”). In connection with the recapitalization of the Company on July 31, 2007, the Company hereby amends and replaces the Preferred Stock Unit Agreement with this agreement and hereby converts the stock units described above into stock units relating to shares of its common stock, $.01 par value (the “Stock”), 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 (as further amended from time to time, the “Employment Agreement”), and in the ITC^DeltaCom, Inc. Execu

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AMENDMENT NO. 3 TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 6th, 2007 • Itc Deltacom Inc • Telephone communications (no radiotelephone) • New York

AMENDMENT NO. 3 TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”), dated as of July 31, 2007, made among ITC^DeltaCom, Inc., a Delaware corporation (the “Company”), and each person listed on the signature pages hereof under the heading “WCAS Securityholders.”

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EXCHANGE AGREEMENT
Exchange Agreement • August 6th, 2007 • Itc Deltacom Inc • Telephone communications (no radiotelephone) • Delaware

This EXCHANGE AGREEMENT (this “Agreement”), dated as of July 31, 2007, is made by and among ITC^DeltaCom, Inc., a Delaware corporation (“Parent”), Interstate FiberNet, Inc., a wholly-owned subsidiary of Parent and a Delaware corporation (the “Company”), and the investment funds managed by Tennenbaum Capital Partners, LLC identified on the signature pages hereto (individually, a “TCP Holder” and collectively, the “TCP Holders”).

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STOCK PURCHASE AGREEMENT Dated as of July 31, 2007 By and Among ITC^DELTACOM, INC. and THE INDIVIDUALS AND INVESTMENT FUNDS AFFILIATED WITH WELSH, CARSON, ANDERSON & STOWE VIII, L.P. LISTED ON THE SIGNATURE PAGES HERETO
Stock Purchase Agreement • August 6th, 2007 • Itc Deltacom Inc • Telephone communications (no radiotelephone) • Delaware

STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of July 31, 2007, by and among the individuals and the investment funds listed on the signature pages hereto under the heading “WCAS Investors” (each a “WCAS Investor” and together the “WCAS Investors”) and ITC^DELTACOM, INC., a Delaware corporation (the “Company”).

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FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT dated as of July 31, 2007 among INTERSTATE FIBERNET, INC., ITC^DELTACOM, INC., the Subsidiaries of Holdings from time to time party hereto and CREDIT SUISSE, as Collateral Agent
First Lien Guarantee and Collateral Agreement • August 6th, 2007 • Itc Deltacom Inc • Telephone communications (no radiotelephone) • New York

FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT dated as of July 31, 2007 (this “Agreement”), among INTERSTATE FIBERNET, INC., a Delaware corporation (the “Borrower”), ITC^DELTACOM, INC., a Delaware corporation (“Holdings”), the Subsidiaries of Holdings from time to time party hereto and CREDIT SUISSE (“Credit Suisse”), as first lien collateral agent (in such capacity, the “Collateral Agent”).

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EXCHANGE AGREEMENT
Exchange Agreement • August 6th, 2007 • Itc Deltacom Inc • Telephone communications (no radiotelephone) • Delaware

This EXCHANGE AGREEMENT (this “Agreement”), dated as of July 31, 2007, is made by and among ITC^DeltaCom, Inc., a Delaware corporation (“Parent”), Interstate FiberNet, Inc., a wholly-owned subsidiary of Parent and a Delaware corporation (the “Company”), and each of the funds listed on the signature pages hereto under the heading “Babson Entities” (individually, a “Babson Entity” and collectively, the “Babson Entities”).

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WCAS EXCHANGE AGREEMENT
Wcas Exchange Agreement • August 6th, 2007 • Itc Deltacom Inc • Telephone communications (no radiotelephone) • New York

THIS WCAS EXCHANGE AGREEMENT (this “Agreement”), dated as of July 31, 2007, is made among ITC^DeltaCom, Inc., a Delaware corporation (the “Company”), and each of the persons listed on the signature pages hereto under the heading “WCAS Holders” (individually, a “Holder” and collectively, the “Holders”).

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ITC^DELTACOM, INC. EXECUTIVE STOCK INCENTIVE PLAN COMMON STOCK UNIT AGREEMENT (SERIES A PREFERRED STOCK UNIT AGREEMENT, AS AMENDED)
Executive Stock Incentive Plan • August 6th, 2007 • Itc Deltacom Inc • Telephone communications (no radiotelephone)

ITC^DeltaCom, Inc., a Delaware corporation (the “Company”) has previously granted stock units relating to shares of its 8% Series A Convertible Redeemable Preferred Stock, $.01 par value, to the individual named below as holder pursuant to a Series A Preferred Stock Unit Agreement dated as of December 23, 2005 (the “Preferred Stock Unit Agreement”). In connection with the recapitalization of the Company effective as of July 31, 2007, the Company hereby amends and replaces the Preferred Stock Unit Agreement with this agreement and hereby converts the stock units described above into stock units relating to shares of its common stock, $.01 par value (the “Stock”), 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 (as further amended from time to time, the “Employment Agreement”), and in the ITC^DeltaCo

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SERIES A PREFERRED STOCKHOLDER AGREEMENT
Series a Preferred Stockholder Agreement • August 6th, 2007 • Itc Deltacom Inc • Telephone communications (no radiotelephone) • New York

THIS SERIES A PREFERRED STOCKHOLDER AGREEMENT (this “Agreement”), dated as of July 31, 2007, is made among ITC^DeltaCom, Inc., a Delaware corporation (the “Company”), and each of the persons listed on the signature pages hereto under the heading “Series A Preferred Stockholders” (individually, a “Holder” and collectively, the “Holders”).

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EXCHANGE AGREEMENT
Exchange Agreement • August 6th, 2007 • Itc Deltacom Inc • Telephone communications (no radiotelephone) • Delaware

This EXCHANGE AGREEMENT (this “Agreement”), dated as of July 31, 2007, is made by and among ITC^DeltaCom, Inc., a Delaware corporation (“Parent”), Interstate FiberNet, Inc., a wholly-owned subsidiary of Parent and a Delaware corporation (the “Company”), and each of the persons or entities listed on the signature pages hereto under the heading “WCAS Holders” (individually, a “WCAS Holder” and collectively, the “WCAS Holders”).

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