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Title: |
Credit Agreement |
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Date: |
2007 |
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Preview shows 5KB of 29KB total |
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$35 |
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ID: |
#2867372 |
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AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED
CREDIT AGREEMENT
This AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this Amendment No. 1), dated as of March 7, 2007 (the Execution Date), to the Second Amended and Restated Credit Agreement, dated as of July 26, 2005, among ITC^DeltaCom, Inc., a Delaware corporation (the Parent), Interstate FiberNet, Inc., a Delaware corporation (the Borrower), each of the Subsidiary Guarantors identified on the signature pages hereto, each of the lenders party thereto (the Lenders) and General Electric Capital Corporation, as administrative agent and collateral agent for the Lenders (the Agent). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement (as defined below).
W I T N E S S E T H:
WHEREAS, the Parent, the Borrower, the Subsidiary Guarantors, the Lenders and the Agent entered into the Second Amended and Restated Credit Agreement, dated as of July 26, 2005 (as amended, supplemented, restated or otherwise modified from time to time, the Credit Agreement), pursuant to which the Lenders agreed, subject to the continuation of the Liens previously granted to the Agent and the Lenders, to amend and restate the Existing Second Lien Credit Agreement;
WHEREAS, concurrently with the Credit Agreement, the Parent, Interstate FiberNet, Inc., a Delaware corporation (the Issuer), the subsidiary guarantors party thereto, the note purchasers party thereto (the Note Purchasers) and the agent for the Note Purchasers entered into the Note Purchase Agreement, dated as of July 26, 2005 (as amended, supplemented, restated or otherwise modified from time to time, the Note Purchase Agreement), pursuant to which the Note Purchasers purchased Notes (as defined in the Note Purchase Agreement) from the Issuer in an aggregate principal amount of $209,000,000;
WHEREAS, pursuant to the Note Purchase Agreement and the other Note Purchase Documents (as defined in the Note Purchase Agreement), the agent thereunder (acting at the direction of the required holders set forth therein), together with the Issuer, may amend the terms of the Note Purchase Agreement, without any further consent from any other person, to increase the principal amount of the Notes up to $230,000,000 (determined without regard to PIK interest paid on the Notes from time to time), less any principal already repaid, thereby allowing an aggregate increase in the principal amount of the Notes of $21,000,000 (i.e., $230,000,000 minus $209,000,000);
WHEREAS, pursuant to the Note Purchase Agreement and the other Note Purchase Documents, the required holders (or the agent acting at the direction of the required holders), together with the Issuer, may amend the terms of the financial covenants set forth in the Note Purchase Agreement, without any further consent from any other person;
WHEREAS, pursuant to the Amendment No. 1 to Note Purchase Agreement, dated as of October 27, 2006 (the Amendment No. 1 to Note Purchase Agreement), the Parent, the Issuer, the subsidiary guarantors party thereto, the new note purchasers party thereto, the agent (acting at the direction of the required holders) and the collateral agent party thereto amended the Note Purchase Agreement to, among other things, permit the increase in the principal amount of the Notes and amend the terms of the financial covenants;
WHEREAS, pursuant to the Credit Agreement and the Second Lien Intercreditor and Subordination Agreement, neither the consent of the Agent nor the consent of any Lender is required to effectuate any amendments, modifications, waivers or releases required by the terms of Section 2.5 and/or Section 2.8 of the Second Lien Intercreditor and Subordination Agreement, including, without limitation, the increase in the principal amount of the Notes and the amendment of the terms of the financial covenants;
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