Exhibit 10.8



 Exhibit 10.8 
 EXCHANGE AGREEMENT 
 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”). 
 RECITALS 
 WHEREAS, Parent, the
Company, certain subsidiary guarantors of Parent, certain banks, financial institutions and other institutional lenders, Tennenbaum Capital Partners, LLC (as agent), and TCP Agency Services, LLC (as collateral agent), entered into that certain
Securities Purchase Agreement dated as of July 26, 2005, whereby the Company issued third lien, senior secured notes due September 2009 (the “Third Lien Notes”) in the aggregate principal amount of $50.8 million to various
investors, including the Babson Entities; and 
 WHEREAS, the Third Lien Notes are supported by Parent’s full and unconditional
guarantee; and 
 WHEREAS, Parent intends to consummate a recapitalization of its corporate structure as described in Exhibit A
annexed hereto (the “Recapitalization”); and 
 WHEREAS, the Babson Entities have confirmed, among other things, their
intention to exchange $3.815 million of their existing third lien notes (the “Babson Third Lien Notes”) and their ownership in Parent’s Series D Warrants for common stock of Parent, par value $0.01 per share (the
“Common Stock”) in connection with the Recapitalization, and have entered into a commitment letter and lock-up agreement dated as of July 16, 2007 (the “Lock-Up Agreement”); and 
 WHEREAS, subject to the terms and conditions of this Agreement, the Babson Entities agree to exchange the Babson Third Lien Notes for Common Stock, and
Parent agrees to issue to the Babson Entities shares of Common Stock in exchange for the Babson Third Lien Notes. 
 NOW, THEREFORE, in
consideration of the premises and covenants and agreements contained herein, the parties hereto agree as follows: 
 ARTICLE I

 EXCHANGE OF THIRD LIEN NOTES 
 Section 1.1. Exchange of Notes. Upon the terms and subject to the conditions set forth herein and incorporated by reference, the Babson Entities hereby agree to exchange their Babson Third Lien Notes for,
and Parent hereby agrees to issue and deliver to the Babson Entities in exchange for such Notes, a total of 1,259,074 shares of Common Stock (the “Babson Third Lien 








 
Notes Conversion”). Schedule 1 hereto lists, as the date of this Agreement, (i) each Babson Entity, (ii) the amount of Babson
Third Lien Notes held by each Babson Entity, as of the Closing Date, as reflected in the Company’s books and records, (iii) the total amount of Babson Third Lien Notes that will be exchanged, (iv) the amount of cash to be received by
the Babson Entities for Third Lien Notes they own that are not being converted to Common Stock, and (v) the total number of Common Stock that are being issued to such Babson Entity upon effectiveness of the Babson Third Lien Notes Conversion
(the “Conversion Shares”). The Babson Third Lien Notes Conversion will be effective, and the Babson Entities will be deemed to be the holders of the Conversion Shares, as of the closing date of the Recapitalization (the
“Closing Date”). 
 Section 1.2. Deliveries. 
 (a) On the Closing Date, each Babson Entity shall tender to the Company for cancellation all Babson Third Lien Notes held by such Babson Entity, duly
endorsed in blank. 
 (b) Promptly after Closing Date, Parent shall deliver, or cause Parent’s transfer agent for the Conversion Shares
to deliver, to each Babson Entity a share certificate or certificates, each in the name of such Babson Entity, representing the Conversion Shares. 
 ARTICLE II 
 REPRESENTATIONS AND WARRANTIES OF THE BABSON ENTITIES 
 As of the Closing Date, each Babson Entity represents and warrants, severally and not jointly, to Parent and the Company, as follows: 
 Section 2.1. Acquisition for Investment. Each Babson Entity is acquiring the Conversion Shares for its own account, for investment and not
with a view to, or for sale in connection with, the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) (it being understood that except as otherwise provided in this Agreement,
the Babson Entity does not agree to hold the Conversion Shares for any minimum or other specific term and reserves the right to dispose of the Conversion Shares at any time in accordance with the Securities Act and state securities laws applicable
to such disposition). 
 Section 2.2 Accredited Investor Status. Each Babson Entity is an “accredited investor,” as
that term is defined in Rule 501(a) of Regulation D under the Securities Act. Each Babson Entity has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in
the Conversion Shares and is capable of bearing the economic risks of such investment. Each Babson Entity understands that its investment in the Conversion Shares involves a significant degree of risk. 
 Section 2.3 Sales or Transfer. Each Babson Entity understands that the sale or re-sale of the Conversion Shares has not been and is not being
registered under the Securities Act or any applicable state securities laws, and that the Conversion Shares may not be sold or otherwise transferred unless (a) the Conversion Shares are sold or transferred pursuant to an effective registration
statement under the Securities Act and applicable state securities laws, (b) such 

  

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Babson Entity shall have delivered to the Company an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of
counsel in comparable transactions) to the effect that the Conversion Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, or (c) the Conversion Shares are sold pursuant to Rule 144 under
the Securities Act. 
 Section 2.4 Lock-Up Agreement. Such Babson Entity, if a party to the Lock-Up Agreement, acknowledges and
understands that the Conversion Shares are subject to the Lock-Up Agreement under the terms of which it is agreeing to, among other things, refrain from offering, selling, issuing, contracting to sell, pledging, or otherwise disposing of, directly
or indirectly, the Conversion Shares for the period specified therein. 
 Section 2.5 Authorization. The execution, delivery and
performance of this Agreement and the Babson Third Lien Notes Conversion are within the Babson Entities’ corporate, partnership or limited liability company, as applicable, powers and have been duly and validly authorized by all requisite
corporate, partnership or limited liability company, as applicable, action. 
 Section 2.6 Valid Existence. Each Babson Entity is
an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of formation. 
 Section 2.7 Binding Agreement. This Agreement has been duly executed and delivered by each Babson Entity, and
it constitutes a valid and binding agreement of such Babson Entity. 
 Section 2.8 Consents; No Violations. Neither the
execution, delivery or performance by the Babson Entities of this Agreement nor the consummation of the conversion contemplated hereby shall (a) conflict with, or result in a breach or a violation of, any provision of the certificate of
incorporation, bylaws or other organizational documents of any Babson Entity, (b) constitute, with or without notice or the passage of time or both, a breach, violation or default, create any lien or charge, or give rise to any right of
termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, under any law, or any provision of any agreement or other instrument to which such Babson Entity is a party or pursuant to which such Babson
Entity or any of its assets or properties is subject, except for breaches, violations, defaults, liens or charges, or rights of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, which,
individually or in the aggregate, would not materially adversely affect such Babson Entity’s ability to consummate the transactions contemplated by this Agreement, or (c) require any consents, approvals and filings on the part of such
Babson Entity, from or with any governmental entity except for the consents, approvals and filings which, if not made or obtained by such Babson Entity, would not materially adversely affect such Babson Entity’s ability to consummate the
transactions contemplated by this Agreement. 
  

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 Section 2.9 Restrictive Legends. Such Babson Entity acknowledges that the Conversion Shares
shall bear a restrictive legend substantially in the following form: 
 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO (A) AN
EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAW, (B) AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT
REQUIRED UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW OR (C) RULE 144 UNDER THE SECURITIES ACT. 
 ARTICLE III 

 REPRESENTATIONS AND WARRANTIES OF PARENT AND COMPANY 
 Parent and Company each represent and warrant to the Babson Entities as follows as of the Closing Date: 
 Section 3.1 Organization, Standing, etc. Parent and each of its subsidiaries is a corporation duly organized and validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with all
corporate power and authority to own, lease and operate its properties and to conduct its business as currently owned, leased, operated and conducted. 
 Section 3.2 Issuance of Conversion Shares. Upon issuance by Parent, the Conversion Shares will be validly issued, fully paid and non-assessable, free and clear of all liens and encumbrances and not subject
to any preemptive rights, other than any of the foregoing resulting solely from action by the holders of the Conversion Shares. 
 Section 3.3 Corporate Power; Binding Agreement. Parent and the Company have all requisite corporate power and authority to enter into, execute, deliver and perform their obligations under this Agreement and to consummate the
transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by Parent and the Company, and, assuming the due authorization, execution and delivery thereof by the Babson Entities, constitutes the legal, valid and
binding obligation of Parent and the Company, enforceable against Parent and the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency and other similar laws affecting the enforcement of
creditors’ rights generally and except as enforcement thereof is subject to general principles of equity. 
  

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 Section 3.4 Consents; No Violations. Neither the execution, delivery or performance by Parent
and Company of this Agreement nor the consummation of the transactions contemplated hereby will (a) conflict with, or result in a breach or a violation of, any provision of the certificate of incorporation or bylaws of Parent or the Company,
(b) constitute, with or without notice or the passage of time or both, a breach, violation or default, create any lien or charge, or give rise to any right of termination, modification, cancellation, prepayment, suspension, limitation,
revocation or acceleration, under any law, or any provision of any agreement or other instrument to which Parent or any of its subsidiaries is a party or pursuant to which any of the assets or properties of Parent or any of its subsidiaries is
subject, except for breaches, violations, defaults, liens or charges, or rights of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, which, individually or in the aggregate, would not materially
adversely affect Parent’s or the Company’s ability to consummate the transactions contemplated by this Agreement, or (c) require any consents, approvals and filings on the part of Parent or the Company on or before the Closing Date
from or with any governmental entity, except for such consents, approvals and filings which, if not made or obtained by Parent or the Company, would not materially adversely affect the ability of Parent and the Company to consummate the transactions
contemplated by this Agreement. 
 ARTICLE IV 
 BABSON REPRESENTATIVE 
 The Babson Entities hereby appoint Richard E. Spencer the Babson
Entities’ exclusive agent to act on the Babson Entities’ behalf with respect to the matters specified in this Article IV. Such representative, or such other representative as the Babson Entities may appoint from time to time to replace
Richard E. Spencer, is hereinafter referred to as the “Babson Representative.” The Babson Representative shall take any and all actions which the Babson Representative believes are necessary or appropriate under this Agreement for
and on behalf of the Babson Entities as fully as if the Babson Entities were acting on their own behalf, including, without limitation, making the deliveries referred to in Section 1.2 and taking any and all other actions specified in or
contemplated by this Agreement to be taken by the Babson Entities prior to, on or after the Closing Date, receiving notice of and defending any claims pursuant to this Agreement, giving notice of and asserting any claims pursuant to this Agreement,
consenting to, compromising or settling claims made pursuant to this Agreement, and engaging counsel, accountants or other representatives in connection with the foregoing matters. Parent and the Company shall have the right to rely upon all actions
taken or omitted to be taken by the Babson Representative pursuant to this Agreement, all of which actions or omissions shall be legally binding upon each of the Babson Entities. 
  

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 ARTICLE V 
 MISCELLANEOUS 
 Section 5.1 Severability. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid or unenforceable in any respect, such invalidity or unenforceability shall not render
invalid or unenforceable any other provision of this Agreement. 
 Section 5.2 Survival of Representations and Warranties. All
representations and warranties set forth in this Agreement or in any writing delivered by any party in connection herewith shall survive the transactions contemplated by this Agreement to be consummated on the Closing Date (regardless of any
investigation, inquiry, or examination made by any party or on its behalf or any knowledge of any party or the acceptance by any party of any certificate or opinion) for a period of one year following the Closing Date. 
 Section 5.3 Enforcement. The parties hereto agree that (a) irreparable damage would occur in the event that any of the provisions of
this Agreement were not performed in accordance with their specific intent or were otherwise breached and (b) the parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and to
enforce specifically the terms and provisions hereof, in addition to any other remedy to which they may be entitled by law or equity. 
 Section 5.4 Successors and Assigns. Except as otherwise expressly provided herein, (a) all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the
benefit of the respective successors, assigns, heirs and legal representatives of the parties hereto, whether so expressed or not, and (b) no party may assign or delegate all or any portion of its rights, obligations or liabilities under this
Agreement without the prior written consent of each other party to this Agreement; provided, that any such consent required to be given by the Babson Entities shall be effective if given by the Babson Representative. 
 Section 5.5 Entire Agreement. This Agreement (including the Exhibits and Schedule hereto) constitute the full and entire understanding and
agreement between the parties with regard to the subject matter hereof, and no party shall be liable or bound to any other in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein.

 Section 5.6 Notices. All notices, demands, requests, consents or other communications to be given or delivered under or by
reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (a) when delivered personally to the recipient, (b) when telecopied to the recipient (with hard copy sent to the recipient by reputable
overnight courier service (charges prepaid) that same day) if telecopied before 5:00 p.m. New York City time on a business day, and otherwise on the next business day, (c) one business day after being sent to the recipient by reputable
overnight courier service (charges prepaid) or (d) on the first business day that is at least five days after the date of deposit thereof in the United States mails for delivery by certified mail. Such notices, demands, requests, consents and
other communications shall be sent to the following persons at the following addresses: 
  

	 	(i)	if to Parent or the Company, to: 

 ITC^DeltaCom, Inc.

 7037 Old Madison Pike 
 Huntsville, Alabama 35806 
 Telecopy No.: (256) 382-3936 
 Attention: J. Thomas Mullis, Esq. 
   Senior Vice President–Legal and Regulatory 
  

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 With a copy to: 
 Skadden, Arps, Slate, Meagher & Flom LLP 
 Four Times Square 
 New York, NY 10036 
 Attention: J. Gregory
Milmoe 
 Facsimile: (917) 777-3770 
 and 
 Hogan & Hartson LLP 
 8300 Greensboro Drive, Suite 1100 
 McLean, VA 22102 
 Attention: Richard J. Parrino 
 Facsimile:
(703) 610-6200 
  

	 	(ii)	if to the Babson Entities, to: 

 Babson Capital Management
LLC 
 1500 Main Street, Suite 2200 
 Springfield, MA 01115 
 Telecopy No.: (413) 226-2649 
 Attention: Richard E. Spencer, II 
 or to such other address or to the attention of such other person as the recipient party
has specified by prior written notice to the sending party. 
 Section 5.7 Amendments; Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given without the written consent thereto of Parent, the Company, and the Babson
Representative. Notwithstanding the foregoing, any such amendment, modification, supplement, waiver or consent with respect to a matter that relates exclusively to the rights or obligations of a particular Babson Entity and that does not directly or
indirectly affect the rights or obligations of any other Babson Entity, may be entered into or given solely by Parent, the Company and such affected Babson Entity; provided, however, that the provisions of this sentence may not be
amended, modified or supplemented, and no waiver or consent to departure from such provisions may be given, except in accordance with the provisions of the immediately preceding sentence. 
  

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 Section 5.8 Counterparts. This Agreement may be executed simultaneously in two or more
counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same Agreement. 
 Section 5.9 Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part
of this Agreement. 
 Section 5.10 Governing Law. This Agreement shall be governed in all respects, including validity,
interpretation and effect, by the laws of the State of Delaware applicable to contracts executed and to be performed wholly within such state. 
 Section 5.11 Exclusive Jurisdiction; Venue. Any process against the Company, Parent or a Babson Entity in, or in connection with, any suit, action or proceeding arising out of or relating to this Agreement or the transactions
contemplated hereby, may be served personally or by certified mail pursuant to the notice provision set forth in Section 5.6 with the same effect as though served on it personally. Each of the parties hereto hereby irrevocably submits in any
suit, action or proceeding by the parties hereto arising out of or relating to this Agreement or any of the transactions contemplated hereby, to the exclusive jurisdiction and venue of the federal and state courts of the State of Delaware and
irrevocably waives any and all objections to exclusive jurisdiction and review of venue that any such party may have under the laws of the State of Delaware or the United States. Without limiting the other remedies, this Agreement shall be
enforceable by specific performance. 
 Section 5.12 Waiver of Jury Trial. Parent, the Company and the Babson Entities
hereby waive any right they may have to a trial by jury in respect of any action, proceeding or litigation directly or indirectly arising out of, under or in connection with this Agreement. 
 Section 5.13 Delivery by Facsimile. This Agreement and each other agreement or instrument entered into in connection herewith or contemplated
hereby, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding
legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver
them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the
use of a facsimile machine as a defense to the formation or enforceability of a contract, and each such party forever waives any such defense. 
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 IN WITNESS WHEREOF, the Company and the Babson Entities have caused this Agreement to be duly executed as
of the date first written above. 
  

			
	FOR PARENT
	
	ITC^DELTACOM, INC.
		
	By:	 	/s/ J. Thomas Mullis
	Name:	 	J. Thomas Mullis
	Title:	 	Senior Vice President–Legal and Regulatory
	
	FOR COMPANY
	
	INTERSTATE FIBERNET INC.
		
	By:	 	/s/ J. Thomas Mullis
	Name:	 	J. Thomas Mullis
	Title:	 	Senior Vice President–Legal and Regulatory










			
	BABSON ENTITIES
	
	 MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

		
	By:	 	Babson Capital Management LLC, as Investment Advisor



					
		
	By:	 	/s/ Richard E. Spencer, II
		 	Name:	 	Richard E. Spencer, II
		 	Title:	 	Managing Director



					
	
	MASS MUTUAL CORPORATE INVESTORS
		
	By:	 	/s/ Richard E. Spencer, II
		 	Name:	 	Richard E. Spencer, II
		 	Title:	 	Vice President


 The foregoing is executed on behalf of MassMutual Corporate Investors, organized under a Declaration of
Trust, dated September 13, 1985, as amended from time to time. The obligations of such Trust are not personally binding upon, nor shall resort be had to the property of, any of the Trustees, shareholders, officers, employees or agents of such
Trust, but the Trust’s property only shall be bound. 








					
	MASS MUTUAL PARTICIPATION INVESTORS
		
	By:	 	/s/ Richard E. Spencer, II
		 	Name:	 	Richard E. Spencer, II
		 	Title:	 	Vice President


 The foregoing is executed on behalf of MassMutual Participation Investors, organized under a Declaration of
Trust, dated April 7, 1988, as amended from time to time. The obligations of such Trust are not personally binding upon, nor shall resort be had to the property of, any of the Trustees, shareholders, officers, employees or agents of such Trust,
but the Trust’s property only shall be bound. 
  

					
	WINTERSET MASTER FUND LP
		
	By:	 	Babson Capital Management LLC, as Investment Manager
		
	By:	 	/s/ Richard E. Spencer, II
		 	Name:	 	Richard E. Spencer, II
		 	Title:	 	Managing Director


  

					
	MILL RIVER MASTER FUND LP
		
	By:	 	Babson Capital Management LLC, as Investment Manager
		
	By:	 	/s/ Richard E. Spencer, II
		 	Name:	 	Richard E. Spencer, II
		 	Title:	 	Managing Director










					
	J/Z CBO (DELAWARE) LLC
		
	By:	 	Babson Capital Management LLC, as Collateral Manager
		
	By:	 	/s/ Richard E. Spencer, II
		 	Name:	 	Richard E. Spencer, II
		 	Title:	 	Managing Director


  

					
	TOWER SQUARE CAPITAL PARTNERS, LP
		
	By:	 	Babson Capital Management LLC, as Investment Manager
		
	By:	 	/s/ Richard E. Spencer, II
		 	Name:	 	Richard E. Spencer, II
		 	Title:	 	Managing Director