Exhibit 10.16



 Exhibit 10.16 
 AMENDMENT NO. 1 
 TO 
 GOVERNANCE AGREEMENT 
 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.” 
 WITNESSETH: 
 WHEREAS, the parties to this Amendment wish to amend the Amended and Restated Governance Agreement, dated as of and July 26, 2005 (the
“Agreement”), among Parent, the securityholders of Parent listed on the signature pages thereof and the other parties to such agreement to facilitate the recapitalization transactions of Parent to be consummated on the date hereof;

 NOW, THEREFORE, in consideration of the premises and the mutual covenants and conditions hereinafter set forth, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 
 1.
Effectiveness; Capitalized Terms. 
 (a) This Amendment shall be effective as of the date hereof. 
 (b) All capitalized terms used in this Amendment and not defined herein have the meanings ascribed to such terms in the Agreement. 
 2. Definitions. 
 (a) Article I
of the Agreement is hereby amended by adding, in the appropriate alphabetical order, the following definitions to such Article I: 
 “Equity Purchase and Rights Offering Agreement” means the Equity Purchase and Rights Offering Agreement, dated as of July 16, 2007, among Parent and the other Persons listed on the signature pages thereof. 

“Recapitalization” means, collectively, the transactions relating to the issuance and sale of Voting Securities and
Voting Security Equivalents described in Exhibit A to the Equity Purchase and Rights Offering Agreement. 
 “Rights
Offering” means a registration under the Securities Act of an offering of Common Stock and rights to purchase Common Stock on substantially the terms provided for in the Equity Purchase and Rights Offering Agreement. 
 “Series H Certificate of Designation” means the certificate of designation of the Series H Preferred Stock as amended
from time to time. 







 “Series H Preferred Stock” means the 6% Series H Convertible Redeemable
Preferred Stock, par value $0.01 per share, of Parent. 
 (b) The last sentence of the definition of “Voting Securities” set
forth in Article I of the Agreement is hereby amended by deleting such last sentence and substituting in lieu thereof the following sentence: 
 “For purposes of this definition, each share of Common Stock, each share of Series A Preferred Stock, each share of Series B Preferred Stock, each share of Series C Preferred Stock and each share of Series H Preferred Stock shall at
all times be considered Voting Securities.” 
 3. Subscription Right. Section 3.4(g) of the Agreement is hereby amended by
adding the following sentence at the end thereof: 
 “In addition, for purposes of this Section 3.4, “Excluded Securities”
also means Voting Securities and Voting Security Equivalents issued or issuable (a) pursuant to or in connection with the Recapitalization (including, without limitation, the issuance and sale for cash of Common Stock to certain WCAS
Securityholders and the issuance and sale for cash of the Series H Preferred Stock), (b) pursuant to the Series H Certificate of Designation in accordance with the Equity Purchase and Rights Offering Agreement, (c) upon the conversion,
exchange or exercise of the Series H Preferred Stock or (d) pursuant to or in connection with the Rights Offering.” 
 4.
Miscellaneous. This Amendment shall not constitute an amendment or modification of any provision of the Agreement not expressly referred to herein. Except as expressly set forth in this Amendment, the terms, provisions and conditions of the
Agreement shall remain unchanged and in full force and effect. This Amendment may be executed in counterparts, all of which shall together constitute a single agreement. 
 5. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware without giving effect to principles of conflicts of law. 
 [signature pages follow] 







 IN WITNESS WHEREOF, the parties have executed this Amendment as of the date set forth in the first
paragraph hereof. 
  

			
	COMPANY:
	
	ITC^DELTACOM, INC.
		
	By:	 	 /s/ Richard E. Fish, Jr.

	Name:	 	Richard E. Fish, Jr.
	Title:	 	 Executive Vice President and
Chief Financial Officer













			
	WCAS SECURITYHOLDERS:
	
	WCAS CAPITAL PARTNERS III, L.P.
		
	By:	 	WCAS CP III Associates L.L.C.,
General Partner
		
	By:	 	 /s/ Jonathan M. Rather

	Name:	 	Jonathan M. Rather
	Title:	 	Managing Member
	
	WELSH, CARSON, ANDERSON & STOWE VIII, L.P.
		
	By:	 	WCAS VIII Associates LLC, General Partner
		
	By:	 	 /s/ Jonathan M. Rather

	Name:	 	Jonathan M. Rather
	Title:	 	Managing Member
	
	WCAS INFORMATION PARTNERS, L.P.
		
	By:	 	 WCAS Info Partners,
 General Partner

		
	By:	 	 /s/ Jonathan M. Rather

	Name:	 	Jonathan M. Rather
	Title:	 	Attorney-in-fact
	
	WCAS REPRESENTATIVE
	
	 /s/ Thomas H. McInerney
 Thomas H. McInerney













			
	Individual investors and trusts:
		
	 By:
	 	 /s/ Jonathan M. Rather

		 	 Jonathan M. Rather, as Attorney-in-fact
 for the
individual investors listed below:

		 	Patrick J. Welsh
		 	Russell L. Carson
		 	Bruce K. Anderson
		 	Andrew M. Paul
		 	Thomas E. McInerney
		 	Robert A. Minicucci
		 	Anthony J. de Nicola
		 	Paul B. Queally
		 	D. Scott Mackesy
		 	Sanjay Swani
		 	James Matthews
		 	Laura VanBuren
		 	Sean Traynor
		 	John Almeida
		 	Eric J. Lee
		 	Jonathan M. Rather
		 	IRA – f/b/o James Matthews
		 	IRA f/b/o Jonathan M. Rather












			
	 /s/ Jill A. Hanau
 Jill A.
Hanau

	
	Other trusts:
	
	The Bruce K. Anderson 2004 Irrevocable Trust
		
	By:	 	 /s/ Mary Anderson

	Name:	 	 Mary Anderson

	Title:	 	 Trustee

	
	The Patrick Welsh 2004 Irrevocable Trust
		
	By:	 	 /s/ Carol Welsh

	Name:	 	 Carol Welsh

	Title:	 	 Trustee

	
	Patrick J. Welsh Tr UA 05 09 05
		
	By:	 	 /s/ Patrick Welsh

	Name:	 	 Patrick Welsh

	Title:	 	 Trustee













			
	TCP SECURITYHOLDERS:
	
	SPECIAL VALUE ABSOLUTE RETURN FUND, LLC
		
	By:	 	Tennenbaum Capital Partners, LLC
	Its:	 	Investment Manager
		
	By:	 	 /s/ Howard M. Levkowitz

	Name:	 	Howard M. Levkowitz
	Title:	 	Managing Partner
	
	SPECIAL VALUE BOND FUND II, LLC
		
	By:	 	Tennenbaum Capital Partners, LLC
	Its:	 	Investment Manager
		
	By:	 	 /s/ Howard M. Levkowitz

	Name:	 	Howard M. Levkowitz
	Title:	 	Managing Partner