OF DEFINED TERMS
Term
Section
Agreement
Recitals
Aggregate Offering Amount
Section 4.01(a)
Aggregate Purchase Price
Section 1.01
Business Day
Section 4.01(b)
Certificate of Designation
Recitals
Closing
Section 1.02
Closing Date
Section 1.02
Common Stock
Recitals
Common Stock Per Share Purchase Price
Recitals
Company
Recitals
Conversion of Shares
Recitals
Eligible Holder
Section 4.01(a)
Environmental Laws
Section 2.17
Escrow Agreement
Section 1.01
Exchange Act
Section 2.08(b)
Exercise of Rights
Recitals
Existing Preferred Stock
Section 2.02(a)
Existing Warrants
Section 2.02(a)
Expiration Time
Section 4.01(b)
GAAP
Section 2.13(a)
Governmental Entity
Section 2.08(b)
include, includes, included, including
Section 5.07(b)
Indemnifying Party
Section 7.01
Intellectual Property
Section 2.16
Investment Decision Package
Section 4.03(f)
Issuer Free Writing Prospectus
Section 4.07(f)
Lock-Up Period
Section 4.05(a)
Losses
Section 7.01
Majority of Purchasers
Section 3.10
Material Adverse Effect
Section 2.01
Recapitalization Documents
Section 2.05
Per Share Purchase Price
Section 1.01
Permits
Section 2.07(b)
person
Section 5.07(b)
Preferred Stock Amendments
Section 2.08(b)
Preliminary Rights Offering Prospectus
Section 4.03(f)
Proceedings
Section 7.01
Purchaser
Recitals
Purchasers
Recitals
Purchasers Confidentiality Agreements
Section 5.01(d)
QIB
Section 3.03
Recapitalization
Recitals
iv
Recapitalization Documents
Section 2.05
Record Date
Section 4.01(a)
Rights
Recitals
Rights Exercise Period
Section 4.01(b)
Rights Offering
Recitals
Rights Offering Closing Date
Section 4.01(g)
Rights Offering Commencing Date
Section 4.01(b)
Rights Offering Prospectus
Section 4.03(f)
Rights Offering Registration Statement
Section 4.03(a)
Rights Offering Shares
Section 4.01(a)
SEC
Section 2.08(b)
SEC Filings
Section 2.12
Securities Act
Section 2.08(b)
Securities Act Effective Date
Section 4.03(f)
Series A Preferred Stock
Section 2.02(a)
Series A Warrants
Section 2.02(a)
Series B Preferred Stock
Section 2.02(a)
Series C Preferred Stock
Section 2.02(a)
Series D Warrants
Section 2.02(a)
Share Purchase Number
Recitals
Shares
Recitals
Stock Incentive Plans
Section 2.02(a)
Stockholders Lock-Up Period Agreement
Section 4.05(b)
Subscription Agent
Section 4.01(c)
Subscription Ratio
Recitals
Tax
Section 2.14(b)
Tax Return
Section 2.14(b)
Unsubscribed Shares
Section 4.01(f)
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").
WHEREAS, the Company intends to consummate a recapitalization of its capital
structure (the "Recapitalization") as described in Exhibit A annexed hereto; and
WHEREAS, concurrently with the Recapitalization, the Company desires to issue
and sell to the Purchasers an aggregate of 412,215 shares of the Company's
Series H 6% Convertible Redeemable Preferred Stock, par value $0.01 per share
(the "Shares"), the Certificate of Designation for which will be substantially
in the form annexed hereto as Exhibit B with such non-material changes as may be
necessary for acceptance of form by the Secretary of State of Delaware (the
"Certificate of Designation") and each of which will be convertible into 33
shares of the Company's common stock, par value $0.01 per share (the "Common
Stock"), and each Purchaser desires to purchase from the Company that number of
Shares set forth opposite such Purchaser's name on the signature pages hereof
(the "Share Purchase Number" with respect to such Purchaser); and
WHEREAS,