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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1998
OR
[ ] Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition period from ______ to ______
Commission File Number: 0-23253
ITC/\DELTACOM, INC.
(Exact name of registrant as specified in its charter)
Delaware 58-2301135
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ITC/\DeltaCom, Inc.
1791 O.G. Skinner Drive
West Point, Georgia 31833
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (706) 385-8000
Securities registered pursuant to Section 12(b) of the Act:
Not Applicable
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
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Title of Class
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of the
registrant, based upon the closing price of the registrant's common stock as of
March 15, 1999 is $409,071,581.50. */
-
The number of shares outstanding of each of the registrant's classes of common
stock, as of the latest practicable date is:
Common Stock, par value $.01 per share,
outstanding as of April 29, 1999: 51,948,259
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents incorporated by reference and the Part
of the Form 10-K into which the document is incorporated:
None
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*/ Solely for the purposes of this calculation, all directors and executive
- -
officers of the registrant and all stockholders beneficially owning more than 5%
of the registrant's common stock are considered to be affiliates.
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TABLE OF CONTENTS
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EXPLANATORY NOTE 3
PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports 4
on Form 8-K -- Exhibit Index.
SIGNATURES 15
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EXPLANATORY NOTE
The section captioned "Exhibit Index" of Item 14 to Part IV of the
Form 10-K of ITC/\DeltaCom, Inc., filed with the SEC on March 25, 1999, is
hereby amended and restated in its entirety by the information set forth in this
Form 10-K/A.
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Part IV
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Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
The section captioned "Exhibit Index" of Item 14 is hereby amended and
restated as follows:
EXHIBIT INDEX
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EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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3.1 Restated Certificate of Incorporation of ITC/\DeltaCom, Inc. (filed
as Exhibit 3.1 to Registration Statement on Form S-4, as amended,
File No. 333-71735 ("February 1999 Form S-4") and incorporated
herein by reference).
3.2 Amended and Restated Bylaws of ITC/\DeltaCom, Inc. (filed as Exhibit
3.2 to Registration Statement on Form S-1, as amended, File No. 333-
36683 ("Form S-1") and incorporated herein by reference).
4.1 Form of Common Stock Certificate of ITC/\DeltaCom, Inc. (filed as
Exhibit 4.1 to Form S-1 and incorporated herein by reference).
10.1 Capacity Agreement dated as of February 1, 1997 between Interstate
FiberNet and Entergy Technology Company (filed as Exhibit 10.1 to
Registration Statement on Form S-4, as amended, File No. 333-31361
(the "1997 Form S-4") and incorporated herein by reference).
10.2 License Agreement dated February 1, 1997 between Interstate FiberNet
and Metropolitan Atlanta Rapid Transit Authority (filed as Exhibit
10.2 to 1997 Form S-4 and incorporated herein by reference).
10.3 Supply Agreement for Transmission Equipment dated March 26, 1993
between Interstate FiberNet and Northern Telecom, Inc. (filed as
Exhibit 10.3 to 1997 Form S-4 and incorporated herein by reference).
10.3.1 Network Products Purchase Agreement, dated as of December 24, 1997,
by and between Interstate FiberNet, Inc., DeltaCom, Inc. and
Northern Telecom, Inc. (filed as Exhibit 10.3.1 to the Company's
Annual Report on Form 10-K, File No. 000-23253 (the "1997 Form
10-K"), filed with the Commission on March 30, 1998 and incorporated
herein by reference).
10.4 First Amendment to Supply Agreement for Transmission Equipment dated
as of September 9, 1993 between Interstate FiberNet and Northern
Telecom, Inc. (filed as Exhibit 10.4 to 1997 Form S-4 and
incorporated herein by reference).
10.5 Second Amendment to Supply Agreement for Transmission Equipment
dated as of January 19, 1994 between Interstate FiberNet and
Northern Telecom, Inc. (filed as Exhibit 10.5 to 1997 Form S-4 and
incorporated herein by reference).
10.6 Sixth Amendment to Supply Agreement for Transmission Equipment dated
as of November 21, 1996 between Interstate FiberNet and Northern
Telecom, Inc. (which supersedes the Third and the Fourth Amendment
to this Agreement) (filed as Exhibit 10.6 to 1997 Form S-4 and
incorporated herein by reference).
10.7 Seventh Amendment to Supply Agreement for Transmission Equipment
dated as of April 15, 1997 between Interstate FiberNet and Northern
Telecom, Inc. (which supersedes the Fifth Amendment to this
Agreement) (filed as Exhibit 10.7 to 1997 Form S-4 and incorporated
herein by reference).
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10.8 Master Capacity Lease dated July 22, 1996 between Interstate
FiberNet and InterCel PCS Services, Inc. (filed as Exhibit 10.8 to
1997 Form S-4 and incorporated herein by reference).
10.9 First Amendment to Master Capacity Lease dated as of August 22, 1996
between Interstate FiberNet and InterCel PCS Services, Inc. (filed
as Exhibit 10.9 to 1997 Form S-4 and incorporated herein by
reference).
10.10 Amended and Restated Loan Agreement dated as of March 27, 1997 by
and among Gulf States Transmission Systems, Inc., the Lenders
parties thereto and NationsBank, N.A. (filed as Exhibit 10.10 to
1997 Form S-4 and incorporated herein by reference).
10.11 Promissory Note dated March 27, 1997 between Gulf States
Transmission Systems, Inc. and NationsBank, N.A. (filed as Exhibit
10.11 to 1997 Form S-4 and incorporated herein by reference).
10.12 Amended and Restated Security Agreement dated as of March 27, 1997
between Gulf States FiberNet and Gulf States Transmission Systems,
Inc. and NationsBank, N.A. (filed as Exhibit 10.12 to 1997 Form S-4
and incorporated herein by reference).
10.13 Assignment and Assumption Agreement dated as of March 27, 1997
between Gulf States FiberNet and Gulf States Transmission Systems,
Inc. (filed as Exhibit 10.13 to 1997 Form S-4 and incorporated
herein by reference).
10.14 Term Agreement dated as of August 11, 1994 between Gulf States
FiberNet and Illinois Central Railroad Company (filed as Exhibit
10.14 to 1997 Form S-4 and incorporated herein by reference).
10.15 Revised and Restated Fiber Optic Facilities and Services Agreement
dated as of June 9, 1995 among Southern Development and Investment
Group, Inc., on behalf of itself and as agent for Alabama Power
Company, Georgia Power Company, Gulf Power Company, Mississippi
Power Company, Savannah Electric and Power Company, Southern
Electric Generating Company and Southern Company Services, Inc. and
MPX Systems, Inc., which was assigned in part by MPX Systems, Inc.
to Gulf States FiberNet pursuant to an Assignment dated as of July
25, 1995 (filed as Exhibit 10.15 to 1997 Form S-4 and incorporated
herein by reference).
10.15.1 Release, Waiver, and Assumption Agreement, dated as of December 31,
1997, between Southern Development Investment Group, Inc., on behalf
of itself and as agent for Alabama Power Company, Georgia Power
Company, Gulf Power Company, Mississippi Power Company, Savannah
Electric and Power Company, Southern Electric Generating Company and
Southern Company Services, Inc. and Interstate FiberNet, Inc. and
Gulf States Transmission Systems, Inc. (filed as Exhibit 10.15.1 to
1997 Form 10-K and incorporated herein by reference).
10.15.2 Amendment to the Revised and Restated Fiber Optic Facilities and
Services Agreement, dated as of January 1, 1998, by and among
Southern Company Energy Solutions, Inc. (f/k/a Southern Development
Group, Inc.), on behalf of itself and as agent for Alabama Power
Company, Georgia Power Company, Gulf Power Company, Mississippi
Power Company, Savannah Electric and Power Company, Southern
Electric Generating Company and Southern Company Services, Inc. and
Interstate FiberNet, Inc. (filed as Exhibit 10.15.2 to Quarterly
Report Form 10-Q (the "November 1998 Form 10-Q"), filed with the
Commission on November 16, 1998, and incorporated herein by
reference).
10.16 First Amendment to Revised and Restated Fiber Optic Facilities and
Services Agreement dated as of July 24, 1995 between Southern
Development and Investment Group, Inc. on behalf of itself and as
agent for others and MPX Systems, Inc. (filed as Exhibit 10.16 to
1997 Form S-4 and incorporated herein by reference).
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10.17 Partial Assignment and Assumption of Revised and Restated Fiber
Optic Facilities and Services Agreement dated July 25, 1995 between
MPX Systems, Inc. and Gulf States FiberNet (filed as Exhibit 10.17
to 1997 Form S-4 and incorporated herein by reference).
+10.17.1 Amendment to Revised and Restated Fiber Optic Facilities and
Services Agreement, dated July 15, 1997, by and among Southern
Development and Investment Group, Inc., on behalf of itself and as
agent for Alabama Power Company, Georgia Power Company, Gulf Power
Company, Mississippi Power Company, Savannah Electric and Power
Company, Southern Electric Generating Company and Southern Company
Services, Inc. (collectively "SES"), ITC Transmission Systems, Inc.
(as managing partner of Interstate Fibernet) and Gulf States
Transmission Systems, Inc. (filed as Exhibit 10.17.1 to 1997 Form
S-4 and incorporated herein by reference).
10.18 Consent for Assignment of Interest dated February 20, 1997 among
SCANA Communications, Inc., Gulf States FiberNet, Gulf States
Transmission Systems, Inc. and Southern Development and Investment
Groups, Inc. (filed as Exhibit 10.18 to 1997 Form S-4 and
incorporated herein by reference).
10.19 Second Partial Assignment and Assumption of Revised and Restated
Fiber Optic Facilities and Services Agreement dated March 27, 1997
between SCANA Communications, Inc. and ITC Holding Company, Inc.
(filed as Exhibit 10.19 to 1997 Form S-4 and incorporated herein by
reference).
10.20 Fiber System Lease Agreement dated January 30, 1996 between CSW
Communications, Inc. and Gulf States FiberNet (filed as Exhibit
10.20 to 1997 Form S-4 and incorporated herein by reference).
10.21 Consent for Acquisition and Assignment dated January 13, 1997
between CSW Communications, Inc. and Gulf States FiberNet (filed as
Exhibit 10.21 to 1997 Form S-4 and incorporated herein by
reference).
10.22 Agreement for the Provision of Fiber Optic Services and Facilities
dated April 21, 1986 between SouthernNet, Inc. and MPX Systems, Inc.
(filed as Exhibit 10.22 to 1997 Form S-4 and incorporated herein by
reference).
10.23 First Amendment to Agreement for the Provision of Fiber Optic
Services and Facilities dated May 8, 1992 between MPX Systems, Inc.
and MCI Telecommunications Corporation (filed as Exhibit 10.23 to
1997 Form S-4 and incorporated herein by reference).
10.24 Second Amendment to Agreement for the Provision of Fiber Optic
Services and Facilities dated January 30, 1996 between MPX Systems,
Inc. and MCI Telecommunications Corporation (filed as Exhibit 10.24
to 1997 Form S-4 and incorporated herein by reference).
10.25 Network Operating Agreement dated March 25, 1996 among Gulf States
FiberNet, TriNet, Inc., Hart Communications, Inc. and SCANA
Communications, Inc. (f/k/a MPX Systems, Inc.) (filed as Exhibit
10.25 to 1997 Form S-4 and incorporated herein by reference).
10.26 Agreement for the Provision of Fiber Optic Facilities and Services
dated March 29, 1990 between Alabama Power Company and Southern
Interexchange Facilities, Inc. (filed as Exhibit 10.26 to 1997 Form
S-4 and incorporated herein by reference).
10.27 Amendment to the Agreement for Provision of Fiber Optic Facilities
and Services dated March 29, 1990 between Alabama Power Company and
Southern Interexchange Facilities, Inc. (filed as Exhibit 10.27 to
1997 Form S-4 and incorporated herein by reference).
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10.28 First Amendment to the Agreement for the Provision of Fiber Optic
Facilities and Services dated March 22, 1991 between Alabama Power
Company and Southern Interexchange Facilities, Inc. (filed as
Exhibit 10.28 to 1997 Form S-4 and incorporated herein by
reference).
10.29 Second Amendment to the Agreement for the Provision of Fiber Optic
Facilities and Services dated December 1, 1991 between Alabama Power
Company and Southern Interexchange Facilities, Inc. (filed as
Exhibit 10.29 to 1997 Form S-4 and incorporated herein by
reference).
10.30 Third Amendment to the Agreement for the Provision of Fiber Optic
Facilities and Services dated September 23, 1992 between Alabama
Power Company and Southern Interexchange Facilities, Inc. (filed as
Exhibit 10.30 to 1997 Form S-4 and incorporated herein by
reference).
10.31 Fourth Amendment to the Agreement for the Provision of Fiber Optic
Facilities and Services dated January 1, 1994 between Alabama Power
Company and Southern Interexchange Facilities, Inc. (filed as
Exhibit 10.31 to 1997 Form S-4 and incorporated herein by
reference).
10.32 Agreement dated March 6, 1990 between Tennessee Valley Authority and
Consolidated Communications Corporation (predecessor to DeltaCom,
Inc.) (filed as Exhibit 10.32 to 1997 Form S-4 and incorporated
herein by reference).
10.32.1 Supplement Agreement; Leased Fiber Pathways, dated as of September
26, 1997, by and between Tennessee Valley Authority and DeltaCom,
Inc. (filed as Exhibit 10.32.1 to 1997 Form 10-K and incorporated
herein by reference).
10.33 Interconnection Agreement signed March 12, 1997 between DeltaCom,
Inc. and BellSouth Telecommunications, Inc. (filed as Exhibit 10.33
to 1997 Form S-4 and incorporated herein by reference).
10.34 Amendment to Interconnection Agreement relating to BellSouth loops
dated March 12, 1997 between DeltaCom, Inc. and BellSouth
Telecommunications, Inc. (filed as Exhibit 10.34 to 1997 Form S-4
and incorporated herein by reference)
10.35 Amendment to Interconnection Agreement relating to resale of
BellSouth services dated March 12, 1997 between DeltaCom, Inc. and
BellSouth Telecommunications, Inc. (filed as Exhibit 10.35 to 1997
Form S-4 and incorporated herein by reference).
10.35.1 Third Amendment to Interconnection Agreement, dated March 12, 1997,
by and between DeltaCom, Inc. and BellSouth Telecommunications, Inc.
(filed as Exhibit 10.35.1 to 1997 Form S-4 and incorporated herein
by reference).
10.35.2 Fourth Amendment to Interconnection Agreement, dated August 22,
1997, by and between DeltaCom, Inc. and BellSouth
Telecommunications, Inc. (filed as Exhibit 10.35.2 to 1997 Form S-4
and incorporated herein by reference).
10.35.3 Amendment to Interconnection Agreement, dated October 3, 1997, by
and between DeltaCom, Inc. and BellSouth Telecommunications, Inc.
(filed as Exhibit 10.35.3 to Form S-1 and incorporated herein by
reference).
10.35.4 Fifth Amendment to Interconnection Agreement, dated July 22, 1998,
by and between DeltaCom, Inc. and BellSouth Telecommunications,
Inc. (filed as Exhibit 10.35.4 to November 1998 Form 10-Q and
incorporated herein by reference).
10.36 Master Equipment Lease Agreement dated October 30, 1995 between AT&T
Systems Leasing Co. and DeltaCom, Inc. (filed as Exhibit 10.36 to
1997 Form S-4 and incorporated herein by reference).
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10.37 Network Products Purchase Agreement dated January 24, 1996, as
amended through March 4, 1997, between DeltaCom, Inc. and Northern
Telecom, Inc. (filed as Exhibit 10.37 to 1997 Form S-4 and
incorporated herein by reference).
10.38 First Amendment to Product Attachment Carrier Network Products,
dated May 20, 1997 (filed as Exhibit 10.38 to 1997 Form S-4 and
incorporated herein by reference).
10.39 Agreement for Use of Optical Fiber System, Microwave Radio Tower
Site and Associated Facilities dated January 2, 1996 between
DeltaCom, Inc. and SCI Systems, Inc. (filed as Exhibit 10.39 to
1997 Form S-4 and incorporated herein by reference).
10.40 Collocate Agreement dated January 7, 1991 between Williams
Telecommunications Services, Inc., and Southern Interexchange
Facilities, Inc. (including consent for change of control) (filed as
Exhibit 10.40 to 1997 Form S-4 and incorporated herein by
reference).
10.41 Agreement dated January 14, 1997 between DeltaCom, Inc. and SCANA
Communications, Inc., for switch location in Columbia, South
Carolina (filed as Exhibit 10.41 to 1997 Form S-4 and incorporated
herein by reference).
10.42 Lease Agreement dated January 1, 1996 between Brindlee Mountain
Telephone Company and DeltaCom, Inc. for, among other purposes,
switch location in Arab, Alabama (filed as Exhibit 10.42 to 1997
Form S-4 and incorporated herein by reference).
10.43 Promissory Note dated March 27, 1997 between ITC Holding Company,
Inc. and SCANA Communications, Inc. (filed as Exhibit 10.43 to 1997
Form S-4 and incorporated herein by reference).
+10.44 Agreement for the Provision of Telecommunications Services and
Facilities, dated January 27, 1996, by and between Interstate
FiberNet, Inc. and Carolinas FiberNet, LLC (filed as Exhibit 10.44
to 1997 Form S-4 and incorporated herein by reference).
+10.44.1 First Amendment to the Agreement for the Provision of
Telecommunications Services and Facilities, dated as of September 1,
1997, by and between Interstate FiberNet, Inc. and Carolinas
FiberNet, LLC. (filed as Exhibit 10.44.1 to 1997 Form 10-K and
incorporated herein by reference) .
+10.45 Fiber Optic Facilities Agreement, dated November 15, 1996, by
and between Interstate FiberNet and Florida Power Corporation (filed
as Exhibit 10.45 to 1997 Form S-4 and incorporated herein by
reference).
+10.46 Fiber Optic Capacity Marketing and Operating Agreement, dated
March 21, 1996, by and between Interstate FiberNet and Florida Power
& Light Company (filed as Exhibit 10.46 to 1997 Form S-4 and
incorporated herein by reference).
+10.47 Addendum to Fiber Optic Capacity Marketing and Operating Agreement,
dated July 10, 1997, by and between Interstate FiberNet and Florida
Power & Light Company (filed as Exhibit 10.47 to 1997 Form S-4 and
incorporated herein by reference).
+10.48 Master Service Agreement, dated May 6, 1996, by and between
Interstate FiberNet and MCI Telecommunications Corporation (filed as
Exhibit 10.48 to 1997 Form S-4 and incorporated herein by
reference).
+10.49 Telecommunications System Maintenance Agreement, dated as of
January 26, 1995, by and between Interstate FiberNet and Sprint
Communications Company L.P. (filed as Exhibit 10.49 to
1997 Form S-4 and incorporated herein by reference).
+10.50 Sprint Communications Company Facilities and Services Agreement,
dated January 26, 1995, by and between Interstate FiberNet and
Sprint Communications Company L.P. (filed as Exhibit 10.50 to 1997
Form S-4 and incorporated herein by reference).
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+10.51 Fiber Optic Facility Lease Agreement, dated as of January 31, 1997,
by and between Interstate FiberNet and Southern Telecom 1, Inc.
(filed as Exhibit 10.51 to 1997 Form S-4 and incorporated herein by
reference).
10.52 First Assignment and Assumption of Fiber Optic Facility Lease
Agreement, dated February 1, 1997, by and between Interstate
FiberNet and Gulf States FiberNet (filed as Exhibit 10.52 to 1997
Form S-4 and incorporated herein by reference).
+10.53 Telecommunications System Agreement, dated January 26, 1995, by and
between Interstate FiberNet and Sprint Communications Company L.P.
(filed as Exhibit 10.53 to 1997 Form S-4 and incorporated herein by
reference).
10.54 Amendment to Telecommunications System Agreement, dated July 25,
1995, by and between Gulf States FiberNet and Sprint Communications
Company L.P. (filed as Exhibit 10.54 to 1997 Form S-4 and
incorporated herein by reference).
+10.55 Amendment No. 2 to Telecommunications System Agreement, dated August
8, 1996, by and between Gulf States FiberNet and Sprint
Communications Company L.P. (filed as Exhibit 10.55 to 1997 Form S-4
and incorporated herein by reference).
+10.56 Assignment of the Telecommunications System Agreement, dated July
25, 1995, between Interstate FiberNet, Gulf States FiberNet and
Sprint Communications Company L.P. (filed as Exhibit 10.56 to 1997
Form S-4 and incorporated herein by reference).
+10.57 Assignment of the Telecommunications System Agreement, dated
February 27, 1997, between Sprint Communications Company L.P., Gulf
States FiberNet and Gulf States Transmission Systems, Inc. (filed as
Exhibit 10.57 to 1997 Form S-4 and incorporated herein by
reference).
10.58 Fixed Fee Agreement for Exchange of Use and Maintenance of Six (6)
Fiber Optic Fibers with an Option of Two (2) Additional Fiber Optic
Fibers, dated July 25, 1997, by and between Interstate FiberNet,
Gulf States Transmission Systems, Inc. and ALLTEL Telephone Services
Corporation (filed as Exhibit 10.58 to 1997 Form S-4 and
incorporated herein by reference).
+10.59 MCI Carrier Agreement, effective August 1, 1995, by and between MCI
Telecommunications Corporation and Associated Communications
Companies of America (ACCA) (filed as Exhibit 10.59 to 1997 Form S-4
and incorporated herein by reference).
+10.60 First Amendment to MCI Carrier Agreement, dated as of March 20,
1996, by and between MCI Telecommunications Corporation and
Associated Communications Companies of America (ACCA) (filed as
Exhibit 10.60 to 1997 Form S-4 and incorporated herein by
reference).
+10.61 Third Amendment to MCI Carrier Agreement, dated as of August 1,
1996, by and between MCI Telecommunications Corporation and
Associated Communications Companies of America (ACCA) (filed as
Exhibit 10.61 to 1997 Form S-4 and incorporated herein by
reference).
10.62 Fourth Amendment to MCI Carrier Agreement dated as of May 1, 1996,
by and between MCI Telecommunications Corporation and Associated
Communications Companies of America (ACCA) (filed as Exhibit 10.62
to 1997 Form S-4 and incorporated herein by reference).
+10.63 Fifth Amendment to MCI Carrier Agreement, dated as of April 10,
1996, by and between MCI Telecommunications Corporation and
Associated Communications Companies of America (ACCA) (filed as
Exhibit 10.63 to 1997 Form S-4 and incorporated herein by
reference).
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+10.64 Sixth Amendment to MCI Carrier Agreement, dated as of September 11,
1996, by and between MCI Telecommunications Corporation and
Associated Communications Companies of America (ACCA) (filed as
Exhibit 10.64 to 1997 Form S-4 and incorporated herein by
reference).
+10.65 Seventh Amendment to MCI Carrier Agreement, dated as of August 1,
1996, by and between MCI Telecommunications Corporation and
Associated Communications Companies of America (ACCA) (filed as
Exhibit 10.65 to 1997 Form S-4 and incorporated herein by
reference).
+10.66 Eighth Amendment to MCI Carrier Agreement, effective March 1, 1997,
by and between MCI Telecommunications Corporation and Associated
Communications Companies of America (ACCA) (filed as Exhibit 10.66
to 1997 Form S-4 and incorporated herein by reference).
+10.67 Ninth Amendment to MCI Carrier Agreement, dated as of May 15, 1997,
by and between MCI Telecommunications Corporation and Associated
Communications Companies of America (ACCA) (filed as Exhibit 10.67
to 1997 Form S-4 and incorporated herein by reference).
10.68 Tenth Amendment to MCI Carrier Agreement, dated July 11, 1997, by
and between MCI Telecommunications Corporation and Associated
Communications Companies of America (ACCA) (filed as Exhibit 10.68
to 1997 Form S-4 and incorporated herein by reference).
+10.69 Switched Reseller Services Agreement, dated January 25, 1994, by and
between DeltaCom, Inc. and Allnet Communication Services, Inc.
(filed as Exhibit 10.69 to 1997 Form S-4 and incorporated herein by
reference).
+10.70 WilTel, Inc. Carrier Digital Services Agreement, dated September 1,
1995, by and between WorldCom Network Services, Inc. d/b/a WilTel,
Associated Communications Companies of America (ACCA) and the
individual members of ACCA referenced therein (filed as Exhibit
10.70 to 1997 Form S-4 and incorporated herein by reference).
+10.71 Amendment to WilTel, Inc. Carrier Digital Services Agreement, dated
April 1, 1996, by and between WorldCom Network Services, Inc. d/b/a/
WilTel, Associated Communications Companies of America (ACCA) and
the individual members of ACCA referenced therein (filed as Exhibit
10.71 to 1997 Form S-4 and incorporated herein by reference).
+10.72 Amendment No. 2 to WilTel, Inc. Carrier Digital Services Agreement,
dated June 1, 1996, by and between WorldCom Network Services, Inc.
d/b/a/ WilTel, Associated Communications Companies of America (ACCA)
and the individual members of ACCA referenced therein (filed as
Exhibit 10.72 to 1997 Form S-4 and incorporated herein by
reference).
+10.73 Amendment No. 3 to WilTel, Inc. Carrier Digital Services Agreement,
dated May 1, 1997, by and between WorldCom Network Services, Inc.
d/b/a/ WilTel, Associated Communications Companies of America (ACCA)
and the individual members of ACCA referenced therein (filed as
Exhibit 10.73 to 1997 Form S-4 and incorporated herein by
reference).
+10.74 Marketing and Operating Agreement, dated as of October 6, 1994, by
and between Interstate FiberNet and DukeNet Communications, Inc.
(filed as Exhibit 10.74 to 1997 Form S-4 and incorporated herein by
reference).
+10.75 Reseller Agreement, dated June 25, 1997, by and between DeltaCom,
Inc. and Total Network Services, a division of Cable & Wireless,
Inc. (filed as Exhibit 10.75 to 1997 Form S-4 and incorporated
herein by reference).
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10.76 Sublease Agreement, dated as of January 1, 1995, by and between ITC
Holding Company, Inc. and ITC Transmission Systems, Inc. (filed as
Exhibit 10.76 to 1997 Form S-4 and incorporated herein by
reference).
10.77.1 $100,000,000 Credit Agreement, dated as of September 17, 1997, among
Interstate FiberNet, Inc., NationsBank of Texas, N.A. as
Administrative Lender, and certain other Lenders identified therein
(the "IFN Credit Agreement") (filed as Exhibit 10.77 to 1997 Form S-
4 and incorporated herein by reference).
10.77.2 First Amendment to Credit Agreement, dated as of October 20, 1997,
among Interstate FiberNet, Inc., NationsBank of Texas, N.A. as
Administrative Lender, and certain other Lenders identified therein
(filed as Exhibit 10.77.2 to Form S-1 and incorporated herein by
reference).
10.77.3 First Amended and Restated Credit Agreement, dated as of February
24, 1998, among Interstate FiberNet, Inc., NationsBank of Texas,
N.A. as Administrative Lender, and certain other Lenders identified
therein (filed as Exhibit 10.77.3 to 1997 Form 10-K and incorporated
herein by reference).
10.77.4 First Amendment, dated November 2, 1998, to the First Amended and
Restated Credit Agreement, dated as of February 24, 1998, among
Interstate FiberNet, Inc., NationsBank of Texas, N.A., as
Administrative Lender, and certain other Lenders identified therein
(filed as Exhibit 10.77.4 to February 1999 Form S-4 and incorporated
herein by reference).
10.77.5 Second Amendment, dated as of February 10, 1999, to the First
Amended and Restated Credit Agreement, dated as of February 24,
1998, among Interstate FiberNet, Inc., NationsBank of Texas, N.A.,
as Administrative Lender, and certain other Lenders identified
therein (filed as Exhibit 10.77.5 to February 1999 Form S-4 and
incorporated herein by reference).
10.78.1 $8,750,000 Revolving Promissory Note, dated as of September 17,
1997, made by Interstate FiberNet, Inc. payable to the order of
NationsBank of Texas, N.A. (filed as Exhibit 10.78.1 to 1997 Form S-
4 and incorporated herein by reference).
10.78.2 $3,750,000 Revolving Promissory Note, dated as of September 17,
1997, made by Interstate FiberNet, Inc. payable to the order of
Amsouth Bank (filed as Exhibit 10.78.2 to 1997 Form S-4 and
incorporated herein by reference).
10.78.3 $5,000,000 Revolving Promissory Note, dated as of September 17,
1997, made by Interstate FiberNet, Inc. payable to the order of
Creditanstalt-Bankverein (filed as Exhibit 10.78.3 to 1997 Form S-4
and incorporated herein by reference).
10.78.4 $5,000,000 Revolving Promissory Note, dated as of September 17,
1997, made by Interstate FiberNet, Inc. payable to the order of
Meespierson Capital Corp. (filed as Exhibit 10.78.4 to 1997 Form S-4
and incorporated herein by reference).
10.78.5 $5,000,000 Revolving Promissory Note, dated as of September 17,
1997, made by Interstate FiberNet, Inc. payable to the order of
State Street Bank and Trust Company (filed as Exhibit 10.78.5 to
1997 Form S-4 and incorporated herein by reference).
10.78.6 $7,500,000 Revolving Promissory Note, dated as of September 17,
1997, made by Interstate FiberNet, Inc. payable to the order of
Corestates Bank, N.A. (filed as Exhibit 10.78.6 to 1997 Form S-4 and
incorporated herein by reference).
10.78.7 $2,500,000 Revolving Promissory Note, dated as of September 17,
1997, made by Interstate FiberNet, Inc. payable to the order of
First Union National Bank (filed as Exhibit 10.78.7 to 1997 Form S-4
and incorporated herein by reference).
10.78.8 $5,000,000 Revolving Promissory Note, dated as of September 17,
1997, made by Interstate FiberNet, Inc. payable to the order of
Regions Bank (filed as Exhibit 10.78.8 to 1997 Form S-4 and
incorporated herein by reference).
</TABLE>
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10.78.9 $7,500,000 Revolving Promissory Note, dated as of September 17,
1997, made by Interstate FiberNet, Inc. payable to the order of
Toronto Dominion (Texas), Inc. (filed as Exhibit 10.78.9 to 1997
Form S-4 and incorporated herein by reference).
10.79.1 $8,750,000 Term Promissory Note, dated as of September 17, 1997,
made by Interstate FiberNet, Inc. payable to the order of
NationsBank of Texas, N.A. (filed as Exhibit 10.79.1 to 1997 Form S-
4 and incorporated herein by reference).
10.79.2 $5,000,000 Term Promissory Note, dated as of September 17, 1997,
made by Interstate FiberNet, Inc. payable to the order of
Creditanstalt-Bankverein (filed as Exhibit 10.79.2 to 1997 Form S-4
and incorporated herein by reference).
10.79.3 $5,000,000 Term Promissory Note, dated as of September 17, 1997,
made by Interstate FiberNet, Inc. payable to the order of
Meespierson Capital Corp. (filed as Exhibit 10.79.3 to 1997 Form S-4
and incorporated herein by reference).
10.79.4 $5,000,000 Term Promissory Note, dated as of September 17, 1997,
made by Interstate FiberNet, Inc. payable to the order of State
Street Bank and Trust Company (filed as Exhibit 10.79.4 to 1997 Form
S-4 and incorporated herein by reference).
10.79.5 $7,500,000 Term Promissory Note, dated as of September 17, 1997,
made by Interstate FiberNet, Inc. payable to the order of Corestates
Bank, N.A. (filed as Exhibit 10.79.5 to 1997 Form S-4 and
incorporated herein by reference).
10.79.6 $2,500,000 Term Promissory Note, dated as of September 17, 1997,
made by Interstate FiberNet, Inc. payable to the order of First
Union National Bank (filed as Exhibit 10.79.6 to 1997 Form S-4 and
incorporated herein by reference)
10.79.7 $5,000,000 Term Promissory Note, dated as of September 17, 1997,
made by Interstate FiberNet, Inc. payable to the order of Regions
Bank (filed as Exhibit 10.79.7 to 1997 Form S-4 and incorporated
herein by reference).
10.79.8 $7,500,000 Term Promissory Note, dated as of September 17, 1997,
made by Interstate FiberNet, Inc. payable to the order of Toronto
Dominion (Texas), Inc. (filed as Exhibit 10.79.8 to 1997 Form S-4
and incorporated herein by reference).
10.79.9 $3,750,000 Term Promissory Note, dated as of September 17, 1997,
made by Interstate FiberNet, Inc. payable to the order of Amsouth
Bank (filed as Exhibit 10.79.9 to 1997 Form S-4 and incorporated
herein by reference).
10.80.1 Security Agreement, dated as of September 17, 1997, made by
Interstate FiberNet, Inc. in favor of NationsBank of Texas, N.A., as
Administrative Lender, and each other lender party to the IFN Credit
Agreement (filed as Exhibit 10.80.1 to 1997 Form S-4 and
incorporated herein by reference).
10.80.2 Security Agreement, dated as of September 17, 1997, made by
DeltaCom, Inc. in favor of NationsBank of Texas, N.A., as
Administrative Lender, and each other lender party to the IFN Credit
Agreement (filed as Exhibit 10.80.2 to 1997 Form S-4 and
incorporated herein by reference).
10.80.3 Security Agreement, dated as of September 17, 1997, made by Gulf
States Transmission Systems, Inc. in favor of NationsBank of Texas,
N.A., as Administrative Lender, and each other lender party to the
IFN Credit Agreement (filed as Exhibit 10.80.3 to 1997 Form S-4 and
incorporated herein by reference).
10.81.1 Indenture, dated as of June 3, 1997, between ITC/\DeltaCom, Inc. and
United States Trust Company of New York, as Trustee, relating to the
11% Senior Notes due 2007 of ITC/\DeltaCom, Inc. (filed as Exhibit
4.1 to 1997 Form S-4 and incorporated herein by reference).
</TABLE>
12
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10.81.2 Supplemental Indenture, dated as of October 17, 1997, between
ITC/\DeltaCom, Inc. and United States Trust Company of New York, as
Trustee (filed as Exhibit 10.82.2 to Form S-1 and incorporated herein
by reference).
10.83 Pledge and Security Agreement dated as of June 3, 1997 from
ITC/\DeltaCom, Inc. as Pledgor to United States Trust Company of New
York as Trustee (filed as Exhibit 4.3 to 1997 Form S-4 and
incorporated herein by reference).
10.84 Form of Exchange Note relating to 11% Senior Notes due 2007
(contained in Indenture filed as Exhibit 10.81.1).
10.85 Assignment and Contribution Agreement Pursuant to Pledge and Security
Agreement dated as of July 25, 1997, by and among ITC/\DeltaCom,
Inc., Interstate FiberNet, Inc. and United States Trust Company of
New York, as Trustee (filed as Exhibit 4.5 to 1997 Form S-4 and
incorporated herein by reference).
+10.86 MCI Carrier Agreement, effective September 1, 1997, by and between
MCI Telecommunications Corporation and Associated Communications
Companies of America (ACCA) (filed as Exhibit 10.87 to Form S-1 and
incorporated herein by reference).
+10.86.1 First Amendment to the MCI Carrier Agreement, dated as of November
21, 1997, by and between MCI Telecommunications Corporation and
Associated Communication Companies of America (ACCA) (filed as
Exhibit 10.87.1 to 1997 Form 10-K and incorporated herein by
reference).
10.87 ITC/\DeltaCom, Inc. 1997 Stock Option Plan (filed as Exhibit 10.88 to
Form S-1 and incorporated herein by reference).
10.88 ITC/\DeltaCom, Inc. 1997 Director Stock Option Plan (filed as Exhibit
10.89 to Form S-1 and incorporated herein by reference).
10.89 ITC Holding Company, Inc. Amended and Restated Stock Option Plan
(filed as Exhibit 10.90 to Form S-1 and incorporated herein by
reference).
10.90 ITC Holding Company, Inc. Nonemployee Director Stock Option Plan
(filed as Exhibit 10.91 to Form S-1 and incorporated herein by
reference).
10.91 Description of ITC/\DeltaCom, Inc. Bonus Plan (filed as Exhibit 10.92
to Form S-1 and incorporated herein by reference).
10.92 Form of Indemnity Agreement between ITC/\DeltaCom, Inc. and its
Directors and Certain Officers (filed as Exhibit 10.93 to Form S-1
and incorporated herein by reference).
10.93 Sale and Purchase Agreement, dated as of March 11, 1997, by and
between SCANA Corporation and ITC Holding Company, Inc. (filed as
Exhibit 10.94 to Form S-1 and incorporated herein by reference).
10.94 First Amendment to Sale and Purchase Agreement dated as of
October 16, 1997, among SCANA Corporation, SCANA Communications,
Inc., ITC Holding Company, Inc. and ITC/\DeltaCom, Inc. (filed as
Exhibit 10.95 to Form S-1 and incorporated herein by reference).
10.95 Indenture dated March 3, 1998 between ITC/\DeltaCom, Inc. and United
States Trust Company of New York, as Trustee, relating to the 8-7/8%
Senior Notes due 2008 of ITC/\DeltaCom, Inc. (filed as Exhibit 4.2 to
1997 Form 10-K and incorporated herein by reference).
10.96 Form of Exchange Note relating to 8-7/8% Senior Notes due 2008
(contained in Indenture filed as Exhibit 10.96).
</TABLE>
13
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10.97 Indenture dated as of November 5, 1998 between ITC/\DeltaCom, Inc. and
United States Trust Company of New York, as Trustee, relating to the
9-3/4% Senior Notes due 2008 of ITC/\DeltaCom, Inc. (filed as Exhibit
4.2 to February 1999 Form S-4) and incorporated herein by reference).
10.98 Form of Exchange Note relating to 9-3/4% Senior Notes due 2008
(contained in Indenture filed as Exhibit 10.98).
12.1 Statement regarding Computation of Ratios
21.1 Subsidiaries of ITC/\DeltaCom, Inc.
23.1 Consent of Arthur Andersen LLP.
27.1 Financial Data Schedule for the year ended December 31, 1998.
</TABLE>
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+ Confidential treatment has been granted for this exhibit. The copy
filed as an exhibit omits the information subject to the confidential
treatment request.
</TABLE>
14
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to report to
be signed on its behalf by the undersigned, thereunto duly authorized.
ITC/\DELTACOM, INC.
By /s/ Andrew M. Walker
--------------------
Andrew M. Walker
Chief Executive Officer
DATE: April 30, 1999
15
