ITC DELTACOM INC
EXHIBIT - 10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>5
<FILENAME>dex101.txt
<DESCRIPTION>EXHIBIT - 10.1
<TEXT>
<PAGE>

                                                                    Exhibit 10.1


                                AMENDMENT NO. 1
                                      TO
                             INVESTMENT AGREEMENT


          AMENDMENT NO. 1 TO INVESTMENT AGREEMENT, dated as of May 29, 2001
(this "Amendment"), made by and among ITC/\DeltaCom, Inc., a Delaware
       ---------
corporation (the "Company"), ITC Holding Company, Inc., a Delaware corporation
                  -------
("Holding"), SCANA Corporation, a South Carolina corporation ("SCANA"), and HBK
  -------                                                      -----
Master Fund L.P., a Cayman Islands limited partnership ("HBK").
                                                         ---

                             W I T N E S S E T H :
                             - - - - - - - - - -

          WHEREAS, upon the terms and subject to the conditions set forth in the
Investment Agreement, dated as of February 27, 2001, between the Company and
Holding (the "Agreement"), the Company has agreed to sell to Holding and Holding
              ---------
has agreed to purchase from the Company (i) up to 150,000 shares in multiple
series of cumulative convertible preferred stock, par value $.01 per share, of
the Company (the "Series B Preferred Stock") and (ii) warrants (the "Warrants")
                  ------------------------                           --------
to purchase shares of the Common Stock, par value $.01 per share, of the Company
(the "Common Stock");
      ------------

          WHEREAS, pursuant and subject to Section 9.6 of the Agreement, Holding
has assigned to SCANA the right of Holding under the Agreement to purchase up to
25,000 shares of Series B Preferred Stock for an aggregate purchase price of up
to $25,000,000 and related Warrants having an aggregate exercise price of up to
$7,500,000, together with the obligations of Holding under the Agreement with
respect to the purchase of such Series B Preferred Stock and Warrants (the
"Assignment to SCANA");
 -------------------

          WHEREAS, pursuant and subject to Section 9.6 of the Agreement, Holding
has assigned to HBK the right of Holding under the Agreement to purchase up to
25,000 shares of Series B Preferred Stock for an aggregate purchase price of up
to $25,000,000 and related Warrants having an aggregate exercise price of up to
$7,500,000, together with the obligations of Holding under the Agreement with
respect to the purchase of such Series B Preferred Stock and Warrants (the
"Assignment to HBK"); and
 -----------------

          WHEREAS, the Company, Holding, SCANA and HBK wish to enter into this
Amendment to amend the Agreement in connection with the Assignment to SCANA and
the Assignment to HBK and to provide for certain other amendments to the
Agreement;

<PAGE>

          NOW, THEREFORE, in consideration of the premises and the mutual
representations, warranties, covenants and agreements set forth in this
Amendment, the parties hereto agree as follows:

          1.   Defined Terms; Definitions.  Capitalized terms that are used but
               --------------------------
not defined in this Amendment shall have the meanings ascribed to such terms in
the Agreement. Capitalized terms that are used in this Amendment and defined
herein shall have the same meanings in the Agreement, as amended by this
Amendment.  The following terms shall have the following meanings:

          "Draw Down Floor Price" shall mean, with respect to any Draw Down
           ---------------------
Closing, the price per share of Common Stock which is equal to 80% of the Draw
Down Notice Price.

          "Draw Down Notice Price" shall mean, with respect to any Draw Down
           ----------------------
Closing, the average of the daily Market Prices of the Common Stock for the 20
consecutive trading days ending on the Business Day immediately preceding the
date of the Draw Down Notice delivered by the Company with respect to such Draw
Down Closing.

          "Draw Down Reference Price" shall mean, with respect to any Draw Down
           -------------------------
Closing, the average of the daily Market Prices of the Common Stock for the 20
consecutive trading days ending on the second Business Day immediately preceding
the scheduled Closing Date for such Draw Down Closing.

          "Litigation" shall mean the action entitled Osher v. ITC Holding
           ----------
Company, Inc., et al., Civil Action No. 18837, filed in the Court of Chancery of
the State of Delaware, in and for New Castle County.

          "Market Price" shall have the meaning given to such term in the Series
           ------------
B Certificate of Designation.

          "PUHCA" shall mean the Public Utility Holding Company Act of 1935, as
           -----
amended, or any successor federal statute, in each case as the same shall be in
effect at the time.

          "Securities Purchase Percentage" shall mean, with respect to any
           ------------------------------
Purchaser, the percentage of the aggregate purchase price of the Preferred
Shares to be issued and sold by the Company at any Closing that such Purchaser
shall be obligated to purchase at such Closing. Before any reduction of the
Commitment Amount pursuant to Section 1.1(c) of the Agreement, as amended by
this Amendment, such percentage shall equal:

          (i)   with respect to Holding, 66.666%;

          (ii)  with respect to SCANA, 16.667%; and


                                       2

<PAGE>

          (iii) with respect to HBK, 16.667%.

After any reduction of the Commitment Amount pursuant to Section 1.1(c) of the
Agreement, as amended by this Amendment, the Securities Purchase Percentage for
any Purchaser as of any date shall be the amount, expressed as a percentage,
which is obtained by dividing (x) the aggregate purchase price of the Preferred
Shares which may be issued and sold by the Company to such Purchaser under the
Agreement from and after such date by (y) the aggregate purchase price of the
Preferred Shares which may be issued and sold by the Company to all Purchasers
under the Agreement from and after such date.

          "Special Committee" shall mean the special committee of the Company
           -----------------
Board which is composed of James V. Martin and Larry F. Williams as of the date
of this Amendment and which thereafter shall include only such additional or
replacement directors who are selected by a majority of the members of such
special committee and who, with respect to any Draw Down Closing, are not
affiliated with, and do not have a direct ownership interest in the capital
stock of, any prospective purchaser of Securities pursuant to such Draw Down
Closing at the time of the determination of the Special Committee with respect
to such Draw Down Closing pursuant to Section 4.17 of the Agreement, as amended
by this Amendment.

          2.  Assignments. (a) The Company hereby acknowledges the Assignment to
              -----------
SCANA and the Assignment to HBK.

          (b) By executing and delivering this Amendment, SCANA and HBK each
shall be deemed a Purchaser and a Permitted Assignee under the Agreement and,
except as expressly provided in the Agreement, as amended by this Amendment,
SCANA and HBK each shall be bound by all of the terms, conditions and covenants
of the Agreement that are applicable to the Purchaser and to Securities held by
the Purchaser.  Except as expressly provided in the Agreement, as amended by
this Amendment, each reference in the Agreement to "Purchaser" shall be to each
of Holding, SCANA and HBK and each reference in the Agreement, as amended by
this Amendment, to "Purchasers" shall be to all of Holding, SCANA and HBK.

          (c) The obligations of each Purchaser under the Agreement are several
and not joint with the obligations of any other Purchaser, and, subject to
Holding's obligations pursuant to the third sentence of Section 9.6 of the
Agreement, no Purchaser shall be responsible in any way for the performance of
the obligations of any other Purchaser. Nothing contained in this Amendment or
the Agreement shall be deemed to constitute the Purchasers as a partnership, an
association, a joint venture or any other kind of entity, or create a
presumption that the Purchasers are in any way acting in concert or as a group
with respect to such obligations or the transactions contemplated by the
Agreement. Each Purchaser shall be entitled to independently protect and enforce
its rights, and it shall not be


                                       3

<PAGE>

necessary for any other Purchaser to be joined as an additional party in any
proceeding for such purpose.

          3.   Representation and Warranty of the Company.  The Company
               ------------------------------------------
represents and warrants to each Purchaser that it is an "exempt telecommuni-
cations company" as defined in Section 34(a)(1) of PUHCA (an "ETC").
                                                              ---

          4.   Representations and Warranties of SCANA and HBK.  (a)  SCANA and
               -----------------------------------------------
HBK, severally and not jointly, hereby make to the Company as of the date of
this Amendment and as of each Closing Date each of the representations and
warranties set forth in Article III of the Agreement, excluding the
representations and warranties set forth in the last sentence of Section 3.2 and
in Sections 3.6 and 3.14 of the Agreement.  The representations and warranties
of SCANA set forth in the last sentence of Section 3.9 and in Section
3.10(ii)(a) of the Agreement and in the second sentence of Section 4(b)(iii) of
this Amendment are made subject to the qualification that the representation and
warranty of the Company set forth in Section 3 of this Amendment is true and
correct.

          (b)  SCANA further represents and warrants to the Company as of the
date of this Amendment and as of each Closing Date as follows:

               (i)   SCANA has total assets of at least $250,000,000.

               (ii)  SCANA's principal offices and the offices in which it made
          its decision to purchase the Securities are located in the State of
          South Carolina.

               (iii) SCANA is registered with the SEC as a public utility
          holding company under PUHCA.  Neither the execution, delivery or
          performance by SCANA of this Amendment nor the performance by SCANA of
          the Agreement, as amended by this Amendment, or any of the other
          Transaction Documents to which SCANA is a party, including the
          acquisition and ownership of the Securities by SCANA, shall result in
          the Company or any of its Subsidiaries becoming subject to regulation
          pursuant to PUHCA or the rules and regulations promulgated thereunder
          (the "PUHCA Regulations") other than such regulation which is
                -----------------
          applicable to an ETC that is an affiliate of a public utility holding
          company registered under PUHCA.  Neither the Company nor any of its
          Subsidiaries shall be required prior to, in connection with, or as a
          result of the acquisition and ownership of Securities by SCANA to make
          or obtain any Consents, Approvals and Filings with the SEC, the
          Federal Communications Commission or any other Governmental Entity
          pursuant to PUHCA or the PUHCA Regulations, other than a filing by the
          Company with, and a


                                       4

<PAGE>

          determination by, the Federal Communications Commission with respect
          to the Company's status as an ETC.

          (c)  HBK further represents and warrants to the Company as of the date
of this Amendment and as of each Closing Date as follows:

               (i)   HBK has total assets of at least $250,000,000 and is a
          "qualified institutional buyer" within the meaning of Rule 144A under
          the Securities Act.

               (ii)  The principal offices of HBK's discretionary investment
          manager and the offices in which such investment manager made its
          decision to purchase the Securities are located in the State of Texas.

               (iii) As of the date of this Amendment, HBK is the beneficial
          owner of less than 5% of the Common Stock outstanding as of such date.

               (iv)  Neither HBK nor any Affiliate of HBK shall be required to
          make or obtain any Consents, Approvals and Filings under the HSR Act
          in order to purchase Preferred Shares and Warrants at the Initial
          Closing.

          5.   Amendment of Section 1.1.  (a)  Section 1.1(a) of the Agreement
               ------------------------
is hereby amended by deleting clause (ii) of the first sentence thereof and
substituting in lieu thereof the following:

               (ii)  Warrants having an initial exercise price per share of
               Common Stock that is equal to the Applicable Conversion Price (as
               defined in Section 1.5) of the Preferred Shares issued and sold
               at such Closing.

          (b)  The second paragraph of Section 1.1(b) of the Agreement is hereby
amended by adding the following sentence to the end of such paragraph:

               For purposes of this paragraph, the references to the Purchaser
               shall mean Holding.

          (c)  Section 1.1(c) of the Agreement is hereby amended by adding the
following sentence to the end of Section 1.1(c):

               Any reduction in the Commitment Amount pursuant to the
               immediately preceding sentence shall first reduce the aggregate
               purchase price of the Preferred Shares and Warrants which Holding
               is obligated to purchase during the Commitment Period until such
               obligation of Holding is reduced to $0, and shall then


                                       5

<PAGE>

                 reduce, on a pro rata basis in accordance with their
                 respective Securities Purchase Percentages, the purchase
                 price of the Preferred Shares and Warrants which the other
                 Purchasers are obligated to purchase during the Commitment
                 Period.

          (d)    Section 1.1 is hereby amended by adding the following
paragraph (d):
                 (d) References in this Section 1.1 to the sale of Preferred
                 Shares and Warrants to the Purchaser at any Closing shall
                 mean, as to each Purchaser, the Securities Purchase
                 Percentage of such Purchaser.  The obligations of each
                 Purchaser to purchase Preferred Shares and Warrants pursuant
                 to Section 1.1 shall be several and not joint.

          6.     Amendment of Section 1.3. Section 1.3(a) of the Agreement is
                 ------------------------
hereby amended by adding the following provisions to the end of Section 1.3(a):

                 Notwithstanding any other provision of this Agreement, the
                 Company shall have the right, but shall not be obligated, to
                 withdraw any Draw Down Notice and to terminate its
                 obligation under this Agreement to issue the Preferred
                 Shares and Warrants specified in such Draw Down Notice if,
                 with respect to the Draw Down Closing specified in such Draw
                 Down Notice, (i) the Draw Down Reference Price is less than
                 the Draw Down Floor Price and (ii) the Applicable Conversion
                 Price (as calculated in accordance with Section 1.5) of such
                 Preferred Shares would be less than the Initial Series B
                 Conversion Price (as defined in Section 1.5). To exercise
                 such right of withdrawal with respect to any scheduled Draw
                 Down Closing Date, the Company shall provide each Purchaser
                 with written notice of exercise of such withdrawal not later
                 than the second Business Day immediately preceding such
                 scheduled Draw Down Closing Date.

          7.     Amendment of Section 1.5. Section 1.5 of the Agreement is
                 ------------------------
hereby amended by deleting the second sentence thereof and substituting in lieu
thereof the following sentence:

                 The Applicable Conversion Price of the Preferred Shares that
                 shall be issued and sold to the Purchaser on each Draw Down
                 Closing Date shall be equal to the lower of (a) the Initial
                 Series B Conversion Price or (b) the sum of (A) the average
                 of the daily Market Prices of the Common Stock for the 20
                 consecutive trading days ending on the second Business Day
                 immediately

                                       6

<PAGE>

                 preceding such Draw Down Closing Date plus (B) 15% of the
                 amount specified in clause (A).

          8.     Amendment of Article II. (a) Section 2.8 of the Agreement is
                 -----------------------
hereby amended by adding the following after "securities laws" in clause
(iii)(c):

                 or under PUHCA in connection with a determination by the
                 Federal Communications Commission with respect to the
                 Company's status as an ETC,

          (b)       Section 2.11 of the Agreement is hereby amended by inserting
"Robert W. Baird & Co. Incorporated," immediately before "Banc of America
Securities LLC."

          9.     Amendment of Section 4.5. Section 4.5 of the Agreement is
                 ------------------------
hereby amended by deleting "May 31, 2001" and substituting in lieu thereof "June
30, 2001."

          10.    Amendment of Section 4.11. Section 4.11(a) of the Agreement
                 -------------------------
is hereby amended by adding the following sentences to the end of Section
4.11(a):

                 Notwithstanding the preceding sentence, if the Purchaser or
                 any of its authorized representatives becomes legally
                 required pursuant to applicable law or regulation (including
                 securities laws or regulations or the regulations of the NMS
                 or any applicable stock exchange) or regulatory, legal or
                 judicial process (including by deposition, interrogatory,
                 request for documents, subpoena or similar process) to
                 disclose any of the Confidential Information, the Purchaser
                 shall provide the Company with prompt prior written notice
                 of such requirement so that the Company may seek a
                 protective order or other appropriate remedy or waive in
                 writing compliance with the provisions of this Agreement. If
                 such protective order or other remedy is not obtained and
                 such a written waiver has not been received from the Company
                 that would permit such required disclosure, the Purchaser
                 and its authorized representatives shall disclose only that
                 portion of the Confidential Information which the Purchaser
                 is advised in the opinion of its counsel is legally required
                 to be disclosed and shall take all reasonable steps to
                 preserve the confidentiality of the Confidential Information
                 by cooperating with the Company to obtain an appropriate
                 protective order or other reliable assurance that
                 confidential treatment will be accorded the Confidential
                 Information.

          11.    Amendment of Article IV. Article IV of the Agreement is
                 -----------------------
hereby amended by adding a new Section 4.17, which shall read in its entirety as
follows:

                                       7



<PAGE>

               4.17  Special Committee Approval.  The Company shall not issue
                     --------------------------
               and sell any Preferred Shares or Warrants at any Draw Down
               Closing unless the Special Committee shall have authorized and
               approved such issuance and sale by the Company at such Draw Down
               Closing before the Company's delivery of the Draw Down Notice
               with respect to such Draw Down Closing. Before the Special
               Committee acts to grant or withhold such authorization and
               approval, the Special Committee shall engage a nationally
               recognized investment bank to undertake and present to the
               Special Committee a review of alternative financing options then
               available to the Company. Such review shall include an assessment
               by such investment bank of the following matters:

               (i)    the state of public debt, public equity and public
                      convertible securities markets and the Company's ability
                      to participate in such markets;

               (ii)   potential private market alternative financing
                      arrangements; and

               (iii)  prospects for financing from strategic investors.

               In determining whether to authorize and approve the issuance and
               sale of Preferred Shares and Warrants at any Draw Down Closing,
               the Special Committee shall consider the foregoing matters in the
               context of timing requirements, execution risk and other factors
               which the Special Committee shall deem appropriate.

          12.  Amendment of Section 5.2.  Section 5.2 of the Agreement is hereby
               ------------------------
amended by adding the following paragraph (c):

               (c)   SCANA shall not Transfer any of the Securities held by
               SCANA to any Affiliate of SCANA whose acquisition or ownership of
               such Securities would reasonably be likely to result in the
               Company or any of its Subsidiaries becoming subject to regulation
               pursuant to PUHCA or the PUHCA Regulations other than such
               regulation which is applicable to an ETC that is an affiliate of
               a public utility holding company registered under PUHCA.

          13.  Amendment of Section 5.4.   Section 5.4 of the Agreement is
               ------------------------
hereby amended and restated in its entirety as follows:

                                       8

<PAGE>

                    5.4 No Short Sales. (a) From the date of this Agreement
                        --------------
                    through the expiration of the Commitment Period, except as
                    provided in Section 5.4(b) with respect to HBK and HBK's
                    Affiliates, the Purchaser shall comply, and shall use its
                    commercially reasonable efforts to cause its Affiliates to
                    comply, with Section 16(c) of the Exchange Act with respect
                    to transactions in the Common Stock to the same extent as if
                    Section 16(c) of the Exchange Act applied by its terms to
                    the Purchaser and such Affiliates.

                    (b) Section 5.4(a) shall not apply to HBK or its Affiliates,
                    which shall instead be subject to this Section 5.4(b). From
                    the date of this Agreement until such date as HBK no longer
                    owns any Securities, HBK shall not engage in any Short Sales
                    and shall use its commercially reasonable efforts to cause
                    its Affiliates not to engage in any Short Sales. For
                    purposes of this Section 5.4(b), "Short Sale" shall mean,
                                                      ----------
                    with respect to HBK or any Affiliate thereof, a sale of
                    Common Stock executed at a time when HBK or such Affiliate,
                    as the case may be, has no equivalent offsetting long
                    position in the Common Stock.  For purposes of determining
                    whether HBK or any Affiliate thereof has an equivalent
                    offsetting long position in the Common Stock, the following
                    shares of Common Stock shall be included as if held long by
                    HBK or such Affiliate as of any date:

                    (i)       shares of Common Stock issuable within 60 days
                              after such date upon conversion or exercise of
                              convertible securities, including Preferred Shares
                              and Warrants, but excluding Convertible Notes
                              acquired by HBK or such Affiliate after May 1,
                              2001, which are issued and outstanding and owned
                              by HBK or such Affiliate as of such date;

                    (ii)      shares of Common Stock issuable upon conversion or
                              exercise of Preferred Shares and Warrants to be
                              issued and sold to HBK at (A) the Initial Closing
                              and (B) any Draw Down Closing as set forth in the
                              Draw Down Notice relating to such Draw Down
                              Closing, from and after the date the Company shall
                              deliver such Draw Down Notice to HBK; and

                    (iii)     shares of Common Stock which HBK or such Affiliate
                              shall be obligated to purchase pursuant to any
                              contract other than this Agreement within 60 days
                              after such date.

                                       9

<PAGE>

                    For the avoidance of doubt, a call option shall not be
                    deemed to be a contract of the type referred to in clause
                    (iii) above. In engaging in transactions in the Common
                    Stock, HBK shall comply, and shall use its commercially
                    reasonable efforts to cause its Affiliates to comply, with
                    Sections 9 and 10 of the Exchange Act and the regulations
                    thereunder.

               14.  Amendment of Article VI.  Holding, SCANA and HBK hereby
                    -----------------------
agree with the Company that the pendency of the Litigation shall not constitute
a failure of any condition to the obligations of Holding, SCANA or HBK to
consummate the transactions contemplated by the Agreement to be consummated at
any Closing if there is filed with the Court of Chancery of the State of
Delaware, in and for New Castle County, before the Initial Closing a Stipulation
of Settlement on substantially the same terms and conditions which are set forth
in the Memorandum of Understanding dated May 29, 2001 with respect to the
Litigation.

               15.  Amendment of Section 7.1.  Section 7.1(b) is hereby
                    ------------------------
amended by deleting "June 30, 2001" and substituting in lieu thereof "July 31,
2001."

               16.  Amendment of Section 7.2.  Section 7.2 of the Agreement is
                    ------------------------
hereby amended by deleting therefrom the reference to Sections "4.1, 4.11, 9.2,
9.3, 9.4, 9.8, 9.9, 9.15, 9.16 and 9.17" and substituting in lieu thereof the
reference to Sections "4.1, 4.6, 4.8, 4.11, 9.1, 9.2, 9.3, 9.4, 9.8, 9.9, 9.13,
9.14, 9.15, 9.16, 9.17 and 9.18."

               17.  Amendment of Section 9.1.  Section 9.1 of the Agreement is
                    ------------------------
hereby amended by deleting clause (ii) of the definition of "Maximum Draw Down
Amount" set forth in Section 9.1 and substituting in lieu thereof the following:

                    (ii)  for the initial Draw Down, $40,000,000, and for any
                    subsequent Draw Down, $30,000,000.

               18.  Amendment of Section 9.11.  Section 9.11 of the Agreement is
                    -------------------------
hereby amended by deleting the first sentence thereof and substituting in lieu
thereof the following sentence:

                    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 the Company, Holding, SCANA and HBK;
                    provided that the consent of SCANA and HBK shall not be
                    required to amend this Agreement solely in connection with
                    the assignment by Holding of its right to purchase Preferred
                    Shares and Warrants under the Agreement in accordance with
                    Section 9.6 of the Agreement unless such amendment adversely
                    affects the rights of SCANA

                                      10

<PAGE>

                    or HBK hereunder, in which event SCANA or HBK, as the case
                    may be, shall be required to consent to such amendment
                    before it shall become effective.

               19.  Amendment of Section 9.9.  Section 9.9 of the Agreement is
                    ------------------------
hereby amended by deleting the last sentence thereof and substituting in lieu
thereof the following sentence:

                    Notices, demands, requests, consents or other communications
                    required or desired to be delivered to any Permitted
                    Assignee or any permitted transferee of the Purchaser having
                    rights or obligations pursuant to this Agreement shall be
                    addressed to such Person at the address and/or to the
                    attention of such person as such Person shall designate by
                    written notice to the Company.

               20.  Amendment of Registration Rights Agreement in the Form of
                    ----------------------------------------------------------
Exhibit 4.13.  (a) Section 4(a)(1) of the Registration Rights Agreement is
------------
hereby amended by deleting the first sentence thereof and substituting in lieu
thereof the following sentence:

                    The Company shall file the Initial Shelf Registration
                    Statement with the SEC not later than (x) 180 days following
                    the Initial Closing Date or (y) such later date not later
                    than December 31, 2001 as the Initial Purchaser shall
                    designate in a written notice to the Company delivered
                    within 150 days following the Initial Closing Date.

               (b)  Section 6(b) of the Registration Rights Agreement is hereby
amended by adding "use commercially reasonable efforts to" immediately before
"ensure" in each of the first and second sentences of Section 6(b).

               (c)  Section 15 of the Registration Rights Agreement is hereby
amended by adding the following at the end of the first sentence of Section 15:

                    ; provided, that if any such amendment, modification,
                    supplement, waiver or consent would adversely affect any
                    Holder of Registrable Securities relative to any Holder or
                    Holders of Registrable Securities voting in favor of such
                    amendment, modification, supplement, waiver or consent, such
                    amendment, modification, supplement, waiver or consent shall
                    also require the written consent of such Holder or Holders,
                    as the case may be, of a majority of the outstanding
                    Registrable Securities held by all Holders so adversely
                    affected.

                                      11

<PAGE>

          21.  Binding Effect.  This Amendment shall be binding upon and inure
               --------------
to the benefit of the parties hereto and their heirs, executors, administrators,
successors and permitted assigns.

          22.  Assignment by SCANA.  From and after the date of this Amendment,
               -------------------
SCANA shall have the right, without the prior written consent of the Company or
the other Purchasers, to assign all of its rights, obligations and liabilities
under the Agreement, as amended by this Amendment, to a single direct or
indirect wholly owned subsidiary of SCANA, provided that, unless (i) such
assignee subsidiary shall have, and shall have furnished Holding and the Company
with information that establishes that it has, total assets of at least
$250,000,000, or (ii) SCANA or a direct or indirect wholly owned subsidiary of
SCANA with total assets of at least $250,000,000 shall have executed a
guarantee, in form and scope satisfactory to Holding and the Company, of the
performance of such assignee subsidiary's obligations and liabilities under the
Agreement, as amended by this Amendment, no such assignment shall relieve SCANA
of its obligations or liabilities under the Agreement, as amended by this
Amendment. As a condition of any such assignment, such assignee subsidiary shall
be deemed to have made all of the representations and warranties of SCANA set
forth in the Agreement, as amended by this Amendment (excluding the
representations and warranties set forth in Sections 4(b)(i) and (b)(ii) of this
Amendment, to the extent not applicable to such assignee subsidiary, and in the
first sentence of Section 4(b)(iii) of this Amendment). From and after the
effective date of any such assignment, all references in the Agreement, as
amended by this Amendment, to SCANA shall be to such assignee subsidiary unless
the context requires otherwise.

          23.  Enforceability and Interpretation.  It is the intention of the
               ---------------------------------
parties to this Amendment that the terms and provisions contained in this
Amendment shall be enforceable to the fullest extent permitted by law.  If any
term or provision of this Amendment or the application thereof to any Person or
circumstance is construed to be illegal, invalid or unenforceable, in whole or
in part, then such term or provision shall be construed in such a manner as to
permit its enforceability under applicable law to the fullest extent permitted
by such law.  In any case, the remaining terms and provisions of this Amendment
or the application thereof to any Person or circumstance, except those terms and
provisions which have been held illegal, invalid or unenforceable, shall remain
in full force and effect.

          24.  Counterparts.  This Amendment 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 of such counterparts taken together shall
constitute one and the same Amendment.

          25.  Captions.  Captions to the Sections in this Amendment are for the
               --------
convenience of the parties only and shall not affect the meaning or
interpretation of this Amendment.

                                      12

<PAGE>

          26.  Additional Documents.  At any time or from time to time after the
               --------------------
date of this Amendment, the Company, on the one hand, and each Purchaser, on the
other hand, agree to cooperate with each other, and at the request of any party,
to execute and deliver any further instruments or documents and to take all such
further action as such other party may reasonably request in order to evidence
or effectuate the consummation of the transactions contemplated by this
Amendment and to otherwise carry out the intent of the parties hereunder.

          27.  Governing Law.  This Amendment 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.


                           [signature page follows]

                                      13

<PAGE>

          IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Amendment as of the date first written above.

                                              COMPANY:


                                              ITC/\DELTACOM, INC.


                                              By: /s/ Douglas A. Shumate
                                                 ---------------------------
                                              Name:  Douglas A. Shumate
                                              Title: Senior Vice President

                                              PURCHASERS:

                                              ITC HOLDING COMPANY, INC.


                                              By:  /s/ Kimberley E. Thompson
                                                 ------------------------------
                                              Name:  Kimberley E. Thompson
                                              Title: Senior Vice President


                                              SCANA CORPORATION


                                              By: /s/ Mark R. Cannon
                                                  ----------------------------
                                              Name:  Mark R. Cannon
                                              Title: Controller


                                              HBK MASTER FUND, L.P.
                                              By:  HBK Investments L.P.,
                                                   Investment Manager


                                              By: /s/ Kevin A. O'Neal
                                                 ----------------------------
                                                 Authorized Signatory


                                      14


</TEXT>
</DOCUMENT>
