Earthlink 2010 Annual Report Download - page 43

Table of Contents
subsidiaries. These restrictions include compliance with or maintenance of specified financial tests and ratios and will limit ITC^DeltaCom's
ability to sell assets; incur or guarantee additional indebtedness; incur certain liens; make loans and investments; enter into agreements restricting
subsidiaries' ability to pay dividends; consolidate, merge or sell all or substantially all of their assets; and enter into transactions with affiliates.
We may incur indebtedness in addition to the foregoing indebtedness. Any additional indebtedness we may incur in the future may subject
us to similar or even more restrictive conditions. Our ability to make payments on or to refinance our indebtedness will depend on our ability in
the future to generate cash flows from operations, which is subject to all the risks of our business. We may not be able to generate sufficient cash
flows from operations for us to repay our indebtedness when such indebtedness becomes due and to meet our other cash needs.
Provisions of our second restated certificate of incorporation, amended and restated bylaws and other elements of our capital structure could
limit our share price and delay a change of management.
Our second restated certificate of incorporation, amended and restated bylaws and shareholder rights plan contain provisions that could
make it more difficult or even prevent a third party from acquiring us without the approval of our incumbent Board of Directors. These
provisions, among other things:
• divide the Board of Directors into three classes, with members of each class to be elected in staggered three-year terms;
•
limit the right of stockholders to call special meetings of stockholders; and
• authorize the Board of Directors to issue preferred stock in one or more series without any action on the part of stockholders.
These provisions could limit the price that investors might be willing to pay in the future for shares of our common stock and significantly
impede the ability of the holders of our common stock to change management. In addition, we have adopted a rights plan, which has anti-
takeover effects. The rights plan, if triggered, could cause substantial dilution to a person or group that attempts to acquire our common stock on
terms not approved by the Board of Directors. These provisions and agreements that inhibit or discourage takeover attempts could reduce the
market value of our common stock.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
We own and lease several corporate offices, sales offices, switch sites, colocation sites, and other facilities across our nationwide service
area. Our corporate headquarters is in Atlanta, Georgia, where we occupy approximately 76,000 square feet under a lease that will expire in
2014. We occupy 55,000 square feet in Pasadena, California for operations and corporate offices under a lease that will expire in 2014 and
53,000 square feet in Vancouver, Washington for operations and corporate offices under a lease that will expire in 2012. We also lease office
space for various functions in Anniston and Huntsville, Alabama and in Raleigh, North Carolina, and we lease multiple branch office locations
in the southeast under leases that expire on various dates through 2016. We own an administrative office in Arab, Alabama.
We have constructed and own a multi-
service facility in Anniston, Alabama, which functions as a centralized network operations and
switch control center for our network and as an operator services center. We also own a data center facility in Atlanta, Georgia.
We own switch sites in Anniston, Birmingham and Montgomery, Alabama and in Nashville, Tennessee. We lease space for our voice
switch sites in cities in Florida, Georgia, Mississippi, North
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