The GUARANTORS party hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee 5.750% SENIOR NOTES DUE 2027Indenture • April 11th, 2017 • Zayo Group LLC • Telephone communications (no radiotelephone) • New York
Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act, (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States and (v) the Owner is not an affiliate (as defined in Rule 144) of the Issuers.
EMPLOYEE EQUITY AGREEMENTEmployee Equity Agreement • September 23rd, 2013 • Zayo Group LLC • Telephone communications (no radiotelephone) • Delaware
This EMPLOYEE EQUITY AGREEMENT (this “Agreement”) is made as of «Date» by and between Communications Infrastructure Investments, LLC, a Delaware limited liability company (the “Company”), and «Name» (“Employee”). Unless otherwise provided in this Agreement, capitalized terms used herein shall have the meanings set forth in Section 9 hereof.
EMPLOYEE EQUITY AGREEMENTEmployee Equity Agreement • September 23rd, 2013 • Zayo Group LLC • Telephone communications (no radiotelephone) • Delaware
This EMPLOYEE EQUITY AGREEMENT (this “Agreement”) is made as of «Date» by and between Communications Infrastructure Investments, LLC, a Delaware limited liability company (the “Company”), and «Name» (“Executive”). Unless otherwise provided in this Agreement, capitalized terms used herein shall have the meanings set forth in Section 9 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 14th, 2016 • Zayo Group LLC • Telephone communications (no radiotelephone) • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into on April 14, 2016, among Zayo Group, LLC, a Delaware limited liability company (the “Company”), Zayo Capital, Inc., a Delaware corporation (the “Co-Issuer” and together with the Company, the “Issuers”), the subsidiary guarantors party hereto (the “Guarantors”) and Morgan Stanley & Co. LLC (the “Initial Purchaser”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 7th, 2017 • Zayo Group LLC • Telephone communications (no radiotelephone) • Delaware
This Employment Agreement (the “Agreement”) is entered into as of September 11, 2017 (the “Effective Date”) between Zayo Group, LLC, a Delaware limited liability company (the “Company”) and Matt Steinfort (the “Executive”) (each of the foregoing individually a “Party” and collectively the “Parties”).
EMPLOYEE EQUITY AGREEMENTEmployee Equity Agreement • September 9th, 2011 • Zayo Group LLC • Telephone communications (no radiotelephone) • Delaware
This EMPLOYEE EQUITY AGREEMENT (this “Agreement”) is made as of March 10, 2011 by and between Communications Infrastructure Investments, LLC, a Delaware limited liability company (the “Company”), and David Howson (“Employee”). Unless otherwise provided in this Agreement, capitalized terms used herein shall have the meanings set forth in Section 9 hereof.
AGREEMENT AND PLAN OF MERGER by and among:Agreement and Plan of Merger • May 9th, 2019 • Zayo Group LLC • Telephone communications (no radiotelephone) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (as may be amended from time to time, this “Agreement”) is made and entered into as of May 8, 2019, by and among: Front Range TopCo, Inc., a Delaware corporation (“Parent”); Front Range BidCo, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”); and Zayo Group Holdings, Inc., a Delaware corporation (the “Company”, and together with Parent and Merger Sub, the “Parties”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
SEVENTH SUPPLEMENTAL INDENTURE Dated as of January 31, 2020 between ZAYO GROUP, LLC ZAYO CAPITAL, INC. The GUARANTORS party hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as TrusteeSeventh Supplemental Indenture • February 3rd, 2020 • Zayo Group LLC • Telephone communications (no radiotelephone) • New York
SEVENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 31, 2020, among Zayo Group, LLC, a Delaware limited liability company (the “Company”), Zayo Capital, Inc., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), the guarantors party hereto (the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”).
VESTING AGREEMENTVesting Agreement • January 13th, 2011 • Zayo Group LLC • Telephone communications (no radiotelephone) • Delaware
This Vesting Agreement (this “Agreement”) is made as of January 5, 2011 between Communications Infrastructure Investments, LLC, a Delaware limited liability company (the “Company”); Daniel P. Caruso (the “Executive”); and Bear Equity, LLC (“Bear Equity”).
AMENDMENT NO. 7 TO CREDIT AGREEMENTCredit Agreement • April 21st, 2015 • Zayo Group LLC • Telephone communications (no radiotelephone) • New York
AMENDMENT NO. 7 TO CREDIT AGREEMENT, dated as of April 17, 2015 (this “Amendment”), is entered into by and among Zayo Group, LLC, a Delaware limited liability company (“Zayo Group”), Zayo Capital, Inc., a Delaware corporation (“Zayo Capital”; and together with Zayo Group, the “Borrowers”), Morgan Stanley Senior Funding, Inc., as term facility administrative agent (the “Term Facility Administrative Agent”), SunTrust Bank, as revolving facility administrative agent (the “Revolving Facility Administrative Agent” and, together with the Term Facility Administrative Agent, the “Administrative Agents”), the Increasing Lenders (defined below) and the undersigned Revolving Facility Lenders.
ZAYO GROUP HOLDINGS, INC. GRANT NOTICE FOR 2014 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD (Part B Awards)Zayo Group LLC • February 8th, 2019 • Telephone communications (no radiotelephone)
FOR GOOD AND VALUABLE CONSIDERATION, Zayo Group Holdings, Inc. (the “Company”), hereby grants to Participant named below the number of restricted stock units specified below (the “Award”). Assuming target performance, each restricted stock unit represents the right to receive one share of the Company’s common stock, par value $0.001 (the “Common Stock”), upon the terms and subject to the conditions set forth in this Grant Notice, the Zayo Group Holdings, Inc. 2014 Stock Incentive Plan, as amended (the “Plan”) and the Standard Terms and Conditions (the “Standard Terms and Conditions”) promulgated under such Plan, each as amended from time to time. This Award is granted pursuant to the Plan and is subject to and qualified in its entirety by the Standard Terms and Conditions.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 7th, 2017 • Zayo Group LLC • Telephone communications (no radiotelephone) • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 29, 2016, is made by and among Zayo Group, LLC, a Delaware limited liability company (“Buyer”), ZELMS, Inc., a Delaware corporation and direct, wholly owned subsidiary of Buyer (“Merger Sub”), Electric Lightwave Parent, Inc., a Delaware corporation (the “Company”) and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the initial Equityholder Representative hereunder.
ASSET PURCHASE AGREEMENT BY AND AMONG MERCURY MARQUIS HOLDINGS, LLC, THE “COMPANY,” AND ZAYO COLOCATION, INC., “BUYER” DATED AS OF DECEMBER 30, 2011Asset Purchase Agreement • February 27th, 2012 • Zayo Group LLC • Telephone communications (no radiotelephone) • Nevada
This ASSET PURCHASE AGREEMENT, dated as of December 30, 2011 (this “Agreement”), is entered into by and among MERCURY MARQUIS HOLDINGS, LLC, a limited liability company organized under the laws of the state of Nevada (“Company”) and Zayo Colocation, Inc (“Buyer”).
STOCK PURCHASE AGREEMENT BY AND AMONG ZAYO GROUP, LLC, LATISYS-CHICAGO HOLDINGS CORP., LATISYS HOLDINGS CORP., LATISYS-ASHBURN HOLDINGS CORP. AND LATISYS HOLDINGS, LLC Dated as of January 13, 2015Stock Purchase Agreement • February 17th, 2015 • Zayo Group LLC • Telephone communications (no radiotelephone) • Delaware
STOCK PURCHASE AGREEMENT, dated as of January 13, 2015 (the “Agreement”), by and among Zayo Group, LLC, a limited liability company existing under the laws of Delaware (“Purchaser”), Latisys Holdings Corp., a Delaware corporation (“Irvine/Denver Holdings”), Latisys-Chicago Holdings Corp., a Delaware corporation (“Chicago Holdings”), Latisys-Ashburn Holdings Corp., a Delaware corporation (“Ashburn Holdings”) (each of Irvine/Denver Holdings, Chicago Holdings and Ashburn Holdings, a “Company” and together the “Companies”), and Latisys Holdings, LLC, a Delaware limited liability company (“Seller”).
AMENDMENT NO. 6 TO CREDIT AGREEMENTCredit Agreement • May 21st, 2014 • Zayo Group LLC • Telephone communications (no radiotelephone) • New York
AMENDMENT NO. 6 TO CREDIT AGREEMENT, dated as of May 16, 2014 (this “Amendment”), is entered into by and among Zayo Group, LLC, a Delaware limited liability company (“Zayo Group”), Zayo Capital, Inc., a Delaware corporation (“Zayo Capital”; and together with Zayo Group, the “Borrowers”), Morgan Stanley Senior Funding, Inc., as term facility administrative agent (the “Term Facility Administrative Agent”), SunTrust Bank, as revolving facility administrative agent (the “Revolving Facility Administrative Agent” and, together with the Term Facility Administrative Agent, the “Administrative Agents”) and the undersigned lenders.
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • February 28th, 2013 • Zayo Group LLC • Telephone communications (no radiotelephone) • New York
AMENDMENT NO. 4 TO CREDIT AGREEMENT, dated as of February 27, 2013 (this “Amendment”), is entered into by and among Zayo Group, LLC, a Delaware limited liability company (“Zayo Group”), Zayo Capital, Inc., a Delaware corporation (“Zayo Capital”; and together with Zayo Group, the “Borrowers”), Morgan Stanley Senior Funding, Inc., as term facility administrative agent (the “Term Facility Administrative Agent”), SunTrust Bank, as revolving facility administrative agent (the “Revolving Facility Administrative Agent” and, together with the Term Facility Administrative Agent, the “Administrative Agents”), the Additional Revolving Loan Lender (defined below) and the undersigned lenders (the “Lenders”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • September 14th, 2012 • Zayo Group LLC • Telephone communications (no radiotelephone) • New York
AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of July 17, 2012 (this “Amendment”), is entered into by and among Zayo Group, LLC, a Delaware limited liability company (“Zayo Group”), Zayo Capital, Inc., a Delaware corporation (“Zayo Capital”; and together with Zayo Group, the “Borrowers”), Morgan Stanley Senior Funding, Inc., as term facility administrative agent (the “Term Facility Administrative Agent”), SunTrust Bank, as revolving facility administrative agent (the “Revolving Facility Administrative Agent” and, together with the Term Facility Administrative Agent, the “Administrative Agents”) and the undersigned lenders (the “Lenders”).
SECURITY AGREEMENTSecurity Agreement • July 2nd, 2012 • Zayo Group LLC • Telephone communications (no radiotelephone) • New York
This SECURITY AGREEMENT (this “Agreement”) entered into as of July 2, 2012 among the Grantors listed on the signature pages hereof and those additional entities that from time to time hereafter become parties hereto by executing the form of supplement attached hereto as Exhibit A (collectively, jointly and severally, the “Grantors” and each individually a “Grantor”), and SUNTRUST BANK, in its capacity as collateral agent for the Secured Parties (as defined below) (together with its successors and assigns, the “Collateral Agent”).
COMMUNICATIONS INFRASTRUCTURE INVESTMENTS, LLC FOURTH AMENDMENT TO VESTING AGREEMENTVesting Agreement • September 9th, 2011 • Zayo Group LLC • Telephone communications (no radiotelephone) • Colorado
This Fourth Amendment to Vesting Agreement (the “Fourth Amendment”) is effective as of January 24, 2011 and amends that certain Vesting Agreement by and among Communications Infrastructure Investments, LLC, a Delaware limited liability company (the “Company”), Daniel P. Caruso (the “Executive”) and the Founder Investors (as defined therein), dated as of December 31, 2007, as has been amended (the “Vesting Agreement”).
STOCK PURCHASE AGREEMENT by and among 360NETWORKS CORPORATION, 360NETWORKS (FIBER HOLDCO) LTD., 360NETWORKS (FIBER SUBCO) LTD., and ZAYO GROUP, LLC Dated as of October 6, 2011Stock Purchase Agreement • December 7th, 2011 • Zayo Group LLC • Telephone communications (no radiotelephone) • Washington
This Stock Purchase Agreement (this “Agreement”) is made and entered into as of October 6, 2011, by and among 360networks Corporation, a British Columbia corporation (“Parent”), 360networks (fiber holdco) ltd., a British Columbia corporation (“Holdco”), 360networks (fiber subco) ltd., a British Columbia corporation (“Subco” and together with Parent and Holdco, “Sellers,” and each, a “Seller”) and Zayo Group, LLC, a Delaware limited liability company (“Buyer”).
REPRICING AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 21st, 2017 • Zayo Group LLC • Telephone communications (no radiotelephone) • New York
REPRICING AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 20, 2017 (this “Amendment”), is entered into by and among Zayo Group, LLC, a Delaware limited liability company (“Zayo Group”), Zayo Capital, Inc., a Delaware corporation (“Zayo Capital”; and together with Zayo Group, the “Borrowers”), Morgan Stanley Senior Funding, Inc., as term facility administrative agent (the “Term Facility Administrative Agent”), SunTrust Bank, as revolving facility administrative agent (the “Revolving Facility Administrative Agent” and, together with the Term Facility Administrative Agent, the “Administrative Agents”) and the undersigned 2017 Incremental Refinancing B-2 Term Facility Lenders and the 2017 Incremental Acquisition Term Facility Lenders (the “Lenders”).
AMENDMENT NO. 5 TO CREDIT AGREEMENTCredit Agreement • December 2nd, 2013 • Zayo Group LLC • Telephone communications (no radiotelephone) • New York
AMENDMENT NO. 5 TO CREDIT AGREEMENT, dated as of November 26, 2013 (this “Amendment”), is entered into by and among Zayo Group, LLC, a Delaware limited liability company (“Zayo Group”), Zayo Capital, Inc., a Delaware corporation (“Zayo Capital”; and together with Zayo Group, the “Borrowers”), Morgan Stanley Senior Funding, Inc., as term facility administrative agent (the “Term Facility Administrative Agent”), SunTrust Bank, as revolving facility administrative agent (the “Revolving Facility Administrative Agent” and, together with the Term Facility Administrative Agent, the “Administrative Agents”) and the undersigned lenders (the “Lenders”).
FIRST SUPPLEMENTAL INDENTURE Dated as of July 2, 2012 between ZAYO GROUP, LLC ZAYO CAPITAL, INC. ZAYO ESCROW CORPORATION GUARANTORS LISTED ON SCHEDULE I HERETO and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as TrusteeSupplemental Indenture • July 2nd, 2012 • Zayo Group LLC • Telephone communications (no radiotelephone) • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 2, 2012, among Zayo Group, LLC, a Delaware corporation (the “Company”), Zayo Capital, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (the “Co-Issuer”), Zayo Escrow Corporation, a Delaware Corporation (“Escrow Corp”), the guarantors listed on the signature pages hereto (the “Guarantors”), and The Bank of New York Mellon Trust Company, N.A., a national banking association organized and existing under the bank of the United States of America, as trustee (the “Trustee”) under the Indenture referred to below. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Indenture referred to below.
AGREEMENT AND PLAN OF MERGER by and among FIBERGATE HOLDINGS, INC., ZAYO GROUP, LLC, ZAYO FM SUB, INC., WILLIAM J. BOYLE AND LOUIS M. BROWN, JR., in their capacity as Joint Representatives Dated as of June 4, 2012Agreement and Plan of Merger • June 5th, 2012 • Zayo Group LLC • Telephone communications (no radiotelephone) • Virginia
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 4, 2012, is made by and among Fibergate Holdings, Inc., a Virginia corporation (the “Company”), Zayo Group, LLC, a Delaware limited liability company (“Parent”), Zayo FM Sub, Inc., a Virginia corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”), and William J. Boyle and Louis M. Brown, Jr., in their capacity as Joint Representatives (as hereinafter defined).
FIFTH SUPPLEMENTAL INDENTURE Dated as of January 31, 2020 between ZAYO GROUP, LLC ZAYO CAPITAL, INC. The GUARANTORS party hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as TrusteeFifth Supplemental Indenture • February 3rd, 2020 • Zayo Group LLC • Telephone communications (no radiotelephone) • New York
FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 31, 2020, among Zayo Group, LLC, a Delaware limited liability company (the “Company”), Zayo Capital, Inc., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), the guarantors party hereto (the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 21st, 2014 • Zayo Group LLC • Telephone communications (no radiotelephone) • Delaware
This Employment Agreement (the “Agreement”) is entered into as of February 15, 2014 (the “Effective Date”) between Communications Infrastructure Investments, LLC, a Delaware limited liability company (“CII”), Zayo Group, LLC, a Delaware limited liability company (“Zayo” and collectively with CII, the “Company”) and Daniel P. Caruso (the “Executive”) (each of the foregoing individually a “Party” and collectively the “Parties”).
CREDIT AGREEMENT by and among ZAYO GROUP, LLC and ZAYO CAPITAL, INC., as Borrowers, THE PERSONS PARTY HERETO FROM TIME TO TIME AS GUARANTORS, THE FINANCIAL INSTITUTIONS PARTY HERETO FROM TIME TO TIME AS LENDERS, SUNTRUST BANK, as Issuing Bank,...Credit Agreement • July 2nd, 2012 • Zayo Group LLC • Telephone communications (no radiotelephone) • New York
THIS CREDIT AGREEMENT, dated as of July 2, 2012 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is by and among ZAYO GROUP, LLC, a Delaware limited liability company (“Zayo”), ZAYO CAPITAL, INC., a Delaware corporation (“Zayo Capital”; and together with Zayo, each, individually as a “Borrower” and, collectively, as the “Borrowers”), the Persons party hereto from time to time as Guarantors, the financial institutions party hereto from time to time as Lenders, MORGAN STANLEY SENIOR FUNDING, INC., as the Term Facility Administrative Agent, SUNTRUST BANK, as the Revolving Facility Administrative Agent and as the Collateral Agent and SUNTRUST BANK, as the Issuing Bank.
FIFTH SUPPLEMENTAL INDENTURESupplemental Indenture • December 7th, 2011 • Zayo Group LLC • Telephone communications (no radiotelephone) • New York
Fifth Supplemental Indenture (this “Supplemental Indenture”), dated as of December 1, 2011, among 360networks holdings (USA) inc., a Nevada corporation (“360 Holding”), the other direct and indirect subsidiaries of 360 Holding listed on the signature pages hereto (together with 360 Holding, each, a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”) and The Bank of New York Mellon Trust Company, N.A., a national banking association organized and existing under the bank of the United States of America, as trustee (the “Trustee”).
TERM LOAN AGREEMENT by and among ZAYO GROUP, LLC and ZAYO CAPITAL, INC., as Borrowers, THE PERSONS PARTY HERETO FROM TIME TO TIME AS GUARANTORS, THE FINANCIAL INSTITUTIONS PARTY HERETO FROM TIME TO TIME AS LENDERS, SUNTRUST BANK, as Collateral Agent,...Term Loan Agreement • December 7th, 2011 • Zayo Group LLC • Telephone communications (no radiotelephone) • New York
THIS TERM LOAN AGREEMENT, dated as of December 1, 2011 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is by and among ZAYO GROUP, LLC, a Delaware limited liability company (“Zayo”), ZAYO CAPITAL, INC., a Delaware corporation (“Zayo Capital”; and together with Zayo, each, individually as a “Borrower” and, collectively, as the “Borrowers”), the Persons party hereto from time to time as Guarantors, the financial institutions party hereto from time to time as Lenders, SUNTRUST BANK, as the Collateral Agent, and ROYAL BANK OF CANADA, as the Administrative Agent.
EXTENSION AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 4th, 2019 • Zayo Group LLC • Telephone communications (no radiotelephone) • New York
EXTENSION AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 3, 2019 (this “Amendment”), is entered into by and among Zayo Group, LLC, a Delaware limited liability company (“Zayo Group”), Zayo Capital, Inc., a Delaware corporation (“Zayo Capital”; and together with Zayo Group, the “Borrowers”), Morgan Stanley Senior Funding, Inc., as term facility administrative agent (the “Term Facility Administrative Agent”), SunTrust Bank, as revolving facility administrative agent (the “Revolving Facility Administrative Agent” and, together with the Term Facility Administrative Agent, the “Administrative Agents”) and the undersigned Revolving Facility Lenders (the “Lenders”).
REDEMPTION OF COMMON UNITS AND SETTLEMENT AGREEMENT AND GENERAL RELEASESettlement Agreement and General Release • May 6th, 2014 • Zayo Group LLC • Telephone communications (no radiotelephone) • Colorado
This Redemption of Common Units, and Settlement Agreement and General Release (“Agreement”) is entered into by and between Marty Snella, on his own behalf and on behalf of his heirs, executors, administrators, successors and assigns (collectively referred to as “Snella” or “Employee”) and Zayo Group LLC and Communications Infrastructure Investments, LLC (“CII” and collectively with Zayo Group LLC, “Zayo”), including their subsidiaries, affiliates and related entities and their respective current and former agents, employees, officers, directors, managers, shareholders, members and successors and assigns (also referred to as “Releasees”). In the event that Snella signs and does not revoke this Agreement, the Agreement shall become effective and enforceable on the expiration date of the seven day revocation period referenced in paragraph 19 (“Effective Date”).
EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • November 29th, 2017 • Zayo Group LLC • Telephone communications (no radiotelephone) • Delaware
This Executive Severance Agreement (the “Agreement”) is entered into as of November 27, 2017 (the “Effective Date”) between Zayo Group, LLC, a Delaware limited liability company (the “Company”), and Daniel P. Caruso (the “Executive”) (each of the foregoing individually a “Party” and collectively the “Parties”).
AGREEMENT AND PLAN OF MERGER by and among: ZAYO GROUP, LLC, a Delaware limited liability company; VOILA SUB, INC., a Delaware corporation; and ABOVENET, INC., a Delaware corporation Dated as of March 18, 2012Agreement and Plan of Merger • March 19th, 2012 • Zayo Group LLC • Telephone communications (no radiotelephone) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (as may be amended from time to time, this “Agreement”) is made and entered into as of March 18, 2012, by and among: ZAYO GROUP, LLC, a Delaware limited liability company (“Parent”); Voila Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”); and ABOVENET, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
INCREMENTAL AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • January 15th, 2016 • Zayo Group LLC • Telephone communications (no radiotelephone) • New York
INCREMENTAL AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 15, 2016 (this “Amendment”), is entered into by and among Zayo Group, LLC, a Delaware limited liability company (“Zayo Group”), Zayo Capital, Inc., a Delaware corporation (“Zayo Capital”; and together with Zayo Group, the “Borrowers”), Morgan Stanley Senior Funding, Inc., as term facility administrative agent (the “Term Facility Administrative Agent”), SunTrust Bank, as revolving facility administrative agent (the “Revolving Facility Administrative Agent” and, together with the Term Facility Administrative Agent, the “Administrative Agents”) and the 2016 Incremental Term Facility Lenders (as hereinafter defined) party hereto.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 18th, 2011 • Zayo Group LLC • Telephone communications (no radiotelephone) • New York
This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of November 17, 2011, by and among ZAYO GROUP, LLC, a Delaware limited liability company (“Zayo”), ZAYO CAPITAL, INC., a Delaware corporation (“Zayo Capital”; and together with Zayo, each, individually as a “Borrower” and, collectively, as the “Borrowers”), the Guarantors (as defined below) signatory hereto, the Lenders (as defined below) and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”).
