EMPLOYEE EQUITY AGREEMENTEmployee Equity Agreement • October 18th, 2010 • American Fiber Systems, Inc. • Delaware
This EMPLOYEE EQUITY AGREEMENT (this “Agreement”) is made as of March 19, 2010 by and between Communications Infrastructure Investments, LLC, a Delaware limited liability company (the “Company”), and Christopher Yost (“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 • October 18th, 2010 • American Fiber Systems, Inc. • Delaware
This EMPLOYEE EQUITY AGREEMENT (this “Agreement”) is made as of October 31, 2008 by and between Communications Infrastructure Investments, LLC, a Delaware 1imited liability company (the “Company”), and Kenneth des Garennes (“Executive”). Unless otherwise provided in this Agreement, capitalized terms used herein shall have the meanings set forth in Section 9 hereof.
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, MORGAN...Credit Agreement • October 18th, 2010 • American Fiber Systems, Inc. • New York
THIS CREDIT AGREEMENT, dated as of March 12, 2010 (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 Issuing Bank, SUNTRUST BANK, as the Collateral Agent, and SUNTRUST BANK, as the Administrative Agent.
REGISTRATION RIGHTS AGREEMENT Dated March 12, 2010 between ZAYO GROUP, LLC ZAYO CAPITAL, INC. THE GUARANTORS PARTY HERETO and MORGAN STANLEY & CO. INCORPORATED As Representative of the Several Initial PurchasersRegistration Rights Agreement • October 18th, 2010 • American Fiber Systems, Inc. • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into on March 12, 2010, between 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. Incorporated, as representative (“Representative”) of the several initial purchasers (the “Initial Purchasers”) set forth in Schedule I to the Purchase Agreement.
OPERATING AGREEMENT ZAYO GROUP, LLCOperating Agreement • October 18th, 2010 • American Fiber Systems, Inc. • Delaware
This Operating Agreement (the “Agreement”) of Zayo Group, LLC, a Delaware limited liability company (the “Company”), is made as of February 15, 2008, by those persons or entities set forth on Exhibit A hereto, which may be amended from time to time as set forth herein (each a “Member” and collectively the “Members”).
FOUNDER NONCOMPETITION AGREEMENTFounder Noncompetition Agreement • October 18th, 2010 • American Fiber Systems, Inc. • Delaware
This NONCOMPETITION AGREEMENT is made as of May 22, 2007, by and between Communications Infrastructure Investments, LLC (the “Company”), and Dan Caruso, residing at [ ] (the “Employee”). Capitalized terms used herein and not defined shall have the meanings ascribed to them in the Company’s Amended and Restated Limited Liability Company Agreement of even date herewith, as amended from time to time (the “LLC Agreement”) by and among the Company, and the persons named on Schedule A thereto.
THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF ZAYO FIBER SOLUTIONS, LLCOperating Agreement • October 18th, 2010 • American Fiber Systems, Inc. • Delaware
This Operating Agreement (this “Agreement”) of Zayo Fiber Solutions, LLC, a Delaware limited liability company (the “Company”), is made as of July 1, 2010, by those persons or entities set forth on Exhibit A hereto, which may be amended from time to time as set forth herein (each a “Member” and collectively the “Members”).
AMENDED AND RESTATED OPERATING AGREEMENT ZAYO BANDWIDTH TENNESSEE, LLCOperating Agreement • October 18th, 2010 • American Fiber Systems, Inc. • Tennessee
This Amended and Restated Operating Agreement (the “Agreement”) of Zayo Bandwidth Tennessee, LLC, a Tennessee limited liability company (the “Company”), is made as of August 22, 2007, by those persons or entities set forth on Exhibit A hereto, which may be amended from time to time as set forth herein (each a “Member” and collectively the “Members”) to amend and restate in its entirety the Operating Agreement of Memphis Networx, LLC (the “Prior Agreement”), and to specify the business and operation of the Company.
CLASS A EQUITY AGREEMENTClass a Equity Agreement • October 18th, 2010 • American Fiber Systems, Inc. • Delaware
This CLASS A EQUITY AGREEMENT (this “Agreement”) is made as of November 19, 2008 by and among Communications Infrastructure Investments, LLC, a Delaware limited liability company (the “Company”), Glenn Russo (“Executive”) and VP Holdings, LLC, a Colorado limited liability company (“Holdings”). Unless otherwise provided in this Agreement, capitalized terms used herein shall have the meanings set forth in Section 9 hereof.
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • October 18th, 2010 • American Fiber Systems, Inc.
This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made as of this 12th day of March, 2010, among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and SUNTRUST BANK, in its capacity as collateral agent for the Secured Parties (together with its successors, “Collateral Agent”).
CLASS A EQUITY AGREEMENTClass a Equity Agreement • October 18th, 2010 • American Fiber Systems, Inc. • Delaware
This CLASS A EQUITY AGREEMENT (this “Agreement”) is made as of November 19, 2008 by and between VP Holdings, LLC, a Colorado limited liability company (the “Company”) and Glenn Russo (“Executive”). Unless otherwise provided in this Agreement, capitalized terms used herein shall have the meanings set forth in Section 7 hereof.
SECURITY AGREEMENTSecurity Agreement • October 18th, 2010 • American Fiber Systems, Inc. • New York
This SECURITY AGREEMENT (this “Agreement”) is made as of this 12th day of March, 2010 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 “Grantor”), and SUNTRUST BANK, in its capacity as collateral agent for the Secured Parties (as defined below) (together with its successors and assigns, “Collateral Agent”).
COMMUNICATIONS INFRASTRUCTURE INVESTMENTS, LLC THIRD AMENDMENT TO VESTING AGREEMENTVesting Agreement • October 18th, 2010 • American Fiber Systems, Inc. • Delaware
This Third Amendment to Vesting Agreement (the “Third Amendment”) is effective as of March 19, 2010 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”).
AMENDMENT OF LEASESAgreement • October 18th, 2010 • American Fiber Systems, Inc. • New York
If and to the extent that any of the provisions of this rider conflict or are otherwise inconsistent with any of the printed provisions of this lease, whether or not such inconsistency is expressly noted in this rider, the provisions of this rider shall prevail.
SECURITY AGREEMENT SUPPLEMENTSecurity Agreement Supplement • October 18th, 2010 • American Fiber Systems, Inc.
Supplement No. 1 (this “Supplement”) dated as of August 16, 2010, to the Security Agreement, dated as of March 12, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”), by each of the parties listed on the signature pages thereto and those additional entities that thereafter become parties thereto (collectively, jointly and severally, “Grantors” and each individually “Grantor”) and SUNTRUST BANK, in its capacity as Collateral agent for the Secured Parties (together with its successors, “Collateral Agent”).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • October 18th, 2010 • American Fiber Systems, Inc. • New York
SECOND SUPPLEMENTAL INDENTURE dated as of September 20, 2010 (the “Supplemental Indenture”) by and 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 listed on the signature pages hereto and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
AGREEMENT AND PLAN OF MERGER by and among ZAYO GROUP, LLC ZAYO MERGER SUB, INC. and FIBERNET TELECOM GROUP, INC. Dated as of May 28, 2009Agreement and Plan of Merger • October 18th, 2010 • American Fiber Systems, Inc. • Delaware
THIS AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”) is entered into as of May 28, 2009, by and among Zayo Group, LLC (“Parent”), a Delaware limited liability company, Zayo Merger Sub, Inc. (“Purchaser”), a Delaware corporation and direct wholly-owned subsidiary of Parent, and FiberNet Telecom Group, Inc., a Delaware corporation (the “Company”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 18th, 2010 • American Fiber Systems, Inc. • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of September 13, 2010, 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) signatory hereto and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”).
JOINDER AND AMENDMENT AGREEMENTJoinder and Amendment Agreement • October 18th, 2010 • American Fiber Systems, Inc. • New York
This JOINDER AND AMENDMENT AGREEMENT (as amended, amended and restated, supplemented, replaced or otherwise modified from time to time, this “Agreement”), dated as of September 20, 2010, is made by and among (i) ZAYO GROUP, LLC and ZAYO CAPITAL, INC. (the “Companies”, and each a “Company”); (ii) the other Grantors identified as such on the signature pages hereof; (iii) THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (“BNYMTC’), as an additional Authorized Representative (as defined in the Intercreditor Agreement, defined below) in its capacities as trustee and as paying agent, registrar and transfer agent for the holders of certain additional 10.25% senior secured, first-priority notes, due 2017 (the “Additional Senior Secured Notes”), issued by the Companies pursuant to a Supplemental Indenture, dated as of the date of this Agreement, which supplements the Initial Notes Agreement (together, such Supplemental Indenture and the Initial Notes Agreement, the “Additional Notes Agreement”)
COMMUNICATIONS INFRASTRUCTURE INVESTMENTS, LLC THIRD AMENDMENT TO VESTING AGREEMENTVesting Agreement • October 18th, 2010 • American Fiber Systems, Inc. • Delaware
This Third Amendment to Vesting Agreement (the “Third Amendment”) is effective as of March 19, 2010 and amends that certain Vesting Agreement by and among Communications Infrastructure Investments, LLC, a Delaware limited liability company (the “Company”), John L. Scarano (the “Executive”) and the Founder Investors (as defined therein), dated as of January 10, 2008, as has been amended (the “Vesting Agreement”).
SUPPLEMENTAL INDENTURESupplemental Indenture • October 18th, 2010 • American Fiber Systems, Inc. • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of September 13, 2010, among Zayo Fiber Solutions, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of Zayo Group, LLC, a Delaware limited liability company (the “Company”), and/or Zayo Capital, Inc., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), 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”).
OPERATING AGREEMENT ZAYO BANDWIDTH, LLCOperating Agreement • October 18th, 2010 • American Fiber Systems, Inc. • Delaware
This Operating Agreement (the “Agreement”) of Zayo Bandwidth, LLC, a Delaware limited liability company (the “Company”), is made as of September 30, 2008, by those persons or entities set forth on Exhibit A hereto, which may be amended from time to time as set forth herein (each a “Member” and collectively the “Members”).
COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT dated as of March 12, 2010 Among ZAYO GROUP, LLC, ZAYO CAPITAL, INC. and the other Grantors referred to herein, as Grantors, SUNTRUST BANK, as Joint Collateral Agent, SUNTRUST BANK as Revolving Loan Agent...Collateral Agency and Intercreditor Agreement • October 18th, 2010 • American Fiber Systems, Inc. • New York
This COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT (as amended, amended and restated, supplemented, replaced or otherwise modified from time to time, this “Agreement”), dated as of March 12, 2010, is made by and among ZAYO GROUP, LLC and ZAYO CAPITAL, INC. (the “Companies”, and each a “Company”), the other Grantors listed on the signature pages hereof, SUNTRUST BANK (“SunTrust”), as joint collateral agent (in such capacity, and together with any successor joint collateral agent appointed pursuant to Article VI hereof, the “Joint Collateral Agent”), SunTrust, as administrative agent for the Lenders (as defined below) from time to time party to the Credit Agreement (as defined below) (in such capacity, and together with any successor appointed pursuant to the Credit Agreement, the “Revolving Loan Agent”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as indenture trustee for the holders of the Senior Secured Notes (as defined below) under the Initial Notes Agreement (as defined be
GUARANTY SUPPLEMENTGuaranty Supplement • October 18th, 2010 • American Fiber Systems, Inc. • New York
Reference is made to that certain Credit Agreement, dated as of March 12, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein without definition shall have the meanings ascribed thereto in the Credit Agreement), by and among Zayo Group, LLC, a Delaware limited liability company (the “Administrative Borrower”), Zayo Capital, Inc., a Delaware corporation (“Zayo Capital”; and together with Administrative Borrower, each, individually a “Borrower” and, collectively, the “Borrowers”), the Persons party thereto from time to time as Guarantors (if any), SunTrust Bank, as the Issuing Bank, SunTrust Bank, as the Collateral Agent, the financial institutions party thereto from time to time as lenders (the “Lenders”), and SunTrust Bank, as the administrative agent (the “Administrative Agent”).
