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”).
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.
FOURTH SUPPLEMENTAL INDENTURESupplemental Indenture • December 7th, 2011 • Zayo Group LLC • Telephone communications (no radiotelephone) • New York
THIS FOURTH SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”) is dated as of December 1, 2011, by and among Zayo Group, LLC, a Delaware limited liability company (the “Company”), and Zayo Capital, Inc., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), the Guarantors named on the signature pages hereto, 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”).
FOURTH AMENDMENT AND SUPPLEMENT TO CREDIT AGREEMENTCredit Agreement • December 7th, 2011 • Zayo Group LLC • Telephone communications (no radiotelephone) • New York
This FOURTH AMENDMENT AND SUPPLEMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of December 1, 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”).
