0001144204-11-011709 Sample Contracts

STOCK UNIT AGREEMENT
Stock Unit Agreement • March 1st, 2011 • Abovenet Inc • Communications services, nec • New York

STOCK UNIT AGREEMENT (“Agreement”) effective as of December 3, 2009 (“Grant Date”), by and between AboveNet, Inc. (the “Company”) and Michael Embler (the “Participant”).

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WAIVER NO. 2 TO CREDIT AND GUARANTY AGREEMENT
Credit and Guaranty Agreement • March 1st, 2011 • Abovenet Inc • Communications services, nec • New York

This WAIVER NO. 2 TO CREDIT AND GUARANTY AGREEMENT (this “Waiver”) dated as of November 18, 2010, is among AboveNet, Inc., a Delaware corporation (“AboveNet”), AboveNet Communications, Inc., a Delaware corporation, AboveNet of Utah, LLC, a Delaware limited liability company, AboveNet of VA, LLC, a Virginia limited liability company, and AboveNet International Inc., a Delaware corporation, (together, hereinafter the “Borrowers”), the undersigned Lenders and Societe Generale, as administrative agent (the “Administrative Agent”).

AboveNet, Inc. Common Stock Award Agreement
Common Stock Award Agreement • March 1st, 2011 • Abovenet Inc • Communications services, nec

WHEREAS, the Company has declared a cash dividend (the “Dividend”) of $5.00 per share of Company common stock (the “Common Stock”) payable on December 27, 2010 to stockholders of record on December 6, 2010 (the “Record Date”);

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