REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 2nd, 2012 • Zayo Group LLC • Telephone communications (no radiotelephone) • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into on July 2, 2012, 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. LLC and Barclays Capital Inc., as representatives (the “Representatives”) of the several initial purchasers (the “Initial Purchasers”) set forth in Schedule I to the Purchase Agreement.
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.
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”).
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.
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.
COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT dated as of July 2, 2012 Among ZAYO GROUP, LLC, ZAYO CAPITAL, INC. and the other Grantors referred to herein, as Grantors, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent for the Term Loan...Collateral Agency and Intercreditor Agreement • July 2nd, 2012 • Zayo Group LLC • Telephone communications (no radiotelephone) • 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 July 2, 2012, 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 revolving loan facility under the Credit Agreement (as defined below) (in such capacity, and together with any successor appointed pursuant to the Credit Agreement, the “Revolving Facility Administrative Agent”), Morgan Stanley Senior Funding, Inc., as Administrative Agent for the term loan facility under the Credit Agreement (in such capacity, and together with any successor appointed pursuant to the
