exv10w8






Exhibit 10.8




EXECUTION VERSION




SECURITY AGREEMENT SUPPLEMENT




     Supplement No. 2 (this “Supplement”) dated as of November 5, 2010, to the Security Agreement,
dated as of March 12, 2010, 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”), as supplemented by the
Security Agreement Supplement No. 1 dated as of August 16, 2010, between Zayo Fiber Solutions, LLC
and the Collateral Agent (as further amended, restated, supplemented, or otherwise modified from
time to time, the “Security Agreement”).



W I T N E S S E T H:




     WHEREAS, pursuant to that certain Credit Agreement dated as of March 12, 2010, 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 the Administrative
Borrower, each, individually a “Borrower” and, collectively, the “Borrowers”), the Persons party
thereto from time to time as Guarantors, 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”), as amended
by that certain First Amendment to Credit Agreement, dated as of September 13, 2010, among the
Administrative Borrower, Zayo Capital, the Guarantors party thereto, SunTrust Bank and the other
financial institutions named therein, and as supplemented by the Guaranty Supplement, dated as of
August 16, 2010, by Zayo Fiber Solutions, LLC, in favor of the Administrative Agent (as further
amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”),
the Lender Group is willing to make certain financial accommodations available to the Borrower from
time to time pursuant to the terms and conditions thereof;



     WHEREAS, pursuant to that certain Indenture, dated as of March 12, 2010, as amended, by and
among the Borrowers, the Guarantors, and The Bank of New York Mellon Trust Company, N.A. , as
indenture trustee for the holders of the Senior Note Indebtedness (the “Trustee”; together with the
Lender Group, Collateral Agent and the holders from time to time of the Senior Note Indebtedness,
and any Additional Loan and Notes Secured Parties (as defined in the Intercreditor Agreement), the
“Secured Parties”), as supplemented by a first supplemental indenture, dated as of September 13,
2010, between Zayo Fiber Solutions, LLC, and the Trustee, a second supplemental indenture, dated as
of September 20, 2010, among the Borrower, the Guarantors, and the Trustee, and a third
supplemental indenture, dated as of November 5, 2010, among American Fiber Systems Holding Corp,
American Fiber Systems, Inc., and the Trustee (as further amended, restated, supplemented,
Refinanced, in whole or in part, replaced or otherwise modified from time to time, the
“Indenture”), the Borrowers issued their 10.25% Senior Secured Notes First-Priority Notes due 2017
in the original principal amount of $350,000,000;



     WHEREAS, the Secured Parties are willing to make the financial accommodations to the Borrower
as provided for in the Credit Agreement and the Indenture, but only upon the condition, among
others, that Grantors shall have executed and delivered to Collateral Agent, for the benefit of the
Secured Parties, the Security Agreement;



 









 





     WHEREAS, capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in the Security Agreement or, if not defined therein, in the Credit
Agreement;



     WHEREAS, Grantors have entered into the Security Agreement in order to induce the Secured
Parties to make certain financial accommodations to the Borrower; and



     WHEREAS, pursuant to the Credit Agreement and the Indenture, new direct or indirect Domestic
Subsidiaries of the Borrower must execute and deliver certain Loan Documents and Senior Note
Documents, including the Security Agreement, and the execution of the Security Agreement by the
undersigned new Grantor or Grantors (collectively, the “New Grantors”) may be accomplished by the
execution of this Supplement in favor of Collateral Agent, for the benefit of the Secured Parties;



     NOW, THEREFORE, for and in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, each New Grantor
hereby agrees as follows:



     1. In accordance with Section 25 of the Security Agreement, each New Grantor, by its
signature below, becomes a “Grantor” under the Security Agreement with the same force and effect as
if originally named therein as a “Grantor” and each New Grantor hereby (a) agrees to all of the
terms and provisions of the Security Agreement applicable to it as a “Grantor” thereunder and (b)
represents and warrants that the representations and warranties made by it as a “Grantor”
thereunder are true and correct on and as of the date hereof. In furtherance of the foregoing,
each New Grantor, as security for the payment and performance in full of the Secured Obligations,
does hereby grant, assign, and pledge to Collateral Agent, for the benefit of the Secured Parties,
a security interest in and security title to all assets of such New Grantor of the type described
in Section 2 of the Security Agreement to secure the full and prompt payment of the Secured
Obligations, including, any interest thereon, plus attorneys’ fees and expenses if the Secured
Obligations represented by the Security Agreement are collected by law, through an attorney-at-law,
or under advice therefrom. Schedule 1, “Commercial Tort Claims”, Schedule 2,
“Copyrights”, Schedule 3, “Intellectual Property Licenses”, Schedule 4, “Patents”,
Schedule 5, “Pledged Companies”, Schedule 6, “Trademarks”, Schedule 7,
“Trade Names; Organizational Identification Numbers; Chief Executive Offices”, Schedule 8,
“Owned Real Property”, Schedule 9, “List of Uniform Commercial Code Filing Jurisdictions”
attached hereto supplement Schedule 1, Schedule 2, Schedule 3, Schedule
4, Schedule 5, Schedule 6, Schedule 7, Schedule 8 and
Schedule 9, respectively, to the Security Agreement and shall be deemed a part thereof for
all purposes of the Security Agreement. Each reference to a “Grantor” in the Security Agreement
shall be deemed to include each New Grantor. The Security Agreement is incorporated herein by
reference.



     2. Each New Grantor represents and warrants to the Secured Parties that this Supplement has
been duly executed and delivered by such New Grantor and constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms, except as enforceability thereof
may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other
similar laws affecting creditors’ rights generally and general principles of equity (regardless of
whether such enforceability is considered in a proceeding at law or in equity).



 









 





     3. This Supplement may be executed in multiple counterparts, each of which shall be deemed to
be an original, but all such separate counterparts shall together constitute but one and the same
instrument. Delivery of a counterpart hereof by facsimile transmission or by other electronic
transmission shall be as effective as delivery of a manually executed counterpart hereof.



     4. Except as expressly supplemented hereby, the Security Agreement shall remain in full force
and effect.



     5. This Supplement shall be construed in accordance with and governed by the laws of the State
of New York.



[Remainder of page intentionally left blank]



 









 





     IN WITNESS WHEREOF, each New Grantor and Collateral Agent have duly executed this Supplement
to the Security Agreement as of the day and year first above written.



	 	 	 	 	 
	NEW GRANTOR:	 AMERICAN FIBER SYSTEMS HOLDING CORP.

 	 
	 	By:  	/s/ Scott E. Beer	 
	 	 	Name:  	Scott E. Beer 	 
	 	 	Title:  	Secretary 	 
	 
	 	AMERICAN FIBER SYSTEMS, INC.

 	 
	 	By:  	/s/ Scott E. Beer	 
	 	 	Name:  	Scott E. Beer 	 
	 	 	Title:  	Secretary 	 
	 
	COLLATERAL AGENT:	SUNTRUST BANK

 	 
	 	By:  	/s/ Nicholas Hahn 	 
	 	 	Name:  	Nicholas Hahn 	 	 
	 	 	Title:  	Director 	 	 
	 



[Signature Page to Security Agreement Supplement]