exv4w4






Exhibit 4.4




THIRD SUPPLEMENTAL INDENTURE




     Third Supplemental Indenture (this “Supplemental Indenture”), dated as of November 5, 2010,
among American Fiber Systems Holding Corporation., a Delaware corporation (“Holding”), American
Fiber Systems, Inc., a Delaware corporation (“AFS” and together with Holding, the “Guaranteeing
Subsidiaries”), each 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”).



W I T N E S S E T H




     WHEREAS, each of the Company, the Co-Issuer, and the Guarantors (as defined in the Indenture
referred to below) have heretofore executed and delivered to the Trustee an indenture, dated as of
March 12, 2010 (the “Base Indenture”), among the Issuers, the Guarantors party thereto and the
Trustee, as supplemented by the First Supplemental Indenture, dated as of September 13, 2010 (the
“First Supplemental Indenture”), between Zayo Fiber Solutions, LLC, and the Trustee, and the Second
Supplemental Indenture, dated as of September 20, 2010 (the “Second Supplemental Indenture”), among
the Issuers, the Guarantors party thereto and the Trustee (such Base Indenture, as supplemented by
the First Supplemental Indenture and the Second Supplemental Indenture, the “Indenture”).



     WHEREAS, the Indenture provides for the issuance of an unlimited aggregate principal amount of
10.25% Senior Secured First-Priority Notes due 2017 (the “Notes”);



     WHEREAS, the Indenture provides that under certain circumstances each Guaranteeing Subsidiary
shall execute and deliver to the Trustee a supplemental indenture pursuant to which each such
Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’ Obligations under the
Notes and the Indenture on the terms and conditions set forth herein and under the Indenture; and



     WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and
deliver this Supplemental Indenture;



     NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree
for the equal and ratable benefit of the Holders of the Notes as follows:



     (1) Capitalized Terms. Capitalized terms used herein without definition shall have
the meanings assigned to them in the Indenture.



     (2) Agreement to be Bound. Each Guaranteeing Subsidiary hereby becomes a party to the
Indenture as a Guarantor and as such will have all of the rights and be subject to all of the
obligations and agreements of a Guarantor under the Indenture.



 









 





     (3) Guarantee. Each Guaranteeing Subsidiary agrees, on a joint and several basis with
all the existing Guarantors, to Guarantee to each Holder of the Notes and the Trustee the Indenture
Obligations pursuant to Article 13 of the Indenture.



     (4) No Recourse Against Others. No director, officer, employee, incorporator, or
stockholder of either Guaranteeing Subsidiary shall have any liability for any obligations of the
Issuers or the Guarantors (including such Guaranteeing Subsidiary) under the Notes, any Note
Guarantees, the Indenture, or this Supplemental Indenture, or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder, by accepting Notes, waives
and releases all such liability. The waiver and release are part of the consideration for issuance
of the Notes and the Note Guarantees.



     (5) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



     (6) Counterparts. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement.



     (7) Effect of Headings. The Section headings herein are for convenience only and
shall not affect the construction hereof.



     (8) The Trustee. The Trustee shall not be responsible in any manner whatsoever for or
in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of
the recitals contained herein, all of which recitals are made solely by each Guaranteeing
Subsidiary.



     (9) Benefits Acknowledged. Each Guaranteeing Subsidiary’s Guarantee is subject to the
terms and conditions set forth in the Indenture. Each Guaranteeing Subsidiary acknowledges that it
will receive direct and indirect benefits from the financing arrangements contemplated by the
Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to
this Note Guarantee are knowingly made in contemplation of such benefits.



     (10) Successors. All agreements of each Guaranteeing Subsidiary in this Supplemental
Indenture shall bind its successors, except as otherwise provided in the Indenture. All agreements
of the Trustee in this Supplemental Indenture shall bind its successors.



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     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed, all as of the date first above written.



	 	 	 	 	 
	 	AMERICAN FIBER SYSTEMS HOLDING CORP.

 	 
	 	By:  	/s/  Kenneth des Garennes
 	 
	 	 	Name:  	Kenneth desGarennes 	 
	 	 	Title:  	Vice President and Chief Financial Officer 	 
	 
	 	AMERICAN FIBER SYSTEMS, INC.

 	 
	 	By:  	/s/ Kenneth des Garennes
 	 
	 	 	Name:  	Kenneth desGarennes 	 
	 	 	Title:  	Vice President and Chief Financial Officer 	 
	 
	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

 	 
	 	By:  	/s/ Melonee Young
 	 
	 	 	Name:  	Melonee Young 	 
	 	 	Title:  	Vice President