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Exhibit 10.18    
  


 
 

GENERAL RELEASE    
  


        This General Release (this "Release") is entered into as of March 6, 2003 by and among Cogent
Communications Group, Inc., a Delaware corporation (the "Company"), Allied Riser Communications Corporation, a Delaware corporation
("Allied Riser"), Gerald K. Dinsmore, R. David Spreng, Donald Lynch, and Blair P. Whitaker (Messrs. Dinsmore, Spreng, Lynch and Whitaker
collectively, the "Allied Riser Directors"), and the several noteholders that are signatories hereto (such noteholders each individually a
"Noteholder" and collectively the "Noteholders"). 


 
 

RECITALS    
  


        WHEREAS, the Noteholders hold in the aggregate $106,789,000 face value of the 7.5% Convertible Subordinated Notes Due 2007 issued by Allied Riser (the
"Notes") pursuant to a certain Indenture, dated as of June 28, 2000, between Allied Riser and Wilmington Trust Company (the "Indenture"), as
supplemented pursuant to a certain First Supplemental Indenture, dated as of February 4, 2002 (the "Supplemental Indenture"); 


        WHEREAS,
Allied Riser is the wholly-owned subsidiary of the Company as the result of a merger consummated February 4, 2002 (the
"Merger") pursuant to which the Company became co-obligor with respect to certain obligations related to the Notes under the Indenture and
the Supplemental Indenture governing the Notes; 


        WHEREAS,
certain of the Noteholders are plaintiffs in the action against Allied Riser and certain of its former directors styled as Angelo, Gordon & Co., L.P., JMG Capital
Partners, LLC, Sagamore Hill Hub Fund, LTD., JMG Triton Offshore Fund, LTD., Peninsula Capital Advisors, LLC, Guardfish LLC and Anda Partnership v. Allied Riser Communications
Corporation, a Delaware corporation, Gerald K.
Dinsmore, R. David Spreng, Donald Lynch, and Blair P. Whitaker (Messrs. Dinsmore, Spreng, Lynch and Whitaker collectively, the "Allied Riser
Directors"), (C.A. No. 19298), in the Court of Chancery of the State of Delaware in and for New Castle County (the "Noteholder
Litigation"); 


        WHEREAS,
there is no plaintiff in the Noteholder Litigation that is not a party to this Release; 


        WHEREAS,
certain of the Noteholders filed an involuntary petition against Allied Riser in the Bankruptcy Court for the Northern District of Texas, Dallas Division (Case
No. 02-32607-SAF-7) (the "Bankruptcy Litigation"); 


        WHEREAS,
the Company, Allied Riser and the Noteholders have entered into that certain Settlement Agreement dated March    , 2003 (the "Settlement
Agreement") pursuant to which, among other things, (a) the Noteholders agreed to dismiss with prejudice the Noteholder Litigation and to enter into a general release of
certain claims by the Noteholders against Allied Riser, the Company and the Allied Riser Directors (the "Noteholder Release"), (b) Allied Riser
agreed to make a cash payment to the Noteholders, (c) Allied Riser agreed to enter into a general release of certain claims by Allied Riser against the Noteholders (the
"Allied Riser Release"), (d) the Company agreed to enter into a general release of certain claims by the Company against the Noteholders (the
"Company Release"), and (e) Allied Riser and the Company agreed to cause each of the Allied Riser Directors to enter into a general release with
the Noteholders (the "Allied Riser Director Releases"); and 


        WHEREAS,
the parties have further agreed that each shall deliver this Release into escrow upon the execution of the Settlement Agreement which escrow shall be governed by the terms and
conditions of that certain Escrow Agreement entered into by the Company, Allied Riser, the Noteholders and the Escrow Agent thereunder dated March    , 2003 (the
"Escrow Agreement"). 


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        NOW,
THEREFORE, in consideration of the mutual promises, agreements and releases contained herein and the mutual execution and performances of the Settlement Agreement, the parties agree
as follows: 


AGREEMENT  


        1.    Allied
Riser and the Company hereby release, remise and forever discharge each Noteholder and, as the case may be, its partners, members or stockholders, each of their
associates, owners, members, affiliates, divisions, subsidiaries, predecessors, successors, heirs, assigns, agents, directors, officers, partners, employees, insurers, representatives, counsel and all
persons acting by, through, under or in concert with them, or any of them (collectively, the "Noteholder Releasees"), of and from any and all manner of
action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, loss, cost or expense, of any nature
whatsoever, known or unknown, fixed or contingent (hereinafter called "Claims") that Allied Riser or the Company, or any of their officers, directors,
stockholders, successors or assigns, now have or may hereafter have against the Noteholder Releasees, or any of them, that arise out of or in connection with the Indenture, the Supplemental Indenture,
the Notes, the Merger, the Noteholder Litigation, or the Bankruptcy Litigation, including without limitation, any counterclaims that were made, or that could have been made, in the Noteholder
Litigation or the Bankruptcy Litigation, from the beginning of time to the date hereof (the "Allied Riser and Company Released Claims"). 



        2.    Allied
Riser and the Company further covenant and promise that neither will file, pursue or bring any Allied Riser and Company Released Claim in any judicial or other
forum against any one or more of the Noteholder Releasees, provided, however, that nothing contained herein shall be construed or deemed to release any covenants contained in, or claims for breach by
any Noteholder of any of its representations, warranties, covenants and obligations under this Release, the Settlement Agreement, the Escrow Agreement, or that certain Exchange Agreement dated March
    , 2003 by and among the Company, Allied Riser and the Noteholders (the "Exchange Agreement"). 



        3.    Allied
Riser and the Company each acknowledge that it has been advised by legal counsel that this Release extends to Allied Riser and Company Released Claims that Allied
Riser and the Company do not know or suspect to exist in their respective favors at the time of execution of this Release, which if known by them might have materially affected Allied Riser and the
Company. Allied Riser and the Company, being so advised, hereby expressly waive any rights each may have to such unknown Claims. 


        4.    Allied
Riser and the Company each expressly agree and declare that each has voluntarily agreed to release and discharge all Allied Riser and Company Released Claims of
its free will and accord, acting upon its own volition and that entering into this Release is not an admission of liability on the part of any party to this Release. 


        5.    Mr. Dinsmore
hereby releases, remises and forever discharges the Noteholder Releasees, of and from any and all manner of Claims that Mr. Dinsmore or any of
his heirs, executors administrators, successors or assigns now has or may hereafter have against the Noteholder Releasees, or any of them, that arise out of or in connection with the Indenture, the
Supplemental Indenture, the Notes, the Merger, the Noteholder Litigation, or the Bankruptcy Litigation, including without limitation, any counterclaims that were made, or that could have been made, in
the Noteholder Litigation or the Bankruptcy Litigation, from the beginning of time to the date hereof (the "Dinsmore Released Claims"). 


        6.    Mr. Dinsmore
further covenants and promises that he will not file, pursue or bring any Dinsmore Released Claim in any judicial or other forum against any one or
more of the Noteholder Releasees. 


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        7.    Mr. Dinsmore
acknowledges that he has been advised by legal counsel that this Release extends to Dinsmore Released Claims that Mr. Dinsmore does not know or
suspect to exist in his favor at the time of execution of this Release, which if known by him might have materially affected him. Mr. Dinsmore, being so advised, hereby expressly waives any
rights he may have to such unknown Claims. 


        8.    Mr. Dinsmore
expressly agrees and declares that he has voluntarily agreed to release and discharge all Dinsmore Released Claims of his free will and accord, acting
upon his own volition and that entering into this Release is not an admission of liability on the part of any party to this Release. 



        9.    Mr. Spreng
hereby releases, remises and forever discharges the Noteholder Releasees, of and from any and all manner of Claims that Mr. Spreng or any of his
heirs, executors administrators, successors or assigns now has or may hereafter have against the Noteholder Releasees, or any of them, that arise out of or in connection with the Indenture, the
Supplemental Indenture, the Notes, the Merger, the Noteholder Litigation, or the Bankruptcy Litigation, including without limitation, any counterclaims that were made, or that could have been made, in
the Noteholder Litigation or the Bankruptcy Litigation, from the beginning of time to the date hereof (the "Spreng Released Claims"). 



        10.  Mr. Spreng
further covenants and promises that he will not file, pursue or bring any Spreng Released Claim in any judicial or other forum against any one or more
of the Noteholder Releasees. 


        11.  Mr. Spreng
acknowledges that he has been advised by legal counsel that this Release extends to Spreng Released Claims that Mr. Spreng does not know or
suspect to exist in his favor at the time of execution of this Release, which if known by him might have materially affected him. Mr. Spreng, being so advised, hereby expressly waives any
rights he may have to such unknown Claims. 


        12.  Mr. Spreng
expressly agrees and declares that he has voluntarily agreed to release and discharge all Spreng Released Claims of his free will and accord, acting
upon his own volition and that entering into this Release is not an admission of liability on the part of any party to this Release. 


        13.  Mr. Lynch
hereby releases, remises and forever discharges the Noteholder Releasees, of and from any and all manner of Claims that Mr. Lynch or any of his
heirs, executors administrators, successors or assigns now has or may hereafter have against the Noteholder Releasees, or any of them, that arise out of or in connection with the Indenture, the
Supplemental Indenture, the Notes, the Merger, the Noteholder Litigation, or the Bankruptcy Litigation, including without limitation, any counterclaims
that were made, or that could have been made, in the Noteholder Litigation or the Bankruptcy Litigation, from the beginning of time to the date hereof (the "Lynch Released
Claims"). 


        14.  Mr. Lynch
further covenants and promises that he will not file, pursue or bring any Lynch Released Claim in any judicial or other forum against any one or more of
the Noteholder Releasees. 


        15.  Mr. Lynch
acknowledges that he has been advised by legal counsel that this Release extends to Lynch Released Claims that Mr. Lynch does not know or suspect
to exist in his favor at the time of execution of this Release, which if known by him might have materially affected him. Mr. Lynch, being so advised, hereby expressly waives any rights he may
have to such unknown Claims. 


        16.  Mr. Lynch
expressly agrees and declares that he has voluntarily agreed to release and discharge all Lynch Released Claims of his free will and accord, acting upon
his own volition and that entering into this Release is not an admission of liability on the part of any party to this Release. 


        17.  Mr. Whitaker
hereby releases, remises and forever discharges the Noteholder Releasees, of and from any and all manner of Claims that Mr. Whitaker or any of
his heirs, executors administrators, successors or assigns now has or may hereafter have against the Noteholder Releasees, or any of them, that arise out of or in connection with the Indenture, the
Supplemental Indenture, the Notes, the Merger, the Noteholder Litigation, or the Bankruptcy Litigation, including without limitation, any 


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counterclaims that were made, or that could have been made, in the Noteholder Litigation or the Bankruptcy Litigation, from the beginning of time to the date hereof (the
"Whitaker Released Claims"). 



        18.  Mr. Whitaker
further covenants and promises that he will not file, pursue or bring any Whitaker Released Claim in any judicial or other forum against any one or
more of the Noteholder Releasees. 


        19.  Mr. Whitaker
acknowledges that he has been advised by legal counsel that this Release extends to Whitaker Released Claims that Mr. Whitaker does not know
or suspect to exist in his favor at the time of execution of this Release, which if known by him might have materially affected him. Mr. Whitaker, being so advised, hereby expressly waives any
rights he may have to such unknown Claims. 


        20.  Mr. Whitaker
expressly agrees and declares that he has voluntarily agreed to release and discharge all Whitaker Released Claims of his free will and accord,
acting upon his own volition and that entering into this Release is not an admission of liability on the part of any party to this Release. 


        21.  Each
Noteholder hereby releases, remises and forever discharges each of Allied Riser, the Company and the Allied Riser Directors, and, as the case may be, each of their
stockholders, associates, owners, members, affiliates, divisions, subsidiaries, predecessors, successors, heirs, assigns, agents, directors, officers, partners, employees, insurers, representatives,
counsel and all persons acting by, through, under or in concert with them, or any of them (collectively, the "Company-Side Releasees"), of
and from any and all manner of Claims that any individual Noteholder or the Noteholders collectively, or any of their partners, members, stockholders, successors or assigns, now have or may hereafter
have against the Company-Side Releasees, or any of them, that arise out of or in connection with the Indenture, the Supplemental Indenture, the Notes, the Merger, the Noteholder
Litigation, or the Bankruptcy Litigation, including without limitation, any claims for corporate waste or mismanagement, violations of federal securities law and any allegations that were made, or
that could have been made, and counterclaims that could have been made in the Noteholder Litigation or the Bankruptcy Litigation, from the beginning of time to the date hereof (the
"Noteholder Released Claims"). 


        22.  Each
Noteholder further covenants and promises that it will not file, pursue or bring any Noteholder Released Claim in any judicial or other forum against any one or
more of the Company-Side Releasees, provided, however, that nothing contained herein shall be construed or deemed to release any covenants contained in, or claims for breach by Allied
Riser or the Company of any of their respective representations, warranties, covenants and obligations under the Settlement Agreement, the Exchange Agreement or the Escrow Agreement. 



        23.  Each
Noteholder acknowledges that it has been advised by legal counsel that this release extends to Noteholder Released Claims that such Noteholder does not know or
suspect to exist in its favor at the time of execution of this Release, which if known by such Noteholder might have materially affected such Noteholder. Each Noteholder, being so advised, hereby
expressly waives any rights each may have to such unknown claims. 


        24.  Each
Noteholder expressly agrees and declares that it has voluntarily agreed to release and discharge all Noteholder Released Claims of its free will and accord, acting
upon its own volition and that entering into this Release is not an admission of liability on the part of any party to this Release. 



        25.  The
parties hereto acknowledges that each and every provision of this Release constitutes material consideration for the mutual obligations and promises set forth
herein. 


        26.  This
Release, together with the Settlement Agreement, represents the entire agreement and understanding among the parties with respect to the terms of the Noteholder
Releases and the Allied Riser Releases, Company Releases and the Allied Riser Director Releases and prevails over prior 


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communications between the parties and their representatives about the terms of the Release. This Release was drafted and reviewed by counsel for both parties and neither party shall be considered
the drafter for purposes of construing any ambiguity in the Release. 


        27.  This
Release is binding upon the parties hereto and their respective past, present or future parents, subsidiaries, affiliates, predecessors, successors, transferees,
assigns, representatives, principals, agents, officers, directors, and employees. 


        28.  This
Release may be executed in any number of identical counterparts each of which shall be deemed an original, and all of which together shall constitute a single
agreement. 


        29.  This
Agreement shall be governed by the internal laws of the State of New York without regard to its conflict of law principles. 


[Remainder of this page intentionally left blank; signature page follows]


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        IN WITNESS WHEREOF, the parties hereto have caused this GENERAL RELEASE to be executed as of the date first above written. 



	 	 	ALLIED RISER COMMUNICATIONS CORPORATION
	

 	
 	

/s/  DAVID SCHAEFFER      

	 	 	By:	David Schaeffer
	 	 	Title:	Chief Executive Officer
	

 	
 	

COGENT COMMUNICATIONS GROUP, INC.
	

 	
 	

/s/  DAVID SCHAEFFER      

	 	 	By:	David Schaeffer
	 	 	Title:	Chief Executive Officer
	

 	
 	

/s/  GERALD K. DINSMORE      
 GERALD K. DINSMORE
	

 	
 	

/s/  R. DAVID SPRENG      
 R. DAVID SPRENG
	

 	
 	

/s/  DONALD LYNCH      
 DONALD LYNCH
	

 	
 	

/s/  BLAIR P. WHITAKER      
 BLAIR P. WHITAKER
	

 	
 	

ANDA PARTNERSHIP

By it Partners
	

 	
 	

 	

THE ANN ONLY TRUST
	

 	
 	

 	

/s/  MARK SLEZAK      

	 	 	 	By: Mark Slezak
	 	 	 	Title: Co-Trustee
	

 	
 	

 	

THE ANN AND DESCENDANTS TRUST
	

 	
 	

 	

/s/  MARK SLEZAK      

	 	 	 	By: Mark Slezak
	 	 	 	Title: Co-Trustee
	

 	
 	

CRT CAPITAL GROUP, LLC
	

 	
 	

/s/  C. MICHAEL VAUGHN      

	 	 	By:	C. Michael Vaughn
	 	 	Title:	Member
	

 	
 	

GUARDFISH, LLC
	

 	
 	

/s/  JOHN C. KOPCHIK      

	 	 	By:	John C. Kopchik
	 	 	Title:	Principal of its Manager, Providence Asset Management LLC



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ANGELO, GORDON & CO., L.P.
	

 	
 	

/s/  MICHAEL L. GORDON      

	 	 	By:	Michael L. Gordon
	 	 	Title:	Authorized Signatory
	

 	
 	

HBV MASTER REDISCOVERY OPPORTUNITIES FUND, L.P.
	

 	
 	

/s/  GEORGE J. KONOMOS      

	 	 	By:	George J. Konomos
	 	 	Title:	Portfolio Manager
	

 	
 	

JMG CAPITAL PARTNERS, L.P.
	

 	
 	

/s/  JOHNATHAN GLASER      

	 	 	By:	Jonathan Glaser
	 	 	Title:	Managing Member
	

 	
 	

JMG TRITON OFFSHORE FUND, LTD.
	

 	
 	

/s/  JOHNATHAN GLASER      

	 	 	By:	Jonathan Glaser
	 	 	Title:	Managing Member
	

 	
 	

MARKETUS VALUE PARTNERS, L.P.
	

 	
 	

/s/  EDMUND A. HAJIM      

	 	 	By:	Edmund A. Hajim
	 	 	Title:	Managing Member of its General Partner, Marketus, L.L.C.
	

 	
 	

LA POLICE AND FIRE PENSION FUND

By its Manager,

WR HUFF & CO.
	

 	
 	

/s/  MICHAEL J. MCGUINESS      

	 	 	By:	Michael J. McGuiness
	 	 	Title:	Portfolio Manager
	

 	
 	

PENINSULA INVESTMENT PARTNERS, L.P.
	

 	
 	

/s/  R. TED WESCHLER      

	 	 	By:	R. Ted Weschler
	 	 	Title:	Managing Member of its Investment Advisor and General Partner
	

 	
 	

SAGAMORE HILL HUB FUND LTD.
	

 	
 	

/s/  MARK MAY      

	 	 	By:	Mark May
	 	 	Title:	 
	

 	
 	

LC CAPITAL MASTER FUND, LTD.
	

 	
 	

/s/  STEVE LAMPE      

	 	 	By:	Steve Lampe
	 	 	Title:	Managing Member




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Exhibit 10.18


GENERAL RELEASE

RECITALS