exv10w7






Exhibit 10.7




SECURITY AGREEMENT SUPPLEMENT




          Supplement
No. 1 (this “Supplement”) dated as of August 16, 2010, to the Security
Agreement, dated as of March 12, 2010 (as amended, restated, supplemented or otherwise modified
from time to time, the “Security Agreement”), 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”).




W I T N E S S E T H:




          WHEREAS, pursuant to that certain Credit Agreement, dated as of March 12, 2010 (as amended,
restated, supplemented, Refinanced, in whole or in part, replaced or otherwise modified from time
to time, the “Credit Agreement”), 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 (the “Guarantors”), the financial institutions
party thereto as lenders (the “Lenders”), SunTrust Bank, as the Issuing Bank, SunTrust
Bank, as the administrative agent for the Lenders (the “Administrative Agent”), and
SunTrust Bank, as Collateral Agent, 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, restated,
supplemented. Refinanced, in whole or in part, replaced or otherwise modified from time to time,
the “Indenture”), by and among the Borrower, 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”), the Borrowers issued or propose to issue
their 10.25% Senior Secured Notes due 2017 in the original principal amount of $250,000,000;




          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, that certain Security Agreement, dated as of March 12, 2010 (including all
annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or
otherwise modified, 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 left blank intentionally]



 









 





          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 GRANTORS:                                   	ZAYO FIBER SOLUTIONS, LLC

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

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




Security
Agreement Supplement





 











 





SECURITY AGREEMENT SCHEDULE SUPPLEMENT




As of August 16, 2010



 









 





Schedule 1




Commercial Tort Claims



     None.



2









 





Schedule 2




Copyrights



     None.



3









 





Schedule 3




Intellectual Property Licenses



     None.



4









 





Schedule 4




Patents



     None.



5









 





Schedule 5




Pledged Companies



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	% of Total
	 	 	 	 	 	 	 	 	 	 	Equity
	 	 	 	 	 	 	 	 	 	 	Represented
	 	 	 	 	 	 	Number of	 	Certificate	 	by
	Pledgor	 	Pledged Entity	 	Type of Interest	 	Shares/Units	 	No.	 	Certificate
	Zayo Group, LLC
	 	Zayo Fiber	 	Membership Interest	 	1,000	 	1	 	100%
	 
	 	Solutions, LLC	 	Units	 	 	 	 	 	 






6









 






Schedule 6




Trademarks



None






7









 








Schedule 7




Trade
Names; Organizational Identification Numbers; Chief Executive Offices



	 	 	 	 	 	 	 	 	 	 	 
	 	 	Trade Name	 	Organizational	 	 	 	 	 	
	Entity, State of	 	(within last 5	 	Identification	 	Chief Executive	 	Principal Place	 	Location of
	Incorporation	 	years)	 	Number	 	Office	 	of Business	 	Books/Records
	Zayo Fiber 

Solutions, LLC, 

Delaware

	 	f/k/a AGL
 Networks,
LLC
	 	EIN 58-2567531
	 	400 Centennial

Parkway, Ste 200

Louisville, CO 80027
	 	400 Centennial 

Parkway, Ste 200 

Louisville, CO 80027 	 	400 Centennial

Parkway, Ste 200

Louisville, CO 80027






8









 






Schedule 8




Owned Real Property



     None.



9









 





Schedule 9




List of Uniform Commercial Code Filing Jurisdictions



	 	 	 	 	 
	 	 	Filing Jurisdiction –	 	Filing Jurisdiction –
	Grantor	 	Personal Property	 	Transmitting Utility Filing
	Zayo Fiber Solutions, LLC
	 	Delaware
	 	Delaware, Georgia, North

Carolina, Arizona,
Missouri*,
 Tennessee*,
Virginia*
	 	 	 	 	 
	 
	 	 	 	* States where ZFS leases
3rd 
party fiber
to support customer

solutions (not ZFS owned
fiber)







10