exv10w6






Exhibit 10.6




SECURITY AGREEMENT




     This SECURITY AGREEMENT (this “Agreement”) is made as of this 12th day of March, 2010
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 “Grantor”), and SUNTRUST BANK, in its capacity as collateral agent for the
Secured Parties (as defined below) (together with its successors and assigns, “Collateral
Agent”).



W I T N E S S E T H:




     WHEREAS, pursuant to that certain Credit Agreement, dated as of the date hereof (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 from time to time as lenders (the “Lenders”), SunTrust Bank, as the Issuing
Bank, SunTrust Bank, as the administrative agent for the Lenders (together with its successors and
assigns, the “Administrative Agent”), and SunTrust Bank, as Collateral Agent, the Lender
Group is willing to make certain financial accommodations available to the Borrowers from time to
time pursuant to the terms and conditions thereof;



     WHEREAS, pursuant to that certain Indenture, dated as of the date hereof (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 (as defined below) (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 (the “Senior Note Indebtedness”);



     WHEREAS, Collateral Agent has agreed to act as collateral agent for the benefit of the Secured
Parties in connection with the transactions contemplated by this Agreement, the Credit Agreement,
the Indenture and any Additional Loan and Notes Agreement (as defined in the Intercreditor
Agreement); and



     WHEREAS, in order to induce the Secured Parties to enter into the Credit Agreement, the other
Loan Documents, the Indenture and the other Senior Note Documents, and any Additional Loan and
Notes Agreements (as defined in the Intercreditor Agreement), as applicable, and to induce the
Secured Parties to make financial accommodations to the



 









 




Borrowers as provided for in the Credit Agreement and the Indenture, or constituting
Additional Loan and Notes Obligations (as defined in the Intercreditor Agreement), as applicable,
Grantors have agreed to grant a continuing security interest in and to the Collateral in order to
secure the prompt and complete payment, observance and performance of, among other things, (a) all
of the present and future obligations of Grantors arising from this Agreement, the Credit
Agreement, the other Loan Documents, the Bank Products Documents, the Indenture and the other
Senior Note Documents, including under any Guaranty, (b) all other Obligations and Senior Note
Indebtedness, and (c) Additional Loan and Notes Obligations (as defined in the
Intercreditor Agreement), including, in the case of each of clauses (a),(b) and (c), attorneys’
fees and expenses and any interest, fees or expenses that accrue after the filing of an Insolvency
Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any
Insolvency Proceeding (clauses (a), (b) and (c) being hereinafter referred to as the “Secured
Obligations”);




     NOW, THEREFORE, for and in consideration of the recitals made above, the financial
accommodations provided under the Credit Agreement and the Indenture which directly or indirectly
benefit the Grantors, and other good and valuable consideration, the receipt, sufficiency and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:



     1. Defined Terms. All capitalized terms used herein (including in the preamble and
recitals hereof) without definition herein shall have the meanings ascribed thereto in the Credit
Agreement. Any terms used in this Agreement that are defined in the UCC shall be construed and
defined as set forth in the UCC unless otherwise defined herein or in the Credit Agreement;
provided, however, that to the extent that the UCC is used to define any term
herein and such term is defined differently in different Articles of the UCC, the definition of
such term contained in Article 9 of the UCC shall govern. In addition to those terms defined
elsewhere in this Agreement, as used in this Agreement, the following terms shall have the
following meanings:



          (a) “Books” means books and records (including each Grantor’s Records indicating,
summarizing, or evidencing or related to such Grantor’s assets (including the Collateral) or
liabilities, each Grantor’s Records relating to such Grantor’s business operations or financial
condition, and each Grantor’s goods or General Intangibles related to such information).




          (b) “Borrower” has the meaning specified therefor in the recitals to this Agreement.




          (c) “Chattel Paper” means chattel paper (as that term is defined in the UCC) and
includes tangible chattel paper and electronic chattel paper.




          (d) “Collateral” has the meaning specified therefor in Section 2.




          (e) “Commercial Tort Claims” means commercial tort claims (as that term is defined in
the UCC), and includes those commercial tort claims listed on Schedule 1.




          (f) “Copyrights” means copyrights and copyright registrations, including the copyright
registrations and recordings thereof and all applications in connection therewith listed on
Schedule 2, and (i) all reissues, continuations, extensions or renewals thereof, (ii) all
income,






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royalties, damages and payments now and hereafter due or payable under and with respect
thereto, including payments under all licenses entered into in connection therewith and damages and
payments for past or future infringements or dilutions thereof, (iii) the right to sue for past,
present and future infringements and dilutions thereof, (iv) the goodwill of each Grantor’s
business symbolized by the foregoing and connected therewith, and (v) all of each Grantor’s rights
corresponding to the foregoing throughout the world.




          (g) “Copyright Security Agreement” means each Copyright Security Agreement among
Grantors, or any of them, and Collateral Agent, for the benefit of the Secured Parties, in
substantially the form of Exhibit B attached hereto, pursuant to which Grantors have
granted to Collateral Agent, for the benefit of the Secured Parties, a security interest in all
their respective Copyrights.




          (h) “Credit Agreement” has the meaning specified therefor in the recitals to this
Agreement.




          (i) “Deposit Account” means any deposit account (as that term is defined in the UCC).




          (j) “Equipment” means equipment (as that term is defined in the UCC).




          (k) “Event of Default” means an Event of Default as defined in either the Credit
Agreement or the Indenture or any Additional Loan and Notes Agreements (as defined in the
Intercreditor Agreement).




          (l) “Foreign Stock Subsidiary” has the meaning specified therefor in Section
2.




          (m) “General Intangibles” means general intangibles (as that term is defined in the
UCC) and, in any event, including payment intangibles, contract rights, rights to payment, rights
arising under common law, statutes, or regulations, choses or things in action, goodwill (including
the goodwill associated with any Trademark, Patent, or Copyright), Patents, Trademarks, Copyrights,
URLs and domain names, industrial designs, other industrial or Intellectual Property or rights
therein or applications therefor, whether under license or otherwise, programs, programming
materials, blueprints, drawings, purchase orders, customer lists, monies due or recoverable from
pension funds, route lists, rights to payment and other rights under any royalty or licensing
agreements, including Intellectual Property Licenses, infringement claims, computer programs,
information contained on computer disks or tapes, software, literature, reports, catalogs, pension
plan refunds, pension plan refund claims, insurance premium rebates, tax refunds, and tax refund
claims, uncertificated Equity Interests not constituting a security (as defined in the UCC), and
any other personal property other than commercial tort claims, money, Accounts, Chattel Paper,
Deposit Accounts, goods, Investment Related Property, Negotiable Collateral, and oil, gas, or other
minerals before extraction.




          (n) “Grantor” and “Grantors” have the meanings specified therefor in the
recitals to this Agreement.







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          (o) “Guarantors” has the meaning specified therefor in the recitals to this Agreement.




          (p) “Indenture” has the meaning specified in the recitals to this Agreement.




          (q) “Intellectual Property” means any and all Intellectual Property Licenses, Patents,
Copyrights, Trademarks and trade secrets, the goodwill associated with such Trademarks and trade
secrets and customer lists.




          (r) “Intellectual Property Licenses” means rights under or interest in any Patent,
Trademark, Copyright or other Intellectual Property, including software license agreements with any
other party, whether the applicable Grantor is a licensee or licensor under any such license
agreement, including the license agreements listed on Schedule 3, and the right to use the
foregoing in connection with the enforcement of the Secured Parties’ rights under the Loan
Documents and the Senior Note Documents, including this Agreement and the other Security Documents,
including the right to prepare for sale and sell any and all Inventory and Equipment now or
hereafter owned by any Grantor and now or hereafter covered by such licenses.




          (s) “Inventory” means inventory (as that term is defined in the UCC).




          (t) “Investment Related Property” means (i) investment property (as that term is
defined in the UCC), and (ii) all of the following regardless of whether classified as investment
property under the UCC: all Pledged Interests; Pledged Operating Agreements; and Pledged
Partnership Agreements.




          (u) “Lenders” has the meaning specified therefor in the recitals to this Agreement.




          (v) “Negotiable Collateral” means letters of credit, letter of credit rights,
instruments, promissory notes, drafts and documents (as such terms are defined in the UCC).




          (w) “Patents” means patents and patent applications, including the patents and patent
applications listed on Schedule 4, and (i) all renewals thereof, (ii) all income,
royalties, damages and payments now and hereafter due or payable under and with respect thereto,
including payments under all licenses entered into in connection therewith and damages and payments
for past or future infringements or dilutions thereof, (iii) the right to sue for past, present and
future infringements and dilutions thereof, and (iv) all of each Grantor’s rights corresponding to
the foregoing throughout the world.




          (x) “Patent Security Agreement” means each Patent Security Agreement among Grantors,
or any of them, and Collateral Agent, for the benefit of the Secured Parties, in substantially the
form of Exhibit C attached hereto, pursuant to which Grantors have granted to Collateral
Agent, for the benefit of the Secured Parties, a security interest in all their respective Patents.







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          (y) “Pledged Companies” means, each Person listed on Schedule 5 as a “Pledged
Company”, together with each other Subsidiary of any Grantor, all or a portion of whose Equity
Interests, is acquired or otherwise owned by a Grantor after the Agreement Date.




          (z) “Pledged Interests” means all of each Grantor’s right, title and interest in and
to all of the Equity Interests now or hereafter owned by such Grantor, regardless of class or
designation, including, in each of the Pledged Companies, and all substitutions therefor and
replacements thereof, all proceeds thereof and all rights relating thereto, including any
certificates representing the Equity Interests, the right to request after the occurrence and
during the continuation of an Event of Default that such Equity Interests be registered in the name
of Collateral Agent or any of its nominees, the right to receive any certificates representing any
of the Equity Interests and the right to require that such certificates be delivered to Collateral
Agent together with undated powers or assignments of investment securities with respect thereto,
duly endorsed in blank by such Grantor, all warrants, options, share appreciation rights and other
rights, contractual or otherwise, in respect thereof and of all dividends, distributions of income,
profits, surplus, or other compensation by way of income or liquidating distributions, in cash or
in kind, and cash, instruments, and other property from time to time received, receivable, or
otherwise distributed in respect of or in addition to, in substitution of, on account of, or in
exchange for any or all of the foregoing.




          (aa) “Pledged Interests Addendum” means a Pledged Interests Addendum substantially in
the form of Exhibit D to this Agreement.




          (bb) “Pledged Operating Agreements” means all of each Grantor’s rights, powers, and
remedies under the limited liability company operating agreements of each of the Pledged Companies
that are limited liability companies.




          (cc) “Pledged Partnership Agreements” means all of each Grantor’s rights, powers, and
remedies under the partnership agreements of each of the Pledged Companies that are partnerships.




          (dd) “Proceeds” has the meaning specified therefor in Section 2.




          (ee) “Real Property” means any estates or interests in real property now owned or
hereafter acquired by any Grantor and the improvements thereto.




          (ff) “Records” means information that is inscribed on a tangible medium or which is
stored in an electronic or other medium and is retrievable in perceivable form.




          (gg) “Refinance” means, in respect of any indebtedness, to refinance, extend, renew,
amend, increase, modify, supplement, restructure, refund, replace or repay, or to issue other
indebtedness or enter alternative financing arrangements, in exchange or replacement for such
indebtedness (in whole or in part), including by adding or replacing lenders, creditors, agents,
borrowers and/or guarantors, and including in each case, but not limited to, after the original
instrument giving rise to such indebtedness has been terminated and including, in each case,
through any credit agreement, indenture or other agreement, and the terms “Refinanced” and
“Refinancing” have correlative meanings.







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          (hh) “Secured Obligations” has the meaning specified in the recitals to this
Agreement.




          (ii) “Securities Account” means any securities account (as that term is defined in the
UCC).




          (jj) “Security Interest” has the meaning specified therefor in Section 2.




          (kk) “Secured Parties” has the meaning specified in the recitals to this Agreement.




          (ll) “Senior Note Holders” has the meaning specified in the recitals to this
Agreement.




          (mm) “Senior Notes” has the meaning specified in the recitals to this Agreement




          (nn) “Supporting Obligations” means supporting obligations (as such term is defined in
the UCC), and includes letters of credit and guaranties issued in support of Accounts, Chattel
Paper, documents, General Intangibles, instruments, or Investment Related Property.




          (oo) “Trademarks” means trademarks, trade names, registered trademarks, trademark
applications, service marks, registered service marks and service mark applications, including the
trade names, registered trademarks, trademark applications, registered service marks and service
mark applications listed on Schedule 6, and (i) all renewals thereof, (ii) all income,
royalties, damages and payments now and hereafter due or payable under and with respect thereto,
including payments under all licenses entered into in connection therewith and damages and payments
for past or future infringements or dilutions thereof, (iii) the right to sue for past, present and
future infringements and dilutions thereof, (iv) the goodwill of each Grantor’s business symbolized
by the foregoing and connected therewith, and (v) all of each Grantor’s rights corresponding to the
foregoing throughout the world.




          (pp) “Trademark Security Agreement” means each Trademark Security Agreement among
Grantors, or any of them, and Collateral Agent, for the benefit of the Secured Parties, in
substantially the form of Exhibit E attached hereto, pursuant to which Grantors have
granted to Collateral Agent, for the benefit of the Secured Parties, a security interest in all
their respective Trademarks.




          (qq) “Trustee” has the meaning specified in the recitals to this Agreement.




          (rr) “URL” means “uniform resource locator,” an internet web address.




     2. Grant of Security. Each Grantor hereby unconditionally grants, assigns, and
pledges to Collateral Agent, for the benefit of the Secured Parties, a continuing security interest
(hereinafter referred to as the “Security Interest”) in all personal property of such
Grantor whether now owned or hereafter acquired or arising and wherever located, including such
Grantor’s right, title, and interest in and to the following, whether now owned or hereafter
acquired or arising and wherever located (the “Collateral”, subject to the succeeding
paragraph):



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          (a) all of such Grantor’s Accounts;




          (b) all of such Grantor’s Books;




          (c) all of such Grantor’s Chattel Paper;




          (d) all of such Grantor’s interest with respect to any Deposit Account;




          (e) all of such Grantor’s Equipment and fixtures;




          (f) all of such Grantor’s General Intangibles;




          (g) all of such Grantor’s Inventory;




          (h) all of such Grantor’s Investment Related Property;




          (i) all of such Grantor’s Negotiable Collateral;




          (j) all of such Grantor’s rights in respect of Supporting Obligations;




          (k) all of such Grantor’s interest with respect to any Commercial Tort Claims;




          (l) all of such Grantor’s money, Cash Equivalents, or other assets of each such Grantor that
now or hereafter come into the possession, custody, or control of Collateral Agent or any Secured
Party; and




          (m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing,
including proceeds of insurance or commercial tort claims covering or relating to any or all of the
foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General
Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations,
money, or other tangible or intangible property resulting from the sale, lease, license, exchange,
collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation
with respect to any of the property of Grantors, any rebates or refunds, whether for taxes or
otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and
the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above,
whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty,
or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the
foregoing Collateral (the “Proceeds”). Without limiting the generality of the foregoing,
the term “Proceeds” includes whatever is receivable or received when Investment Related Property or
proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is
voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor
or Collateral Agent from time to time with respect to any of the Investment Related Property.




     Notwithstanding any of the other provisions set forth in this Section 2 to the
contrary, the term Collateral and the terms set forth in this Section 2 defining the
components of Collateral (and the defined terms which such components directly or indirectly
comprise in turn) shall not include, and this Agreement shall not constitute a grant of a security
interest in (i) any intent-to-



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use United States trademark application for which an amendment to allege use or statement of
use has not been filed and accepted by the United States Patent and Trademark Office (provided that
each such intent-to-use application shall be considered Collateral immediately and automatically
upon such filing and acceptance), (ii) any instrument, Investment Related Property (to the extent
issued by or pertaining to a Person other than a Grantor or a Subsidiary thereof), contract,
license, permit or other General Intangible which by its terms, or under Applicable Law, or (in the
case of such Investment Related Property) by the terms of any applicable organizational document or
bylaws or similar agreement, cannot be, or requires any consent (which has not been obtained) to
be, pledged, transferred or assigned by Grantor, or to the extent that granting a security interest
therein without a consent, waiver, or amendment (which has not been obtained) would result in a
breach or default under, or give rise to a right by any party to terminate, the instrument,
Investment Related Property (or applicable organizational document or bylaws or similar agreement),
contract, license, permit or General Intangible (in each case after giving effect to Sections
9-406(d), 9-407(a), 9-408(a) or 9-409 of the UCC (or any successor provision or provisions) or any
other applicable law); provided, however, that with respect to any potential
Collateral described in this clause (ii) requiring a consent, waiver or amendment prior to the
effective grant of a security interest, the affected Grantor shall have used commercially
reasonable efforts to obtain such consent, waiver or amendment, (iii) any FCC License or any State
PUC License, solely at such times and to the extent that a security interest in such FCC License or
such State PUC License is not permitted under Applicable Law, (iv) any Equity Interests of (x) a
Person formed under the laws of a jurisdiction other than the United States or any State of the
United States or the District of Columbia or (y) a Person that is a “controlled foreign
corporation” (or several thereof) as defined in Section 957(a) of the Code (any such Person
described in clause (x) or (y), a “Foreign Stock Subsidiary”) in excess of 65% of the
outstanding Equity Interests of such Foreign Stock Subsidiary and any Equity Interests of a
Subsidiary of any Foreign Stock Subsidiary, (v) any property owned by any Grantor on the date
hereof or hereafter acquired that is subject to a Lien securing a purchase money or capital or
finance lease obligation permitted to be incurred pursuant to the Credit Agreement and the
Indenture if (and in each case only for so long as) the contract or other agreement in which such
Lien is granted (or the documentation providing for such purchase money, project financing or
capital or finance lease obligation) prohibits the creation of any other Lien on such property,
except to the extent that the term in such contract or other agreement providing for such
prohibition is ineffective under Applicable Law, and (vi) any Equity Interests or other securities
of any Subsidiary of a Grantor in excess of the maximum amount of such Equity Interests or
securities that could be included in the Collateral without creating a requirement pursuant to Rule
3-16 of Regulation S-X under the Securities Act for separate financial statements of such
Subsidiary to be included in filings by any direct or indirect parent of such Subsidiary with the
SEC.




     3. Security for Obligations. This Agreement and the Security Interest created hereby
secures the payment and performance of all of the Secured Obligations, whether now existing or
arising hereafter. Without limiting the generality of the foregoing, this Agreement secures the
payment of all amounts which constitute part of the Secured Obligations and would be owed by
Grantors, or any of them, to Collateral Agent or any Secured Party, but for the fact that they are
unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any
Grantor.



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     4. Grantors Remain Liable. Anything herein to the contrary notwithstanding, (a) each
of the Grantors shall remain liable under the contracts and agreements included in the Collateral
in accordance with their terms, including the Pledged Operating Agreements and the Pledged
Partnership Agreements, to perform all of the duties and obligations thereunder to the same extent
as if this Agreement had not been executed, (b) the exercise by Collateral Agent or any Secured
Party of any of the rights hereunder shall not release any Grantor from any of its duties or
obligations under such contracts and agreements included in the Collateral, and (c) no Secured
Party shall have any obligation or liability under such contracts and agreements included in the
Collateral by reason of this Agreement, nor shall any Secured Party be obligated to perform any of
the obligations or duties of any Grantors thereunder or to take any action to collect or enforce
any claim for payment assigned hereunder. Until an Event of Default shall occur and be continuing,
except as otherwise provided in this Agreement, the Credit Agreement, the other Loan Documents, the
Indenture and the other Senior Note Documents, Grantors shall have the right to possession and
enjoyment of the Collateral, subject to and upon the terms hereof and of the Credit Agreement, the
other Loan Documents, the Indenture and the other Senior Note Documents. Without limiting the
generality of the foregoing, it is the intention of the parties hereto that record and beneficial
ownership of the Pledged Interests, including all voting, consensual, and dividend rights, shall
remain in the applicable Grantor owning such Pledged Interests from time to time until the
occurrence of an Event of Default and until Collateral Agent shall notify the applicable Grantor of
Collateral Agent’s exercise of voting, consensual, or dividend rights with respect to the Pledged
Interests pursuant to Section 16.



     5. Representations and Warranties. Each Grantor hereby represents and warrants as
follows:



          (a) The exact legal name of each of the Grantors as of the Agreement Date is set forth on the
signature pages of this Agreement or on a written notice provided to Collateral Agent pursuant to
Section 8.7(e) of the Credit Agreement. No Grantor conducts as of the Agreement Date, and,
during the five-year period immediately preceding the Agreement Date, no Grantor has conducted,
business under any trade name or other name other than those set forth on Schedule 7.




          (b) Such Grantor’s organizational identification number (within the meaning of Section
9-516(b)(5)(C)(iii) of the applicable provision of the Uniform Commercial Code in effect in the
state applicable to such Grantor), and its chief executive office, principal place of business and
the place where such Grantor maintains its records concerning the Collateral are set forth, as of
the Agreement Date, on Schedule 7. If such Grantor is a corporation, limited liability
company, limited partnership, corporate trust or other registered organization, the state under
whose law such registered organization was organized is set forth, as of the Agreement Date, on
Schedule 7.




          (c) Schedule 8 sets forth all Real Property owned by Grantors (and constituting
ownership in fee simple) as of the Agreement Date, except for Real Property with a value less than
$350,000.




          (d) As of the Agreement Date, no Grantor has any interest in, or title to, any registered
Copyrights, Patents, or Trademarks, or material Intellectual Property Licenses, except






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as set forth on Schedules 2, 4, 6, and 3, respectively. This
Agreement is effective to create a valid and continuing Lien on such Copyrights, Intellectual
Property Licenses, Patents and Trademarks and, upon filing of the Copyright Security Agreement with
the United States Copyright Office and filing of the Patent Security Agreement and the Trademark
Security Agreement with the United States Patent and Trademark Office, and the filing of
appropriate financing statements in the jurisdictions listed on Schedule 9, all action
necessary or desirable to perfect the Security Interest in and to each Grantor’s registered
Patents, Trademarks, or Copyrights has been taken and such perfected Security Interests are
enforceable as such as against any and all creditors of and purchasers from any Grantor. No
Grantor has any interest in any Copyright that is necessary in connection with the operation of
such Grantor’s business, except (i) for those Copyrights identified on Schedule 2 which
have been registered with the United States Copyright Office or (ii) for those Copyrights which the
failure to register with the United State Copyright Office could not reasonably be expected to have
a Materially Adverse Effect.




          (e) This Agreement creates a valid security interest in the Collateral of each of Grantors, to
the extent a security interest therein can be created under the UCC, securing the payment of the
Secured Obligations. Except to the extent a security interest in the Collateral cannot be
perfected by the filing of a financing statement under the UCC, all filings and other actions
necessary to perfect such security interest have been duly taken or will have been taken upon the
filing of financing statements listing each applicable Grantor, as a debtor, and Collateral Agent,
as secured party, in the jurisdictions listed next to such Grantor’s name on Schedule 9.
Upon the making of such filings, Collateral Agent shall have a first priority perfected security
interest in the Collateral of each Grantor to the extent such security interest can be perfected by
the filing of a financing statement subject only to Permitted Liens. All action reasonably
required by Collateral Agent by any Grantor necessary to protect and perfect such security interest
on each item of Collateral has been duly taken.




          (f) (i) Except for the Security Interest created hereby, other Liens created by the Credit
Agreement, the other Loan Documents, the Indenture, the Senior Note Documents, any Additional Loan
and Notes Agreement (as defined in the Intercreditor Agreement) and other Permitted Liens, each
Grantor is and will at all times be the sole holder of record and the legal and beneficial owner,
free and clear of all Liens, of the Pledged Interests indicated on Schedule 5 as being
owned by such Grantor and, when acquired by such Grantor, any Pledged Interests acquired after the
Agreement Date; (ii) all of the Pledged Interests are duly authorized, validly issued, fully paid
and nonassessable and the Pledged Interests constitute or will constitute the percentage of the
issued and outstanding Equity Interests of the Pledged Companies of such Grantor identified on
Schedule 5, as supplemented or modified by any Pledged Interests Addendum or any supplement
in the form attached hereto as Exhibit A; (iii) such Grantor has the right and requisite
authority to pledge the Investment Related Property pledged by such Grantor to Collateral Agent as
provided herein; (iv) all actions necessary or desirable to perfect, establish the first priority
of, or otherwise protect, Collateral Agent’s Security Interest in the Investment Related Property,
and the proceeds thereof, will have been duly taken, (A) upon the execution and delivery of this
Agreement, (B) upon the taking of possession by Collateral Agent of any certificates constituting
the Pledged Interests, to the extent such Pledged Interests are represented by certificates,
together with undated powers endorsed in blank by the applicable Grantor, (C) upon the filing of
financing statements in the applicable jurisdiction set forth on Schedule 9 for






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such Grantor with respect to the Pledged Interests of such Grantor that are not represented by
certificates, (D) with respect to any Securities Accounts, upon the delivery of Blocked Account
Agreements with respect thereto and (E) with respect to any uncertificated Pledged Interests, upon
a notation with respect to the Lien of Collateral Agent being recorded in the appropriate corporate
books and/or records of the applicable Grantor; and (v) each Grantor has delivered to and deposited
with Collateral Agent (or, with respect to any Pledged Interests created or obtained after the
Agreement Date, will deliver and deposit in accordance with Sections 6(a) and 8)
all certificates representing the Pledged Interests owned by such Grantor to the extent such
Pledged Interests are represented by certificates, and undated powers endorsed in blank with
respect to such certificates. None of the Pledged Interests owned or held by such Grantor has been
issued or transferred in violation of any securities registration, securities disclosure or similar
laws of any jurisdiction to which such issuance or transfer may be subject. In addition, no
effective financing statement or other instrument similar in effect covering all or any part of the
Pledged Interests or listing any Grantor as debtor with respect thereto, is on file in any
recording office, having been authorized by such Grantor, except as may have been filed in favor of
Collateral Agent pursuant to this Agreement.




          (g) If, except as contemplated by Section 9, any consent, approval, authorization, or
other order or other action by, or any notice to or filing with, any Governmental Authority or any
other Person that has not been obtained is required (i) for the grant of a Security Interest by
such Grantor in and to the Collateral pursuant to this Agreement or for the execution, delivery, or
performance of this Agreement by such Grantor, or (ii) for the exercise by Collateral Agent of the
voting or other rights provided for in this Agreement with respect to the Investment Related
Property or the remedies in respect of the Collateral pursuant to this Agreement, except as may be
required in connection with such disposition of Investment Related Property by laws affecting the
offering and sale of securities generally, then, upon the reasonable request of Collateral Agent,
each Grantor agrees to use its commercially reasonable efforts to assist Collateral Agent in
obtaining as soon as practicable any such necessary approvals or consent for the exercise of any
such remedies and rights.




     6. Covenants. Each Grantor, jointly and severally, covenants and agrees with
Collateral Agent and the Secured Parties that from and after the date of this Agreement and until
the date of termination of this Agreement in accordance with Section 23:



          (a) Possession of Collateral. In the event that any Collateral, including proceeds,
is evidenced by or consists of Negotiable Collateral (except for a letter of credit or instrument
with a face amount less than $50,000, individually, or $100,000, in the aggregate), Investment
Related Property, or Chattel Paper (except for Chattel Paper in a face amount less than $50,000,
individually, or $100,000, in the aggregate), and if and to the extent that perfection or priority
of Collateral Agent’s Security Interest is dependent on or enhanced by possession, the applicable
Grantor, promptly upon the request of Collateral Agent and in accordance with Section 8
hereof, shall execute such other documents and instruments as shall be reasonably requested by
Collateral Agent or, if applicable, endorse and deliver physical possession of such Negotiable
Collateral (except for a letter of credit or instrument with a face amount less than $50,000,
individually, or $100,000, in the aggregate), Investment Related Property, or Chattel Paper (except
for Chattel Paper in a face amount less than $50,000, individually, or $100,000, in






11









 







the aggregate) to Collateral Agent, together with such undated powers endorsed in blank as
shall be reasonably requested by Collateral Agent;




          (b) Chattel Paper.




               (i) Each Grantor shall take all steps necessary to grant Collateral Agent control of all
electronic Chattel Paper (except for Chattel Paper in a face amount less than $50,000,
individually, or $100,000, in the aggregate) in accordance with the UCC and all “transferable
records” as that term is defined in Section 16 of the Uniform Electronic Transaction Act and
Section 201 of the federal Electronic Signatures in Global and National Commerce Act as in effect
in any relevant jurisdiction; and



               (ii) If any Grantor retains possession of any Chattel Paper or instruments (except for Chattel
Paper or instruments in a face amount less than $50,000, individually, or $100,000, in the
aggregate) (which retention of possession shall be subject to the extent permitted hereby, by the
other Loan Documents and the other Senior Note Documents), promptly upon the request of Collateral
Agent, such Chattel Paper and instruments shall be marked with the following legend: “This writing
and the obligations evidenced or secured hereby are subject to the Security Interest of SunTrust
Bank, as Collateral Agent for the benefit of the Secured Parties”;



          (c) Control Agreements.




               (i) Each Grantor shall obtain an authenticated Blocked Account Agreement from each bank
holding a Deposit Account, in form and substance satisfactory to Collateral Agent, to the extent
required pursuant to Section 6.13 of the Credit Agreement and Section 11.08 of the Indenture; and



               (ii) Each Grantor shall obtain an authenticated Blocked Account Agreement from each bank
holding a Securities Account, in form and substance satisfactory to Collateral Agent, to the extent
required pursuant to Section 6.13 of the Credit Agreement and Section 11.08 of the Indenture;



          (d) Letter of Credit Rights. Each Grantor that is or becomes the beneficiary of a
letter of credit in a face amount greater than $50,000, individually, or $100,000, in the
aggregate, shall promptly (and in any event within five (5) Business Days after becoming a
beneficiary), notify Collateral Agent thereof and, upon the request by Collateral Agent, enter into
a tri-party agreement with Collateral Agent and the issuer or confirmation bank with respect to
letter-of-credit rights (as that term is defined in the UCC) assigning such letter-of-credit rights
to Collateral Agent and directing all payments thereunder to Collateral Agent, all in form and
substance reasonably satisfactory to Collateral Agent;




          (e) Commercial Tort Claims. Each Grantor shall promptly (and in any event within five
(5) Business Days of receipt thereof), notify Collateral Agent in writing upon incurring or
otherwise obtaining a Commercial Tort Claim after the date hereof against any third party and, upon
request of Collateral Agent, promptly amend Schedule 1, authorize the filing of additional
financing statements or amendments to existing financing statements and do such






12









 







other acts or things deemed necessary or desirable by Collateral Agent to give Collateral
Agent a first priority, perfected security interest in any such Commercial Tort Claim;




          (f) Intentionally Omitted;




          (g) Intellectual Property.




               (i) Upon request of Collateral Agent, in order to facilitate filings with the United States
Patent and Trademark Office and the United States Copyright Office, each Grantor shall execute and
deliver to Collateral Agent one or more Copyright Security Agreements, Trademark Security
Agreements, or Patent Security Agreements to evidence Collateral Agent’s Lien on such Grantor’s
Patents, Trademarks, or Copyrights, and the General Intangibles of such Grantor relating thereto or
represented thereby;



               (ii) Each Grantor shall have the duty, to the extent necessary or economically desirable in
the operation of such Grantor’s business, (A) to promptly sue for infringement, misappropriation,
or dilution and to recover any and all damages for such infringement, misappropriation, or
dilution, (B) to prosecute diligently any trademark application or service mark application that is
part of the Trademarks pending as of the date hereof or hereafter until the termination of this
Agreement, (C) to prosecute diligently any patent application that is part of the Patents pending
as of the date hereof or hereafter until the termination of this Agreement, and (D) to take all
reasonable and necessary action to preserve and maintain all of such Grantor’s Trademarks, Patents,
Copyrights, Intellectual Property Licenses, and its rights therein, including the filing of
applications for renewal, affidavits of use, affidavits of noncontestability and opposition and
interference and cancellation proceedings. Each Grantor shall promptly file an application with
the United States Copyright Office for any Copyright that has not been registered with the United
States Copyright Office if such Copyright is necessary in connection with the operation of such
Grantor’s business. Any expenses incurred in connection with the foregoing shall be borne by the
appropriate Grantor. Each Grantor further agrees not to abandon any Trademark, Patent, Copyright,
or Intellectual Property License that is necessary or economically desirable in the operation of
such Grantor’s business without the prior written consent of Collateral Agent;



               (iii) Grantors acknowledge and agree that Secured Parties shall have no duties with respect to
the Trademarks, Patents, Copyrights, or Intellectual Property Licenses. Without limiting the
generality of this Section 6(g), Grantors acknowledge and agree that no Secured Party shall
be under any obligation to take any steps necessary to preserve rights in the Trademarks, Patents,
Copyrights, or Intellectual Property Licenses against any other Person, but Collateral Agent or any
Secured Party may do so at its option from and after the occurrence and during the continuance of
an Event of Default, and all expenses incurred in connection therewith (including fees and expenses
of attorneys and other professionals) shall be for the sole account of the Borrower and shall be
chargeable to the Loan Account; and



               (iv) In no event shall any Grantor, either itself or through any agent, employee, licensee, or
designee, file an application for the registration of any Patent, Trademark, or Copyright with the
United States Patent and Trademark Office, the United States Copyright



13









 




Office or any similar office or agency without giving Collateral Agent prompt written notice
thereof. Promptly upon any such filing, each Grantor shall comply with Section 6(g)(i)
hereof;




          (h) Investment Related Property.




               (i) If any Grantor shall receive or become entitled to receive any Pledged Interests after the
Agreement Date, it shall promptly (and in any event within five (5) Business Days of receipt
thereof) deliver to Collateral Agent a duly executed Pledged Interests Addendum identifying such
Pledged Interests;



               (ii) All sums of money and property paid or distributed in respect of the Investment Related
Property which are received by any Grantor after the occurrence and during the continuance of an
Event of Default shall be held by the Grantors in trust for the benefit of Collateral Agent
segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to
Collateral Agent in the exact form received;



               (iii) Each Grantor shall promptly deliver to Collateral Agent a copy of each material written
notice or other communication received by it in respect of any Pledged Interests, subject to
Applicable Law;



               (iv) No Grantor shall make or consent to any amendment or other modification or waiver with
respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or
enter into any agreement or permit to exist any restriction with respect to any Pledged Interests
other than as permitted in the Credit Agreement and the Indenture;



               (v) Each Grantor agrees that it will cooperate with Collateral Agent in obtaining all
necessary approvals and making all necessary filings under federal, state, local, or foreign law in
connection with the Security Interest on the Investment Related Property or any sale or transfer
thereof; and



               (vi) As to all limited liability company or partnership interests, issued under any Pledged
Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and
covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be
dealt in or traded on securities exchanges or in securities markets, (B) do not and will not
constitute investment company securities, and (C) are not and will not be held by such Grantor in a
securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership
Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged
Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged
Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any
relevant jurisdiction, unless such Pledged Interests are duly certificated, endorsed and delivered
to Collateral Agent in accordance herewith;



          (i) Real Property; Fixtures. Each Grantor covenants and agrees that (i) upon the
acquisition of any fee interest in Real Property in excess of $350,000 in value it will promptly
(and in any event within five (5) Business Days of acquisition) notify Collateral Agent of the
acquisition of such Real Property and (ii) upon the acquisition of any fee interest in Real






14









 







Property in excess of $500,000 in value, it will grant to Collateral Agent, for the benefit of
the Secured Parties, a first priority Mortgage, subject to Permitted Liens, on each such acquired
fee interest in Real Property now or hereafter owned by such Grantor and shall deliver such other
documentation and opinions, in form and substance reasonably satisfactory to Collateral Agent, in
connection with the grant of such Mortgage as Collateral Agent shall request in its Permitted
Discretion, including title insurance policies, financing statements, fixture filings and
environmental audits and such Grantor shall pay all recording costs, intangible taxes and other
fees and costs (including attorneys’ fees and expenses) incurred in connection therewith. Each
Grantor acknowledges and agrees that, to the extent permitted by Applicable Law, all of the
Collateral shall remain personal property regardless of the manner of its attachment or affixation
to real property;




          (j) Transfers and Other Liens. Grantors shall not (i) sell, assign (by operation of
law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the
Collateral, except as expressly permitted by the Credit Agreement and the Indenture, or (ii) create
or permit to exist any Lien upon or with respect to any of the Collateral of any of Grantors,
except for Permitted Liens. The inclusion of Proceeds in the Collateral shall not be deemed to
constitute Collateral Agent’s consent to any sale or other disposition of any of the Collateral
except as expressly permitted in this Agreement or the other Loan Documents and the Indenture or
the other Senior Note Documents;




          (k) General Intangibles. To the extent that any asset purchase agreement or similar
document in respect of any acquisition permitted under the Credit Agreement and the Indenture
prohibits the grant of a security interest in any Grantor’s interest therein (including any
provision stating that such grant would constitute a default under, or give rise to the right to
terminate, such agreement), such Grantor shall use good faith commercially reasonable efforts to
secure the consent to the granting of such security interest from each counterparty thereto on or
prior to the date of consummation of such acquisition. To the extent that any other agreement
(including any other Material Contract) contains any enforceable provision prohibiting the grant of
a security interest in any Grantor’s interest therein (including any provision stating that such
grant would constitute a default under, or give rise to the right to terminate, such agreement),
such Grantor shall use good faith commercially reasonable efforts to secure the consent to the
granting of such security interest from each counterparty thereto within 30 days of any request by
Collateral Agent to do so; provided, however, that if the applicable counterparty is an Affiliate
of such Grantor, such Grantor shall be required to secure the consent of such Affiliate to the
granting of a security interest within 30 days of Collateral Agent’s request; and




          (l) Other Actions as to Any and All Collateral. Each Grantor shall promptly (and in
any event within five (5) Business Days of acquiring or obtaining such Collateral) notify
Collateral Agent in writing upon (i) acquiring or otherwise obtaining any Collateral after the date
hereof consisting of Trademarks, Patents, Copyrights, Intellectual Property Licenses, Investment
Related Property, Chattel Paper (electronic, tangible or otherwise), documents (as defined in
Article 9 of the UCC), promissory notes (as defined in the UCC), or instruments (as defined in the
UCC) or (ii) any amount payable under or in connection with any of the Collateral being or becoming
evidenced after the date hereof by any Chattel Paper, documents, promissory notes, or instruments
and, in each such case upon the request of Collateral Agent and in accordance with Section
8 hereof, promptly execute such other documents, or if applicable, deliver such Chattel






15









 







Paper, other documents or certificates evidencing any such Investment Related Property in
accordance with Section 6 hereof and do such other acts or things deemed necessary or
desirable by Collateral Agent to protect Collateral Agent’s Security Interest therein.




     Notwithstanding anything to the contrary contained herein, Grantors shall not be required to
deliver any document or certificate or take any further action to perfect the security interest in
the Equity Interests of CoBank, ACB, so long as such Investments are not acquired through the
expenditure of any cash or other assets of any Grantor, other than a one time membership fee in an
amount not to exceed $1,000.



     7. Relation to Other Security Documents. The provisions of this Agreement shall be
read and construed with the other Loan Documents and the other Senior Note Documents referred to
below in the manner so indicated.



          (a) Credit Agreement; Indenture. In the event of any conflict between any provision in
this Agreement and a provision in the Credit Agreement with respect to the rights and interests of
the Lender Group, such provision of this Agreement shall control. In the event of any conflict
between any provision in this Agreement and a provision in the Indenture with respect to the rights
and interests of the Trustee or the Senior Note Holders, such provision of this Agreement shall
control. In the event of any conflict between any provision of this Agreement and a provision in
any Additional Loan and Notes Agreement (as defined in the Intercreditor Agreement) with respect to
the rights and interests of any Additional Loan and Notes Secured Parties (as defined in the
Intercreditor Agreement) such provision of this Agreement shall control.




          (b) Patent, Trademark, Copyright Security Agreements. The provisions of the Copyright
Security Agreements, Trademark Security Agreements, and Patent Security Agreements are supplemental
to the provisions of this Agreement, and nothing contained in the Copyright Security Agreements,
Trademark Security Agreements, or the Patent Security Agreements shall limit any of the rights or
remedies of Collateral Agent hereunder.




     8. Further Assurances.



          (a) Each Grantor agrees that from time to time, at the request of Collateral Agent, at such
Grantor’s own expense, such Grantor will promptly execute and deliver all further instruments and
documents, and take all further action, that may be necessary to perfect or that Collateral Agent
may reasonably request in order to perfect and protect, any Security Interest granted or purported
to be granted hereby or that may be necessary to enable Collateral Agent to exercise and enforce
its rights and remedies hereunder with respect to any of the Collateral.




          (b) Each Grantor authorizes the filing by Collateral Agent of financing or continuation
statements, or amendments thereto, and such Grantor will execute and deliver to Collateral Agent
such other instruments or notices, as may be necessary or as Collateral Agent may request, in order
to perfect and preserve the Security Interest granted or purported to be granted hereby.




          (c) Each Grantor authorizes Collateral Agent at any time and from time to time to file,
transmit, or communicate, as applicable, financing statements and amendments (i)






16









 







describing the Collateral as “all personal property of debtor”, “all assets of debtor”, “all
assets of the Debtor, whether now existing or hereafter acquired” or words of similar effect, (ii)
describing the Collateral as being of equal or lesser scope or with greater detail, or (iii) that
contain any information required by part 5 of Article 9 of the UCC for the sufficiency or filing
office acceptance. Each Grantor also hereby ratifies any and all financing statements or
amendments previously filed by Collateral Agent in any jurisdiction.




          (d) Each Grantor acknowledges that it is not authorized to file any financing statement or
amendment or termination statement with respect to any financing statement filed in connection with
this Agreement without the prior written consent of Collateral Agent, subject to such Grantor’s
rights under Section 9-509(d)(2) of the UCC.




     9. FCC Licenses; State PUC Licenses; Related Collateral.



          (a) Collateral Agent’s rights hereunder (and the rights of any receiver appointed by reason of
the exercise of remedies hereunder) with respect to the FCC Licenses and the State PUC Licenses and
any Collateral subject to such FCC Licenses and State PUC Licenses, are expressly subject to, and
limited by any obligations and/or restrictions imposed by, the Communications Act and State
Telecommunication Laws, as applicable. Prior to the exercise by Collateral Agent (or any receiver
appointed by reason of the exercise of remedies hereunder) of any power, rights, privilege, or
remedy pursuant to this Agreement which requires any consent, approval, or authorization of the FCC
or any other Governmental Authority, Grantors, at the request of Collateral Agent, will execute and
deliver, or will cause the execution and delivery of, all applications, certificates, instruments,
and other documents and papers that Collateral Agent determines may be required to obtain such
consent, approval, or authorization. Without limiting the generality of the foregoing, each such
Grantor will promptly upon request by Collateral Agent (or any such receiver so appointed) execute
and deliver the appropriate portions of applications to the FCC or any other Governmental Authority
for its consent to the assignment of or the direct or indirect transfer of control of the FCC
Licenses and State PUC Licenses issued to such Grantor and/or any Collateral subject to such FCC
Licenses and State PUC Licenses and use its commercially reasonable efforts, upon the request of
Collateral Agent (or any receiver so appointed) to assist in obtaining from the FCC or such other
Governmental Authority the necessary consent, approval and authorization, if any, for the
assignment of or the direct or indirect transfer of control of such FCC Licenses, such State PUC
Licenses, and any Collateral subject to the such FCC Licenses or State PUC Licenses to Collateral
Agent or its designee upon or following acceleration of the payment of the Secured Obligations.




          (b) Notwithstanding anything to the contrary contained in this Agreement but without waiving
or limiting any obligations of any Grantor hereunder, neither Collateral Agent nor any receiver
appointed by reason of the exercise of remedies hereunder shall control, supervise, direct, or
manage, or attempt to control, supervise, direct, or manage, the business of any Grantor, in any
case that would constitute or result in any assignment of any FCC License or State PUC License or
any Collateral subject to such FCC Licenses or State PUC Licenses, or a direct or indirect transfer
of control of any Grantor, any FCC License or any State PUC License, whether de jure or de facto,
if such assignment or such direct or indirect transfer of control would require under the
Communications Laws or State Telecommunications Laws (including the






17









 







written rules and regulations promulgated thereunder) the prior approval of the FCC or any PUC
without first obtaining such approval.




          (c) Each Grantor agrees to take any action which Collateral Agent may request in order to
obtain and enjoy the full rights and benefits granted to Collateral Agent by this Agreement,
including the use of its commercially reasonable efforts to assist in obtaining approval of the FCC
or any other Governmental Authority for any action or transaction contemplated by this Agreement
which is then required by law, and specifically, without limitation, upon request following the
occurrence of an Event of Default, to prepare, sign, and file (or cause to be prepared, signed, and
filed) with the FCC or any PUC any portion of any application or applications for consent to the
assignment or the direct or indirect transfer of control of the FCC Licenses or State PUC Licenses
or any Collateral subject to such FCC Licenses or State PUC Licenses required to be signed by such
Grantor and necessary or appropriate under the Communications Laws or State Telecommunications
Laws (including the written rules and regulations promulgated thereunder) for approval of (i) any
sale or transfer of any of the capital stock or other Collateral of such Grantor or any Pledged
Company or (ii) any direct or indirect transfer of control of Grantor or any Pledged Company or
any FCC License or any State PUC License held by such Grantor or any Pledged Company.




     10. Collateral Agent’s Right to Perform Contracts. Upon the occurrence and during the
continuance of an Event of Default, Collateral Agent (or its designee) may proceed to perform any
and all of the obligations of any Grantor contained in any contract, lease, or other agreement and
exercise any and all rights of any Grantor therein contained as fully as such Grantor itself could.



     11. Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably
appoints Collateral Agent its attorney-in-fact, with full authority in the place and stead of such
Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has
occurred and is continuing, to take any action and to execute any instrument which Collateral Agent
may deem necessary or advisable to accomplish the purposes of this Agreement, including:



          (a) to ask, demand, collect, sue for, recover, compromise, receive and give acquittance and
receipts for moneys due and to become due under or in connection with the Accounts or any other
Collateral of such Grantor;




          (b) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable
Collateral or Chattel Paper;




          (c) to file any claims or take any action or institute any proceedings which Collateral Agent
may deem necessary or desirable for the collection of any of the Collateral of such Grantor or
otherwise to enforce the rights of Collateral Agent with respect to any of the Collateral;




          (d) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the
purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;







18









 








          (e) to use any Equipment, fixtures, furniture, machinery, labels, Patents, Trademarks, trade
names, URLs, domain names, industrial designs, Copyrights, Intellectual Property Licenses,
advertising matter or other industrial or intellectual property rights, in advertising for sale and
selling Inventory and other Collateral and to collect any amounts due under Accounts, contracts or
Negotiable Collateral of such Grantor; and




          (f) Collateral Agent on behalf of the Secured Parties shall have the right, but shall not be
obligated, to bring suit in its own name to enforce the Trademarks, Patents, Copyrights and
Intellectual Property Licenses and, if Collateral Agent shall commence any such suit, the
appropriate Grantor shall, at the request of Collateral Agent, do any and all lawful acts and
execute any and all proper documents required by Collateral Agent in aid of such enforcement.




     To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact
shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an
interest and shall be irrevocable until this Agreement is terminated.



     12. Collateral Agent May Perform. If any of Grantors fails to perform any agreement
contained herein (after giving effect to all applicable grace periods) at such time as an Event of
Default has occurred and is continuing, Collateral Agent may itself perform, or cause performance
of, such agreement, and the expenses of Collateral Agent incurred in connection therewith shall be
payable, jointly and severally, by Grantors.



     13. Collateral Agent’s Duties. The powers conferred on Collateral Agent hereunder are
solely to protect Collateral Agent’s interest in the Collateral, for the benefit of the Secured
Parties, and shall not impose any duty upon Collateral Agent to exercise any such powers. Except
for the safe custody of any Collateral in Collateral Agent’s (or its agents’ or bailees’)
possession or control and the accounting for moneys actually received by it hereunder, Collateral
Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to
preserve rights against prior parties or any other rights pertaining to any Collateral. Collateral
Agent shall be deemed to have exercised reasonable care in the custody and preservation of any
Collateral in its actual possession if such Collateral is accorded treatment substantially equal to
that which Collateral Agent accords its own property.



     14. Collection of Accounts, General Intangibles and Negotiable Collateral. At any
time upon the occurrence and during the continuation of an Event of Default, Collateral Agent or
Collateral Agent’s designee may (a) notify Account Debtors of any Grantor that the Accounts,
General Intangibles, Chattel Paper or Negotiable Collateral have been assigned to Collateral Agent,
for the benefit of the Secured Parties, or that Collateral Agent has a security interest therein,
and (b) collect the Accounts, General Intangibles and Negotiable Collateral directly, and any
collection costs and expenses shall constitute part of such Grantor’s Secured Obligations under the
Loan Documents and the Senior Note Documents.



     15. Disposition of Pledged Interests by Collateral Agent. None of the Pledged
Interests existing as of the date of this Agreement are, and none of the Pledged Interests
hereafter acquired on the date of acquisition thereof will be, registered or qualified under the
various federal or state securities laws of the United States and disposition thereof after an
Event of



19









 




Default may be restricted to one or more private (instead of public) sales in view of the lack
of such registration. Each Grantor understands that in connection with such disposition,
Collateral Agent may approach only a restricted number of potential purchasers and further
understands that a sale under such circumstances may yield a lower price for the Pledged Interests
than if the Pledged Interests were registered and qualified pursuant to federal and state
securities laws and sold on the open market. Each Grantor, therefore, agrees that: (a) if
Collateral Agent shall, pursuant to the terms of this Agreement, sell or cause the Pledged
Interests or any portion thereof to be sold at a private sale, Collateral Agent shall have the
right to rely upon the advice and opinion of any nationally recognized brokerage or investment firm
(but shall not be obligated to seek such advice and the failure to do so shall not be considered in
determining the commercial reasonableness of such action) as to the best manner in which to offer
the Pledged Interest or any portion thereof for sale and as to the best price reasonably obtainable
at the private sale thereof; and (b) such reliance shall be conclusive evidence that Collateral
Agent has handled the disposition in a commercially reasonable manner.




     16. Voting Rights.



          (a) Upon the occurrence and during the continuation of an Event of Default, (i) Collateral
Agent may, at its option, and with prior notice to any Grantor, and in addition to all rights and
remedies available to Collateral Agent under any other agreement, at law, in equity, or otherwise,
exercise all voting rights, and all other ownership or consensual rights in respect of the Pledged
Interests owned by such Grantor, but under no circumstances is Collateral Agent obligated by the
terms of this Agreement to exercise such rights, and (ii) if Collateral Agent duly exercises its
right to vote any of such Pledged Interests, each Grantor hereby appoints Collateral Agent, such
Grantor’s true and lawful attorney-in-fact and IRREVOCABLE PROXY to vote such Pledged Interests in
any manner Collateral Agent deems advisable for or against all matters submitted or which may be
submitted to a vote of shareholders, partners or members, as the case may be. The
power-of-attorney granted hereby is coupled with an interest and shall be irrevocable.




          (b) For so long as any Grantor shall have the right to vote the Pledged Interests owned by it,
such Grantor covenants and agrees that it will not, without the prior written consent of Collateral
Agent, vote or take any consensual action with respect to such Pledged Interests which would (i)
affect the grant, perfection or priority of the Liens granted to the Collateral Agent and the
Secured Parties, (ii) materially diminish the value of the Collateral, taken as a whole, or (iii)
affect the ability of the Collateral Agent or any of the Secured Parties to realize or foreclose on
the Collateral.




     17. Remedies. Upon the occurrence and during the continuance of an Event of Default:



          (a) Collateral Agent may exercise in respect of the Collateral, in addition to other rights
and remedies provided for herein, in the other Loan Documents, in the other Senior Note Documents
or otherwise available to it, all the rights and remedies of a secured party upon default under the
UCC (whether or not the UCC applies to the affected Collateral) or any other Applicable Law.
Without limiting the generality of the foregoing, each Grantor expressly agrees that, in any such
event, Collateral Agent without demand of performance or other demand,






20









 







advertisement or notice of any kind (except a notice specified below of time and place of
public or private sale) to or upon any of Grantors or any other Person (all and each of which
demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by
the UCC or any other Applicable Law), may take immediate possession of all or any portion of the
Collateral and (i) require Grantors to, and each Grantor hereby agrees that it will at its own
expense and upon request of Collateral Agent forthwith, assemble all or part of the Collateral as
directed by Collateral Agent and make it available to Collateral Agent at one or more locations
where such Grantor regularly maintains Inventory or such other location as Collateral Agent may
request, and (ii) without notice except as specified below, sell the Collateral or any part thereof
in one or more parcels at public or private sale, at any of Collateral Agent’s offices or
elsewhere, for cash, on credit, and upon such other terms as Collateral Agent may deem commercially
reasonable. Each Grantor agrees that, to the extent notice of sale shall be required by law, at
least ten (10) days notice to any of Grantors of the time and place of any public sale or the time
after which any private sale is to be made shall constitute reasonable notification and
specifically such notice shall constitute a reasonable “authenticated notification of disposition”
within the meaning of Section 9-611 of the UCC. Collateral Agent shall not be obligated to make
any sale of Collateral regardless of notice of sale having been given. Collateral Agent may
adjourn any public or private sale from time to time by announcement at the time and place fixed
therefor, and such sale may, without further notice, be made at the time and place to which it was
so adjourned.




          (b) Collateral Agent is hereby granted a non-exclusive license or other right to use, without
liability for royalties or any other charge, each Grantor’s labels, Patents, Copyrights,
Intellectual Property Licenses, rights of use of any name, trade secrets, trade names, Trademarks,
service marks and advertising matter, URLs, domain names, industrial designs, other industrial or
Intellectual Property, Equipment, fixtures, furniture, machinery or any property of a similar
nature, whether owned by any of Grantors or with respect to which any of Grantors have rights under
license, sublicense, or other agreements, as it pertains to the Collateral, in preparing for sale,
advertising for sale and selling any Collateral, and each Grantor’s rights under all licenses and
all franchise agreements shall inure to the benefit of Collateral Agent in each case, to the extent
permitted under applicable licenses or as permitted under Applicable Law.




          (c) Any cash held by Collateral Agent as Collateral and all cash proceeds received by
Collateral Agent in respect of any sale of, collection from or other realization upon all or any
part of the Collateral shall be applied against the Secured Obligations in the order set forth in
the Intercreditor Agreement. In the event the proceeds of Collateral are insufficient to satisfy
all of the Secured Obligations in full, each Grantor shall remain jointly and severally liable for
any such deficiency.




          (d) Each Grantor hereby acknowledges that the Secured Obligations arose out of one or more
commercial transactions, and agrees that if an Event of Default shall occur and be continuing
Collateral Agent shall have the right to an immediate writ of possession without notice of a
hearing. Collateral Agent shall, to the extent permitted by Applicable Law, have the right to the
appointment of a receiver for the properties and assets of each Grantor, and each Grantor hereby
consents to such rights and such appointment and hereby waives any objection such Grantor may have
thereto or the right to have a bond or other security posted by Collateral Agent.







21









 








     18. Remedies Cumulative. Each right, power, and remedy of Collateral Agent as
provided for in this Agreement, in the other Loan Documents, in the other Senior Note Documents or
now or hereafter existing at law or in equity or by statute or otherwise shall be cumulative and
concurrent and shall be in addition to every other right, power, or remedy provided for in this
Agreement, in the other Loan Documents, in the other Senior Note Documents or now or hereafter
existing at law or in equity or by statute or otherwise, and the exercise or beginning of the
exercise by Collateral Agent, of any one or more of such rights, powers, or remedies shall not
preclude the simultaneous or later exercise by Collateral Agent of any or all such other rights,
powers, or remedies.



     19. Marshaling. Collateral Agent shall not be required to marshal any present or
future collateral security (including but not limited to the Collateral) for, or other assurances
of payment of, the Secured Obligations or any of them or to resort to such collateral security or
other assurances of payment in any particular order, and all of its rights and remedies hereunder
and in respect of such collateral security and other assurances of payment shall be cumulative and
in addition to all other rights and remedies, however existing or arising. To the extent that it
lawfully may, each Grantor hereby agrees that it will not invoke any law relating to the marshaling
of collateral which might cause delay in or impede the enforcement of Collateral Agent’s rights and
remedies under this Agreement or under any other instrument creating or evidencing any of the
Secured Obligations or under which any of the Secured Obligations is outstanding or by which any of
the Secured Obligations is secured or payment thereof is otherwise assured, and, to the extent that
it lawfully may, each Grantor hereby irrevocably waives the benefits of all such laws.



     20. Indemnity and Expenses.



          (a) Each Grantor agrees to indemnify Collateral Agent and each Secured Party from and against
all claims, lawsuits and liabilities (including attorneys’ fees) arising out of or resulting from
this Agreement (including enforcement of this Agreement), any other Loan Document or any other
Senior Note Document to which such Grantor is a party, except claims, losses or liabilities
resulting from the gross negligence or willful misconduct of the party seeking indemnification as
determined by a final non-appealable order of a court of competent jurisdiction. This provision
shall survive the termination of this Agreement, the Credit Agreement, the Indenture and the
repayment of the Secured Obligations.




          (b) Grantors, jointly and severally, shall, upon demand, pay to Collateral Agent all the
reasonable, documented expenses which Collateral Agent may incur in connection with (i) the
administration of this Agreement, (ii) the custody, preservation, use or operation of, or, upon an
Event of Default, the sale of, collection from, or other realization upon, any of the Collateral in
accordance with this Agreement, the other Loan Documents and the other Senior Note Documents, (iii)
the exercise or enforcement of any of the rights of Collateral Agent hereunder or (iv) the failure
by any of Grantors to perform or observe any of the provisions hereof.




     21. Merger, Amendments; Etc. THIS WRITTEN AGREEMENT, TOGETHER WITH THE OTHER LOAN
DOCUMENTS AND THE OTHER SENIOR NOTE DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES



22









 




WITH RESPECT TO THE MATTERS ADDRESSED HEREIN AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN AGREEMENTS
BETWEEN THE PARTIES. No waiver of any provision of this Agreement, and no consent to any departure
by any of Grantors herefrom, shall in any event be effective unless the same shall be in writing
and signed by Collateral Agent, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given. No amendment of any provision of
this Agreement shall be effective unless the same shall be in writing and signed by Collateral
Agent and each of Grantors to which such amendment applies.




     22. Addresses for Notices. All notices and other communications provided for
hereunder shall be given in the form and manner and delivered to Collateral Agent at its address
specified in the Credit Agreement, and to any of the Grantors at their respective addresses
specified in the Credit Agreement or, as to any party, at such other address as shall be designated
by such party in a written notice to the other party.



     23. Continuing Security Interest: Assignments under Credit Agreement and Indenture.
This Agreement shall create a continuing security interest in the Collateral and shall (a) remain
in full force and effect until the Obligations and the Senior Note Indebtedness have been repaid in
full in cash, or otherwise satisfied to the satisfaction of the Secured Parties, in accordance with
the provisions of the Intercreditor Agreement, the Credit Agreement, and the Indenture, and the
Revolving Loan Commitment has expired or has been terminated, (b) be binding upon each of Grantors,
and their respective successors and assigns, and (c) inure to the benefit of, and be enforceable
by, Collateral Agent, and its successors, transferees and assigns. Without limiting the generality
of the foregoing clause (c), any Lender or Senior Note Holder may, in accordance with the
provisions of the Credit Agreement or the Indenture, as applicable, assign or otherwise transfer
all or any portion of its rights and obligations under the Credit Agreement (including all or any
portion of the Revolving Loan Commitments, the Loans owing to it and any Revolving Loan Notes held
by it), the Indenture or the notes issued under the Indenture, as applicable, to any other Person,
and such other Person shall thereupon become vested with all the benefits in respect thereof
granted to such Lender or Senior Note Holder, as applicable, herein or otherwise. (x) Upon
repayment in full in cash, or other satisfaction to the satisfaction of the Secured Parties, of the
Secured Obligations in accordance with the provisions of the Intercreditor Agreement, the Credit
Agreement, and the Indenture, and the expiration or termination of the Revolving Loan Commitment,
the Security Interest granted hereby on all of the Collateral shall, and (y) upon the sale,
transfer or other disposition to a non-Grantor of any portion of the Collateral (including Equity
Interests in a Grantor), which sale, transfer or disposition is permitted by the Credit Agreement
and the Indenture, the Security Interest granted hereby on all of such sold, transferred or
disposed Collateral (and, in the case of a sale, transfer or a disposition of Equity Interests in a
Grantor other than a Borrower, that results in such Grantor no longer being a Subsidiary of any
Borrower, the Security Interest granted hereby on all of the Collateral in and to which such
Grantor has any right, title or interest), shall, in each case, automatically terminate,
all without delivery of any instrument or performance of any act by any party, and all rights
to the Collateral (or such portion thereof) shall revert to Grantors or any other Person entitled
thereto. At such time, Collateral Agent will authorize the filing of appropriate termination
statements to evidence the termination of such Security Interests to the extent described above.
At the request and sole expense of any Grantor following any such



23









 




termination, Collateral Agent shall deliver to such Grantor any Pledged Collateral or other
Collateral then held by Collateral Agent hereunder in which the Security Interest has been
terminated, and execute and deliver to such Grantor such documents as such Grantor shall reasonably
request to evidence such termination. Except as provided above, no transfer or renewal, extension,
assignment, or termination of this Agreement, the Credit Agreement, any other Loan Document, the
Indenture, any other Senior Note Document or any other instrument or document executed and
delivered by any Grantor to Collateral Agent nor any additional Advances or other loans made by
Collateral Agent or any Lender to the Borrower, nor the taking of further security, nor the
retaking or re-delivery of the Collateral to Grantors, or any of them, by Collateral Agent, nor any
other act of any Secured Party shall release any of Grantors from any obligation, except a release
or discharge executed in writing by Collateral Agent in accordance with the provisions of the
Credit Agreement and the Indenture. Collateral Agent shall not by any act, delay, omission or
otherwise, be deemed to have waived any of its rights or remedies hereunder, unless such waiver is
in writing and signed by Collateral Agent and then only to the extent therein set forth. A waiver
by Collateral Agent of any right or remedy on any occasion shall not be construed as a bar to the
exercise of any such right or remedy which Collateral Agent would otherwise have had on any other
occasion.




     24. GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL.



          (a) THIS AGREEMENT IS INTENDED TO TAKE EFFECT AS A SEALED INSTRUMENT AND SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.




          (b) FOR PURPOSES OF ANY LEGAL ACTION OR PROCEEDING BROUGHT BY COLLATERAL AGENT WITH RESPECT TO
THIS AGREEMENT, EACH GRANTOR HEREBY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION OF THE FEDERAL
AND STATE COURTS SITTING IN THE STATE OF NEW YORK AND HEREBY IRREVOCABLY DESIGNATES AND APPOINTS,
AS ITS AUTHORIZED AGENT FOR SERVICE OF PROCESS IN THE STATE OF NEW YORK, THE BORROWER, OR SUCH
OTHER PERSON AS SUCH GRANTOR SHALL DESIGNATE HEREAFTER BY WRITTEN NOTICE GIVEN TO COLLATERAL AGENT.
THE CONSENT TO JURISDICTION HEREIN SHALL NOT BE EXCLUSIVE. THE SECURED PARTIES SHALL FOR ALL
PURPOSES AUTOMATICALLY, AND WITHOUT ANY ACT ON THEIR PART, BE ENTITLED TO TREAT SUCH DESIGNEE OF
EACH GRANTOR AS THE AUTHORIZED AGENT TO RECEIVE FOR AND ON BEHALF OF SUCH GRANTOR SERVICE OF WRITS,
OR SUMMONS OR OTHER LEGAL PROCESS IN THE STATE OF NEW YORK, WHICH SERVICE SHALL BE DEEMED EFFECTIVE
PERSONAL SERVICE ON SUCH GRANTOR SERVED WHEN DELIVERED, WHETHER OR NOT SUCH AGENT GIVES NOTICE TO
SUCH GRANTOR; AND DELIVERY OF SUCH SERVICE TO ITS AUTHORIZED AGENT SHALL BE DEEMED TO BE MADE WHEN
PERSONALLY DELIVERED OR THREE (3) BUSINESS DAYS AFTER MAILING BY REGISTERED OR CERTIFIED MAIL
ADDRESSED TO SUCH AUTHORIZED AGENT. EACH GRANTOR FURTHER IRREVOCABLY CONSENTS TO SERVICE OF
PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR
CERTIFIED MAIL TO SUCH GRANTOR AT THE ADDRESS SET FORTH ABOVE, SUCH SERVICE TO BECOME EFFECTIVE
THREE (3) BUSINESS DAYS AFTER SUCH






24









 







MAILING. IN THE EVENT THAT, FOR ANY REASON, SUCH AGENT OR ITS SUCCESSORS SHALL NO LONGER
SERVE AS AGENT OF EACH GRANTOR TO RECEIVE SERVICE OF PROCESS IN THE STATE OF NEW YORK, EACH GRANTOR
SHALL SERVE AND ADVISE COLLATERAL AGENT THEREOF SO THAT AT ALL TIMES EACH GRANTOR WILL MAINTAIN AN
AGENT TO RECEIVE SERVICE OF PROCESS IN THE STATE OF NEW YORK ON BEHALF OF SUCH GRANTOR WITH RESPECT
TO THIS AGREEMENT, ALL OTHER LOAN DOCUMENTS, ALL OTHER SENIOR NOTE DOCUMENTS AND THE BANK PRODUCTS
DOCUMENTS. IN THE EVENT THAT, FOR ANY REASON, SERVICE OF LEGAL PROCESS CANNOT BE MADE IN THE
MANNER DESCRIBED ABOVE, SUCH SERVICE MAY BE MADE IN SUCH MANNER AS PERMITTED BY LAW.




          (c) EACH GRANTOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION IT WOULD MAKE NOW OR HEREAFTER FOR
THE LAYING OF VENUE OF ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT
BROUGHT IN THE FEDERAL COURTS OF THE UNITED STATES SITTING IN NEW YORK COUNTY, NEW YORK, AND HEREBY
IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH SUIT, ACTION, OR PROCEEDING HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.




          (d) EACH GRANTOR AND EACH SECURED PARTY TO THE EXTENT PERMITTED BY APPLICABLE LAW WAIVES, AND
OTHERWISE AGREES NOT TO REQUEST, A TRIAL BY JURY IN ANY COURT AND IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM OF ANY TYPE IN WHICH ANY GRANTOR, ANY SECURED PARTY OR ANY OF THEIR RESPECTIVE
SUCCESSORS OR ASSIGNS IS A PARTY, AS TO ALL MATTERS AND THINGS ARISING DIRECTLY OR INDIRECTLY OUT
OF THIS AGREEMENT.




     25. New Subsidiaries. Pursuant to Section 6.18 of the Credit Agreement and Section
4.08 of the Indenture, certain new direct or indirect Domestic Subsidiaries (whether by acquisition
or creation) of a Grantor may from time to time be required to enter into this Agreement by
executing and delivering in favor of Collateral Agent a supplement to this Agreement in the form of
Exhibit A attached hereto. Upon the execution and delivery of Exhibit A by any such
new Domestic Subsidiary, such Domestic Subsidiary shall become a Grantor hereunder with the same
force and effect as if originally named as a Grantor herein. The execution and delivery of any
instrument adding an additional Grantor as a party to this Agreement shall not require the consent
of any Grantor hereunder. The rights and obligations of each Grantor hereunder shall remain in
full force and effect notwithstanding the addition of any new Grantor hereunder.



     26. Collateral Agent. Each reference herein to any right granted to, benefit
conferred upon or power exercisable by the “Collateral Agent” shall be a reference to Collateral
Agent, for the benefit of the Secured Parties.



25









 





     27. Miscellaneous.



          (a) This Agreement may be executed in any number of counterparts and by different parties on
separate counterparts, each of which, when executed and delivered, shall be deemed to be an
original, and all of which, when taken together, shall constitute but one and the same Agreement.
Delivery of an executed counterpart of this Agreement by telefacsimile or other electronic method
of transmission shall be equally as effective as delivery of an original executed counterpart of
this Agreement. Any party delivering an executed counterpart of this Agreement by facsimile or
other electronic method of transmission also shall deliver an original executed counterpart of this
Agreement but the failure to deliver an original executed counterpart shall not affect the
validity, enforceability, and binding effect of this Agreement.




          (b) Any provision of this Agreement which is prohibited or unenforceable shall be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof in that jurisdiction or affecting the validity or enforceability of such provision in any
other jurisdiction.




          (c) Headings used in this Agreement are for convenience only and shall not be used in
connection with the interpretation of any provision hereof.




          (d) The pronouns used herein shall include, when appropriate, either gender and both singular
and plural, and the grammatical construction of sentences shall conform thereto.




          (e) Unless the context of this Agreement, any other Loan Document or any other Senior Note
Document clearly requires otherwise, references to the plural include the singular, references to
the singular include the plural, the terms “includes” and “including” are not limiting, and the
term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase
“and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this
Agreement, any other Loan Document or any other Senior Note Document refer to this Agreement, such
other Loan Document or such other Senior Note Document, as the case may be, as a whole and not to
any particular provision of this Agreement, such other Loan Document or such other Senior Note
Document, as the case may be. Section, subsection, clause, schedule, and exhibit references herein
are to this Agreement unless otherwise specified. Any reference in this Agreement, in any other
Loan Document or any other Senior Note Document to any agreement, instrument, or document shall
include all alterations, amendments, changes, extensions, modifications, renewals, replacements,
substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any
restrictions on such alterations, amendments, changes, extensions, modifications, renewals,
replacements, substitutions, joinders, and supplements set forth herein). Any reference herein, in
any other Loan Document or any other Senior Note Document to the satisfaction or repayment in full
of the Obligations and the Senior Note Indebtedness shall mean the repayment in full in cash (or
cash collateralization in accordance with the terms hereof) of all Obligations and the Senior Note
Indebtedness other than unasserted contingent indemnification Obligations and Senior Note
Indebtedness. Any reference herein to any Person shall be construed to include such Person’s
successors and assigns. Any requirement of a writing contained herein, in any other Loan Document
or any other Senior Note Document shall be satisfied by the transmission of a Record and any Record
so transmitted shall






26









 







constitute a representation and warranty as to the accuracy and completeness of the
information contained therein.




[remainder of page left blank intentionally]



27









 




          IN WITNESS WHEREOF, the undersigned parties hereto have executed this Agreement by and through
their duly authorized officers, as of the day and year first above written.




	 	 	 	 	 
	GRANTORS:                   	ZAYO GROUP, LLC

 	 
	 	By:  	/s/ Ken  desGarennes
 	 
	 	 	Name:  	Ken  desGarennes 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	ZAYO CAPITAL, INC.

 	 
	 	By:  	/s/ Ken  desGarennes
 	 
	 	 	Name:  	Ken  desGarennes 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	ZAYO ENTERPRISE NETWORKS, LLC

 	 
	 	By:  	/s/ Ken  desGarennes
 	 
	 	 	Name:  	Ken  desGarennes 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	ZAYO BANDWIDTH, LLC

 	 
	 	By:  	/s/ Ken  desGarennes
 	 
	 	 	Name:  	Ken  desGarennes 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	ZAYO COLOCATION, INC.

 	 
	 	By:  	/s/ Ken  desGarennes
 	 
	 	 	Name:  	Ken  desGarennes 	 
	 	 	Title:  	Chief Financial Officer 	 



Security
Agreement



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	ZAYO BANDWIDTH TENNESSEE, LLC

 	 
	 	By:  	/s/ Ken  desGarennes
 	 
	 	 	Name:  	Ken  desGarennes 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	ADESTA COMMUNICATIONS, INC.

 	 
	 	By:  	/s/ Ken  desGarennes
 	 
	 	 	Name:  	Ken  desGarennes 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	FIBERNET TELECOM, INC.

 	 
	 	By:  	/s/ Ken  desGarennes
 	 
	 	 	Name:  	Ken  desGarennes 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	LOCAL FIBER, LLC

 	 
	 	By:  	/s/ Ken  desGarennes
 	 
	 	 	Name:  	Ken  desGarennes 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	ZAYO BANDWIDTH CENTRAL, LLC

 	 
	 	By:  	/s/ Ken  desGarennes
 	 
	 	 	Name:  	Ken  desGarennes 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	ZAYO BANDWIDTH CENTRAL (VIRGINIA), LLC

 	 
	 	By:  	/s/ Ken  desGarennes
 	 
	 	 	Name:  	Ken  desGarennes 	 
	 	 	Title:  	Chief Financial Officer 	 



Security
Agreement



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	ZAYO BANDWIDTH NORTHEAST, LLC

 	 
	 	By:  	/s/ Ken  desGarennes
 	 
	 	 	Name:  	Ken  desGarennes 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	ZAYO BANDWIDTH NORTHEAST SUB, LLC

 	 
	 	By:  	                         /s/ Ken  desGarennes
 	 
	 	 	Name:  	Ken  desGarennes 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



Security
Agreement



 









 







	 	 	 	 	 
	COLLATERAL AGENT:             	SUNTRUST BANK, as Collateral Agent

 	 
	 	By:  	/s/
Horace J. Zona III
 	 
	 	 	Name:  	Horace J. Zona III 	 
	 	 	Title:  	Managing Director 	 
	 




 











 





Schedule 1




Commercial Tort Claims



     None.



 









 





Schedule 2




Copyrights



     None.



2









 





Schedule 3




Intellectual Property Licenses



     None.



3









 





Schedule 4




Patents



     None.



4









 





Schedule 5




Pledged Companies



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	% of Total
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Equity
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Represented
	 	 	 	 	 	 	Number of	 	Certificate	 	by
	Pledgor	 	Pledged Entity	 	Type of Interest	 	Shares/Units	 	No.	 	Certificate
	Zayo Bandwidth, LLC

	 	Zayo Bandwidth

Tennessee, LLC
	 	Membership Interest

Units
	 	 	1,000	 	 	 	3	 	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Zayo Group, LLC

	 	Zayo Bandwidth

Northeast, LLC
	 	Membership Interest

Units
	 	 	1,000	 	 	 	3	 	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Zayo Bandwidth 

Northeast, LLC

	 	Zayo Bandwidth

Northeast Sub, LLC
	 	Membership Interest

Units
	 	 	1,000	 	 	 	2	 	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Zayo Group, LLC

	 	Zayo Bandwidth

Central, LLC
	 	Membership Interest

Units
	 	 	1,000	 	 	 	2	 	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Zayo Bandwidth 

Central, LLC

	 	Zayo Bandwidth

Central (Virginia),

LLC
	 	Membership Interest

Units
	 	 	1,000	 	 	 	2	 	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Zayo Group, LLC

	 	Zayo Bandwidth, LLC
	 	Membership Interest

Units
	 	 	1,000	 	 	 	2	 	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Zayo Bandwidth, LLC

	 	Adesta
Communications,
Inc.
	 	Common Stock
	 	 	100	 	 	CS-3
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Zayo Colocation,
Inc.

	 	FiberNet Telecom,
Inc.
	 	Common Stock
	 	 	1,000	 	 	 	14	 	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Zayo Group, LLC

	 	Zayo Enterprise

Networks, LLC
	 	Membership Interest

Units
	 	 	1,000	 	 	 	2	 	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FiberNet Telecom,
Inc.

	 	Local Fiber, LLC
	 	Membership Interest

Units
	 	 	1,000	 	 	 	2	 	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Zayo Group, LLC

	 	Zayo Colocation,
Inc.
	 	Common Stock
	 	 	100	 	 	CS-3
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Zayo Group, LLC

	 	Zayo Capital, Inc.
	 	Common Stock
	 	 	100	 	 	 	1	 	 	 	100	%






5









 






Schedule 6




Trademarks


U.S. Trademarks:




	 	 	 	 	 	 	 
	 	 	 	 	Application Serial	 	Registration Number/
	Registered Owner	 	Trademark Description	 	Number/Filing Date	 	Registration Date
	Zayo Group, LLC

	 	ZAYO BANDWIDTH
	 	77245166

August 2, 2007
	 	3500859

September 16, 2008
	 
	 	 	 	 	 	 
	Zayo Group, LLC

	 	ZAYO
	 	77244680

August 1, 2007
	 	3500857

September 16, 2008
	 
	 	 	 	 	 	 
	Zayo Group, LLC

	 	ZCOLO
	 	77825058

September 11, 2009
	 	Application Still
Pending
	 
	 	 	 	 	 	 
	Zayo Bandwidth
Tennessee, LLC

	 	MEMPHIS NETWORX &
Design
	 	75873249

December 17, 1999
	 	2572278

May 21, 2002
	 
	 	 	 	 	 	 
	Zayo Bandwidth
Tennessee, LLC
(formerly known as
Memphis Networx,
LLC)*

	 	MEMPHIS NETWORX THE
BACKBONE OF THE CITY
& Design
	 	76537187

August 4, 2003
	 	2878837

August 31, 2004
	 
	 	 	 	 	 	 
	Zayo Bandwidth
Tennessee, LLC

	 	MEMPHIS NETWORX
	 	75873248

December 17, 1999
	 	2545349

March 5, 2002
	 
	 	 	 	 	 	 
	Zayo Enterprise
Networks, LLC
(formerly known as
VoicePipe
Communications,
LLC)*

	 	VOICEPIPE
	 	78202250

January 10, 2003
	 	2853563

June 15, 2004
	 
	 	 	 	 	 	 
	Zayo Colocation,
Inc. (formerly
FiberNet Telecom
Group, Inc.)*

	 	
	 	78693888

August 16, 2005
	 	3395986

March 11, 2008
	 
	 	 	 	 	 	 
	Zayo Colocation,
Inc. (formerly
FiberNet Telecom
Group, Inc.)*

	 	
	 	77044317

November 15, 2006
	 	3361370

January 1, 2008






6









 






	 	 	 	 	 	 	 
	 	 	 	 	Application Serial	 	Registration Number/
	Registered Owner	 	Trademark Description	 	Number/Filing Date	 	Registration Date
	Zayo Colocation, Inc. (formerly
FiberNet Telecom Group, Inc.)*

	 	
	 	77037993

November 6, 2006
	 	3350844

December 11, 2007
	 
	 	 	 	 	 	 
	Zayo Colocation, Inc. (formerly
FiberNet Telecom Group, Inc.)*

	 	
	 	78750871

November 9, 2005
	 	3198383

January 16, 2007








 




			
	* 	 	Per schedule 6.20 to the Credit Agreement, the applicable Borrower Party shall update ownership
information of record for this Trademark.






	 	 	Foreign Trademarks:

None issued or pending.




7









 











Schedule 7




Trade Names; Organizational Identification Numbers; Chief Executive Offices



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

	 	n/a
	 	 	4786114	 	 	901 Front Street,

Ste 200

Louisville, CO 80027
	 	901 Front Street,

Ste 200

Louisville, CO 80027
	 	901 Front Street,

Ste 200

Louisville, CO 80027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Zayo Group, LLC,
Delaware

	 	Formerly CII
Holdco, Inc. Its
name was changed to
Zayo Bandwidth,
Inc. on August 13,
2007 and was
converted from Zayo
Bandwidth, Inc. and
its name changed to
Zayo Group, LLC on
February 15, 2008.
	 	 	4346984	 	 	901 Front Street,

Ste 200

Louisville, CO 80027
	 	901 Front Street,

Ste 200

Louisville, CO 80027
	 	901 Front Street,

Ste 200

Louisville, CO 80027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Zayo Enterprise
Networks, LLC,
Delaware

	 	Formerly Zayo
Managed Services,
LLC and VoicePipe
Communications,
LLC.
VoicePipe
Communications, LLC
was formerly
VoicePipe
Communications,
Inc. and was
originally a
division of ICG
Communications,
Inc.
	 	 	4156637	 	 	901 Front Street,

Ste 200

Louisville, CO 80027
	 	901 Front Street,

Ste 200

Louisville, CO 80027
	 	901 Front Street,

Ste 200

Louisville, CO 80027






8









 







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

	 	Zayo Bandwidth
Indiana, LLC, Zayo
Bandwidth
Tri-State, LLC,
Zayo Bandwidth
Northwest, Inc.,
Zayo Bandwidth
Midwest, LLC,
Fiberlink LLC dba
Columbia Fiber
Solutions, and Zayo
Bandwidth Tri-State
II, LLC merged with
and into Zayo
Bandwidth, LLC on
February 28, 2010.


Zayo Bandwidth
Indiana, LLC
formerly Indiana
Fiber Works, LLC
(from September 4,
2002 to October 26,
2007) Prior to
being known as
Indiana Fiber
Works, LLC it was
known as MXM
Acquisition, LLC.
	 	 	4537167	 	 	901 Front Street,

Ste 200

Louisville, CO 80027
	 	901 Front Street,

Ste 200

Louisville, CO 80027
	 	901 Front Street,

Ste 200

Louisville, CO 80027






9









 






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

	 	Formerly Fibernet
Telecom Group, Inc. 


Devnet, LLC and
FiberNet
Operations, Inc.
merged with and
into Zayo
Colocation, Inc. on
February 28, 2010.
	 	 	3230910	 	 	901 Front Street,

Ste 200

Louisville, CO 80027
	 	901 Front Street,

Ste 200

Louisville, CO 80027
	 	901 Front Street,

Ste 200

Louisville, CO 80027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Zayo Bandwidth
Tennessee, LLC,
Tennessee

	 	Formerly Memphis
Networx, LLC (prior
to August 22, 2007)
	 	 	0379620	 	 	901 Front Street,

Ste 200

Louisville, CO 80027
	 	901 Front Street,

Ste 200

Louisville, CO 80027
	 	901 Front Street,

Ste 200

Louisville, CO 80027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Adesta
Communications,
Inc., Delaware

	 	n/a
	 	 	2886085	 	 	901 Front Street,

Ste 200

Louisville, CO 80027
	 	901 Front Street,

Ste 200

Louisville, CO 80027
	 	901 Front Street,

Ste 200

Louisville, CO 80027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	FiberNet Telecom,
Inc., Delaware

	 	FiberNet Equal
Access, LLC and
Availus, LLC merged
with and into
FiberNet Telecom,
Inc. on February
28, 2010
	 	 	2425770	 	 	901 Front Street,

Ste 200

Louisville, CO 80027
	 	901 Front Street,

Ste 200

Louisville, CO 80027
	 	901 Front Street,

Ste 200

Louisville, CO 80027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Local Fiber, LLC,
New York

	 	n/a
	 	NY does not issue
	 	901 Front Street,

Ste 200

Louisville, CO 80027
	 	901 Front Street,

Ste 200

Louisville, CO 80027
	 	901 Front Street,

Ste 200

Louisville, CO 80027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Zayo Bandwidth
Northeast, LLC,
Delaware

	 	Formerly PPL
Telecom, LLC (prior
to August 27, 2007)
	 	 	3307853	 	 	901 Front Street,

Ste 200

Louisville, CO 80027
	 	901 Front Street,

Ste 200

Louisville, CO 80027
	 	901 Front Street,

Ste 200

Louisville, CO 80027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Zayo Bandwidth
Northeast Sub, LLC,
Delaware

	 	Formerly PPL Prism,
LLC (prior to
August 27, 2007)
	 	 	3489067	 	 	901 Front Street,

Ste 200

Louisville, CO 80027
	 	901 Front Street,

Ste 200

Louisville, CO 80027
	 	901 Front Street,

Ste 200

Louisville, CO 80027
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Zayo Bandwidth
Central, LLC,
Delaware

	 	Formerly Citynet
Fiber Network, LLC
	 	 	3670198	 	 	901 Front Street,

Ste 200

Louisville, CO 80027
	 	901 Front Street,

Ste 200

Louisville, CO 80027
	 	901 Front Street,

Ste 200

Louisville, CO 80027






10









 






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

	 	Formerly Citynet
Virginia, LLC
	 	 	3690851	 	 	901 Front Street,

Ste 200

Louisville, CO 80027
	 	901 Front Street,

Ste 200

Louisville, CO 80027
	 	901 Front Street,

Ste 200

Louisville, CO 80027






11









 






Schedule 8




Owned Real Property



     None.



12









 





Schedule 9




List of Uniform Commercial Code Filing Jurisdictions



	 	 	 	 	 
	 	 	 	 	Filing Jurisdiction –
	 	 	Filing Jurisdiction –	 	Transmitting Utility
	Grantor	 	Personal Property	 	Filing
	Zayo Group, LLC

	 	Delaware
	 	Colorado, Delaware
	 
	 	 	 	 
	Zayo Capital, Inc.

	 	Delaware
	 	Delaware
	 
	 	 	 	 
	Zayo Bandwidth, LLC

	 	Delaware
	 	Arizona, California,
Colorado, Delaware,
Idaho, Indiana,
Illinois, Kentucky,
Michigan, Minnesota,
New York, North
Dakota, Ohio, Oregon,
South Dakota,
Tennessee, Texas,
Utah, Washington
	 
	 	 	 	 
	Zayo Enterprise Networks,
LLC

	 	Delaware
	 	Arkansas, California,
Colorado, Delaware,
Idaho, Indiana,
Michigan, Minnesota,
Missouri, Ohio,
Oregon, Pennsylvania,
Tennessee, Texas,
Washington
	 
	 	 	 	 
	Zayo Bandwidth Central, LLC

	 	Delaware
	 	Delaware, Illinois,
Indiana, Kentucky,
Maryland, Michigan,
New Jersey, North
Carolina, Ohio,
Oklahoma,
Pennsylvania,
Tennessee, Texas,
West Virginia,
Washington D.C.
	 
	 	 	 	 
	Zayo Bandwidth Central
(Virginia), LLC

	 	Delaware
	 	Delaware, Virginia
	 
	 	 	 	 
	Zayo Bandwidth Tennessee,
LLC

	 	Tennessee
	 	Mississippi, Tennessee
	 
	 	 	 	 
	Adesta Communications, Inc.

	 	Delaware
	 	Colorado, Delaware,Illinois, Nebraska,
New Jersey






13









 






	 	 	 	 	 
	 	 	Filing Jurisdiction –	 	Filing Jurisdiction –
	Grantor	 	Personal Property	 	Transmitting Utility Filing
	Zayo Bandwidth Northeast, 

LLC

	 	Delaware
	 	Delaware,
Pennsylvania,
Maryland, New Jersey,
New York, Virginia,
Washington, D.C.
	 
	 	 	 	 
	Zayo Bandwidth Northeast
Sub, LLC

	 	Delaware
	 	Delaware,
Pennsylvania,
Maryland, New Jersey,
New York, Virginia,
Washington, D.C
	 
	 	 	 	 
	Zayo Colocation, Inc.

	 	Delaware
	 	California, Delaware,
Illinois, New Jersey,
New York,
Pennsylvania
	 
	 	 	 	 
	FiberNet Telecom, Inc.

	 	Delaware
	 	Delaware, New York
	 
	 	 	 	 
	Local Fiber, LLC

	 	New York
	 	California, New York






14











 





EXHIBIT A




FORM OF SECURITY AGREEMENT SUPPLEMENT



     Supplement No. ____ (this “Supplement”) dated as of _______________, 20__, 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 the date hereof (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 the date hereof (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:       	 [Name of New Grantor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[Name of New Grantor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	COLLATERAL AGENT:       	SUNTRUST BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



EXHIBIT B




FORM OF COPYRIGHT SECURITY AGREEMENT




     This COPYRIGHT SECURITY AGREEMENT (this “Copyright Security Agreement”) is made as of
this ___ day of ___________, 20__, among Grantors listed on the signature pages hereof
(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 the date hereof (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 the date hereof (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”); and



     WHEREAS, pursuant to the Security Agreement, Grantors are required to execute and deliver to
Collateral Agent, for the benefit of the Secured Parties, this Copyright Security Agreement;



 









 





     NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Grantors hereby agree as follows:



     1. DEFINED TERMS. All capitalized terms used but not otherwise defined herein have
the meanings given to them in the Security Agreement or, if not defined therein, in the Credit
Agreement.



     2. GRANT OF SECURITY INTEREST IN COPYRIGHT COLLATERAL. Each Grantor hereby grants to
Collateral Agent, for the benefit of the Secured Parties, a continuing first priority security
interest in all of such Grantor’s right, title and interest in, to and under the following, whether
presently existing or hereafter created or acquired (collectively, the “Copyright
Collateral”):



          (a) all of such Grantor’s Copyrights and Copyright Intellectual Property Licenses to which it
is a party including those referred to on Schedule I hereto;




          (b) all reissues, continuations or extensions of the foregoing; and




          (c) all proceeds of the foregoing, including any claim by such Grantor against third parties
for past, present or future infringement or dilution of any Copyright or any Copyright licensed
under any Intellectual Property License.




     3. SECURITY FOR OBLIGATIONS. This Copyright Security Agreement and the Security
Interest created hereby secures the payment and performance of all the Secured Obligations, whether
now existing or arising hereafter. Without limiting the generality of the foregoing, this
Copyright Security Agreement secures the payment of all amounts which constitute part of the
Obligations and the Senior Note Indebtedness and would be owed by Grantors, or any of them, to
Collateral Agent, the Secured Parties, or any of them, whether or not they are unenforceable or not
allowable due to the existence of an Insolvency Proceeding involving any Grantor.



     4. SECURITY AGREEMENT. The security interests granted pursuant to this Copyright
Security Agreement are granted in conjunction with the security interests granted to Collateral
Agent, for the benefit of the Secured Parties, pursuant to the Security Agreement. Each Grantor
hereby acknowledges and affirms that the rights and remedies of Collateral Agent with respect to
the security interest in the Copyright Collateral made and granted hereby are more fully set forth
in the Security Agreement, the terms and provisions of which are incorporated by reference herein
as if fully set forth herein.



     5. AUTHORIZATION TO SUPPLEMENT. Grantors shall give Collateral Agent prompt notice in
writing of any additional United States copyright registrations or applications therefor after the
date hereof. Without limiting Grantors’ obligations under this Section 5, Grantors hereby
authorize Collateral Agent unilaterally to modify this Agreement by amending Schedule I to
include any future United States registered copyrights or applications therefor of Grantors.
Notwithstanding the foregoing, no failure to so modify this Copyright Security Agreement or amend
Schedule I shall in any way affect, invalidate or detract from Collateral Agent’s
continuing security interest in all Collateral, whether or not listed on Schedule I.



 









 





     6. COUNTERPARTS. This Copyright Security Agreement may be executed in any number of
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. In proving this Copyright Security
Agreement, any other Loan Document or any other Senior Note Document in any judicial proceedings,
it shall not be necessary to produce or account for more than one such counterpart signed by the
party against whom such enforcement is sought. Any signatures delivered by a party by facsimile
transmission or other electronic transmission shall be deemed an original signature hereto.



     7. CONSTRUCTION. Unless the context of this Copyright Security Agreement, any other
Loan Document or any other Senior Note Document clearly requires otherwise, references to the
plural include the singular, references to the singular include the plural, the terms “includes”
and “including” are not limiting, and the term “or” has, except where otherwise indicated, the
inclusive meaning represented by the phrase “and/or.” The words “hereof,” “herein,” “hereby,”
“hereunder,” and similar terms in this Copyright Security Agreement refer to this Copyright
Security Agreement as a whole and not to any particular provision of this Copyright Security
Agreement. Section, subsection, clause, schedule, and exhibit references herein are to this
Copyright Security Agreement unless otherwise specified. Any reference in this Copyright Security
Agreement, in any other Loan Document or in any other Senior Note Document to any agreement,
instrument, or document shall include all alterations, amendments, changes, extensions,
modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and
thereof, as applicable (subject to any restrictions on such alterations, amendments, changes,
extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set
forth herein). Any reference herein to the satisfaction or repayment in full of the Obligations
and the Senior Note Indebtedness shall mean the repayment in full in cash (or cash
collateralization in accordance with the terms hereof) of all Obligations and Senior Note
Indebtedness other than unasserted contingent indemnification Obligations and Senior Note
Indebtedness. Any reference herein to any Person shall be construed to include such Person’s
successors and assigns. Any requirement of a writing contained herein, in any other Loan Document
or in any other Senior Note Document shall be satisfied by the transmission of a Record and any
Record so transmitted shall constitute a representation and warranty as to the accuracy and
completeness of the information contained therein.



[remainder of page left blank intentionally]



 









 




          IN WITNESS WHEREOF, each Grantor has caused this Copyright Security Agreement to be executed
and delivered by its duly authorized officer as of the date first set forth above.




	 	 	 	 	 
	GRANTORS:                                     	[                                        ]



 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	ACCEPTED AND ACKNOWLEDGED BY:                  	SUNTRUST BANK, as Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Copyright
Security Agreement




 









 





SCHEDULE I

to

COPYRIGHT SECURITY AGREEMENT




Copyright Registrations



	 	 	 	 	 	 	 	 	 
	Grantor	 	Country	 	Copyright	 	Registration No.	 	Registration Date
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 





Copyright Licenses



 









 





EXHIBIT C




FORM OF PATENT SECURITY AGREEMENT



     This PATENT SECURITY AGREEMENT (this “Patent Security Agreement”) is made as of this
___ day of ___________, 20__, among Grantors listed on the signature pages hereof (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 the date hereof (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 the date hereof (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”); and



     WHEREAS, pursuant to the Security Agreement, Grantors are required to execute and deliver to
Collateral Agent, for the benefit of the Secured parties, this Patent Security Agreement;



 









 





     NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Grantors hereby agree as follows:



     1. DEFINED TERMS. All capitalized terms used but not otherwise defined herein have
the meanings given to them in the Security Agreement or, if not defined therein, in the Credit
Agreement.



     2. GRANT OF SECURITY INTEREST IN PATENT COLLATERAL. Each Grantor hereby grants to
Collateral Agent, for the benefit of the Secured Parties, a continuing first priority security
interest in all of such Grantor’s right, title and interest in, to and under the following, whether
presently existing or hereafter created or acquired (collectively, the “Patent
Collateral”):



     (a) all of its Patents and Patent Intellectual Property Licenses to which it is a party
including those referred to on Schedule I hereto;



     (b) all reissues, continuations or extensions of the foregoing; and



     (c) all proceeds of the foregoing, including any claim by such Grantor against third parties
for past, present or future infringement or dilution of any Patent or any Patent licensed under any
Intellectual Property License.



     3. SECURITY FOR OBLIGATIONS. This Patent Security Agreement and the Security Interest
created hereby secures the payment and performance of all the Secured Obligations, whether now
existing or arising hereafter. Without limiting the generality of the foregoing, this Patent
Security Agreement secures the payment of all amounts which constitute part of the Obligations and
the Senior Note Indebtedness and would be owed by Grantors, or any of them, to Collateral Agent,
the Secured Parties, or any of them, whether or not they are unenforceable or not allowable due to
the existence of an Insolvency Proceeding involving any Grantor.



     4. SECURITY AGREEMENT. The security interests granted pursuant to this Patent
Security Agreement are granted in conjunction with the security interests granted to Collateral
Agent, for the benefit of the Secured Parties, pursuant to the Security Agreement. Each Grantor
hereby acknowledges and affirms that the rights and remedies of Collateral Agent with respect to
the security interest in the Patent Collateral made and granted hereby are more fully set forth in
the Security Agreement, the terms and provisions of which are incorporated by reference herein as
if fully set forth herein.



     5. AUTHORIZATION TO SUPPLEMENT. If any Grantor shall obtain rights to any new
patentable inventions or become entitled to the benefit of any patent application or patent for any
reissue, division, or continuation, of any patent, the provisions of this Patent Security Agreement
shall automatically apply thereto. Grantors shall give prompt notice in writing to Collateral Agent
with respect to any such new patent rights. Without limiting Grantors’ obligations under this
Section 5, Grantors hereby authorize Collateral Agent unilaterally to modify this Agreement
by amending Schedule I to include any such new patent rights of Grantors. Notwithstanding
the foregoing, no failure to so modify this Patent Security



2









 




Agreement or amend Schedule I shall in any way affect, invalidate or detract from
Collateral Agent’s continuing security interest in all Collateral, whether or not listed on
Schedule I.




     6. COUNTERPARTS. This Patent Security Agreement may be executed in any number of
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. In proving this Patent Security
Agreement, any other Loan Document or any other Senior Note Document in any judicial proceedings,
it shall not be necessary to produce or account for more than one such counterpart signed by the
party against whom such enforcement is sought. Any signatures delivered by a party by facsimile
transmission or other electronic transmission shall be deemed an original signature hereto.



     7. CONSTRUCTION. Unless the context of this Patent Security Agreement, any other Loan
Document or any other Senior Note Document clearly requires otherwise, references to the plural
include the singular, references to the singular include the plural, the terms “includes” and
“including” are not limiting, and the term “or” has, except where otherwise indicated, the
inclusive meaning represented by the phrase “and/or.” The words “hereof,” “herein,” “hereby,”
“hereunder,” and similar terms in this Patent Security Agreement refer to this Patent Security
Agreement as a whole and not to any particular provision of this Patent Security Agreement.
Section, subsection, clause, schedule, and exhibit references herein are to this Patent Security
Agreement unless otherwise specified. Any reference in this Patent Security Agreement, in any
other Loan Document or any other Senior Note Document to any agreement, instrument, or document
shall include all alterations, amendments, changes, extensions, modifications, renewals,
replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject
to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals,
replacements, substitutions, joinders, and supplements set forth herein). Any reference herein to
the satisfaction or repayment in full of the Obligations and the Senior Note Indebtedness shall
mean the repayment in full in cash (or cash collateralization in accordance with the terms hereof)
of all Obligations and Senior Note Indebtedness other than unasserted contingent indemnification
Obligations and Senior Note Indebtedness. Any reference herein to any Person shall be construed
to include such Person’s successors and assigns. Any requirement of a writing contained herein, in
any other Loan Document or in any other Senior Note Document shall be satisfied by the transmission
of a Record and any Record so transmitted shall constitute a representation and warranty as to the
accuracy and completeness of the information contained therein.



[remainder of page left blank intentionally]



3









 




          IN WITNESS WHEREOF, each Grantor has caused this Patent Security Agreement to be executed and
delivered by its duly authorized officer as of the date first set forth above.




	 	 	 	 	 
	GRANTORS: 	 [                                        ]



 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	ACCEPTED AND ACKNOWLEDGED BY:             	SUNTRUST BANK, as Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




PATENT SECURITY AGREEMENT



 









 





SCHEDULE I

to

PATENT SECURITY AGREEMENT




Patent Registrations



	 	 	 	 	 	 	 	 	 
	Grantor	 	Country	 	Patent	 	Registration No.	 	Registration Date
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 





Patent Licenses



2









 





EXHIBIT D




FORM OF PLEDGED INTERESTS ADDENDUM



     This Pledged Interests Addendum, dated as of _________ ___, 20___, is delivered pursuant to
Section 6 of the Security Agreement referred to below. The undersigned hereby agrees that
this Pledged Interests Addendum may be attached to that certain Security Agreement, dated as of
March 12, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the
“Security Agreement”), made by the undersigned, together with the other Grantors named
therein, to SUNTRUST BANK, as Collateral Agent. Initially capitalized terms used but not defined
herein shall have the meaning ascribed to such terms in the Security Agreement or, if not defined
therein, the Credit Agreement (as defined in the Security Agreement). The undersigned hereby
agrees that the additional interests listed on this Pledged Interests Addendum as set forth below
shall be and become part of the Pledged Interests pledged by the undersigned to Collateral Agent in
the Security Agreement and any pledged company set forth on this Pledged Interests Addendum as set
forth below shall be and become a “Pledged Company” under the Security Agreement, each with the
same force and effect as if originally named therein.



     The undersigned hereby certifies that the representations and warranties set forth in Section
5 of the Security Agreement of the undersigned are true and correct as to the Pledged Interests
listed herein on and as of the date hereof.



	 	 	 	 	 
	 	[                                        ]



 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




     Pledged Interests Addendum



 









 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	Name of Pledged	 	Number of	 	 	 	Percentage of Class	 	 
	Name of Pledgor	 	Company	 	Shares/Units	 	Class of Interests	 	Owned	 	Certificate Nos.
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 





 









 





EXHIBIT E




FORM OF TRADEMARK SECURITY AGREEMENT



     This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made as of
this 12th day of March, 2010, among Grantors listed on the signature pages hereof (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 the date hereof (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 the date hereof (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”); and



     WHEREAS, pursuant to the Security Agreement, Grantors are required to execute and deliver to
Collateral Agent, for the benefit of the Secured parties, this Trademark Security Agreement;



     NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Grantors hereby agree as follows:



 









 





     1. DEFINED TERMS. All capitalized terms used but not otherwise defined herein have
the meanings given to them in the Security Agreement or, if not defined therein, in the Credit
Agreement.



     2. GRANT OF SECURITY INTEREST IN TRADEMARK COLLATERAL. Each Grantor hereby grants to
Collateral Agent, for the benefit of the Secured Parties, a continuing first priority security
interest in all of such Grantor’s right, title and interest in, to and under the following, whether
presently existing or hereafter created or acquired (collectively, the “Trademark
Collateral”):



          (a) all of its Trademarks (other than any intent-to-use United States Trademark application
for which an amendment to allege use or statement of use has not been filed and accepted by the
United States Patent and Trademark Office) and Trademark Intellectual Property Licenses to which it
is a party including those referred to on Schedule I hereto;




          (b) all goodwill, trade secrets, proprietary or confidential information, technical
information, procedures, formulae, quality control standards, designs, operating and training
manuals, customer lists, and other General Intangibles with respect to the foregoing;




          (c) all reissues, continuations or extensions of the foregoing;




          (d) all goodwill of the business connected with the use of, and symbolized by, each Trademark
and each Trademark Intellectual Property License; and




          (e) all proceeds of the foregoing, including any claim by such Grantor against third parties
for past, present or future (i) infringement or dilution of any Trademark or any Trademark licensed
under any Intellectual Property License or (ii) injury to the goodwill associated with any
Trademark or any Trademark licensed under any Intellectual Property License.




     3. SECURITY FOR OBLIGATIONS. This Trademark Security Agreement and the Security
Interest created hereby secures the payment and performance of all the Secured Obligations, whether
now existing or arising hereafter. Without limiting the generality of the foregoing, this
Trademark Security Agreement secures the payment of all amounts which constitute part of the
Obligations and the Senior Note Indebtedness and would be owed by Grantors, or any of them, to
Collateral Agent, the Secured Parties, or any of them, whether or not they are unenforceable or not
allowable due to the existence of an Insolvency Proceeding involving any Grantor.



     4. SECURITY AGREEMENT. The security interests granted pursuant to this Trademark
Security Agreement are granted in conjunction with the security interests granted to Collateral
Agent, for the benefit of the Secured Parties, pursuant to the Security Agreement. Each Grantor
hereby acknowledges and affirms that the rights and remedies of Collateral Agent with respect to
the security interest in the Trademark Collateral made and granted hereby are more fully set forth
in the Security Agreement, the terms and provisions of which are incorporated by reference herein
as if fully set forth herein.



2









 





     5. AUTHORIZATION TO SUPPLEMENT. If any Grantor shall obtain rights to any new
trademarks, the provisions of this Trademark Security Agreement shall automatically apply thereto.
Grantors shall give prompt notice in writing to Collateral Agent with respect to any such new
trademarks or renewal or extension of any trademark registration. Without limiting Grantors’
obligations under this Section 5, Grantors hereby authorize Collateral Agent unilaterally
to modify this Agreement by amending Schedule I to include any such new trademark rights of
Grantors. Notwithstanding the foregoing, no failure to so modify this Trademark Security Agreement
or amend Schedule I shall in any way affect, invalidate or detract from Collateral Agent’s
continuing security interest in all Collateral, whether or not listed on Schedule I.



     6. COUNTERPARTS. This Trademark Security Agreement may be executed in any number of
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. In proving this Trademark Security
Agreement, any other Loan Document or any other Senior Note Document in any judicial proceedings,
it shall not be necessary to produce or account for more than one such counterpart signed by the
party against whom such enforcement is sought. Any signatures delivered by a party by facsimile
transmission or other electronic transmission shall be deemed an original signature hereto.



     7. CONSTRUCTION. Unless the context of this Trademark Security Agreement, any other
Loan Document or any other Senior Note Document clearly requires otherwise, references to the
plural include the singular, references to the singular include the plural, the terms “includes”
and “including” are not limiting, and the term “or” has, except where otherwise indicated, the
inclusive meaning represented by the phrase “and/or.” The words “hereof,” “herein,” “hereby,”
“hereunder,” and similar terms in this Trademark Security Agreement refer to this Trademark
Security Agreement as a whole and not to any particular provision of this Trademark Security
Agreement. Section, subsection, clause, schedule, and exhibit references herein are to this
Agreement unless otherwise specified. Any reference in this Trademark Security Agreement, in any
other Loan Document, or in any other Senior Note Document to any agreement, instrument, or document
shall include all alterations, amendments, changes, extensions, modifications, renewals,
replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject
to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals,
replacements, substitutions, joinders, and supplements set forth herein). Any reference herein to
the satisfaction or repayment in full of the Obligations and the Senior Note Indebtedness shall
mean the repayment in full in cash (or cash collateralization in accordance with the terms hereof)
of all Obligations and Senior Note Indebtedness other than unasserted contingent indemnification
Obligations and Senior Note Indebtedness. Any reference herein to any Person shall be construed to
include such Person’s successors and assigns. Any requirement of a writing contained herein, in
any other Loan Document or in any other Senior Note Document shall be satisfied by the transmission
of a Record and any Record so transmitted shall constitute a representation and warranty as to the
accuracy and completeness of the information contained therein.



[remainder of page left blank intentionally]



3









 




          IN WITNESS WHEREOF, each Grantor has caused this Trademark Security Agreement to be executed
and delivered by its duly authorized officer as of the date first set forth above.




	 	 	 	 	 
	GRANTORS:                                  	[                                        ]



 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	ACCEPTED AND ACKNOWLEDGED BY:                  	SUNTRUST BANK, as Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




     TRADEMARK SECURITY AGREEMENT



 









 





SCHEDULE I

to

TRADEMARK SECURITY AGREEMENT




Trademark Registrations/Applications



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Application/ Registration	 	 
	Grantor	 	Country	 	Mark	 	No.	 	App/Reg Date
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 





Trade Names



Common Law Trademarks 



Trademarks Not Currently In Use



Trademark Licenses