exv10w11






Exhibit 10.11




EXECUTION COPY




JOINDER AND AMENDMENT AGREEMENT




     This JOINDER AND AMENDMENT AGREEMENT (as amended, amended and restated, supplemented, replaced or
otherwise modified from time to time, this
“Agreement”), dated as of September 20, 2010, is made by
and among (i) ZAYO GROUP, LLC and ZAYO CAPITAL, INC. (the
“Companies”, and each a
“Company”); (ii)
the other Grantors identified as such on the signature pages hereof; (iii) THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A. (“BNYMTC’), as an additional Authorized Representative (as defined in
the Intercreditor Agreement, defined below) in its capacities as trustee and as paying agent,
registrar and transfer agent for the holders of certain additional 10.25% senior secured,
first-priority notes, due 2017 (the “Additional Senior
Secured Notes”), issued by the Companies
pursuant to a Supplemental Indenture, dated as of the date of this Agreement, which supplements the
Initial Notes Agreement (together, such Supplemental Indenture and the Initial Notes Agreement, the
“Additional Notes Agreement”) (BNYMTC, in such capacity, the “Additional Notes Authorized
Representative”); (iv) BNYMTC, as Initial Notes Authorized Representative (as defined in the
Intercreditor Agreement); (v) SUNTRUST BANK (“Sun
Trust”), as joint collateral agent (in such
capacity, and together with any successor joint collateral agent appointed pursuant to Article VI
of the Intercreditor Agreement, the “Joint Collateral
Agent”); and (vi) SunTrust, as Revolving Loan
Agent (as defined in the Intercreditor Agreement).



     This Agreement is supplemental to that certain Collateral Agency and Intercreditor Agreement, dated
as of March 12, 2010 (as may be amended, amended and restated, supplemented, replaced or otherwise
modified from time to time, the “Intercreditor
Agreement”), made by and among the Companies, the
other Grantors party thereto, the Joint Collateral Agent, the Revolving Loan Agent, the Initial
Notes Authorized Representative, and each other Authorized Representative (as defined in the
Intercreditor Agreement) from time to time party thereto. This Agreement has been entered into to
record the accession of an additional Authorized Representative under the Intercreditor Agreement,
pursuant to Section 7.17 thereof, and to effect the amendment of certain terms of the Intercreditor
Agreement, pursuant to Section 7.02 thereof.



ARTICLE I




DEFINITIONS



     SECTION 1.01 Capitalized terms used but not defined herein shall have the
meanings assigned thereto in the Intercreditor Agreement.



ARTICLE II




ACCESSION



     SECTION 2.01 The Additional Notes Authorized Representative agrees to
become, with immediate effect, a party to and agrees to be bound by the terms of, the
Intercreditor Agreement (with all obligations thereunder), as an “Authorized Representative” for
the holders of any Additional Senior Secured Notes and for itself as Authorized Representative



ZAYO — Sept 2010 Joinder




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(together, such Additional Loan and Notes Secured Parties, the “Additional Notes Secured Parties”),
with respect to the Additional Loan and Notes Obligations of the Companies and other Grantors in
respect of the Additional Senior Secured Notes, pursuant to the Additional Notes Agreement. The
Additional Notes Authorized Representative (a) acknowledges that it has received and reviewed a
copy of the Intercreditor Agreement; (b) hereby joins and becomes a party to the Intercreditor
Agreement as an “Authorized Representative” for the Additional Notes Secured Parties, as Additional
Loan and Notes Secured Parties thereunder; (c) covenants and agrees (i) to be bound by all
covenants, agreements, representations, warranties and acknowledgements attributable to each
“Authorized Representative” under the Intercreditor Agreement, as if made by, and with respect to
it, and (ii) to perform all obligations required of the “Authorized Representative” under the
Intercreditor Agreement; and (d) agrees in its capacity as Authorized Representative for the
Additional Notes Secured Parties that it and each Additional Notes Secured Party will be bound by
the terms applicable to the “Loan and Notes Secured Parties” in the Intercreditor Agreement.



By its acceptance of the benefits of the Intercreditor Agreement and the Loan and Notes Security
Documents, the Authorized Representative, on behalf of itself and each Additional Notes Secured
Party (whether or not a signatory hereto) (A) consents to the appointment of the Joint Collateral
Agent as collateral agent under the Intercreditor Agreement, and
(B) confirms that the Joint
Collateral Agent shall have the authority to act as the agent of such Authorized Representative and
each such Additional Notes Secured Party, in accordance with the terms of the
Intercreditor Agreement, for the enforcement of remedies under the Loan and Notes Security
Documents. The Additional Notes Authorized Representative represents and warrants to the Joint
Collateral Agent that it has been authorized by the Additional Notes Secured Parties to execute and
deliver this Agreement on their behalf, pursuant to the Additional Notes Agreement.




     SECTION 2.02 The Additional Notes Authorized Representative confirms
that its address details for notices pursuant to the Intercreditor Agreement are as follows: The
Bank of New York Mellon Trust Company, N.A., 700 South Flower Street, Suite 500, Los
Angeles, California 90017, Attention: Corporate Trust Administration, (Fax: (213) 630-6298).



     SECTION 2.03 In reliance on the representations and warranties made by
the Grantors pursuant to Section 7.17 of the Intercreditor Agreement, each party to the
Intercreditor Agreement (other than the Additional Notes Authorized Representative) confirms the
acceptance of the Additional Notes Authorized Representative as an Authorized
Representative for purposes of the Intercreditor Agreement.



     SECTION 2.04 Unless otherwise specified, the Additional Notes Authorized Representative is acting
hereunder in its capacity as Authorized Representative solely for the Additional Notes
Secured Parties under the Additional Notes Agreement, and acknowledges that it has the authority to
bind such Additional Notes Secured Parties to the terms and conditions of the Intercreditor
Agreement. The Additional Notes Authorized Representative hereby agrees (on behalf of itself and
all Loan and Notes Secured Parties for which it acts as Authorized Representative) to comply with
the terms of the Intercreditor Agreement.



ARTICLE III




ZAYO — Sept 2010 Joinder




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WAIVER AND AMENDMENT




     SECTION 3.01 Zayo Group, LLC, in its capacity as “Administrative Company”, hereby represents and
warrants to the other parties party to this Agreement that : (a) as of the date hereof, and giving
effect to this Agreement, the Revolving Loan Agent, the Initial Notes Authorized Representative and
the Additional Notes Authorized Representative constitute all of the Authorized Representatives
party to the Intercreditor Agreement; (b) as of the date hereof, the Grantors party hereto
constitute all of the Grantors party to the Intercreditor Agreement; and (c) the Additional Senior
Secured Notes are being issued pursuant to the Additional Notes Agreement with terms and conditions
(including, without limitation, maturity date, interest rate and remedies) that are in all material
respects the same as the terms and conditions of the Senior Secured Notes originally issued under
the Initial Notes Agreement (other than the respective dates of issuance). 




     SECTION 3.02 Pursuant
to, and acting in accordance with, the terms of Section 7.02 of the Intercreditor Agreement, the
Companies, the other Grantors party hereto, the Joint Collateral Agent, the Revolving Loan Agent,
the Initial Notes Authorized Representative and the Additional Notes Authorized Representative each
hereby agree that, pursuant to a request made by the Administrative Company (acting on behalf of
itself and the other Companies and Grantors): (a) effective as of the date hereof, the
Intercreditor Agreement is hereby amended such that, for all purposes of voting and other
determinations to be made under the Intercreditor Agreement and the Loan and Notes Security
Documents, (i) the Senior Secured Notes and the Additional Senior Secured Notes shall be a single
“Series” of Loan and Notes Obligations, and (ii) the Initial Notes Secured Parties and the
Additional Notes Secured Parties shall be a single “Series” of Loan and Notes Secured Parties; and
(b) any term or provision of the Intercreditor Agreement which would otherwise prevent or restrict
the effectuation of the preceding clause (a) is hereby waived, for the sole purpose of giving
effect to, and only to the extent necessary to give effect to, such preceding clause (a).



ARTICLE IV




MISCELLANEOUS



     SECTION 4.01 This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without regard to the conflict of laws
principles thereof, except to the extent otherwise provided in the Secured Credit Documents.



     SECTION 4.02 This Agreement may be executed in counterparts, each of which shall constitute an
original but all of which when taken together shall constitute a single contract. Delivery of an
executed signature page to this Agreement by facsimile or electronic transmission shall be as
effective as delivery of a manually signed counterpart of this Agreement.



[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]




ZAYO — Sept 2010 Joinder





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          IN WITNESS WHEREOF, the parties hereto have caused this Joinder Agreement to be duly executed
by their respective authorized officers as of the day and year first above written.




	 	 	 	 	 
	 	ZAYO GROUP, LLC,

as Grantor

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

as Grantor

 	 
	 	By:  	/s/
Ken desGarennes	 
	 	 	Name:  	Ken desGarennes	 
	 	 	Title:  	Chief Financial Officer & Treasurer	 
	 
	 	ZAYO GROUP HOLDINGS, INC.,

as Grantor

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

as Grantor

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

as Grantor

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



[SIGNATURE
PAGE]



ZAYO
- Sept 2010 Joinder



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	ZAYO COLOCATION, INC.,

as Grantor

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

as Grantor

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

as Grantor

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

as Grantor

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

as Grantor

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



[SIGNATURE
PAGE]




ZAYO -
Sept 2010 Joinder



 









 






	 	 	 	 	 
	 	ZAYO FIBER SOLUTION, LLC,

as Grantor

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



[SIGNATURE
PAGE]




ZAYO -
Sept 2010 Joinder



 









 





	 	 	 	 	 
	 	SUNTRUST BANK,

as Joint Collateral Agent

 	 
	 	By:  	/s/ Michael Vegh
 	 
	 	 	Name:  	Michael Vegh 	 
	 	 	Title:  	Director 	 
	 




ZAYO -Sept 2010 Joinder



[SIGNATURE PAGE]




 









 








	 	 	 	 	 
	 	SUNTRUST BANK,

as Revolving Loan Agent

 	 
	 	By:  	/s/ Michael Vegh
 	 
	 	 	Name:  	Michael Vegh 	 
	 	 	Title:  	Director 	 
	 



ZAYO -Sept 2010 Joinder



[SIGNATURE PAGE]




 









 








	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON 

TRUST COMPANY, N.A.,

as Initial Notes Authorized Representative

 	 
	 	By:  	/s/ Alex Briffett
 	 
	 	 	Name:  	John A. (Alex) Briffett 	 
	 	 	Title:  	Authorized Signatory 	 
	 



ZAYO -Sept 2010 Joinder




[SIGNATURE PAGE]




 









 








	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON

 TRUST COMPANY, N.A.,

 as Additional Notes Authorized Representative
(an
Authorized Representative)

 	 
	 	By:  	/s/ Alex Briffett
 	 
	 	 	Name:  	John A. (Alex) Briffett 	 
	 	 	Title:  	Authorized Signatory 	 
	 



ZAYO -Sept 2010 Joinder




[SIGNATURE PAGE]