exv10w33





Exhibit 10.33





EXECUTION VERSION




 

 






AGREEMENT AND PLAN OF MERGER




by and among



ZAYO GROUP, LLC,



ZAYO AFS ACQUISITION COMPANY, INC.,



AMERICAN FIBER SYSTEMS HOLDING CORP.



and



ROBERT E. INGALLS, JR., AS THE EQUITYHOLDER REPRESENTATIVE



Dated as of June 24, 2010



 

 










 









 














TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	ARTICLE I DEFINITIONS; INTERPRETATION	 	 	2	 
	1.1
	 	Definitions	 	 	2	 
	1.2
	 	Interpretation	 	 	2	 
	ARTICLE II MERGER; CLOSING	 	 	2	 
	2.1
	 	The Merger	 	 	2	 
	2.2
	 	Effective Time	 	 	2	 
	2.3
	 	Effects of the Merger	 	 	2	 
	2.4
	 	Certificate of Incorporation and Bylaws	 	 	3	 
	2.5
	 	Directors and Officers of the Surviving Corporation	 	 	3	 
	2.6
	 	Closing	 	 	3	 
	ARTICLE III MERGER CONSIDERATION; SHARE EXCHANGE	 	 	3	 
	3.1
	 	Merger Consideration	 	 	3	 
	3.2
	 	Closing Merger Consideration	 	 	3	 
	3.3
	 	Net Cash Closing Payment and Post-Closing Payments	 	 	4	 
	3.4
	 	Conversion	 	 	6	 
	3.5
	 	Exchange of Certificates	 	 	8	 
	3.6
	 	Closing Working Capital Adjustment	 	 	10	 
	3.7
	 	Working Capital Adjustment Procedures	 	 	11	 
	ARTICLE IV [INTENTIONALLY DELETED]	 	 	13	 
	ARTICLE V REPRESENTATIONS AND WARRANTIES RELATING TO THE ACQUIRED
COMPANIES	 	 	13	 
	5.1
	 	Organization and Standing	 	 	13	 
	5.2
	 	Equity Securities; Capitalization	 	 	14	 
	5.3
	 	Authority; Execution and Delivery; Enforceability	 	 	16	 
	5.4
	 	Consents and Authorizations; No Conflicts	 	 	17	 
	5.5
	 	Financial Matters	 	 	17	 
	5.6
	 	Accounts Payable	 	 	18	 
	5.7
	 	Indebtedness	 	 	18	 
	5.8
	 	Guaranties, Bonds and Surety	 	 	19	 
	5.9
	 	Derivative Instruments	 	 	19	 
	5.10
	 	No Undisclosed Liabilities	 	 	19	 
	5.11
	 	Absence of Changes or Events	 	 	19	 
	5.12
	 	Receivables	 	 	21	 
	5.13
	 	Network Facilities and Operations	 	 	21	 
	5.14
	 	Deposits	 	 	21	 
	5.15
	 	Tangible Personal Property	 	 	21	 
	5.16
	 	Real Property	 	 	22	 
	5.17
	 	Intellectual Property	 	 	23	 
	5.18
	 	Material Contracts	 	 	24	 
	5.19
	 	Sufficiency of Assets	 	 	26	 
	5.20
	 	Powers of Attorney	 	 	27	 
	5.21
	 	Banking	 	 	27	 
	5.22
	 	Insurance	 	 	27	 
	5.23
	 	Taxes	 	 	27	 
	5.24
	 	Proceedings; Judgments	 	 	29	 
	5.25
	 	Benefit Plans	 	 	30	 
	5.26
	 	Employees and Labor Matters	 	 	33	 






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	 	 	 	 	Page	 
	 
	5.27
	 	Compliance with Laws	 	 	35	 
	5.28
	 	Privacy Provisions	 	 	36	 
	5.29
	 	Permits	 	 	36	 
	5.30
	 	Environmental Matters	 	 	37	 
	5.31
	 	Affiliated Persons	 	 	38	 
	5.32
	 	Significant Relationships	 	 	38	 
	5.33
	 	Brokers	 	 	39	 
	5.34
	 	USC Valuation	 	 	39	 
	5.35
	 	Full Disclosure	 	 	39	 
	5.36
	 	No Other Representations or Warranties	 	 	39	 
	ARTICLE VI REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB	 	 	39	 
	6.1
	 	Organization and Standing	 	 	39	 
	6.2
	 	Authority; Execution and Delivery; Enforceability	 	 	39	 
	6.3
	 	Consents and Authorizations; No Conflicts	 	 	40	 
	6.4
	 	Brokers	 	 	41	 
	6.5
	 	Non-Reliance	 	 	41	 
	ARTICLE VII COVENANTS	 	 	41	 
	7.1
	 	Covenants Relating to Conduct of Business and Related Matters	 	 	41	 
	7.2
	 	[INTENTIONALLY DELETED]	 	 	45	 
	7.3
	 	[INTENTIONALLY DELETED]	 	 	45	 
	7.4
	 	Access to Information; Customers and Suppliers	 	 	45	 
	7.5
	 	No Negotiation; Acquisition Proposals	 	 	46	 
	7.6
	 	Notification; Updates to Disclosure Schedule	 	 	46	 
	7.7
	 	Commercially Reasonable Efforts	 	 	47	 
	7.8
	 	Regulatory Matters	 	 	47	 
	7.9
	 	Pre-Closing Company Deliverables	 	 	48	 
	7.10
	 	Financial Matters	 	 	48	 
	7.11
	 	[INTENTIONALLY DELETED]	 	 	49	 
	7.12
	 	280G Matters	 	 	49	 
	7.13
	 	Approval of Agreement	 	 	50	 
	7.14
	 	Disposition of Company Capital Stock by Stockholders	 	 	50	 
	7.15
	 	Contract Matters	 	 	51	 
	7.16
	 	Customer, Supplier and Related Third-Party Matters	 	 	51	 
	7.17
	 	[INTENTIONALLY DELETED]	 	 	51	 
	7.18
	 	Expenses; Transfer Taxes	 	 	52	 
	7.19
	 	Further Assurances; Support; No Avoidance	 	 	52	 
	7.20
	 	Public Announcements	 	 	52	 
	7.21
	 	No Cash on Hand	 	 	52	 
	7.22
	 	D&O Insurance	 	 	52	 
	7.23
	 	Conflict Waiver	 	 	53	 
	7.24
	 	Valuation of USC Membership Interests	 	 	53	 
	7.25
	 	USC Consent	 	 	53	 
	ARTICLE VIII CONDITIONS TO CLOSING	 	 	54	 
	8.1
	 	Mutual Conditions	 	 	54	 
	8.2
	 	Conditions to Obligations of Parent and Merger Sub	 	 	54	 
	8.3
	 	Conditions to Obligation of Parent and Merger Sub — Closing Deliveries	 	 	56	 
	8.4
	 	Conditions to Obligation of the Company	 	 	57	 
	8.5
	 	Conditions to Obligation of the Company — Closing Deliveries	 	 	58	 
	8.6
	 	Frustration of Closing Conditions	 	 	58	 
	ARTICLE IX TERMINATION, AMENDMENT, AND WAIVER	 	 	59	 
	9.1
	 	Termination	 	 	59	 






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	 	 	 	 	Page	 
	 	 	 	 	 	 
	9.2
	 	Effect of Termination; Reverse Termination Fee	 	 	60	 
	9.3
	 	Impact of Investigation on Termination	 	 	61	 
	ARTICLE X SURVIVAL; INDEMNIFICATION	 	 	61	 
	10.1
	 	Survival	 	 	61	 
	10.2
	 	Indemnification by the Joined Equityholders	 	 	62	 
	10.3
	 	Indemnification by Parent	 	 	64	 
	10.4
	 	Defense of Third-Party Claims	 	 	65	 
	10.5
	 	Exclusive Remedy	 	 	66	 
	10.6
	 	No Right of Setoff	 	 	66	 
	10.7
	 	Treatment of Indemnity Payments	 	 	67	 
	10.8
	 	Payment or Reimbursement of Damages	 	 	67	 
	ARTICLE XI EQUITYHOLDER REPRESENTATIVE	 	 	67	 
	11.1
	 	Authorization of Equityholder Representative	 	 	67	 
	11.2
	 	Payment of Expenses	 	 	68	 
	11.3
	 	Proportionate Share; Disbursements	 	 	68	 
	11.4
	 	Compensation; Exculpation	 	 	69	 
	11.5
	 	Successor Equityholder Representative	 	 	69	 
	11.6
	 	Power of Attorney	 	 	69	 
	11.7
	 	Certain Limitations	 	 	69	 
	ARTICLE XII GENERAL PROVISIONS	 	 	70	 
	12.1
	 	[INTENTIONALLY DELETED]	 	 	70	 
	12.2
	 	Disclosure Schedule	 	 	70	 
	12.3
	 	Assignment	 	 	70	 
	12.4
	 	No Third-Party Beneficiaries	 	 	70	 
	12.5
	 	Notices	 	 	71	 
	12.6
	 	Counterparts	 	 	71	 
	12.7
	 	Entire Agreement	 	 	71	 
	12.8
	 	Amendments	 	 	71	 
	12.9
	 	Severability	 	 	72	 
	12.10
	 	Governing Law; Consent to Jurisdiction	 	 	72	 
	12.11
	 	Remedies Cumulative; Specific Performance	 	 	73	 
	12.12
	 	Waiver in Writing	 	 	73	 
	12.13
	 	Construction	 	 	73	 






-iii- 









 






APPENDICES, EXHIBITS AND SCHEDULES




	 	 	 

	Appendices
	 	 
	 
	 	 
	Appendix A

	 	Defined Terms
	Appendix B

	 	Notice Addresses
	 
	 	 
	Exhibits
	 	 
	 
	 	 
	Exhibit A

	 	Stockholders
	Exhibit B

	 	Warrantholders
	Exhibit C

	 	Form of Certificate of Merger
	Exhibit D

	 	Form of Promissory Note
	Exhibit E-1

	 	Form of Preferred Stock Letter of Transmittal
	Exhibit E-2

	 	Form of Common Stock Letter of Transmittal
	Exhibit F

	 	Form of Option Cancellation
	Exhibit G-1

	 	Form of Horizon Warrant Cancellation
	Exhibit G-2

	 	Form of Comerica Warrant Cancellation
	Exhibit G-3

	 	Form of TriplePoint Warrant Cancellation
	Exhibit H-1

	 	Form of Preferred Stockholder Joinder Agreement
	Exhibit H-2

	 	Form of Common Stockholder Joinder Agreement
	Exhibit I-1

	 	Form of Opinion of Adair Law Firm LLP
	Exhibit I-2

	 	Form of Opinion of Hiscock & Barclay, LLP
	Exhibit J

	 	Form of Agreement to Protect Confidential Information, Assign Inventions and to Prevent Unfair Solicitation
	Exhibit K

	 	Form of USC Consent
	 
	 	 
	Schedules
	 	 
	 
	 	 
	Schedule 1-A

	 	Company Subsidiaries
	Schedule 1-B

	 	Assumed Capital Leases
	Schedule 3.7

	 	Pro Forma Working Capital
	Schedule 6.3(a)

	 	Parent and Merger Sub — Consents and Authorizations; No Conflicts
	Schedule 8.3(c)

	 	Required Joined Equityholders
	 
	 	 
	Disclosure Schedules
	 	 







-iv- 











 





AGREEMENT AND PLAN OF MERGER




     This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 24, 2010, is
by and among Zayo Group, LLC, a Delaware limited liability company (“Parent”), Zayo AFS
Acquisition Company, Inc., a Delaware corporation (“Merger Sub”), American Fiber Systems
Holding Corp., a Delaware corporation (the “Company”), and Robert E. Ingalls, Jr., an
individual, in his capacity as the designated representative of Equityholders (“Equityholder
Representative”). Each of Parent, Merger Sub, the Company and Equityholder Representative are
referred to in this Agreement collectively as the “Parties,” and individually as a
“Party.”



Recitals




     A. The Board of Directors of the Company and the Board of Managers of Parent have each
determined that a business combination between Parent and the Company is in the best interest of
their respective companies and stockholders and members, as applicable, and accordingly have agreed
to effect the merger of Merger Sub with and into the Company with the Company surviving (the
“Merger”), upon the terms and subject to the conditions set forth in this Agreement and in
accordance with the Delaware General Corporation Law (the “DGCL”), whereby the separate corporate
existence of Merger Sub shall cease and each issued and outstanding share of Company Capital Stock,
other than dissenting shares and shares of Company Capital Stock held in the treasury of the
Company, will be converted into the right to receive the Merger Consideration as provided in this
Agreement.



     B. The stockholders of the Company, each of which is set forth on Exhibit A
(“Stockholders”), are the record and beneficial owners of an aggregate of 134,495,310
shares of Company Capital Stock.



     C. The optionholders of the Company (the “Optionholders”) are the record and
beneficial owners of outstanding options to purchase an aggregate of 7,801,500 shares of Company
Common Stock issued pursuant to the Company Option Plan (collectively, the “Company Stock Options”).



     D. The warrantholders of the Company, each of which is set forth on Exhibit B
(“Warrantholders”), are the record and beneficial owners of warrants to purchase an aggregate
of 1,372,938 shares of Company Common Stock (the “Common Stock Warrants”) and 3,242,462
shares of Series E Stock (the “Series E Warrants”, and together with the Common Stock
Warrants, the “Company Warrants”).



     E. The Company owns all of the issued and outstanding Equity Securities in the Subsidiaries of
the Company described on Schedule 1-A (the “Company Subsidiaries”). The Company and
the Company Subsidiaries are referred to in this Agreement, individually, each as an “Acquired
Company,” and collectively, as the “Acquired Companies”; provided,
however, that USCarrier Telecom Holdings, LLC, a Georgia limited liability company and an
indirect subsidiary of the Company (“USC”), shall not be considered an Acquired Company.



     F. Stockholders, Optionholders and Warrantholders are required to surrender their Company
Capital Stock, the Company Stock Options and the Company Warrants, respectively, for the
consideration set forth in this Agreement.



Agreement




     In consideration of the representations, warranties, covenants and agreements
contained in this Agreement, the Parties agree as follows:



 









 





ARTICLE I

DEFINITIONS; INTERPRETATION




     1.1 Definitions. Capitalized terms and other terms used in this Agreement
have the respective meanings set forth in Appendix A.



     1.2 Interpretation. As used in this Agreement, except as otherwise
indicated in this Agreement or as the context may otherwise require: (a) the words
“include,” “includes,” and “including” are deemed to be followed by “without
limitation” whether or not they are in fact followed by such words or words of similar
import; (b) the word “or” is not exclusive; (c) references to an
“Article,” “Section,”
“Preamble,” “Recital,” or any other subdivision, or to an “Appendix,” “Exhibit,”
“Schedule,” or “Disclosure Schedule” are to an article, section, preamble, recital, or
subdivision of this Agreement, or to an appendix, exhibit, schedule, or disclosure
schedule to this Agreement; (d) the words “this Agreement,” “hereby,” “hereof,”
“herein,” “hereunder,” and comparable words refer to all of this Agreement, including
the Appendices, Exhibits, Schedules, and Disclosure Schedule to this Agreement, and not
to any particular article, section, preamble, recital, or other subdivision of this
Agreement or appendix, exhibit, schedule, or disclosure schedule to this Agreement; (e)
any pronoun in masculine, feminine, or neutral form shall include any other gender; (f)
any word in the singular form includes the plural and vice versa, (g) references to any
agreement or other document are to such agreement or document as amended, modified,
superseded, supplemented, and restated now or from time to time after the date of this
Agreement; (h) references to any Law are to it as amended, modified, supplemented, and
restated now or from time to time after the date of this Agreement, and to any
corresponding provisions of successor Laws, and, unless the context requires otherwise,
any reference to any statute shall be deemed also to refer to all rules and regulations
promulgated thereunder; (i) references to any Person include such Person’s respective
successors and permitted assigns (and in the case of a natural person, such Person’s
heirs, estate, and personal representatives); and (j) references to a “day” or number
of “days” (without the explicit qualification of “Business”) refer to a calendar day or
number of calendar days. If interest is to be computed under this Agreement, it shall
be computed on the basis of a 360-day year of twelve 30-day months. If any action or
notice is to be taken or given on or by a particular calendar day, and such calendar
day is not a Business Day, then such action or Notice may be taken or given on the next
succeeding Business Day. Any financial or accounting term that is not otherwise defined
in this Agreement shall have the meaning given such term under GAAP.



ARTICLE II

MERGER; CLOSING




     2.1 The Merger. In accordance with the DGCL and subject to the terms and
conditions of this Agreement, Merger Sub shall be merged with and into the Company at
the Effective Time and the separate corporate existence of Merger Sub will thereupon
cease. The Company shall continue as the surviving corporation of the Merger (the
“Surviving Corporation”) and shall be a wholly owned subsidiary of Parent.



     2.2 Effective Time. On the Closing Date, Parent, Merger Sub and the
Company will (a) duly execute a certificate of merger (the “Certificate of
Merger”) in substantially the form of Exhibit C and (b) make all filings or
recordings required under the DGCL. The Merger will become effective at such time as
the Certificate of Merger has been accepted with the Secretary of State of the State of
Delaware or at such subsequent date or time as specified in the Certificate of Merger.
The date and time the Merger becomes effective is referred to in this Agreement as the
“Effective Time.”



     2.3 Effects of the Merger. The Merger will have the effects set forth in this
Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the
forgoing, and subject



-2-









 




thereto, at the Effective Time, except as otherwise set forth herein, all the property, rights,
privileges, powers and franchises of the Company and Merger Sub will be vested in the Surviving
Corporation, and all debts, liabilities and duties of the Company and Merger Sub will become the
debts, liabilities and duties of the Surviving Corporation.




     2.4 Certificate of Incorporation and Bylaws. The certificate of incorporation of the
Surviving Corporation in effect at the Effective Time will be amended and restated as set forth in
Exhibit A to the Certificate of Merger until amended in accordance with applicable Law. The bylaws
of Merger Sub, as in effect immediately before the Effective Time, will be the bylaws of the
Surviving Corporation, until thereafter changed or amended as provided therein, by the certificate
of incorporation or by applicable Law.



     2.5 Directors and Officers of the Surviving Corporation. The directors of Merger Sub
immediately prior to the Effective Time will be the directors of the Surviving Corporation and the
officers of Merger Sub immediately prior to the Effective Time will be the officers of the
Surviving Corporation, each to hold office in accordance with the certificate of incorporation and
bylaws of the Surviving Corporation until such Person’s successor is duly elected or appointed and
qualified.



     2.6 Closing. The Contemplated Transactions shall be consummated at a closing (the
“Closing”) to be held at the offices of Holme Roberts & Owen LLP, 1700 Lincoln Street,
Suite 4100, Denver, Colorado, at 10:00 a.m. Denver, Colorado, time, subject to, and as soon as
practicable after the satisfaction or waiver of, the conditions set forth in Sections 8.1,
8.2, 8.3, 8.4 and 8.5, or on such other date or at such other
location as the Company and Parent mutually agree. The date and time that the Closing actually
occurs is referred to herein as the “Closing Date.” All proceedings to be taken and all
documents to be executed and delivered by all parties at the Closing will be deemed to have been
taken and executed simultaneously and no proceedings will be deemed to have been taken nor
documents executed or delivered until all have been taken executed and delivered.



ARTICLE III

MERGER CONSIDERATION; SHARE EXCHANGE




     3.1 Merger Consideration. The aggregate consideration to be paid by Parent to the
Company for the Merger and the other Contemplated Transactions (the “Merger
Consideration”), including for the cancellation and payment of the Company Stock Options and
Company Warrants in accordance with Section 3.4(d), shall be: (a) the Closing Merger
Consideration; plus (b) the Additional Merger Consideration, if any; minus (c) the Working Capital
Adjustment Amount, if any. Subject to Sections 3.6 and 10.7, the Merger
Consideration shall not be subject to any other adjustment.



     3.2 Closing Merger Consideration.




     (a) The aggregate consideration to be paid or delivered by Parent at the Closing (the
“Closing Merger Consideration”) shall be:




     (i) Net Cash Closing Payment; and




     (ii) a promissory note, in substantially the form attached hereto as
Exhibit D (the “Promissory Note”), with a principal amount of $5,500,000, subject
to reduction of the principal amount of the Promissory Note to $4,750,000 pursuant to
Section 7.25(c), and with Parent, as maker, and Equityholder Representative,
as holder, which Promissory Note shall be subject to the set-off rights specified in
Section 10.6.



-3-









 






     (b) Subject to this Article III, the following consideration (the “Net Cash
Closing Payment”) shall be delivered by Parent to the Paying Agent for distribution to the
Equityholders in accordance with Section 3.3(a) and a Paying Agent Agreement in a
customary form reasonably acceptable to the Parties (the “Paying Agent Agreement”) and
shall be:




     (i) a dollar amount equal to $110,000,000 (the “Gross Cash Consideration”),
minus




     (ii) the sum of the following (the “Closing Deductions”):




     (A) the Closing Indebtedness Payoff Amount (determined after the Company’s
bank sweeps and applies all cash on hand except cash required to cover
outstanding checks and any USC Distributions) which shall be delivered by Parent
(on behalf of the Company) in immediately available funds for deposit in
accounts designated in writing by the Company (such designation to occur no less
than five Business Days prior to the Closing); plus




     (B) amounts due under the Company’s Employee Retention Bonus Plan adopted
on May 1, 2010 and amended on June 23, 2010, a true and complete copy of which
has been provided to Parent by Gita Ramachandran, a Representative of the
Company (the “Company Employee Retention Plan”), which shall be
deposited in the Company’s payroll account and processed for payment by Paychex,
Inc., Rochester, New York, for distribution to the participants in the Company
Employee Retention Plan; plus




     (C) the employer portion of any employment taxes due (including Social
Security and Medicare) with respect to payments under the Company Employee
Retention Plan and with respect to payments due Optionholders pursuant to
Section 3.4(d)(i); plus




     (D) the unpaid Company Transaction Expenses, which shall be delivered by
Parent (on behalf of the Company) in immediately available funds for deposit in
accounts designated in writing by the Company (such designation to occur no less
than two Business Days prior to the Closing); plus




     (E) the amount owing under the Assumed Capital Leases as of the Closing
Date (the “Assumed Capital Lease Amount”): plus




     (F) the Working Capital Reserve Amount, which shall be delivered by Parent
in immediately available funds for deposit in an account designated by
Equityholder Representative (such designation to occur no less than five
Business Days prior to the Closing).



     3.3 Net Cash Closing Payment and Post-Closing Payments.




     (a) At Closing, the Net Cash Closing Payment shall be delivered by Parent to the Paying
Agent by wire transfer of immediately available funds, for deposit in a segregated







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account established in accordance with the Paying Agent Agreement (the “Exchange Fund”)
for distribution to the Equityholders pursuant to the Company Charter (as reflected in the
Allocation Schedule and subject, in each case, to the procedures set forth in Section 3.5)
as follows:





     (i) for the Series A Preference Amount to be distributed to the Series A Stockholders in
accordance with their respective Series A Preference Proportionate Share;




     (ii) for the Series B Preference Amount to be distributed to the Series B Stockholders in
accordance with their respective Series B Preference Proportionate Share;




     (iii) for the Series C Preference Amount to be distributed to the Series C Stockholders in
accordance with their respective Series C Preference Proportionate Share;




     (iv) for the Series D Preference Amount to be distributed to the Series D Stockholders in
accordance with their respective Series D Preference Proportionate Share;




     (v) for the Series E Preference Amount to be distributed to the Series E Stockholders and
the Series E Warrantholders (net of the amounts contemplated in Section 3.4(d)(ii)) in
accordance with their respective Series E Preference Proportionate Share;




     (vi) for the Series F Preference Amount to be distributed to the Series F Stockholders in
accordance with their respective Series F Preference Proportionate Share; and




     (vii) for the amount of the Net Cash Closing Payment in excess of the Total Preference
Amount set forth in clauses (i)-(vi) (such amount the “Net Common Distribution”) to be
distributed to all of the Equityholders in accordance with their respective Fully Diluted
Proportionate Share; provided, however, that any portion of the Net Common
Distribution payable to an Optionholder or Warrantholder shall be net of the amounts
contemplated by Section 3.4(d).




     (b) In addition to any portion of Net Cash Closing Payment to which any Equityholder may be
entitled pursuant to Section 3.3(a) each Equityholder shall be entitled to its Fully
Diluted Proportionate Share of the following (the “Additional Merger Consideration”): (i)
the unused portion of the Working Capital Reserve Amount, if any, (ii) the proceeds from an
indemnification claim pursuant to Section 10.3 if any, and (iii) payments pursuant to the
Promissory Note after any set-offs pursuant to Section 10.6; provided, that upon
payment in full by Parent to Paying Agent of all amounts due under the Promissory Note in
accordance with the terms thereof, Parent shall have no further liability or obligation whatsoever
to any Equityholder or the Equityholder Representative under the Promissory Note.




     (c) With respect to any component of the Merger Consideration Parent shall only be
responsible for delivery of such component of the Merger Consideration to the Paying Agent or
Equityholder Representative, as applicable, in the manner set forth in this



-5-









 







Agreement and, once delivered in accordance with this Agreement, Parent
shall have no further liability to any Equityholder with respect to the
delivery of such component of the Merger Consideration.



     3.4 Conversion. At the Effective Time, by virtue of the Merger and
without any action on the part of any Equityholder or any capital stock of Merger Sub:




     (a) Subject to this Article III:




     (i) Each share of Company Preferred Stock issued and outstanding
immediately prior to the Effective Time (other than shares to be
cancelled in accordance with Section 3.4(b)), shall be
cancelled and converted into the right to receive an amount of cash
(without interest) determined in accordance with Section 3.3,
payable upon the surrender of the Certificates.




     (ii) Each share of Company Common Stock (which, for the avoidance
of doubt shall include the number of shares of Company Common Stock
into which each share of Company Preferred Stock is convertible) issued
and outstanding immediately prior to the Effective Time (other than
shares to be cancelled in accordance with Section 3.4(b)) shall
be cancelled and converted into the right to receive an amount of cash
(without interest) determined in accordance with Section 3.3,
payable upon the surrender of the Certificates.



          All such shares of Company Capital Stock, when so converted, shall no longer be
outstanding and shall automatically be cancelled and retired and shall cease to
exist, and each holder of a Certificate representing any such shares shall cease to
have any rights with respect thereto, except the right to receive the relevant
portion of the Merger Consideration pursuant to this Article III.




     (b) Cancellation of Treasury Stock. All shares of Company
Capital Stock that are held by the Company as treasury shares shall be
cancelled and retired and cease to exist, and no consideration shall be
delivered in exchange therefor.




     (c) Capital Stock of Merger Sub. Each share of common stock, par
value $0.001 per share, of Merger Sub issued and outstanding immediately
prior to the Effective Time shall be converted into and become one validly
issued, fully paid and nonassessable share of common stock, par value $0.001
per share, of the Surviving Corporation.




     (d) Company Stock
Options and Company Warrants.




     (i) Company Stock Options.




     (A) At Closing, without any further action on the part of the
Company, each Company Stock Option that is unexpired, unexercised
and outstanding immediately prior to the Effective Time, whether
vested or unvested, shall be cancelled and terminated, and all
vested Company Stock Options (whether vested prior to the
Effective Time or vesting by reason of the Contemplated
Transactions) shall be converted into the right to receive,
subject to Section 3.5(b)(i), the amount specified on the
Allocation Schedule which shall be equal to (A) such
Optionholder’s Fully Diluted Proportionate Share of the Net
Common Distribution less (B) the amount of the aggregate exercise
price for all the Company Stock Options held by such Optionholder
(such aggregate amount,



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the “Exercise Payment Amount”) less (C) all applicable withholding Taxes. The
aggregate amount of all Taxes withheld from the Optionholders’ Net Common Distribution
shall be delivered to the Company (or its designee) at Closing by wire transfer of
immediately available funds to be remitted to the appropriate Tax Authority by the
Surviving Corporation.




     (B) In addition, at any time prior to Closing, any Company Stock Option not otherwise
subject to an Option Cancellation may be exercised in accordance with the terms of the
applicable option agreement and the Company Option Plan governing the terms of the Company
Stock Options by payment of the cash that constitutes the exercise price therefor to the
Company in which event such Person shall become a holder of Company Common Stock and shall
be entitled to receive consideration as set forth in Section 3.3.




     (ii) Series E Warrants. At Closing, without any further action on the part of the
Company and conditioned upon the delivery by each Series E Warrantholder of the applicable Warrant
Cancellation, all outstanding Series E Warrants shall be cancelled and converted into the right to
receive, subject to Section 3.5(b)(ii), the amount specified on the Allocation Schedule
which shall be equal to (A) such Series E Warrantholder’s Series E Preference Proportionate Share
of the Series E Preference Amount less (B) the amount of the aggregate exercise price for all the
Series E Warrants held by such Series E Warrantholder multiplied by the number of Series E
Warrants held by such Series E Warrantholder.




     (iii) Common Warrants. At Closing, without any further action on the part of the
Company and conditioned upon the delivery by each Common Warrantholder of the applicable Warrant
Cancellation, all outstanding Common Warrants shall be cancelled and converted into the right to
receive, subject to Section 3.5(b)(iii), the amount specified on the Allocation Schedule
which shall be equal to (A) such Common Warrantholder’s Common Proportionate Share of the Net
Common Distribution less (B) the amount of the aggregate exercise price for all the Common
Warrants held by such Common Warrantholder multiplied by the number of Common Warrants held by
such Common Warrantholder.




     (e) Appraisal Rights.




     (i) Notwithstanding anything to the contrary contained in this Agreement, any share of the
Company Capital Stock that, as of the Effective Time, is held by a holder who has, as of the
Effective Time, preserved such holder’s appraisal rights under Section 262 of the DGCL with respect
to such share shall not be converted into or represent the right to receive the Merger
Consideration related to such share, and the holder of such share shall be entitled only to such
rights as may be granted to such holder pursuant to Section 262 of the DGCL with respect to such
share; provided, however, that if such appraisal rights shall not be perfected or
the holder of such share shall otherwise lose such holder’s appraisal rights with respect to such
share, then, as of the later of (A) the Effective Time, or (B) the time of the failure to perfect
such rights, or (C) the loss of such rights, such share shall automatically be converted into and
shall represent only the right to receive (upon the surrender of the certificate representing such
share) the Merger Consideration related to such share.



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     (ii) The Company shall give Parent (A) prompt notice of any written demand received by
the Company prior to the Effective Time to require the Company to purchase shares of Company
Capital Stock pursuant to Section 262 of the DGCL and of any other demand, notice, or
instrument delivered to the Company prior to the Effective Time pursuant to the DGCL, and
(B) the opportunity to participate in all negotiations and proceedings with respect to any
such demand, notice, or instrument. The Company shall not make any payment or settlement
offer prior to the Effective Time with respect to any such demand unless Parent shall have
consented in writing to such payment or settlement offer (which consent shall not be
unreasonably withheld) or unless required by a order, decree, ruling, or injunction of a
court of competent jurisdiction.



     3.5 Exchange of Certificates.




     (a) Exchange Procedures for Company Capital Stock. As soon as practicable following
the date of this Agreement and in any event on or prior to the Closing Date, the Company shall
mail to each holder of record of a certificate or certificates that immediately prior to the
Effective Time represent outstanding shares of Company Capital Stock (the
“Certificates”) (A) a preferred stock letter of transmittal (the “Preferred Stock
Letter of Transmittal”) and/or a common stock letter of transmittal (the “Common Stock
Letter of Transmittal”) in substantially the forms attached hereto as Exhibit E-l
and Exhibit E-2, respectively, (B) instructions for use in effecting the surrender of
the Certificates in exchange for the Merger Consideration as set forth in Section 3.3
and (C) a Preferred Stockholder Joinder Agreement or Common Stockholder Joinder Agreement, as
applicable. Upon surrender of a Certificate for cancellation to the Company (if prior to the
Effective Time) or the Paying Agent (if after the Effective Time) together with such Letter of
Transmittal, duly executed, and such other customary documents as may be required pursuant to
such instructions, including a power of attorney in favor of Equityholder Representative, the
holder of such Certificate shall be entitled to receive in exchange therefor a check
representing the then-applicable portion of the Merger Consideration determined pursuant to
Section 3.4(a), after giving effect to any Tax withholdings or deductions required by
applicable Law, and the Certificate so surrendered shall forthwith be cancelled. In the event of
a transfer of ownership of shares of Company Capital Stock, which transfer is not registered in
the transfer records of the Company as of the Effective Time, a check representing the
then-applicable portion of the Merger Consideration determined pursuant to Section
3.4(a), after giving effect to any Tax withholdings or deductions required by applicable
Law, shall be delivered to a transferee if the Certificate evidencing such Company Capital Stock
is presented to the Company (if prior to the Effective Time) or to the Paying Agent (if after
the Effective Time), accompanied by all documents required to evidence and effect such transfer
pursuant to this Section 3.5(a) and by evidence that any applicable stock transfer Taxes
have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective
Time, represented shares of Company Capital Stock will be deemed, from and after the Effective
Time, for all corporate purposes, to represent only the right to receive upon surrender the
then-applicable portion of the Merger Consideration, in accordance with the terms of this
Agreement.




     (b) Exchange Procedures for Company Stock Options and Company Warrants.




     (i) Company Stock Options. As soon as practicable following the date of this
Agreement and in any event on or prior to the Closing Date, the Company shall deliver to
Parent an option cancellation and release in substantially the form attached hereto as
Exhibit F (the “Option Cancellation”), executed by each holder of Company



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Stock Options. The Paying Agent Agreement shall provide that, with no further action necessary
by the Surviving Corporation or Parent, no later than one (1) Business Day following the
Closing Date, the Paying Agent shall deliver to each Optionholder the portion of the Net Common
Distribution to which such Optionholder is entitled under Section 3.4(d)(i) (and its
portion of the applicable Fully Diluted Proportionate Share of any additional amount set forth
in Section 3.3(b)).




     (ii) Series E Warrants. As soon as practicable following the date of this Agreement
and in any event on or prior to the Closing Date, the Company shall deliver to Parent a warrant
cancellation and release in substantially the form attached hereto as Exhibit G-l (the
“Horizon Warrant Cancellation”), executed by Horizon Technology Funding Company LLC for
such Series E Warrantholder’s portion of the Series E Preference Amount pursuant to Section
3.4(d)(ii). Notwithstanding any provision in this Agreement or the Paying Agent Agreement to
the contrary, only upon delivery of such holder’s Company Warrant and the properly completed
Warrant Cancellation, shall such Series E Warrantholder be entitled to receive its portion of
the Series E Preference Amount under this Agreement. Until delivery of proper documentation in
accordance with this Section 3.5(b)(ii) by such Series E Warrantholder, each Series E
Warrant held by such Series E Warrantholder shall represent only the right to receive upon
delivery of its Warrant Cancellation its portion of the Series E Preference Amount (and its
portion of the applicable Fully Diluted Proportionate Share of any additional amount set forth
in Section 3.3(b)).




     (iii) Common Warrants. As soon as practicable following the date of this Agreement
and in any event on or prior to the Closing Date, the Company shall deliver to Parent warrant
cancellations and releases in substantially the forms attached hereto as Exhibit G-2
(the “Comerica Warrant Cancellation”) and Exhibit G-3 (the
“TriplePoint Warrant Cancellation”) executed by Comerica Bank and TriplePoint Capital
LLC, respectively, for such Common Warrantholder’s portion of the Net Common Distribution
pursuant to Section 3.4(d)(iii). Notwithstanding any provision in this Agreement or the
Paying Agent Agreement to the contrary, only upon delivery of such holder’s Common Warrant and
the properly completed Warrant Cancellation, shall such Common Warrantholder be entitled to
receive its portion of the Net Common Distribution under this Agreement. Until delivery of
proper documentation in accordance with this Section 3.5(b)(iii) by such Common
Warrantholder, each Common Warrant held by such Common Warrantholder shall represent only the
right to receive upon delivery of its Warrant Cancellation its portion of the Net Common
Distribution (and its portion of the applicable Fully Diluted Proportionate Share of any
additional amount set forth in Section 3.3(b)).




     (c) Termination of Exchange Fund: No Liability. At any time following the second
anniversary of the Effective Time, Equityholder Representative shall be entitled to require the
Paying Agent to deliver to it any remaining portion of the Merger Consideration that had been made
available to the Paying Agent and that has not been disbursed to Equityholders, and thereafter
such holders shall be entitled to look only to Equityholder Representative (subject to abandoned
property, escheat, or other similar Law) with respect to the then-applicable portion of the Merger
Consideration as provided in this Agreement upon due surrender of their Certificates, without any
interest thereon. Neither Parent, Merger Sub nor the Company shall be liable to any Equityholder
for such Merger Consideration delivered to a public official pursuant to any applicable abandoned
property, escheat or other similar Law following the passage of time specified therein.



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     (d) Withholding Rights. Parent, the Company or the Paying Agent, as
applicable, shall be entitled to deduct and withhold from the consideration otherwise
payable pursuant to this Agreement to any Person who was a Equityholder immediately
prior to the Effective Time such amounts as Parent, the Company, or the Paying Agent is
required to deduct and withhold with respect to the making of such payment under the
Code, or any provision of state, local, or foreign Tax Law. To the extent that amounts
are so withheld by Parent, the Company, or the Paying Agent, such withheld amounts shall
be treated for all purposes of this Agreement as having been paid to the Equityholder in
respect of which or whom such deduction and withholding was made by Parent, the Company,
or the Paying Agent.




     (e) No Further Ownership Rights in Company Capital Stock. At the Effective
Time, the stock transfer books of the Company shall be closed and thereafter there shall
be no further registration of transfers on the stock transfer books of the Company or
the Surviving Corporation of the shares of Company Capital Stock that were outstanding
immediately prior to such time. If, after such time, Certificates are presented to the
Surviving Corporation for any reason, they shall be cancelled and exchanged as provided
in this Article III.




     (f) Lost, Stolen or Destroyed Certificates. In the event any Certificates
shall have been lost, stolen, or destroyed, the Paying Agent shall pay in exchange for
such lost, stolen or destroyed Certificates, upon the making of an affidavit of that
fact by the holder thereof, such Merger Consideration as may be required pursuant to
Section 3.4(a); provided, however, that Parent may, in its
reasonable discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen, or destroyed Certificates to deliver an agreement of
indemnification in form reasonably satisfactory to Parent, or a bond in such sum as
Parent may reasonably direct as indemnity against any claim that may be made against
Parent or the Paying Agent with respect to the Certificates alleged to have been lost,
stolen, or destroyed.




     (g) Taking of Necessary Action; Further Action. Each of Parent, Merger Sub,
and the Company will use Commercially Reasonable Efforts in order to effectuate the
Merger in accordance with this Agreement as promptly as possible. If, at any time after
the Effective Time, any such further action is necessary or desirable to carry out the
purposes of this Agreement and to vest the Surviving Corporation with full right, title,
and possession to all assets, property, rights, privileges, powers and franchises of the
Company or Merger Sub, the officers and directors of the Surviving Corporation are fully
authorized in the name of Surviving Corporation to take all such lawful and necessary
action.



     3.6 Closing Working Capital Adjustment. The consideration payable to Equityholders
shall be subject to adjustment after the Closing in accordance with this Section 3.6 and
Section 3.7.




     (a) Closing Working Capital Less Than Target. If, as of the Working
Capital Determination Date, Closing Working Capital is less than $0 (the “Working
Capital Target”), then the consideration payable by Parent under this Agreement
shall be reduced by the amount (the “Working Capital Adjustment Amount”) by
which the Working Capital Target exceeds Closing Working Capital, and, within 10
Business Days after the Working Capital Determination Date, Equityholder Representative
shall pay the amount of the Working Capital Adjustment Amount to Parent by wire
transfer of immediately available funds form the Working Capital Reserve Amount to the
account or accounts designated by Parent; provided, however, that the
Joined Equityholders shall be severally and proportionally liable



-10-









 







for, and liable as a group for 100% of any Working Capital Adjustment Amount in excess of the
Working Capital Reserve Amount.




     (b) Closing Working Capital Exceeds or Equals Target. If, as of the Working
Capital Determination Date, Closing Working Capital exceeds or is equal to the Working Capital
Target, then neither Parent nor the Equityholders shall be entitled to any amount pursuant to
this Section 3.6.



     3.7 Working Capital Adjustment Procedures.




     (a) Parent’s Working Capital Statement. As promptly as practicable, but in any
event not later than 5:00 p.m. Denver, Colorado, time on the date that is 60 days after the
Closing Date, Parent shall deliver to Equityholder Representative a consolidated balance sheet
of the Company as of immediately after the Effective Time (the “Closing Balance Sheet”)
prepared in accordance with Schedule 3.7, together with Parent’s calculation of Closing
Working Capital (“Parent’s Working Capital Statement”).




     (b) Objection Notice. Parent shall afford Equityholder Representative and its
Representatives, during normal business hours, reasonable access to Parent’s and its
Representative’s books, records, work papers, general ledger adjusting entries, supporting
documents, the Tax Returns, worksheets, notes and schedules used in preparing the Closing
Balance Sheet or Parent’s Working Capital Statement and to such electronic data, accounting and
financial systems and management and accounting personnel, as Equityholder Representative and
its Representatives reasonably request for the purpose of reviewing and analyzing the Closing
Balance Sheet and Parent’s Working Capital Statement. If Equityholder Representative objects to
any portion of the Closing Balance Sheet or Parent’s Working Capital Statement, then
Equityholder Representative may, as promptly as practicable but in any event not later than
5:00 p.m. Denver, Colorado, time on the date that is 45 days after receipt by Equityholder
Representative of the Closing Balance Sheet and Parent’s Working Capital Statement (the
“Working Capital Objection Date”), deliver a written notice (an “Objection
Notice”) to Parent. An Objection Notice shall specify: (i) those particular items or
amounts set forth in the Closing Balance Sheet or Parent’s Working Capital Statement as to
which Equityholder Representative objects; (ii) the reasons, in reasonable detail, for each
such objection together with any supporting documentation available to Equityholder
Representative and (iii) Equityholder Representative’s calculation of Closing Working Capital.
Any particular amounts or items contained in Parent’s Working Capital Statement or the Closing
Balance Sheet that are not specifically objected to by Equityholder Representative in the
Objection Notice shall be deemed accepted by Equityholder Representative and shall be final,
binding and conclusive on all Parties. If Equityholder Representative does not timely deliver
an Objection Notice, Parent’s calculation of Closing Working Capital in Parent’s Working
Capital Statement shall be deemed final, binding, and conclusive on all Parties.




     (c) Dispute Resolution.




     (i) If an Objection Notice has been timely delivered by Equityholder Representative,
Equityholder Representative and Parent shall, during the 30 days after such delivery (the
“Working Capital Negotiation Period”), negotiate in good faith to reach agreement
on the disputed items or amounts in order to determine Closing Working Capital. If, during
such period, Equityholder Representative and Parent agree as to
Closing Working Capital or any component of Closing Working Capital, then



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Equityholder Representative and Parent shall execute a written acknowledgement of such amount and
Closing Working Capital or such component so agreed upon shall be deemed final, binding, and
conclusive.




     (ii) If Equityholder Representative and Parent are unable to agree on all such items or
amounts during the Working Capital Negotiation Period, then the items or amounts that remain in
dispute shall be resolved by a firm of independent accountants having no material relationship with
any Party or any Acquired Company and reasonably acceptable to both Equityholder Representative and
Parent (the “Accounting Referee”). To the extent necessary, Equityholder Representative and
Parent shall act in good faith to promptly agree on the Accounting Referee and to execute such
engagement letters and other documents as shall be necessary to engage the Accounting Referee
within 20 days after the expiration of the Working Capital Negotiation Period.




     (iii) Parent and Equityholder Representative shall instruct the Accounting Referee in its
engagement letter or in another joint written statement that the Accounting Referee (A) shall act
as experts in accounting, and not as an arbitrator, to resolve, in accordance with Schedule
3.7, only the items or amounts specifically disputed in a timely delivered Objection Notice
that remain in dispute, and that are not deemed by this Agreement to be final, binding, and
conclusive; (B) shall adjust the Closing Balance Sheet and/or Parent’s calculation of Closing
Working Capital, if at all, to reflect the resolution of any such dispute; and (C) shall use
Commercially Reasonable Efforts to complete its work and deliver to Equityholder Representative and
Parent a written report of its decision as promptly as practicable, and in any event within 75 days
after the engagement of the Accounting Referee. Once the Accounting Referee has been engaged, if
the Accounting Referee withdraws after a challenge, dies or otherwise resigns or is removed, then
such Accounting Referee shall be replaced within 30 days thereafter by Parent and Equityholder
Representative in accordance with this Section 3.7(c) and the time periods in this
Section 3.7(c) shall be extended as necessary or appropriate.




     (iv) Each of Parent and Equityholder Representative shall promptly provide the Accounting
Referee with such work papers and other documents and information as the Accounting Referee may
request. Each Party shall have the right to deliver to the Accounting Referee (with a copy to the
other Parties) a written presentation as to its position within 30 days after the engagement of
the Accounting Referee. Within 10 days thereafter at a time and place agreed by the Parties and
the Accounting Referee (or if the Parties are unable to agree, as determined by the Accounting
Referee), each Party, with or without counsel as determined by such Party, shall have the right to
make an oral presentation of its position and to present one or more witnesses at a hearing
conducted by the Accounting Referee. The remaining procedures governing such a hearing shall be
determined by the Accounting Referee in its sole discretion, except that each Party shall have the
right to an equal amount of time to present its position. The Accounting Referee shall use
Commercially Reasonable Efforts to complete its work and deliver to Equityholder Representative
and Parent a written report of its decision as promptly as practicable, and in any event within 75
days after the engagement of the Accounting Referee. The Accounting Referee’s report shall include
a calculation of Closing Working Capital, and a line-item comparison (showing increases and
decreases) to the calculations contained in Parent’s Working Capital Statement and the Objection
Notice, together with explanations of each variance. If any dispute is submitted to the Accounting
Referee pursuant to this Section 3.7(c), Closing Working Capital, as determined by the
Accounting Referee and set forth in its report, shall be final, binding, and conclusive.



-12-









 






     (v) The fees and expenses (including any retainer) of the Accounting Referee
shall be borne 50% by Parent and 50% by Equityholder Representative (who shall be
entitled to be reimbursed from Equityholders pro rata in accordance with their
respective Fully Diluted Proportionate Share, but for which Parent shall have no
responsibility whatsoever).




     (d) Cooperation. Equityholder Representative and Parent shall, and Parent
shall cause the Acquired Companies after the Closing Date to, cause their respective
Representatives and independent accountants to cooperate and assist as requested by the
Parties and the Accounting Referee in the preparation of the Closing Balance Sheet and the
calculation of Closing Working Capital and in the conduct of the audits and reviews
referred to in this Section 3.7.




     (e) Working Capital Determination Date. The date (the “Working Capital
Determination Date”) on which the Closing Date Working Capital Amount is finally
determined pursuant to this Section 3.7 shall be deemed to be the earliest of: (i)
the Working Capital Objection Date, if Equityholder Representative has not delivered an
Objection Notice by 5:00 p.m. Denver, Colorado time on the Working Capital Objection Date,
(ii) the date of expiration of the Working Capital Negotiation Period if Parent and
Equityholder Representative have resolved all disputed amounts on or before such date and
(iii) the date on which the Accounting Referee delivers its report as to the final
determination of the Closing Date Working Capital Amount.



ARTICLE IV

[INTENTIONALLY DELETED]




ARTICLE V

REPRESENTATIONS AND WARRANTIES RELATING TO THE ACQUIRED COMPANIES




     The Company represents and warrants to Parent and the Merger Sub that, except as set forth in
the Disclosure Schedule:



     5.1 Organization and Standing.




     (a) Organization and Good Standing. The Company is a corporation that was
duly incorporated, and is validly existing and in good standing under the Laws of the
State of Delaware. Each Company Subsidiary is an Entity that was duly incorporated,
formed, or organized, and is validly existing and in good standing (if the concept of good
standing applies) under the Laws of the state of its incorporation, formation or
organization identified in Schedule 1-A.




     (b) Power and Authority; Foreign Qualification. Each Acquired Company has
full Entity power and Entity authority to own, lease or otherwise hold its assets and
properties and to carry on its business as presently conducted. Each Acquired Company is,
and at all times since its inception has been, duly qualified, authorized and in good
standing (if the concept of good standing applies) to do business as a foreign Entity in
each jurisdiction where the conduct or nature of its business or the ownership, leasing or
holding of its assets and properties makes such qualification or authorization necessary,
except for any jurisdiction(s) in which the failure to so qualify would not have a
Material Adverse Effect. Each jurisdiction where each Acquired Company is qualified or
authorized as a foreign Entity is listed in Section 5.1(b) of the Disclosure
Schedule.



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     (c) Organizational Documents. The Company has provided to Parent prior to the date
of this Agreement accurate and complete copies of (i) the Organizational Documents of each
Acquired Company, including as have been in effect from time to time since the inception of the
respective Acquired Company and (ii) the equity ownership records of each Acquired Company.




     (d) Resolutions. The Company has made available to Parent accurate and complete
copies of all resolutions adopted by the Board of Directors and Stockholders of each of the
Acquired Companies and there are no other minutes, resolutions, written consents or similar
corporate records of any of the Acquired Companies.




     (e) Assumed Names. Section 5.1(e) of the Disclosure Schedule contains an
accurate and complete list of each assumed name, trade name, and fictitious name now or ever
used by any Acquired Company in connection with the operation of its business. Each assumed
name, trade name or fictitious name contained on Section 5.1(e) of the Disclosure
Schedule has been duly registered with the appropriate Governmental Entity in each
jurisdiction in which such assumed name, trade name or fictitious name has ever been used by any
such Acquired Company.



     5.2 Equity Securities; Capitalization.





     (a) Capitalization. Section 5.2(a) of the Disclosure Schedule accurately
and completely sets forth as of the date of this Agreement and immediately (subject to 39,785
shares of Series E Stock to be issued pursuant to that certain Plain English Warrant Agreement,
dated April 13, 2004, as amended March 2005, between the Company and Triplepoint Capital L.L.C.
and any shares of Company Common Stock to be issued pursuant to options to acquire shares of
Company Common Stock under the Company Option Plan) prior to the Closing for each Acquired
Company: (i) each class and series of capital stock and other Equity Securities (other than
Company Stock Options); (ii) the aggregate number of shares of capital stock and other Equity
Securities (other than Company Stock Options) of each class and series that are authorized for
issuance; (iii) the aggregate number of issued and outstanding shares of capital stock and other
Equity Securities (other than Company Stock Options) of each such class and series and (iv) a
list of the names of each record owner of such shares of capital stock and other Equity
Securities (other than Company Stock Options), and opposite the name of each such owner, the
number, class and series of shares of capital stock and other Equity Securities (other than
Company Stock Options) owned by each such owner. In an email dated June 23, 2010 at 4:08 p.m.
(Mountain Time) from Gita Ramachandran (Representative of the Company) to Ken desGarennes
(Representative of Parent), the Company provided Parent with an accurate and complete list as of
the date of this Agreement and immediately (subject to any shares of Company Common Stock to be
issued pursuant to options to acquire shares of Company Common Stock under the Company Option
Plan) prior to Closing the names of the Optionholders, the respective number of shares of
Company Common Stock underlying such Optionholder’s Company Stock Options, the grant date, the
option agreement number, the expiration date and the applicable exercise price.




     (b) Voting Debt. There are no authorized or outstanding bonds, debentures, notes or
other Indebtedness of any Acquired Company, excluding Indebtedness to banks as set forth on the
Interim Balance Sheet, having the right to vote on or approve (or containing any provision
granting any holder thereof or other Person the right to vote on or approve), or that are
convertible into, or exchangeable for, securities having the right to vote on or



-14-









 







approve, any matter on which any holder of Company Capital Stock or other Equity Securities of the
Acquired Companies may vote on or approve (“Voting Debt”).




     (c) Subsidiaries. Except for the capital stock and other Equity Securities in the
Company Subsidiaries listed as being owned by the Company in Section 5.2(a) of the Disclosure
Schedule, the Company has no Subsidiaries and does not own, directly or indirectly, (i) any
Equity Security in any other Person or (ii) any interest in a partnership, unincorporated joint
venture or other arrangement with any other Person involving the sharing of profits or losses, or
in the nature of a partnership, joint venture or other business enterprise. The Company has good
and valid title to and beneficial ownership of the Equity Securities in the Company Subsidiaries
listed as being owned by the Company in Section 5.2(a) of the Disclosure Schedule, free and
clear of all Encumbrances, except as set forth in Section 5.2(c) of the Disclosure
Schedule. The Company has provided to Parent a true and correct copy of (w) the articles of
organization, as amended, of USC, (x) membership interest certificate (or similar document or
instrument), if any, representing the membership interests of USC owned, directly or indirectly, by
the Company, and (y) any agreement or document to which the Company or any of its Subsidiaries is a
party relating to the management or operation of USC or the rights, duties, and obligations of the
equityholders of USC, including any operating agreements, voting agreements, voting trusts, joint
venture agreements, registration rights agreements, or similar agreement. To the actual knowledge
of David G. Rusin and David N. Danchak without any investigation: (aa) the operating agreement of
USC provided to Parent accurately and completely sets forth the issued and outstanding equity
interests of USC and the holders thereof, and (bb) except as otherwise set forth in the Amended &
Restated Operating Agreement of USCarrier Telecom Holdings, LLC, dated as of October 2007 (the
“USC Operating Agreement”), there are no agreements or rights to issue additional
securities or equity interests (or rights to acquire securities or equity interests) of USC.




     (d) Options. Section 5.2(d) of the Disclosure Schedule sets forth for each
Acquired Company: (i) the number of shares of capital stock and other Equity Securities reserved
for issuance under the Company’s 2000 Stock Option and Grant Plan (the “Company Option
Plan”) and all other option or other Equity Security incentive plans; (ii) the number of issued
and outstanding options as of the date of this Agreement under the Company Option Plan and all such
option or other Equity Security incentive plans and the exercise prices and (iii) all other
options, issued and outstanding or authorized for issuance, whether or not presently convertible,
exercisable or exchangeable, and other commitments or undertakings (other than this Agreement): (A)
under which any Acquired Company or any Affiliate or owner of the Equity Securities of any Acquired
Company is or may become obligated to issue, deliver, transfer or sell or cause to be issued,
delivered, transferred or sold, any of its Equity Securities or any security exercisable for, or
convertible or exchangeable into, any Equity Securities of any Acquired Company or any Voting Debt;
(B) under which any Acquired Company or any Affiliate or owner of the Equity Securities of any
Acquired Company is or may become obligated to issue, grant, extend or enter into any such option
or other commitment or undertaking or (C) providing for the delivery of any amount or property in
connection with the Closing other than the Merger Consideration.




     (e) No Other Securities. Except for the shares of capital stock and other Equity
Securities in such numbers set forth on Section 5.2(a) of the Disclosure Schedule,
there are no shares of capital stock, other Equity Securities or debt securities of any Acquired Company of any
class or series that are issued or issuable, reserved for issuance or outstanding.



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     (f) Validity. The Company Capital Stock and all other capital stock of each
Acquired Company are duly authorized, were validly issued and, except as set forth in
Section 5.2(f) of the Disclosure Schedule, are fully paid and non-assessable. The
Company Capital Stock and all other capital stock and other Equity Securities of each Acquired
Company are not subject to, and were not issued and are not held in violation of, any purchase
option, call option, right of first refusal, preemptive right, subscription right or any similar
right under the Organizational Documents or any Contract of the applicable Acquired Company or
the owners of its Equity Securities, or any provision of applicable Law, including the DGCL.




     (g) Redemption. There are no outstanding obligations of any Acquired Company to
repurchase, redeem or otherwise acquire any capital stock or other Equity Securities, and,
except as set forth in Section 5.2(g) of the Disclosure Schedule, since the formation of
such Acquired Company, no Acquired Company has repurchased, redeemed or otherwise acquired any
capital stock or other Equity Securities, other than from repurchases from former employees in
the Ordinary Course of Business.




     (h) Allocation Schedule. The Allocation Schedule, when delivered by the Company to
Parent pursuant to Section 7.9(a), shall accurately reflect the allocation of the
Closing Merger Consideration in accordance with the Company Charter.



     5.3 Authority; Execution and Delivery; Enforceability.




     (a) Power and Authority. Each Acquired Company has full Entity power and Entity
authority to execute and deliver the Transaction Documents to which Acquired Company is or
becomes a party, to perform its obligations under such Transaction Documents, and to consummate
the Contemplated Transactions applicable to such Acquired Company.




     (b) Due Authorization. The execution and delivery by each Acquired Company of the
Transaction Documents to which such Acquired Company is or will become a party, the performance
by such Acquired Company of its obligations under such Transaction Documents, and the
consummation by such Acquired Company of the Contemplated Transactions applicable to such
Acquired Company, have been duly authorized by all necessary Entity action of such Acquired
Company, including any required board of director, stockholder, member, manager, partner and
other authorizations or approvals under the Entity Law applicable to, or the Organizational
Documents of, such Acquired Company, except Stockholder Approval (which is anticipated to occur
promptly following execution and delivery of this Agreement).




     (c) Execution and Delivery; Enforceability. Each Transaction Document to which any
Acquired Company is a party has been duly executed and delivered by such Acquired Company and
constitutes the legal, valid and binding obligation of such Acquired Company, enforceable
against such Acquired Company in accordance with its terms, subject to the Remedies Exception.
Each Transaction Document to which any Acquired Company will become a party, when executed and
delivered by such Acquired Company, will have been duly executed and delivered by such Acquired
Company, and will constitute the legal, valid and binding obligation of such Acquired Company,
enforceable against such Acquired Company in accordance with its terms, subject to the Remedies
Exception.



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     5.4 Consents and Authorizations; No Conflicts.





     (a) Governmental Authorizations. Except as set forth on Section 5.4(a) of the
Disclosure Schedule, there is no material Governmental Authorization that any Acquired
Company is required to make with, give to or obtain from, any Governmental Entity in connection
with the execution, delivery and performance of the Transaction Documents and the consummation
of the Contemplated Transactions.




     (b) Consents and Approvals. Except as set forth in Section 5.4(b) of the
Disclosure Schedule, there is no material Consent or Approval that any Acquired Company is
required to obtain in connection with the execution, delivery and performance of the Transaction
Document and the consummation of the Contemplated Transactions.




     (c) No Conflicts. Assuming that the Governmental Authorizations set forth in
Section 5.4(a) of the Disclosure Schedule and the Consents and Approvals set forth on
Section 5.4(b) of the Disclosure Schedule are made, given or obtained, as applicable,
the execution, delivery and performance of the Transaction Documents, and the consummation of
the Contemplated Transactions does not and will not, in any material respect:




     (i) contravene, conflict with, result in a violation or breach of, or give any
Governmental Entity the right to challenge any of the Contemplated Transactions or to
exercise any material remedy or obtain any material relief under, any material Law or
material Judgment that is binding on or applicable to any Acquired Company or any of its
assets and properties;




     (ii) contravene, conflict with, result in a violation of, require any of the terms,
provisions or requirements of or give any Governmental Entity the right to revoke,
withdraw, suspend, cancel, terminate or modify, any material Permit issued to or held by
any Acquired Company;




     (iii) except as set forth in Section 5.4(c)(iii) of the Disclosure Schedule,
constitute a material default or a material event of default under, or result in or give to
any Person any right of termination, cancellation, acceleration or modification under, or
any right to exercise any remedy or obtain any relief under, any of the terms or provisions
of any Material Contract to which any Acquired Company is a party;




     (iv) contravene, conflict with or result in a violation of any material provision of
the Organizational Documents of any Acquired Company; or




     (v) result in the imposition or creation of, or give any Person any right to create or
impose, any material lien or encumbrance, except for a Permitted Encumbrance, on or with
respect to any of the assets and properties of any Acquired Company.



     5.5 Financial Matters.




     (a) Financial Statements. Attached to Section 5.5(a) of the Disclosure
Schedule are complete copies of the following financial statements and reports
(collectively, the “Financial Statements”): (i) the audited comparative consolidated
balance sheet of the Company for the fiscal years ended December 31, 2007, December 31, 2008
and December 31, 2009 (the “Balance Sheet”), the related audited comparative
consolidated statement of operations, statement of stockholders’ equity (deficit) and statement
of cash



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flows of the Company for the fiscal years then ended and the notes thereto and (ii) the
unaudited consolidated balance sheet of the Company as of May 31, 2010 (the “Interim
Balance Sheet”, and the date thereof, the “Interim Balance Sheet Date”), and
the related unaudited consolidated statement of operations, and statement of cash flows
for the four month fiscal period then ended.




     (b) Presentation of Financial Statements. The Financial Statements (i) fairly
present, in all material respects, the financial position and results of operations and
cash flows as of and for the fiscal years or fiscal periods covered in such Financial
Statements, (ii) have been prepared in accordance with (A) the books and records of the
Acquired Companies and (B) GAAP (except in the case of the Interim Balance Sheet and
related statements of operations, stockholders’ equity (deficit) and cash flows for the
absence of notes and that such statements are subject to normal, year-end adjustments that
are neither individually nor in the aggregate material in amount) and (iii) except for the
proper application of changes in accounting principles required under GAAP, reflect the
consistent application of GAAP throughout the periods covered in such Financial
Statements.




     (c) Financial Books and Records. Each Acquired Company maintains in all
material respects accurate and complete books (including books of account) and records
reflecting its assets and Liabilities and maintains in all material respects proper and
adequate internal accounting controls that provide assurance that: (i) transactions are
executed with the authorization of such Acquired Company’s management; (ii) transactions
are recorded as necessary to permit preparation of the financial statements of such
Acquired Company in accordance with GAAP consistently applied, Law and otherwise in a
manner that fairly presents in all material respects the financial condition and results
of operations of such Acquired Company as of the respective dates and periods thereof and
to maintain accountability for the assets of such Acquired Company; (iii) access to the
assets of such Acquired Company is permitted only in accordance with the authorization of
such Acquired Company’s management; (iv) the reporting of the assets of such Acquired
Company is compared with existing assets at regular intervals and (v) accounts, notes and
other receivables are recorded accurately and proper and adequate procedures are
implemented to effect the collection thereof on a current and timely basis.




     (d) Solvency. Each Acquired Company has the ability to pay its Liabilities as
they come due in the Ordinary Course of Business and in accordance with the terms and
provisions of all Contracts to which any such Acquired Company is a party. The
Contemplated Transactions will not render any Acquired Company insolvent (meaning that the
sum of such Acquired Company’s debts and other probable Liabilities will not exceed the
fair value (as defined under GAAP) of such Acquired Company’s assets).



     5.6 Accounts Payable. All accounts payable of each Acquired Company have been incurred
for goods or services received by or provided to such Acquired in the Ordinary Course of Business,
and no Acquired Company has delayed or postponed the payment of accounts payable outside the
Ordinary Course of Business. Section 5.6 of the Disclosure Schedule sets forth an aging of
all accounts payable of each Acquired Company as of the Interim Balance Sheet Date.



     5.7 Indebtedness. Section 5.7 of the Disclosure Schedule sets forth, with
respect to each Acquired Company, an accurate and complete itemized list of all Indebtedness of
each Acquired Company and the amounts outstanding with respect to such Indebtedness as of the
Interim Balance Sheet Date, including any accrued and unpaid interest, fees, points, premiums,
commissions and other Liabilities arising under the Contracts with respect to such Indebtedness.



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     5.8 Guaranties, Bonds and Surety. Except as set forth in Section 5.8 of the
Disclosure Schedule, no Acquired Company is a party to or bound by, or has any Liability under,
any Contract that constitutes a guaranty or that has the economic effect of guaranteeing any
Indebtedness of any other Person. Except as set forth in Section 5.8 of the Disclosure
Schedule, there are no outstanding payment or performance bonds, letters of credit, other
surety or security arrangements, or similar Contracts issued or entered into in connection with the
business or any of the assets and properties of any Acquired Company for Remediation or otherwise.



     5.9 Derivative Instruments. No Acquired Company is a party to or bound by, or has any
Liability under, any Derivative Instrument.



     5.10 No Undisclosed Liabilities. No Acquired Company has any Liability except for the
following: (a) Liabilities reflected on the Interim Balance Sheet, (b) Liabilities incurred by such
Acquired Company since the date of the Interim Balance Sheet in the Ordinary Course of Business,
(c) the Company Transaction Expenses and (d) the Liabilities set forth in Section 5.10(d) of
the Disclosure Schedule. As of the date of this Agreement, no Acquired Company is a party to
any “off-balance sheet arrangement” as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated
by the Securities and Exchange Commission.



     5.11 Absence of Changes or Events. Since the Interim Balance Sheet Date through the
date of this Agreement, each Acquired Company has conducted its business only in the Ordinary
Course of Business and, to the Knowledge of the Company, there has occurred no change, event,
development or effect that has had a Material Adverse Effect, or that could reasonably be expected
to have or result in a Material Adverse Effect. Without limiting the generality of the foregoing,
except in the Ordinary Course of Business or as set forth on Section 5.11 of the Disclosure
Schedule, since the Interim Balance Sheet Date through the date of this Agreement:




     (a) no Acquired Company has sold, transferred, assigned, leased, subleased, licensed
or otherwise disposed of any of its assets, tangible or intangible, owned, leased or
licensed, with a value in excess of $50,000 individually or $200,000 in the aggregate,
other than in the Ordinary Course of Business;




     (b) no Acquired Company has entered into any Contract (or series of related
Contracts) (i) involving more than $200,000, or (ii) with a term greater than 60 months;




     (c) no Person (including any Acquired Company) has amended, restated, modified,
terminated, canceled or accelerated any obligation under, any Material Contract;




     (d) no Acquired Company has created, incurred or permitted to arise any Encumbrance
on any of its assets, tangible or intangible, other than Permitted Encumbrances;




     (e) no Acquired Company has made any capital expenditure (or series of related
capital expenditures) involving more than $200,000 individually or $1,500,000 in the
aggregate;




     (f) no Acquired Company has made any capital investment in, any loan to, or any
acquisition of the securities or assets of, any other Person (or series of related capital
investments, loans, and acquisitions) involving more than $50,000 individually or $200,000
in the aggregate:







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     (g) no Acquired Company has (i) issued, created, incurred, assumed or guaranteed any
Indebtedness involving more than $100,000 individually or $500,000 in the aggregate or (ii) made
any voluntary purchase, cancellation, prepayment or complete or partial discharge in advance of a
scheduled payment date with respect to any Indebtedness;




     (h) no Acquired Company has materially delayed or postponed the payment of any accounts
payable or other Liabilities;




     (i) no Acquired Company has canceled, compromised, waived or released any right or claim (or
series of related rights and claims) involving more than $200,000 individually or $500,000 in the
aggregate;




     (j) no Acquired Company has transferred, assigned, or granted any license or sublicense of
any rights under or with respect to any Intellectual Property;




     (k) no Acquired Company has declared, set aside or paid any dividend or made any distribution
with respect to its capital stock or other Equity Securities (whether in cash or in kind) or
redeemed, purchased, or otherwise acquired any of its capital stock or other Equity Securities;




     (1) no Acquired Company has experienced any material casualty, damage, destruction or loss
(whether or not covered by insurance) to any of its assets and properties in excess of $250,000;




     (m) no Acquired Company has made any loan to, or entered into any other transaction or
undertaking with any Affiliated Person, outside the Ordinary Course of Business;




     (n) no Acquired Company has (i) adopted, entered into, become bound by, or amended, modified
or terminated, any bonus, profit-sharing, incentive, severance or other Benefit Plan, any
employment-related Contract or compensation arrangement, or any collective bargaining agreement or
(ii) established or modified any (A) targets, goals, pools or similar provisions under any Benefit
Plan, employment-related Contract or other employee compensation arrangement or (B) salary ranges,
compensation increase guidelines or similar provision with respect to any Benefit Plan,
employment-related Contract or other employee compensation arrangement;




     (o) no Acquired Company has made any change in its (i) fiscal year or other fiscal reporting
periods, (ii) accounting methods or principles, except for changes in accounting principles
required by GAAP, (iii) pricing, investment, financing reporting, inventory, credit, allowance or
Tax practices or policies, or (iv) method of calculating bad debt or other reserves;




     (p) no Acquired Company has made any Tax election or taken any reporting position with
respect to Taxes, other than in accordance with past practice;




     (q) no Acquired Company has entered into any Contract (i) pursuant to which a customer pre
pays for network services or capacity or any indefeasible rights of use or capacity or
infrastructure or (ii) with respect to network infrastructure of Indefeasible rights of use of
capacity or infrastructure (any such contract, an “IRU”); and



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     (r) no Acquired Company has entered into or agreed to enter into any Contract to do
any of the foregoing.



     5.12 Receivables. All notes and accounts receivable of each Acquired Company reflected
on the Interim Balance Sheet or that have arisen since the Interim Balance Sheet Date, except such
notes and accounts receivable as have been collected after such date, are valid claims and to the
Knowledge of the Company are not subject to any defense, offset or counterclaim, subject in each
case to the reserve for bad debts reflected in the Interim Balance Sheet as adjusted for the
passage of time through the Closing Date in the Ordinary Course of Business of each such Acquired
Company. All such accounts receivable of each Acquired Company arose in the Ordinary Course of
Business from the sale of goods by such Acquired Company or the provision of services by such
Acquired Company. Section 5.12 of the Disclosure Schedule sets forth an aging of all
accounts receivable of each Acquired Company as of the Interim Balance Sheet Date.



     5.13 Network Facilities and Operations.




     (a) Section 5.13(a) of the Disclosure Schedule sets forth, for each Acquired
Company’s current operations, a complete list of network outages and customer service
credits paid for the period from May 1, 2009 to May 1, 2010.




     (b) Section 5.13(b) of the Disclosure Schedule sets forth with respect to
each Acquired Company’s network a map of such network, including the approximate sheath
route miles, approximate fiber route miles, approximate aerial route miles, approximate
underground route miles, and approximate fiber utilization percentage.




     (c) As of the date of this Agreement, the Acquired Companies’ network and collocation
facilities taken as a whole, is, in all material respects, working, functional, fit for
the purpose intended, has been maintained, subject to ordinary wear and tear, in working
condition and is without any known material defects.



     5.14 Deposits. Section 5.14 of the Disclosure Schedule describes, as of the
Interim Balance Sheet Date, all assets of any Acquired Company that constitute an unreturned
deposit, surety bond, rights under a letter of credit, collateral pledged to secure an obligation
or Liability, prepayment, prepaid expense, claim for refund or right to set off (each, a
“Deposit”), including any such Deposits in the possession or control of any lender or third
party financing source of the Company.



     5.15 Tangible Personal Property.




     (a) Owned Tangible Personal Property. Section 5.15(a) of the Disclosure
Schedule lists all fixed assets, including equipment, machinery, furniture, fixtures
and improvements, tools, supplies, spare parts, computer hardware, rolling stock,
vehicles, and other tangible assets of any kind or character (in each case, excluding
Inventory), except those assets referred to in Section 5.13 (“Tangible
Personal Property‘) that is owned by each Acquired Company as of May 31, 2010 (each,
an “Owned Tangible Personal Property”) with a current net book value in excess of
$150,000 and accurately sets forth the date of acquisition, original cost and book value
of each such item of Tangible Personal Property and, to the Knowledge of the Company,
Section 5.15(a) of the Disclosure Schedule will accurately represent in all
material respects the Tangible Personal Property owned by each Acquired Company as of the
Closing Date except for changes in the Ordinary Course of Business between the date of
this Agreement and the Closing Date.



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     (b) Leased Tangible Personal Property.




     (i) Section 5.15(b) of the Disclosure Schedule lists all Tangible Personal
Property leased by each Acquired Company as of May 31, 2010 on which such Acquired Company
pays aggregate annual rent of $50,000 or more (each a “Leased Tangible Personal
Property”), under any lease or other Contract (each, a “Tangible Personal Property
Lease”), identifying the asset, the lessor under the Tangible Personal Property Lease,
the annual payments required under the Tangible Personal Property Lease, the expiration date
of the Tangible Personal Property Lease, and whether such Tangible Personal Property Lease
is accounted for as a capital lease or operating lease or otherwise under GAAP.




     (ii) Except for the Tangible Personal Property Leases indicated as being accounted for
as a capital lease on Section 5.15(b) of the Disclosure Schedule as of May 31, 2010,
no Acquired Company is lessee under any Contract that under GAAP is required to be accounted
for as a capital lease and, to the Knowledge of the Company, Section 5.15(b) of the
Disclosure Schedule will accurately represent in all material respects the capital
leases to which any Acquired Company is a party as of the Closing Date.




     (c) Condition and Use. Each item of Owned Tangible Personal Property and each item
of Leased Tangible Personal Property set forth on Sections 5.15(a) or 5.15(b) of the
Disclosure Schedule, (i) is in the possession of the applicable Acquired Company, (ii) is
free of known material defects and is in working condition and repair (ordinary wear and tear
excepted); (iii) complies in all material respects with, and is being operated and otherwise
used in material compliance with, all Laws, (iv) is adequate and appropriate for the purposes
for which it is being used, and (v) is suitable for use in the Ordinary Course of Business.




     (d) Title. Each Acquired Company has good and valid title to all Owned Tangible
Personal Property, and a valid and enforceable leasehold or licensee interest in all Leased
Tangible Personal Property, set forth or required to be set forth with respect to such Acquired
Company on Sections 5.15(a) or 5.15(b) of the Disclosure Schedule, as applicable, in
each case free and clear of all Encumbrances, other than Permitted Encumbrances.



     5.16 Real Property.




     (a) Owned Real Property. Except as set forth in Section 5.16(a) of the
Disclosure Schedule, no Acquired Company currently holds, and has never held, fee title to
any real property.




     (b) Leased Real Property. For each Acquired Company, Section 5.16(b) of the
Disclosure Schedule lists each leasehold or subleasehold estates and other rights to use or
occupy any land, buildings, structures, improvements, fixtures, or other interests in real
property not owned in fee on which such Acquired Company pays annual rent of $75,000 or more
(“Leased Real Property”) under any lease, sublease, license, concession, or other
Contract (each, a “Real Property Lease”), and for each parcel of Leased Real Property,
sets forth the (i) street address, (ii) square footage, if applicable, (iii) term of the Real
Property Lease, (iv) name of the lessor or sublessor and (v) the monthly or annual lease
payment, as applicable. Each Acquired Company has good and valid title to its respective
leasehold estates in all Leased Real Property, in each case free and clear of all Encumbrances,
other than Permitted Encumbrances.



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     (c) Real Property Documents. The Company has delivered to Parent accurate and
complete copies of each Real Property Lease or other Contract relating to or affecting any
Leased Real Property in the possession or control of or otherwise available to any Acquired
Company.




     (d) Material Real Property. The Leased Real Property constitute all material real
property used or held for use by any Acquired Company in the operation of its business and
operations.




     (e) No Commissions. No Acquired Company has any Liability for any brokerage, sales,
leasing, listing or similar commission or fee with respect to any Leased Real Property, and no
Acquired Company is a party to any Contract of any kind or nature under which it may have any
Liability in the future for any such brokerage, sales, leasing, listing or similar commission.



     5.17 Intellectual Property.




     (a) Applications and Registrations. All Company IP Assets that are subject to an
application or registration for protection under Law, or that are material to the business of
any Acquired Company as currently conducted (whether or not subject to an application or
registration for protection under Law) are set forth on Section 5.17(a) of the Disclosure
Schedule, specifying as to all such Company IP Assets: (A) the nature of the Company IP
Asset; (B) the owner of the Company IP Asset (and, in the case that any Acquired Company is not
the owner, the nature of the rights held by any Acquired Company); and (C) the jurisdictions by
or in which such Company IP Asset has been issued or registered or in which an application for
such issuance or registration has been filed, including the respective registration or
application numbers and dates of issuance, registration or filing.




     (b) License-In Contracts. Parent has been provided with accurate and complete
copies of all License-In Contracts, all of which are set forth on Section 5.17(b) of the
Disclosure Schedule.




     (c) License-Out Contracts. Parent has been provided with accurate and complete
copies of all License-Out Contracts, all of which are set forth on Section 5.17(c) of the
Disclosure Schedule.




     (d) Title and Sufficiency. Except for the Licensed-In IP and generally commercially
available off-the-shelf software, (i) the Company and its Subsidiaries are the sole and
exclusive owner of all right, title and interest in and to the Company IP Assets free and clear
of all Encumbrances other than Permitted Encumbrances, other than the License-Out Contracts
identified in Section 5.17(c) of the Disclosure Schedule: (ii) all such Company IP
Assets are, and, to the Knowledge of the Company, will remain after the Closing, valid, fully
enforceable and in full force and effect and there have been no threats or other indications
received or known by any Acquired Company alleging that any Company IP Asset is invalid or
unenforceable and (iii) the Acquired Companies will be the sole and exclusive owner, free and
clear of all Encumbrances other than Permitted Encumbrances, of all right, title, and interest
in and to all of the Company IP Assets on the Closing, without seeking the Consent of any Person
and without payments to any Person other than as set forth in this Agreement.



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     (e) Infringement.




     (i) To the Knowledge of the Company, the Company IP Assets are not currently
infringing on or misappropriating any IP Asset of any Person and are not subject to any
pending or threatened litigation or other adverse claim of infringement or
misappropriation by any Person.




     (ii) To the Knowledge of the Company, no Person has infringed or otherwise
misappropriated or is now infringing or misappropriating any Company IP Asset.




     (iii) To the Knowledge of the Company, no Person other than the Acquired Companies
has any claim, right (whether or not currently exercisable) or interest to or in any
Company IP Asset, except licensors and licensees with respect to License-In and
License-Out Contracts. To the Knowledge of the Company, there has been no misappropriation
of the Company’s Trade Secrets or Confidential Information.




     (f) Protection. Each Acquired Company has taken reasonable measures to protect and
preserve the security, confidentiality and value of the Company IP Assets, and has taken
reasonable steps to preserve and maintain records relating to the Company IP Assets, all of
which have been made available to Parent.


5.18 Material Contracts.





     (a) Material Contracts. Section 5.18(a) of the Disclosure Schedule sets
forth as of the date of this Agreement a list (in each case, with specific reference to each
applicable subsection below that relates to such Contract) of each of the following Contracts
(other than any Permits and any Transaction Documents to which Parent is a party), to which
any Acquired Company is a party or by which any Acquired Company or any of its assets and
properties are bound (collectively, together with all Tangible Personal Property Leases, Real
Property Leases, License In Contracts, License-Out Contracts and Insurance Policies, the
“Material Contracts”):




     (i) any Contract (or series of Contracts) for the sale of goods or the provision of
services (A) the performance or term of which extends or will extend over a period of more
than 24 months, or (B) resulted in revenue or the receipt of consideration by the Acquired
Companies in the aggregate in excess of $500,000 during the fiscal year most recently
ended on or prior to the date of this Agreement;




     (ii) [INTENTIONALLY DELETED]




     (iii) any Contract relating to a sales agency or similar arrangement;




     (iv) any Contract generating more than $200,000 in annual revenue containing any (A)
exclusivity provision, stand-still provision, area of interest provision or covenant
prohibiting or limiting competition or the conduct of any business or operations; (B) “most
favored nation” provision or preferential pricing term or (C) right of first refusal, right
of first offer or other preferential right to purchase any services, assets and properties of any Acquired Company;




     (v) any Organizational Document or Contract relating to any strategic alliance, joint
venture, partnership, or similar arrangement;







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     (vi) any Contract between or among any Acquired Company, on the one hand, and any Affiliated
Person, on the other hand;




     (vii) the Real Property Leases set forth in Section 5.16(b) of the Disclosure
Schedule;




     (viii) any Contract that constitutes a bond, debenture, promissory note, credit agreement,
indenture, or that otherwise relates to Indebtedness (other than any Tangible Personal Property
Lease or any Real Property Lease);




     (ix) any Contract that constitutes a guaranty or that has the economic effect of guaranteeing
any Indebtedness or other payment or performance obligation or Liability of any other Person, in
each case in an amount of $200,000 or more;




     (x) any Contract constituting an Investment Asset or under which any Acquired Company has
made any advance, loan, extension of credit, or capital contribution to, or other investment in,
another Person (other than extensions of trade credit in the Ordinary Course of Business);




     (xi) any Contract (or series of Contracts) under which any Acquired Company has any
indemnification, defense, hold harmless, reimbursement or contribution obligation or liability
outside the Ordinary Course of Business;




     (xii) any Contract providing for (A) the assignment, sale, transfer, exchange, or other
disposition of any assets and properties owned, leased, used, or held for use by any Acquired
Company with a book value of $200,000 individually outside the Ordinary Course of Business or (B)
any merger, consolidation, or other business combination;




     (xiii) any Contract relating to the purchase, exchange, contribution, transfer or other
disposition, directly or indirectly (including by merger), of the assets or business of any third
party that involves (A) all or substantially all of the assets or business of such third party or
(B) consideration payable by the Acquired Companies of $1,000,000 or more in the aggregate
(assuming for such purpose that all contingent consideration is payable) outside the Ordinary
Course of Business;




     (xiv) any customer Contract to which any Governmental Entity (other than a school district)
is a party to or is bound;




     (xv) any union contract or collective-bargaining agreement;




     (xvi) [INTENTIONALLY DELETED]




     (xvii) any IRU entered into since January 1, 2008;




     (xviii) any Contract relating to (A) any specified or unspecified duration or term of
employment (excluding at-will employment); (B) any severance, change of control, parachute, or
similar payments or compensation; (C) any payments or other consideration payable or owing in
connection with the Contemplated Transactions or calculated based on all or any portion of the
Merger Consideration or (D) any obligation or Liability to pay or provide any salary, bonus,
deferred compensation, incentive compensation, fringe benefits or other consideration to any
Entity Representative of Acquired Company;



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     (xix) any Contract that (A) limits or restricts the ability of any Acquired
Company to (1) declare or pay dividends on, to make distributions in respect of, or to
issue, purchase, redeem, or otherwise acquire, any of its capital stock or other
Equity Securities; (2) incur Indebtedness; (3) incur or suffer to exist any
Encumbrance; (4) purchase or sell any assets and properties; (5) change the lines of
business in which it participates or engages or (6) engage in any merger,
consolidation, or other business combination or (B) requires any Acquired Company to
maintain specified financial ratios or levels of net worth or other indicia of
financial condition; and




     (xx) any Judgment or settlement arrangement, not otherwise identified in the
foregoing subsections of this Section 5.18(a), that involves or is reasonably
anticipated to involve consideration in the aggregate in excess of $500,000.




     (b) Copies. Except as set forth in Section 5.18(b) of the Disclosure
Schedule, the Company has made available to Parent accurate and complete copies of
each written Material Contract (including all amendments, modifications and supplements to
such Material Contract). Each Material Contract is in writing only.




     (c) Validity and Enforceability. All Material Contracts are valid, binding,
in full force and effect and enforceable against the applicable Acquired Company, and, to
the Knowledge of the Company, the other parties to such Material Contract, subject to the
Remedies Exception.




     (d) No Breach or Notice. Each Acquired Company has made all material payments
and performed all material obligations required to be paid or performed by such Acquired
Company under any Material Contract to which such Acquired Company is a party or bound. No
Acquired Company, or, to the Knowledge of the Company, any other Person that is a party to
any Material Contract, is in breach of or default under such Material Contract in any
material respect and, to the Knowledge of the Company, no event has occurred that (with or
without the lapse of time, the giving of notice, or both) would constitute such a breach
or default, or permit the termination, cancellation, or modification of Material Contract.
Except as set forth in Section 5.18(d) of the Disclosure Schedule, no Acquired
Company has received any notice or other communication (in writing or, to the Knowledge of
the Company, in any other manner) of any such breach or default, or the occurrence of such
an event, or that any party (other than any Acquired Company) to a Material Contract
intends to cancel, terminate or delay or suspend any performance under, any such Material
Contract.




     (e) No Other Material Contracts. To the Knowledge of the Company, there are
no Contracts that are material to the business of the Company and its Subsidiaries, taken
as a whole, other than those Material Contracts set forth in Section 5.18(a) of the
Disclosure Schedule. None of the Acquired Companies is a party to any lease to
purchase or similar Contract (any such Contract, a “LTOP”).



     5.19 Sufficiency of Assets. The accounts and notes receivable, Inventory, Investment
Assets, Deposits, Leased Real Property, Leased Tangible Personal Property, Owned Tangible Personal
Property, Company IP Assets, Material Contracts, and other assets and properties owned, leased or
licensed by each Acquired Company, are sufficient for each such Acquired Company to operate
business as operated on the date of this Agreement, in the Ordinary Course of Business.



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     5.20 Powers of Attorney. Except as set forth in Section 5.20 of the Disclosure
Schedule, there are no outstanding powers of attorney executed by or on behalf of any Acquired
Company.



     5.21 Banking. Section 5.21 of the Disclosure Schedule sets forth an accurate
and complete list of (a) the names and locations of all financial institutions at which any
Acquired Company maintains a checking account, deposit account, securities account, safety deposit
box, or other deposit or safekeeping arrangement, (b) the account numbers and other identifiers for
all such accounts and (c) the names of all Persons that are authorized to draw against any funds in
any such accounts and any special arrangements with respect to any such accounts.



     5.22 Insurance.




     (a) Insurance Policies. Section 5.22(a) of the Disclosure Schedule
sets forth as of the date of this Agreement the following information with respect to each
insurance policy, including policies providing property, directors’ and officers’,
casualty, liability, and worker’s compensation coverage, and bond and surety arrangements,
but excluding health and welfare policies (collectively, “Insurance Policies”), to
which any Acquired Company is a party; (i) the name of the insurer; (ii) the name,
address, and telephone number of the agent; (iii) the amount of coverage (including a
description of how deductibles and ceilings are calculated and operate); (iv) the type of
insurance; (v) the policy number; (vi) the period of coverage; (vii) the annual premium;
and (viii) any pending claims or Proceedings under such insurance policy.




     (b) Status of Insurance, With respect to each Insurance Policy, all premiums
due and payable under such Insurance Policy have been timely paid (other than retroactive
or retrospective premium adjustments that are not yet due). No losses or risks that may be
covered by insurance are self-insured, co-insured or insured by any Affiliate of any
Acquired Company (except with respect to customary deductibles and retainages).




     (c) Insurance Claims. Section 5.22(c) of the Disclosure Schedule is
an accurate and complete list of each Insurance Policy maintained by or the benefit of any
Acquired Company for which coverage is available for any pending or threatened Proceedings
identified on Section 5.24(a) of the Disclosure Schedule, identifying for each
such Proceeding; (i) whether any Acquired Company has provided the insurer with a notice
of a claim under the applicable policy, (ii) if notice of a claim has been delivered under
the applicable policy, whether the insurer is defending such claim or has denied coverage
or liability and (iii) whether any Acquired Company have received a reservation of rights
notice from the insurer relating to such claim. Except as provided on Section 5.22(c)
of the Disclosure Schedule, no Acquired Company has received any notice that any
insurer under any Insurance Policy is denying liability or defending a claim under a
reservation of rights provision.



     5.23 Taxes.




     (a) Filing of Tax Returns; Payment of Taxes. Each Acquired Company has
filed when due (taking into account properly obtained extensions) all Tax Returns
required to be filed under Law. All such Tax Returns were accurate, correct and complete
in all material respects, and were prepared in substantial compliance with all Laws.
Except as set forth in Section 5.23(a) of the Disclosure Schedule, no
adjustments relating to any Tax Return filed by any Acquired Company have been proposed
formally or informally in writing by any Governmental Entity. All Taxes due and owing by
any Acquired Company (whether or not



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shown on any Tax Return) have been paid or accrued for on the Interim Balance Sheet. Except as set
forth in Section 5.23(a) of the Disclosure Schedule, no Acquired Company is currently the
beneficiary of any extension of time within which to file any Tax Return. Except as set forth in
Section 5.23(a) of the Disclosure Schedule, no written claim has ever been made by a
Governmental Entity in a jurisdiction where any Acquired Company does not file Tax Returns that it
is or may be subject to taxation by that jurisdiction. There are no Encumbrances for Taxes (other
than Taxes not yet due and payable) upon any of the assets and property of any Acquired Company.




     (b) Employment Taxes. Each Acquired Company has (i) withheld or collected all amounts
required to have been withheld or collected in connection with any amounts paid or owing to any
employees, agents, contractors, creditors, or third parties; (ii) remitted such amounts to the
proper authorities and (iii) paid all employer contributions and premiums required under applicable
Law.




     (c) Deficiencies; Audits and Reviews. Except as set forth in Section 5.23(a) of
the Disclosure Schedule, no outstanding deficiency or adjustment in respect of Taxes has been
proposed, asserted or assessed in writing by any Tax Authority against or with respect to the
Acquired Companies. Except as set forth in Section 5.23(c) of the Disclosure Schedule, to
the Knowledge of the Company, no Tax audits or administrative or judicial Tax proceedings in any
jurisdiction arc pending or being conducted with respect to any Acquired Company, and no Acquired
Company has received from any Tax Authority in any jurisdiction (including jurisdictions where the
Company has not filed Tax Returns) any pending written (i) notice indicating an intent to open an
audit or other review; (ii) request for information related to Tax matters or (iii) notice of
deficiency or proposed adjustment for any amount of Tax proposed, asserted or assessed by any Tax
Authority against any Acquired Company.




     (d) Tax Returns. Section 5.23(d) of the Disclosure Schedule lists (i) all
federal, state, local and foreign income Tax Returns, and all other Tax Returns, filed with respect
to any Acquired Company for periods beginning as January 1, 2007 and indicates those Tax Returns
that have been audited and (ii) all refund claims filed with respect to Taxes or Tax Returns of the
Company and its Subsidiaries. Parent has been provided accurate and complete copies of all federal
income Tax Returns, examination reports and statements of deficiencies assessed against or agreed
to by any Acquired Company filed or received for periods beginning as of January 1, 2006.




     (e) Statutes of Limitation. Except as set forth in Section 5.23(e) of the
Disclosure Schedule, no Acquired Company has waived any statute of limitations in respect of
Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. Except as
set forth in Section 5.23(e) of the Disclosure Schedule, there are no outstanding rulings
of, or requests for rulings by, any Tax Authority that are addressed to any Acquired Company.




     (f) [INTENTIONALLY DELETED]




     (g) Reserves. To the Knowledge of the Company, the unpaid Taxes of the Acquired
Companies (i) did not, as of the Interim Balance Sheet Date, exceed the reserve for Tax Liability
(not including any reserve for deferred Taxes established to reflect timing differences between
book and Tax income) set forth on the face of the Interim Balance Sheet (rather than in any notes
thereto) and (ii) do not exceed that reserve as adjusted for the



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passage of time through the Closing Date in accordance with the past custom and practice of the
Company and its Subsidiaries in filing their Tax Returns and in accordance with Law. Since the
date of the Interim Balance Sheet, no Acquired Company has incurred any Liability for Taxes
arising from extraordinary gains or losses, as that term is used in GAAP, outside the Ordinary
Course of Business.




     (h) Liability for Taxes of Others. No Acquired Company is a party to or bound by
any Tax allocation Contract, Tax sharing Contract or any other Contract under which any
Acquired Company is responsible for any Taxes of any other Person. No Acquired Company (i) has
been a member of an Affiliated Group filing a consolidated federal income Tax Return (other
than a group the common parent of which was the Company) or (ii) has any Liability for the
Taxes of any Person (other than the Acquired Companies) under Treasury Regulations § 1.1502-6
(or any similar provision of state, local, or foreign Law), as a transferee or successor, by
Contract or otherwise.




     (i) Additional Tax Matters.




     (i) No Acquired Company will be required to include any item of income in, or exclude
any item of deduction from, Taxable income for any Taxable period (or portion thereof)
ending after the Closing Date as a result of any: (A) change in method of accounting for a
Taxable period ending on or before the Closing Date; (B) “closing agreement” as described
in Code § 7121 (or any corresponding or similar provision of foreign, state, or local
income Tax Law) executed on or before the Closing Date; (C) intercompany transactions or
any excess loss account described in the Treasury Regulations under Code § 1502 (or any
corresponding or similar provision of state, local, or foreign income Tax Law); (D)
installment sale or open transaction disposition made on or before the Closing Date; (E)
prepaid amount received or otherwise reported as income for financial purposes on or before
the Closing Date or (F) a transaction between or among any Acquired Company and any
Affiliate thereof.




     (ii) No Acquired Company is or has been a United States real property holding
corporation within the meaning of Code § 897(c)(2) during the applicable period specified
in Code § 897(c)(1)(A)(ii).




     (iii) Each Acquired Company has disclosed on its federal income Tax Returns all
positions taken therein that could give rise to a substantial understatement of federal
income Tax within the meaning of Code § 6662.




     (iv) No Acquired Company is a party to or a participant in any transaction that is
reportable under Treasury Regulations § 1.6011-4




     (v) No Acquired Company has distributed stock of another Person, nor has had its stock
distributed by another Person, in a transaction that was purported or intended to be
governed in whole or in part by Code §§ 355 or 361.



     5.24 Proceedings; Judgments.




     (a) Section 5.24(a) of the Disclosure Schedule sets forth, as of the date of this
Agreement an accurate and complete summary of each Proceeding pending or, to the Knowledge of
the Company threatened, against any Acquired Company or any Entity Representative of any
Acquired Company in such capacity as an Entity Representative.



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Except as set forth in Section 5.24(a) of the Disclosure Schedule, there is no
Proceeding currently pending that was initiated by any Acquired Company against any other
Person, as of the date of this Agreement. There is no Proceeding pending or, to the Knowledge
of the Company, threatened, or outstanding Judgments against or affecting, any Acquired Company
that may give rise to any legal restraint on or prohibition against the Contemplated
Transactions. The Company has made available to Parent accurate and complete copies of all
pleadings, correspondence and other documents relating to each Proceeding listed, or required
to be listed, in Section 5.24(a) of the Disclosure Schedule.




     (b) Except as set forth in Section 5.24(b) of the Disclosure Schedule, there is no
outstanding Judgment: (i) to which any Acquired Company is a party or subject and that
adversely affects any Acquired Company, or their respective assets and properties or business,
(ii) to which any Entity Representative of any Acquired Company is a party or subject and that
adversely affects any Acquired Company or (iii) that prohibits or impairs the consummation of
the Contemplated Transactions.


5.25 Benefit Plans.





     (a) Company Benefit Plans. Section 5.25(a) of the Disclosure Schedule sets
forth an accurate and complete list of each Company Benefit Plan.




     (b) Materials Provided to Parent. The Company made available to Parent, with
respect to each Company Benefit Plan: (i) an accurate and complete copy of such Company Benefit
Plan (including all amendments or modifications, including any amendments or modifications
scheduled to take effect in the future), or, if such Company Benefit Plan is not in writing, a
written synopsis thereof; (ii) an accurate and complete copy of each Contract (including any
trust agreement, funding agreement, service provider agreement, insurance agreement, investment
management agreement, or recordkeeping agreement) relating to such Company Benefit Plan; (iii)
an accurate and complete copy of any description, summary, notification, prospectus, report, or
other document that has been furnished to any employee of any Acquired Company with respect to
such Company Benefit Plan; (iv) an accurate and complete copy of any form, report, registration
statement, or other document that has been filed with or submitted to any Governmental Entity
with respect to such Company Benefit Plan, including Form 5500 with all attachments for the last
three plan years with respect to each such Company Benefit Plan; and (v) an accurate and
complete copy of any determination letter, compliance statement, notice, or other document that
has been submitted to any Governmental Entity, or issued by or received from any Governmental
Entity, with respect to such Company Benefit Plan, together with all materials submitted in
support of any pending determination letter or compliance statement.




     (c) Tax Qualification Status. Each Company Benefit Plan intended to qualify under
Code § 401(a) is either (i) the subject of a favorable unrevoked determination letter issued by
the Internal Revenue Service that covers all of the provisions for which an “on-cycle”
determination letter with respect to the Company Benefit Plan is available, which determination
letter may still be relied upon as to the qualified status of the Company Benefit Plan, or (ii)
documented on a prototype or volume submitter plan document that has received a favorable
opinion or notification letter that can be relied upon as to the Company Benefit Plan’s
qualification, and in either case all amendments required after the date of such determination,
opinion, or notification letter (as applicable) have been properly and timely adopted and no
circumstances have occurred that could adversely affect the tax-qualified status of any such
Company Benefit Plan.







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     (d) Welfare Benefit Plans. Except as set forth in Section 5.25(d) of the
Disclosure Schedule, no Acquired Company maintains, contributes to, or has an obligation to
contribute to, or has any Liability with respect to, any Company Benefit Plans that are “welfare
benefit plans” as defined in ERISA § 3(1) or other arrangement providing health or life insurance
or other welfare-type benefits for current or future retired or terminated directors, officers,
managers, or employees (or any beneficiary of the foregoing) of any Acquired Company, other than in
accordance with the requirements of Part 6 of Subtitle B of Title I of ERISA and Code § 4980B and
similar state Laws (collectively, “COBRA”).




     (e) Multiemployer Plans. No Acquired Company or ERISA Affiliate contributes or has
ever contributed to, has or has ever had any obligation to contribute to, or has or has ever had
any Liability (including withdrawal liability as defined in ERISA § 4201) under or with respect to,
any “multiemployer plan,” within the meaning of ERISA § 3(37).




     (f) Pension Plans. No Acquired Company or any ERISA Affiliate contributes or has ever
contributed to, has or has ever had any obligation to contribute to, or has or has ever had any
Liability under or with respect to, any plan that is or has ever been subject to the minimum
funding standards of Code § 412 or ERISA § 302.




     (g) Compliance. Each Company Benefit Plan (and each related trust, insurance Contract,
or fund) is and has at all times been maintained, funded, operated, and administered in all
material respects in accordance with its terms and the terms of any collectively bargaining
agreement, and complies in form and in operation in all respects with all Laws, including the Code
and ERISA. All required forms, reports, returns, statements and descriptions, including Form 5500
annual reports, summary annual reports, and summary plan descriptions, have been timely filed or
distributed in accordance with the applicable requirements of ERISA and the Code with respect each
such Company Benefit Plan. The requirements of COBRA have been met with respect to each such
Company Benefit Plan.




     (h) Contributions and Premiums. Each contribution, premium, or other payment
(including all employer contributions and employee salary reduction contributions) required to be
made with respect to any Company Benefit Plan has been timely and fully made in accordance with
the terms of such Company Benefit Plan, the terms of any collective-bargaining agreement, and all
Laws. The assets of each Company Benefit Plan that is funded are reported at their fair value (as
defined under GAAP) on the books and records of such Company Benefit Plan.




     (i) Governmental Liability. No Acquired Company has ever incurred any Liability to
the Internal Revenue Service or any other Governmental Entity with respect to any Company Benefit
Plan, and to the Knowledge of the Company, no event has occurred, and no condition or circumstance
exists, that may (with or without the lapse of time, the giving of notice, or both) give rise,
directly or indirectly, to any such Liability that would reasonably be expected to have a Material
Adverse Effect.




     (j) Prohibited Transactions and Fiduciaries. No “prohibited transaction,” within the
meaning of Code § 4975 or ERISA §§ 406 and 407 (and not otherwise exempt under ERISA § 408), has
occurred with respect to any Company Benefit Plan. To the Knowledge of the Company, no Acquired
Company or any Person that is or was an administrator or fiduciary of any Company Benefit Plan (or
that acts or has acted as an agent of any Acquired Company or any such administrator or fiduciary)
has engaged in any transaction or has otherwise acted or failed to act in a manner that has
subjected or may subject any Acquired



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Company to any Liability (directly or indirectly, via indemnification or otherwise) for breach of
any fiduciary duty with respect to a Company Benefit Plan, or that may, directly or indirectly,
give rise to or serve as a basis for the assertion (by any employee or by any other Person) of any
claim under, on behalf of, or with respect to, any Company Benefit Plan (other than routine claims
for benefits), that would reasonably be expected to have a Material Adverse Effect. There are no
Proceedings pending or, to the Knowledge of the Company, threatened, with respect to any Company
Benefit Plan or the assets of any Company Benefit Plan or any related trust (other than routine
claims for benefits).




     (k) Misrepresentations. To the Knowledge of the Company, no materially inaccurate or
misleading representation, statement, or other communication, or omission, has been made or
directed to any current or former employee of any Acquired Company (i) with respect to such
employee’s participation, eligibility for benefits, vesting, benefit accrual, or coverage under
any Company Benefit Plan or with respect to any other matter relating to any Company Benefit Plan
or (ii) with respect to any proposal or intention on the part of any Acquired Company to establish
or sponsor or continue to sponsor any Company Benefit Plan or to provide or make available or
continue to make available any fringe benefit or other benefit of any nature.




     (l) Classification; Foreign Services. Each individual who has received compensation
for the performance of services on behalf of any Acquired Company has been properly classified as
an employee or independent contractor in accordance with Law. No current or former employee of any
Acquired Company has performed services for any Acquired Company outside of the United States.




     (m) Contemplated Transactions. Except as set forth in Section 5.25(m) of the
Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation
of any of the Contemplated Transactions results in, or will result in, either alone or in
conjunction with any other event: (i) any payment or benefit (including any bonus, change of
control, severance or similar payment) becoming due or payable to any current or former Entity
Representative of any Acquired Company; (ii) any increase in the amount or value of any benefit or
compensation otherwise payable to any current or former Entity Representative of any Acquired
Company; (iii) the acceleration of the time of payment, vesting, or funding of any such benefit or
compensation; or (iv) any amount to fail to be deductible by reason of Code § 280G.




     (n) Changes. Each Company Benefit Plan can be amended, terminated or otherwise
discontinued on or after the Closing at any time (subject to applicable notice provisions) for any
reason in accordance with its terms, without Liability to Parent or the Company (other than
ordinary administration expenses or routine claims for benefits).




     (o) Excess and Deferred Compensation. Except as set forth in Section 5.25(o) of
the Disclosure Schedule, no Acquired Company is a party to a contract or other arrangement that
has resulted or would result, separately or in the aggregate, in the payment of (i) any “excess
parachute payment” within the meaning of Code § 280G (and any corresponding or similar provision of
state, local or foreign Tax Law) or (ii) any amount that will not be fully deductible as a result
of Code § 162(m) (and any corresponding or similar provision of state, local or foreign Tax Law).




     (p) 409A. Except as set forth in Section 5.25(p) of the Disclosure Schedule,
no Company Benefit Plan or other Contract or arrangement is or has ever been a “nonqualified



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deferred compensation plan” subject to Code § 409A. Each such Company Benefit Plan or other
Contract or arrangement that is or has ever been subject to Code § 409A has at all time
complied in form and in operation with the requirements of Code § 409A. No Option or other
right to acquire Equity Securities of any Acquired Company: (i) has or had an exercise or
purchase price that has been or may be less than the fair value of the underlying equity as of
the date such Option or other right was granted; (ii) has any feature for the deferral of
compensation other than the deferral of recognition of income until the later of exercise or
disposition of such Option or rights; or (iii) has been granted after December 31, 2004, with
respect to any class of stock that is not “service recipient stock” (within the meaning of
applicable regulations under Code § 409A).



     5.26 Employees and Labor Matters.




     (a) Employees. In an email dated June 23, 2010 at 4:08 p.m. (Mountain Time) from
Gita Ramachandran (Representative of the Company) to Ken desGarennes (Representative of Parent),
the Company provided Parent with a schedule setting forth, with respect to each employee of any
Acquired Company (including any employee who is on Leave): (i) the name, title or classification
of each employee; (ii) the annual base salary of each such employee as of May 31, 2010; (iii)
all bonuses and commissions paid to each such employee during the 2009 fiscal year of the
Company; (iv) the aggregate dollar amount of vacation time that such employee has accrued as of
May 31, 2010; and (v) the start date of such employee.




     (b) Former Employees. In an email dated June 23, 2010 at 4:08 p.m. (Mountain Time)
from Gita Ramachandran (Representative of the Company) to Ken desGarennes (Representative of
Parent), the Company provided Parent with an accurate and complete schedule which identifies, as
of the date of this Agreement, each former employee of any Acquired Company who is receiving or
is scheduled to receive (or whose spouse or other dependent is receiving or is scheduled to
receive) any benefits from any Acquired Company relating to such former employee’s employment
with any Acquired Company and a description of such benefits.




     (c) Employees, Consultants and Independent Contractors. Except as identified in
Section 5.26(c) of the Disclosure Schedule, the employment of each employee of any
Acquired Company is terminable at will by such Acquired Company, and no Acquired Company has
entered into or has any Liability or obligation under any Contract (including any oral promise,
commitment or undertaking) relating to employment or the retention of any employee, consultant,
or independent contractor, and no employee is or will be entitled to severance pay or other
benefits after termination or resignation, except as otherwise provided by Law and as otherwise
set forth in Section 5.26(c) of the Disclosure Schedule. Parent has been provided
accurate and complete copies of all Contracts with any employees, consultants and independent
contractors of any Acquired Company, and all current employee manuals and handbooks and policy
statements relating to the employment of all current employees of any Acquired Company.




     (d) Employee Status. To the Knowledge of the Company, as of the date of this
Agreement, (i) no employee of any Acquired Company intends to terminate his or her employment;
(ii) no employee of any Acquired Company has received an offer to join a business that may be
competitive with the business of any Acquired Company; and (iii) no employee of any Acquired
Company is a party to or is bound by any confidentiality agreement, noncompetition agreement or
other Contract with any Person (other than the



-33-









 







Company) that may have an adverse effect on (A) the performance by such employee of any of his or
her duties or responsibilities as an employee of any Acquired Company or (B) the business of any
Acquired Company.




     (e) Labor and Employment Practices.




     (i) Each Acquired Company has complied in all material respects with all material Laws
governing labor and employment, including material Laws involving discrimination, harassment,
wages, hours, occupational safety and health, collective bargaining, union-management
relations, employee disability, leave of absence, or immigration (“Labor and Employment
Laws”).




     (ii) There is no charge involving any Acquired Company pending as to which an Acquired
Company has received notice or other communication (in writing or, to the Knowledge of the
Company, in any other manner) or, to the Knowledge of the Company, threatened, before the Equal
Employment Opportunity Commission, the National Labor Relations Board (the “NLRB”), or any
other Governmental Entity responsible for the enforcement of Labor and Employment Laws.




     (iii) There is no Proceeding pending or, to the Knowledge of the Company, threatened, in
any forum by or on behalf of any present or former employee of any Acquired Company, any
present or former applicant for employment with any Acquired Company, or any class or classes
of the foregoing, alleging violation of any Labor and Employment Law, breach of any express or
implied contract of employment, or any tortious conduct or equitable claim arising out of or
relating to the employment relationship.




     (iv) Since January 1, 2007, except as set forth in Section 5.26(e)(iv) of the
Disclosure Schedule, no Acquired Company has received any notice or other communication (in
writing or, to the Knowledge of the Company, in any other manner) of (A) the intent of any
Governmental Entity responsible for the enforcement of Labor and Employment Laws to conduct an
investigation or other inquiry involving or affecting any Acquired Company (and, to the
Knowledge of the Company, no such investigation or other inquiry is pending) or (B) any
assertion or allegation of any violation of any Labor and Employment Law by any present or
former employee of any Acquired Company, any present or former applicant for employment of any
Acquired Company, or any class or classes of the foregoing.




     (v) Each Acquired Company is in material compliance with all federal, state and local laws
regarding immigration, including but not limited to the requirements regarding the collection
and maintenance of I-9 forms for all employees.




     (f) Unions; Collective Bargaining. No Acquired Company has entered into or is bound by
any union contract, collective-bargaining agreement, or similar Contract, or any written work rules
or practices or unwritten work rules or practices agreed to with any labor organization or other
collective bargaining representative or any employee or personnel association. Since January 1,
2007 (and, to the Company’s Knowledge at any time prior to January 1, 2007), there has not occurred
any strike, lockout, slowdown, work stoppage, picketing, labor dispute, union organizing activity
or any similar activity or dispute, and to the Knowledge of the Company no such activity or dispute
has been threatened against any Acquired Company or any employee of any Acquired Company. None of
the employees of



-34-









 







any Acquired Company are represented by any labor organization and, to the Knowledge of
the Company, there has been no attempt to organize any group or all of the employees of
any Acquired Company. No Acquired Company has received any notice or other communication
(in writing or, to the Knowledge of the Company, in any other manner) of any union
organizing petition to the NLRB affecting any Acquired Company, or of any NLRB proceeding
concerning representation of any employees of any Acquired Company, and no union claims
to represent any employees of any Acquired Company. There is no unfair labor practice
charge or complaint against any Acquired Company pending or, to the Knowledge of the
Company, threatened, before the NLRB or any state or local Governmental Entity, involving
any Acquired Company. There is no grievance arising out of any collective-bargaining
agreement or other grievance procedure involving or affecting any Acquired Company.




     (g) Terminations. In an email dated June 23, 2010 at 4:08 p.m. (Mountain
Time) from Gita Ramachandran (Representative of the Company) to Ken desGarennes
(Representative of Parent), the Company provided Parent with an accurate and complete
schedule which identifies, as of the date of this Agreement, each of the following with
respect to each present and former employee of any Acquired Company whose employment has
terminated since January 1, 2007 (including in connection with a lay off) or whose hours
of work have been reduced by more than 50%, since January 1, 2007: (i) the name of such
employee; (ii) the date of such termination or reduction in hours; (iii) the reason for
such termination or reduction in hours (including, in the case of a termination, whether
such termination was voluntary or involuntary); and (iv) the location to which such
employee was assigned. No Acquired Company has any present intention to terminate the
employment of any employee of any such Acquired Company, except in the Ordinary Course of
Business.




     (h) WARN. No Acquired Company has, within the past five years, effectuated:
(i) a “plant closing” (as defined in the WARN Act), affecting any site of employment or
one or more facilities or operating units within any site of employment or facility of
such Acquired Company or (ii) a “mass layoff’ (as defined in the WARN Act) affecting any
site of employment or facility of such Acquired Company. During the period beginning six
months prior to the date of this Agreement and ending on the Closing, there has not
occurred any lay off or other “employment loss” (as defined in the WARN Act) at any
Acquired Company.



     5.27 Compliance with Laws. Except as set forth in Section 5.27 of the Disclosure
Schedule, each Acquired Company, the conduct of its business and the ownership and use of its
assets and properties are, and have at all times been during the three-year period prior to the
date of this Agreement, in material compliance with all material Laws, except for non-compliance
that results from a change in Laws between the date of this Agreement and the Closing date that are
applicable to the Acquired Companies and that would not result in a Material Adverse Effect. Except
as set forth in Section 5.27 of the Disclosure Schedule, to the Knowledge of the Company,
no event has occurred, and no condition or circumstance exists that would (with or without the
lapse of time, the giving of notice, or both) constitute or result in a material violation by any
Acquired Company, or a failure on the part of any Acquired Company to comply with, any material
Law. Except as set forth in Section 5.27 of the Disclosure Schedule, no Acquired Company
has received (a) any written notice from any Person regarding any actual, alleged, possible, or
potential violation of, or the failure to comply with any Law during such three-year period, or (b)
to the Knowledge of the Company, notice in any manner other than written of any actual, alleged,
possible, or potential violation of, or the failure to comply with,
any  material Law during such
three-year period.







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     5.28 Privacy Provisions.




     (a) Company Privacy Policies. The Company has delivered to Parent accurate and
complete copies of all written policies and procedures maintained by any Acquired Company since
January 1, 2008 that relate to privacy and personal data protection, including any such policies
that relate to personal data from or about any Representatives, customers, suppliers, service
providers, or any other Persons (“Company Privacy Policies”).




     (b) Company Privacy Obligations. To the Knowledge of the Company, each Acquired
Company has complied in all material respects with, is not in violation of, and, except as set
forth in Section 5.28(b) of the Disclosure Schedule, has not received any written notice
of any violation with respect to, any Laws, Contracts, Company Privacy Policies or any other
commitments, obligations, or representations concerning privacy and personal data protection
(“Company Privacy Obligations”).


     5.29 Permits.





     (a) Permits Held. Section 5.29(a) of the Disclosure Schedule is an accurate
and complete list of each material Permit held by any Acquired Company as of the date of this
Agreement, accurate and complete copies of which have been delivered to Parent. Except as set
forth in Section 5.29(a) of the Disclosure Schedule, the Permits identified on
Section 5.29(a) of the Disclosure Schedule collectively constitute all material Permits
necessary to enable each Acquired Company to (i) conduct its business in the manner in which
such Acquired Company presently conducts its respective business and (ii) acquire, own, lease,
license, operate, use, sell and otherwise dispose of its assets and properties in the manner in
which such assets and properties are presently acquired, owned, leased, licensed, operated,
used, sold and otherwise disposed of. Except as set forth in Section 5.29(b) of the
Disclosure Schedule, the Permits identified on Section 5.29(a) of the Disclosure
Schedule are, in all material respects, valid and in full force and effect.




     (b) Compliance with Permits. Except as set forth in Section 5.29(b) of the
Disclosure Schedule, each Acquired Company is in material compliance with the terms and
requirements of the material Permits identified, or required to be identified, on Section
5.29(a) of the Disclosure Schedule. To the Knowledge of the Company, except as set forth in
Section 5.29(b) of the Disclosure Schedule, no event has occurred, and no condition or
circumstance exists, that constitutes or will result in (with or without the lapse of time, the
giving of notice, or both) constitute or result in: (i) a violation of, or a failure to comply
with, any material term or requirement of any such Permit or (ii) the revocation, withdrawal,
suspension, cancellation, termination or modification of any such Permit. Except as set forth in
Section 5.29(b) of the Disclosure Schedule, no Acquired Company has received any notice
(in writing or, to the Knowledge of the Company, in any other manner) from any Governmental
Entity regarding any actual or possible violation of, or failure to comply with, any term or
requirement of any Permit, or any actual or possible revocation, withdrawal, suspension,
cancellation, termination or modification of any Permit. Except as set forth in Section
5.29(b) of the Disclosure Schedule, no Governmental Entity has at any time challenged by
written notice to any Acquired Company the right of any Acquired Company to design, license,
service, implement, offer or sell any of its products or services, or to otherwise conduct its
business.




     (c) Renewals and Extensions. Except as set forth on Section 5.29(c) of the
Disclosure Schedule, all applications required to have been filed for the renewal or
extension




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of all material Permits identified on Section 5.29(a) of the Disclosure Schedule
have been timely filed with the appropriate Governmental Entity.




     (d) Communications Licenses. Each Acquired Company is an authorized legal holder
or otherwise has rights to all material Permits required by the Federal Communications
Commission (the “FCC”), any State PUC or any other Governmental Entity that regulates
telecommunications services or similar services in each jurisdiction in which such Acquired
Company is operating (collectively, “Communications Licenses”), and the Communications
Licenses constitute all of the material licenses from the FCC, the State PUCs or any other
Governmental Entity that regulates telecommunications services or similar services in each such
jurisdiction that are necessary or required for or used in the operation of the business as
presently conducted by the Acquired Companies, the absence of which would not result in any
fines, penalties, or other losses in excess of $20,000 individually or $200,000 in the aggregate
and which are obtained in the Ordinary Course of Business. Each of the Communications
Licenses listed in Section 5.29(a) of the Disclosure Schedule is valid and in full force
and effect, and not subject to any material condition, except those conditions that may be
contained within the terms of such Communications Licenses or related Laws. No action by or
before the FCC, any State PUC or any other Governmental Entity that regulates telecommunications
in each applicable jurisdiction is pending or, to the Knowledge of the Company, threatened, in
which the requested remedy is (i) the revocation, suspension, cancellation, rescission or
modification or refusal to renew any Communications Licenses, or (ii) material fines and/or
forfeitures.




     (e) Rights-of-Way. Except as set forth in Section 5.29(e) of the Disclosure
Schedule, each Acquired Company has rights to use all material Rights-of-Way required for
the operation of its network as operated on the date of this Agreement and, to the Knowledge of
the Company, all such Rights-of-Way are valid and enforceable subject to the Remedies Exception.



     5.30 Environmental Matters




     (a) Compliance with Environmental Laws. To the Knowledge of the Company, each
Acquired Company has at all times complied with, and each Acquired Company is in compliance
with, all Environmental Laws and all Permits that are or were required under any Environmental
Laws for the conduct their respective businesses and the acquisition, ownership, lease, license,
operation, use, sale, or other disposition of their respective assets and properties, except for
non-compliance that would not reasonably be expected to have a Material Adverse Effect. To the
Knowledge of the Company, no facts, events, or conditions exist that will, or would reasonably
be expected to, prevent, hinder, or limit the continued compliance by the Acquired Companies and
its Affiliates with all such Environmental Laws and Permits.




     (b) Liability. To the Knowledge of the Company, no event has occurred, or
condition or circumstance exists, that has given rise to or resulted in, any Acquired Company
having any Liabilities arising under or relating to any Environmental Laws, including any
Liability or responsibility for the Remediation of any Hazardous Substances, that could
reasonably be expected to have a Material Adverse Effect. Except as set forth in
Section 5.30(b) of the Disclosure Schedule, no Acquired Company has expressly assumed,
undertaken or provided an indemnity with respect to any such Liability of any other Person.



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     (c) Notice. No Acquired Company has received any notice (in writing or, to
the Knowledge of the Company, in any other manner) from any Governmental Entity or any
other Person, of any actual or alleged violation of, or non-compliance with, any
Environmental Laws, any Release, or any Liabilities, including any Liability or
responsibility for Remediation, arising under any Environmental Laws, in each case
relating to any such Acquired Company.



     5.31 Affiliated Persons. Except as set forth in Section 5.31 of the Disclosure
Schedule, (a) there are no outstanding Contracts between or among any Acquired Company, on the
one hand, and any of the following Persons (an “Affiliated Person”), on the other hand: (i)
any Affiliate, (ii) any Equityholder, or (iii) in the case of any natural person described in
clause (i) or (ii), any Related Party of any such natural person, other than any Transaction
Documents between or among such Acquired Company and any such Affiliated Person (collectively,
“Affiliate Transactions”); (b) no Acquired Company has any Liability to any Affiliated
Person or under any Affiliate Transaction and (c) no Affiliated Person has any Liability to any
Acquired Company or is a party to any Affiliate Transaction. All such Affiliate Transactions
contain arm’s length terms and conditions that are no more or less favorable to any such Acquired
Company or any such Affiliated Person than the terms of similar Contracts, arrangements,
understandings and transactions between or among unrelated Persons.



     5.32 Significant Relationships.




     (a) Section 5.32(a) of the Disclosure Schedule sets forth an accurate and
complete list of the top 20 customers, by dollar amount of revenue, of each Acquired
Company together with the net revenue (taking into account discounts, rebates, returns,
warranty claims, and other setoffs) generated by each such Acquired Company from sales of
products or services to such customer for the fiscal year ended December 31, 2009. As of
the date of this Agreement, and to the Knowledge of the Company as of the Closing Date, no
Acquired Company has received any notice (in writing or, to the Knowledge of the Company,
in any other manner) indicating that any customer identified, or required to be
identified, on Section 5.32(a) of the Disclosure Schedule may cease dealing with
any Acquired Company or, to the Knowledge of the Company, that revenue of the Acquired
Companies with respect to sales and the provision of services to such customer identified
in Section 5.32(a) of the Disclosure Schedule for the fiscal year that will end
December 31, 2010 or any fiscal year thereafter will constitute a material net decrease as
compared to the fiscal year ended on December 31, 2009.




     (b) Section 5.32(b) of the Disclosure Schedule is an accurate and complete
list of the top 20 vendors or suppliers, by dollar amount of expenses, of each Acquired
Company together with the amount paid to each such vendor or supplier during the fiscal
year ended December 31, 2009. As of the date of this Agreement, and to the Knowledge of
the Company as of the Closing Date, no Acquired Company has received any notice (in
writing or, to the Knowledge of the Company, in any other manner) indicating that any
supplier and/or vendor identified, or required to be identified, on Section 5.32(b) of
the Disclosure Schedule may cease dealing with, or materially and adversely change the
terms upon which it provides goods or services to, any Acquired Company.




     (c) To the actual knowledge of David G. Rusin and David N. Danchak without any
investigation: (i) USC is not in violation of any material Law, (ii) USC has all material
Permits and Consents and Approvals in order to operate its business in the Ordinary Course
of Business, (iii) USC is not party to any pending material litigation or arbitration, and
(iv) USC is not subject to any material liability, outside of the Ordinary Course of
Business, that



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could reasonably be expected to materially and adversely impact its business, taken as a
whole.



     5.33 Brokers. No Acquired Company, or any of its Affiliates, has retained any Person
to act as a broker or finder, or agreed or become obligated to pay, or taken any action that might
result in any Person claiming to be entitled to receive, any brokerage commission, finder’s fee, or
similar commission or fee in connection with any of the Contemplated Transactions.



     5.34 USC Valuation. Neither the Company, AFS nor any of their respective
Representatives have disclosed to USC or any of USC’s Representatives any information regarding the
valuation of USC or AFS’ membership units in USC.



     5.35 Full Disclosure. To the Knowledge of the Company, the representations and
warranties contained in this Article V and the Disclosure Schedule, do not contain any
untrue statement of material fact or omit to state a material fact necessary in order to make such
representations and warranties and other statements not materially misleading.



     5.36 No Other Representations or Warranties. Except for the
representations and warranties contained in this
Article V, Parent and Merger Sub
acknowledge that neither the Company nor any person on behalf of the Company makes any other
express or implied representation or warranty with respect to the Company or any of its
Subsidiaries or with respect to any other information provided to Parent or Merger Sub in
connection with the transactions contemplated by this Agreement. The Company hereby disclaims any
such representation or warranty, whether by any Acquired Company, or any of its Affiliates,
officers, directors, employees, agents or Representatives or any other person. Neither the Company
nor any other person will have or be subject to any liability or indemnification obligation to
Parent, Merger Sub or any other person resulting from the distribution to Parent or Merger Sub, or
Parent’s or Merger Sub’s use of, any such information, including any information, documents,
projections, forecasts or other material made available to Parent or Merger Sub in “data rooms”
“virtual data rooms” or management presentations in expectation of the transactions contemplated by
this Agreement, unless and then only to the extent that any such information is expressly included
in a representation or warranty set forth in this Article V or this Agreement otherwise
expressly provides for liability or indemnification with respect to such information



ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB




     Each of Parent and Merger Sub represents and warrants to the Company that:



     6.1 Organization and Standing. Parent is a limited liability company duly formed,
validly existing and in good standing under the Laws of the State of Delaware. Merger Sub is a
corporation duly formed, validly existing and in good standing under the Laws of the State of
Delaware.



     6.2 Authority; Execution and Delivery; Enforceability.




     (a) Power and Authority. Each of Parent and Merger Sub has full Entity power
and authority to execute and deliver the Transaction Documents to which Parent or Merger
Sub is or becomes a party, to perform its obligations under such Transaction Documents,
and to consummate the Contemplated Transactions.




     (b) Due Authorization. The execution and delivery by each of
Parent and Merger Sub of the Transaction Documents to which Parent or Merger Sub is or
will become a



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party, the performance by Parent and Merger Sub of its obligations under such Transaction
Documents, and the consummation by Parent and Merger Sub of the Contemplated Transactions, have
been duly authorized by all necessary Entity action of Parent and Merger Sub, including any
required member, manager, shareholder, director and other authorizations or approvals under the
Law applicable to, or the Organizational Documents of, Parent and Merger Sub.




     (c) Execution and Delivery; Enforceability. Each Transaction Document to which
Parent or Merger Sub is a party has been duly executed and delivered by Parent and Merger Sub
and constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable
against Parent and Merger Sub in accordance with its terms, subject to the Remedies Exception.
Each Transaction Document to which Parent and Merger Sub will become a party, when executed and
delivered by Parent and Merger Sub, will have been duly executed and delivered by Parent and
Merger Sub, and will constitute the legal, valid and binding obligation of Parent and Merger
Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the
Remedies Exception.



     6.3 Consents and Authorizations; No Conflicts.




     (a)
Consents and Authorizations. Schedule 6.3(a), accurately and
completely lists and summarizes the relevant requirements with respect to each material filing,
notice, waiver, Consent or Governmental Authorization that Parent and Merger Sub is or will be
required to make with, give to or obtain from, any Governmental Entity in connection with the
execution and delivery by Parent and Merger Sub of the Transaction Documents to which Parent is
a party, the performance by Parent and Merger Sub of its obligations under such Transactions
Documents, or the consummation by Parent and Merger Sub of the Contemplated
Transactions.




     (b) Consents and Approvals. Except as set forth in Schedule 6.3(a),
there is no Consent or Approval that Parent or Merger Sub is required to obtain in connection
with the execution, delivery and performance of the Transaction Documents and the consummation
of the Contemplated Transactions, the failure to obtain would reasonably be expected to have a
material adverse effect on the financial condition, results of operation, business, properties
or assets of Parent and its Subsidiaries taken as a whole.




     (c) No Conflicts. Assuming that the filings, notices, waivers, Consents and
Approvals and Governmental Authorizations set forth in
Schedule 6.3(a) are made, given
or obtained, as applicable, the execution and delivery by Parent and Merger Sub of this
Agreement and the other Transaction Documents to which Parent and Merger Sub is or will become a
party, the performance by Parent and Merger Sub of its obligations under such Transaction
Documents and the consummation by Parent and Merger Sub of the Contemplated
Transactions does not and will not in any material respect:




     (i) contravene, conflict with, result in a violation or breach of, require any filing,
notice, waiver or Governmental Authorization under or give any Governmental Entity or other
Person the right to challenge any of the Contemplated Transactions or to exercise any
material remedy or obtain any material relief under, any Law or Judgment that is binding on
or applicable to Parent or any of its assets and properties;




     (ii)
constitute a material default or material event of default under, require any
material filing, notice, waiver or Consent under, or result in or give to any Person any



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right of termination, cancellation, acceleration, or modification under, or any right
to exercise any remedy or obtain any relief under, any term or provision of any
material Contract to which Parent or Merger Sub is a party;




     (iii) contravene, conflict with, or result in a violation of any material
provision of the Organizational Documents of Parent and Merger Sub; or




     (iv) result in the imposition or creation of, or give any Person any right to
create or impose, any material lien or encumbrance, except for any Permitted
Encumbrance, on or with respect to any of the assets and properties of Parent and
Merger Sub.



     6.4 Brokers. Neither Parent nor Merger Sub has retained any Person to act as a
broker or finder, or agreed or become obligated to pay, or has taken any action that might result
in any Person claiming to be entitled to receive, any brokerage commission, finder’s fee or similar
commission or fee in connection with any of the Contemplated Transactions.



     6.5 Non-Reliance. Each of Parent and Merger Sub acknowledges that none of the Acquired
Companies, or any other Person has made any representation or warranty, express or implied, as to
the accuracy or completeness of any information regarding the Acquired Companies, or the Business
except as expressly set forth in Article V.



ARTICLE VII

COVENANTS




     7.1 Covenants Relating to Conduct of Business and Related Matters.




     (a) From the date of this Agreement to the Closing, the Company shall, and shall
cause each other Acquired Company to, conduct its business in the Ordinary Course of
Business, use its Commercially Reasonable Efforts to preserve intact its current business
organization; use its Commercially Reasonable Efforts to keep available the services of
its current Representatives and to maintain its relations and good will with its
customers, suppliers, licensors, licensees, distributors, landlords, creditors,
Representatives, and others having a business relationship with such Acquired Company,
except in each case (1) as specifically set forth in Section 7.1(a) of the Disclosure
Schedule; (2) as expressly permitted or required by the terms of this Agreement; (3)
as, but only to the extent, required by Law as reasonably determined by counsel for the
Acquired Companies and (4) except as set forth below, as approved by Parent in writing,
which approval will not be unreasonably withheld, delayed or conditioned (collectively,
“Permitted Interim Conduct”). Without limiting the generality of the foregoing,
except for Permitted Interim Conduct, the Company shall not undertake any of the following
with respect to any Acquired Company:




     (i) unless approved by Parent in writing in its sole and absolute discretion,
any amendment, restatement, or modification of any Organizational Document of any
Acquired Company;




     (ii) any creation, establishment, or adoption of any Benefit Plan, or any
amendment, restatement, supplement or modification of any Company Benefit Plan;




     (iii) unless approved by Parent in writing in its
sole and absolute discretion, and except in the Ordinary
Course of Business, any (A) grant, creation, entering into,



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amendment, modification, termination or waiver of any rights under, any employment Contract or
Contract relating to the award of any Equity Securities; (B) creation, amendment or modification of
any employment or retention terms of any Representative of any Acquired Company; (C) payment or
incurrence of any Liability for the payment of any bonus or special remuneration (including any
Taxes or gross up on account of Taxes) to any Representative of any Acquired Company, except for
the payment of amounts due under the Company Employee Bonus Plans; or (D) increase in the salaries,
wages, fringe benefits or other compensation of any Representative of any Acquired Company;




     (iv) unless approved by Parent in writing in its sole and absolute discretion, any new grant
of any stay bonus, other retention, severance or termination pay or compensation (in cash or
otherwise) to any employee of any Acquired Company, or the implementation or incurrence of any
Liability for any mandatory or minimum levels of severance for any employee of any Acquired
Company except pursuant to a Company Benefit Plan listed on Section 5.25(a) of the Disclosure
Schedule:




     (v) unless approved by Parent in writing in its sole and absolute discretion, the entering
into of any employment agreement, excluding the hiring of at-will employees in the Ordinary Course
of Business;




     (vi) except in the Ordinary Course of Business, the termination of any Representative or the
encouragement of any Representative to resign from, or cease representation of, any Acquired
Company;




     (vii) the taking of any action to amend or accelerate the vesting of any options, Equity
Securities or other incentive compensation except as contemplated by Article III;




     (viii) the incurrence or assumption of any Indebtedness for borrowed money, except in the
Ordinary Course of Business;




     (ix) any new commitment of capital expenditures in excess $250,000 individually or outside of
the Company’s hurdle rates and thresholds in effect as of June 1, 2010, other than those capital
expenditures specifically set forth in Section 7.1(a)(ix) of the Disclosure Schedule;




     (x) the payment, discharge or satisfaction of any Indebtedness or other Liability, in an
amount in excess of $100,000 individually or $1,000,000 in the aggregate, other than in the
Ordinary Course of Business;




     (xi) the termination, cancellation, compromise, waiver, or release of any right or claim (or
series of related rights or claims) against any Person involving more than $50,000 individually or
$500,000 in the aggregate, other than (A) claims covered by an Insurance Policy of any Acquired
Company or (B) the claim described in that certain Settlement Agreement and Release, dated May 14,
2010, between AFS and Donald W. Prosser;




     (xii) the issuance or Contract to issue any refunds, credits, exchanges (other than exchanges
of equipment in the Ordinary Course of Business), allowances, alterations in the terms or timing
of payment, or other concessions with customers with respect to,



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amounts collected by or Liabilities owed to any Acquired Company in excess of $50,000
individually or $500,000 in the aggregate;




     (xiii) except as required by GAAP, the revaluation or impairment of any of the assets and
properties of any Acquired Company (whether tangible or intangible), including the writing down of
the value of inventory or the writing down or writing off of any notes or accounts receivable,
other than in the Ordinary Course of Business;




     (xiv) voluntarily subject any of its assets to any Encumbrance (other than Permitted
Encumbrances) on any assets and properties, or fail to use Commercially Reasonable Efforts to
remove any such Encumbrance (other than Permitted Encumbrances);




     (xv) unless approved by Parent in writing in its sole and absolute discretion, the payment
(except for payment in accordance with the Contract set forth in Section 5.31 of the
Disclosure Schedule), loan, or advance, of any amount to, the purchase or creation of any
Investment Asset in, the sale, transfer, or lease of any assets or properties to, or the entering
into, modification, termination or waiver of any Contract between or with any Affiliated Person;




     (xvi) any split, combination or reclassification of any Equity Securities, or the repurchase,
redemption, or other acquisition, directly or indirectly, of any Equity Securities (or any options
or other rights convertible into or exchangeable or exercisable for any such Equity Securities);




     (xvii) the declaration of, setting aside for, or payment of, any dividend or the making of
any distribution with respect to any Equity Securities of any Acquired Company (whether in cash or
in kind);




     (xviii) the issuance, grant, delivery, or sale, or the authorization or proposal of the
issuance, grant, delivery, or sale of any Equity Securities or any options or other securities
convertible into or exchangeable for any such Equity Securities, or other Contracts or Liabilities
of any character obligating any Acquired Company to issue or purchase any such securities, except
upon the exercise of Company Stock Options and Warrants outstanding as of the date of this
Agreement;




     (xix) unless approved by Parent in writing in its sole and absolute discretion, the merger or
consolidation with or into any other Person, or the purchase, lease or other acquisition of a
substantial portion of the assets and properties or Equity Securities, or the business or any
division of any other Person, by any means (other than the acquisition of inventory in the
Ordinary Course of Business);




     (xx) other than the sale of inventory in the Ordinary Course of Business and subject to
clauses (xxviii) and (xxix) of this Section 7.1(a), the sale, lease,
license, or other disposition of any assets and properties that are material, individually or in
the aggregate, to any Acquired Company;




     (xxi) unless approved by Parent in writing in its sole and absolute discretion, the purchase,
sale, lease (as a lessor or lessee), license (as a licensor or licensee), or other acquisition or
disposition of any real property, except in the case of provisioning network for customers of any
Acquired Company;



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     (xxii) the termination, cancellation or modification by any Acquired Company (or failure to
use Commercially Reasonable Efforts to prevent an involuntary termination, cancellation or
modification) of any bond, letter of credit, or similar surety Contract except in the Ordinary
Course of Business, or the termination, cancellation or modification by any Acquired Company (or
failure to use Commercially Reasonable Efforts to prevent an involuntary termination,
cancellation, or modification) of any of the Insurance Policies in effect as of the date of this
Agreement;




     (xxiii) unless approved by Parent in writing in its sole and absolute discretion, the
formation of any Entity or the acquisition of any Equity Security in any Person;




     (xxiv) the commencement or settlement of any Proceeding in excess of $100,000, and with
respect to any Proceeding that is pending, or to the Knowledge of the Company, threatened, against
or affecting any Acquired Company (other than (A) claims covered by an Insurance Policy of any
Acquired Company or (B) the claim described in that certain Settlement Agreement and Release, dated
May 14, 2010, between AFS and Donald W. Prosser), the cooperation with any Person that may seek to
restrain, enjoin, prohibit, or otherwise oppose the Closing or the other Contemplated Transactions,
or the failure to cooperate in good faith with Parent in opposing and resisting any such efforts;




     (xxv) the making or change of any Tax election, the adoption or change of any accounting
method with respect to Taxes, the entering into of any closing agreement, or the settlement of any
claim or assessment with respect to any Taxes, or the consent to any extension or waiver of the
limitation period applicable to any claim or assessment with respect to Taxes;




     (xxvi) any change in any accounting policies or procedures or any elective accounting methods
under GAAP;




     (xxvii) the alteration in any material respect of its practices and policies relating to the
payment and collection, as the case may be, of accounts payable and accounts receivable, the
alteration of its accounting practices or policies in any manner, or affecting or permitting any
pre-payments under any Contracts if such pre-payments are greater than $50,000 individually or
$500,000 in the aggregate;




     (xxviii) the entering into of any customer order in which the customer pre-pays (A) for any
Acquired Company to sell, lease, license or otherwise transfer dark fiber to any Person or (B) for
the purchase or sale of any IRU or LTOP, except for (1) customer orders in an amount less than
$500,000 for any individual order or in an amount less than $2,000,000 in the aggregate and (2)
such customer orders involve less than 200 fiber miles in the aggregate (in a single transaction
or a series of related transactions); provided, however, that in each of (A) and
(B) not more than 50% of the payment shall be received pre-Closing and not less than 50% of the
payment shall be received post-Closing;




     (xxix) unless approved by Parent in writing in its sole and absolute discretion, the
modifying of any Contract pursuant to which a customer pre-pays for network services or capacity
(including IRUs, LTOPs or any other pre-paid acceleration of rights or terms under any such
Contract);



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     (xxx) the entering into of any Contract that would constitute a Material Contract,
except in the Ordinary Course of Business, or the termination, cancellation, amendment,
modification, waiver of any rights under or the breach or violation of the terms of, any
Material Contract or any material Permit issued to or held by or on behalf of any Acquired
Company;




     (xxxi) the knowing violation of, or the taking of any action that could reasonably be
expected to result in the violation of, any material Law, Judgment or Permit applicable to
or binding on any Acquired Company;




     (xxxii) the entering into of any Contract or transaction or the taking of any other
action that will or could reasonably be expected to cause or constitute a breach of any
representation or warranty made by the Company in this Agreement;




     (xxxiii) unless approved by Parent in writing in its sole and absolute discretion,
take any action, by vote at a meeting of the members of USC or by written consent of the
members of USC, in its capacity as a member of USC; provided, however,
that nothing in this Section 7.1(a)(xxxiii) shall prevent the Company from taking
any action it deems necessary to comply with Section 7.25; or




     (xxxiv) agree, commit, or offer (in writing or otherwise) to take any of the
foregoing actions.




     (b) Except as otherwise required by Law, the Company shall, and shall cause each of
the other Acquired Companies to:




     (i) confer with Parent concerning operational matters of the Acquired Companies of a
material nature and otherwise report periodically to Parent concerning the status of the
business, operations, and finances of the Acquired Companies;




     (ii) use Commercially Reasonable Efforts to maintain in full force and effect all
Company IP Assets; and




     (iii) continue to make capital expenditures in the Ordinary Course of Business
without delay.




     (c) Except as otherwise required by Law or to comply with fiduciary duties, the Company
shall cause the Company’s nominees on the board of managers of USC to not take any action or
agree, commit or offer to take any action in their capacities as managers of USC without the
prior written consent of Parent, such consent not to be unreasonably withheld, delayed or
conditioned.



     7.2 [INTENTIONALLY DELETED]



     7.3 [INTENTIONALLY DELETED]



     7.4 Access to Information; Customers and Suppliers.




     (a) The Company shall afford to Parent and its Representatives reasonable access during
normal business hours, during the period from the date of this Agreement and before the
Effective Time, to (a) all of the properties, financial records, books, Contracts,




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commitments, Tax Returns, and all other records of the Acquired Companies and (b)
other information concerning the business, properties, and personnel (subject to
restrictions imposed by Law) of the Acquired Companies as Parent may reasonably request;
provided, however, that no information or knowledge obtained in any investigation
pursuant to this Section 7.4 shall (w) amend or supplement the Disclosure
Schedule, (x) modify any representation or warranty of the Company set forth in this
Agreement or the conditions to the obligations of the parties to consummate the
Contemplated Transactions in accordance with the terms and provisions of this Agreement,
(y) limit or otherwise affect any remedies available to the party receiving such
information or knowledge, or (z) constitute an acknowledgment or admission of a breach of
this Agreement. All requests for information made pursuant to this Section 7.4
shall be directed to the executive officer or other Person designated by the Company. All
such information shall be governed by the terms of the Confidentiality Agreement.




     (b) For a period of seven (7) years following the Closing Date or such longer time
period as may be required by applicable Law, Parent shall (i) retain the Tax Returns and
related books and records of the Acquired Companies relating to periods prior to the
Closing, and (ii) upon reasonable notice, afford the Equityholders and their
Representatives reasonable access (including the right to make, at such
Equityholders expense, photocopies), during normal business hours, to such
Tax Returns and related books and records to the extent that such access is requested for
a legitimate purpose.



     7.5 No Negotiation; Acquisition Proposals. Until such time as this Agreement shall
be terminated pursuant to Section 9.1, the Company shall, and shall cause each of its
Representatives, Affiliates, and each other Acquired Company (including their respective
Representatives and Affiliates) to, refrain from, directly or indirectly, (a) soliciting,
initiating, or encouraging the submission of any Acquisition Proposal or (b) entertaining,
participating, facilitating, or responding to any inquiries or proposals from, discussing or
negotiating with, providing any nonpublic information to, or considering the merits of any
inquiries or proposals from, any Person (other than Parent) concerning any Acquisition Proposal.
If any Acquired Company receives notice of any such inquiry or Acquisition Proposal, then, within
24 hours of their receipt or awareness thereof, the Company shall notify Parent of such inquiry or
Acquisition Proposal and the terms thereof. On and after the date of this Agreement, the Company
shall, and shall cause each of its Representatives, Affiliates, and each Acquired Company
(including their respective Representatives and Affiliates) to, immediately cease and cause to be
terminated any activities, discussions, or negotiations conducted before the date of this Agreement
with any Person other than Parent with respect to any of the foregoing; cause to be returned or
destroyed all Confidential Information previously furnished by (or on behalf of) any Acquired
Company to such Person or its Representatives not later than five days following the date of this
Agreement; and not modify, waive, amend, or release any standstill, confidentiality, or similar
agreements.



     7.6 Notification; Updates to Disclosure Schedule. During the period between the date
of this Agreement and the Closing, the Company shall notify Parent in writing promptly after (and
in no event more than five Business Days after the occurrence of) the discovery by the Company of:
(a) any event, condition, fact or circumstance that occurred or existed on or before the date of
this Agreement (even if discovered after the date of this Agreement) and that caused or constitutes
an inaccuracy in or breach of any representation or warranty made by the Company in this Agreement;
(b) any event, condition, fact, or circumstance that occurs, arises, or exists after the date of
this Agreement and that would cause or constitute an inaccuracy in or breach of any representation
or warranty made by the Company in this Agreement; (c) any breach of any covenant or obligation
of the Company or Equityholder Representative; and (d) any event, condition, fact, or circumstance
that may make the timely satisfaction of any of the conditions set forth in Article VIII
impossible or reasonably unlikely. If any



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event, condition, fact, or circumstance that is required to be disclosed pursuant to this
Section 7.6 requires any change to the Disclosure Schedule, or if any such event,
condition, fact, or circumstance would require such a change assuming the Disclosure Schedule were
dated as of the date of the occurrence, existence, or discovery of such event, condition, fact, or
circumstance, then the Company shall promptly deliver to Parent an update to the Disclosure
Schedule specifying such change. No such update shall be deemed to supplement or amend any section
of the Disclosure Schedule for the purpose of (x) determining the accuracy of any representation
or warranty made by the Company in this Agreement or in any certificate delivered at Closing, (y)
reducing any indemnification obligation under Article X, or (z) determining whether any of
the conditions set forth in Article VIII have been satisfied.




     7.7 Commercially Reasonable Efforts. On the terms and subject to the conditions of
this Agreement, unless otherwise expressly provided in this Agreement, each Party shall use
Commercially Reasonable Efforts to cause the Closing to occur, including taking all reasonable
actions necessary to comply promptly with all legal requirements that may be imposed on it or any
of its Affiliates with respect to the Closing. Notwithstanding anything to the contrary in this
Agreement, the Company shall use Commercially Reasonable Efforts to obtain, on or prior to the
Effective Time, an executed Joinder Agreement, Letter of Transmittal, and Stockholder Approval from
each holder of Company Capital Stock.



     7.8 Regulatory Matters.




     (a) In furtherance and not in limitation of the terms of Section 7.7, the
Company and Parent shall promptly execute and file, or join in the execution and filing
of, any application, notification, or other document that may be necessary in order to
obtain Governmental Authorizations listed in Section 7.8(a) of the Disclosure
Schedule (the “Material Governmental Authorizations”). Each of the Company
and Parent shall use its Commercially Reasonable Efforts to obtain all such Material
Governmental Authorizations. To the extent permitted by Law, the Company and Parent shall
promptly inform the other of any material communication between any Acquired Company, or
Parent (as applicable and including their respective Representatives) and any
Governmental Entity regarding the Contemplated Transactions. If any Acquired Company,
Parent, or any of their respective Representatives or Affiliates shall receive any formal
or informal request for supplemental information or documentary material from any
Governmental Entity with respect to the Contemplated Transaction, then the Company or
Parent (as applicable) shall make, or cause to be made, as soon as reasonably
practicable, a response in compliance with such request. Each of the Company, on the one
hand, and Parent, on the other hand, shall direct, in their sole discretion, the making
of such response, but shall consider in good faith the views of the other.




     (b) Without limiting the generality or effect of Section 7.8(a), each of the
Company and Parent shall, as soon as practicable, make any initial filings required under
the HSR Act and/or the Communications Act of 1934 (“Communications Act”). To the
extent permitted by Law, the parties to this Agreement shall consult and cooperate with
one another, and consider in good faith the views of one another, in connection with any
analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and
proposals made or submitted by or on behalf of any party to this Agreement in connection
with Proceedings under or relating to the HSR Act and/or the Communications Act. Each of
the Company and Parent shall use its Commercially Reasonable Efforts to take such actions
as may be required to cause the expiration or termination of the notice periods under the
HSR Act and/or the Communications Act with respect to the Contemplated Transactions as
promptly as possible after the execution of this Agreement. The initial filing fee under
the HSR Act, if any, shall



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be borne 50% by Parent and 50% by the Company (as a Transaction Expense of the Company).




     (c) Notwithstanding the foregoing or anything to the contrary set forth in this
Section 7.8 or elsewhere in this Agreement, it is expressly understood and
agreed that (i) neither Party shall have any obligation to litigate any Proceeding that
may be brought in connection with the Contemplated Transactions and (ii) Parent shall
not be required to agree to any divestiture by Parent or any of its Affiliates, of any
Equity Securities or of any business, assets, or property, or the imposition of any
limitation on the ability of any of them to conduct their businesses or to own or
exercise control of such assets, properties, or Equity Securities.



     7.9 Pre-Closing Company Deliverables. No later than 5:00 p.m. Colorado time on the
date that is two Business Days before the Closing Date, the Company shall deliver to Parent:




     (a) the Allocation Schedule;




     (b) a detailed estimate as of the Closing of (i) the unpaid Company Transaction
Expenses; (ii) the Closing Indebtedness Payoff Amount, identifying, in each case, the
amount payable to each of the applicable payees as of the Closing Date; (iii) the Assumed
Capital Lease Amount, identifying, in each case, the amount owing to each of the
applicable payees as of the Closing Date; and (iv) all amounts payable to the Company by
any director, officer, or employee of the Company;




     (c) the deposit account and related wire transfer instructions for the Paying Agent;




     (d) a schedule summarizing the determination of the amount payable with respect to
each share of Company Capital Stock, Company Stock Option and Company Warrant;




     (e) the form of payoff letters described in Section 7.10(a) and
7.10(b);




     (f) the forms of UCC financing statement amendments (Form UCC-3) described in
Section 7.10(c); and




     (g) a certificate executed by the chief financial officer of the Company certifying
that (i) with respect to the Allocation Schedule, such Allocation Schedule is, and will
be as of the Closing, accurate, complete and in accordance with the Organizational
Documents of the Company and (ii) the pre-closing deliverables described in Section
7.9(a) and Section 7.9(b) are, and will be as of the Closing, accurate and
complete.



     7.10 Financial Matters.




     (a) On or before the Closing Date, the Company shall take all action necessary to
cause all of the Company Transaction Expenses to be paid in full. By the date and time
specified in Section 7.9, the Company shall deliver to Parent a form of payoff
letter, acceptable to Parent, from each recipient of Company Transaction Expenses, each
of which the Company shall cause to be executed and delivered to Parent on or before the
Closing Date and each of which the Company shall cause to be in full force and effect on
the Closing Date.



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     (b) On or before the Closing Date, the Company shall take all action necessary to cause all
of the Indebtedness of each Acquired Company to be paid in full. Prior to Closing, Parent and
the Company shall specify the anticipated Indebtedness of the Company. By the date and time
specified in Section 7.9, the Company shall deliver to Parent a form of payoff letter,
reasonably acceptable to Parent, from each holder of such Indebtedness of any Acquired Company,
each of which the Company shall cause to be executed and delivered to Parent on or before the
Closing Date and each of which the Company shall cause to be in full force and effect on the
Closing Date.




     (c) On or before the Closing Date, the Company shall take all action necessary to cause all
of the Encumbrances on the assets of each Acquired Company to have been released, except
Permitted Encumbrances. By the date and time specified in Section 7.9, the Company shall
deliver to Parent completed copies of UCC financing statement amendments (Form UCC-3)
terminating such Encumbrances to be filed on the Closing Date.




     (d) On or before the Closing Date, the Company shall take all action necessary to cause
each Acquired Company to have received payment in full for (i) all loans made by any Acquired
Company to any of its Representatives, Equityholders, or any of their respective Related Parties
and (ii) any other receivables owing to any Acquired Company by any of its Representatives,
Equityholders, or any of their respective Related Parties. The foregoing shall not apply to
customary advances to Entity Representatives for business travel and entertainment in the
Ordinary Course of Business.



     7.11 [INTENTIONALLY DELETED]



     7.12 280G Matters.




     (a) Promptly after the execution of this Agreement, the Company shall use commercially
reasonable efforts to obtain a waiver in a form reasonably acceptable to Parent (a “280G
Waiver”) from each Person who would otherwise be entitled to receive a “parachute payment,”
as defined in Treas. Reg. Section 1.280G-1, Q&A 2 (a “Section 280G Payment”) in
connection with the consummation of the Contemplated Transactions, pursuant to which each such
Person will agree to forfeit such Section 280G Payment if the 280G Approval is not obtained
before the Effective Time; provided, however, that such 280G Waiver shall permit the individual
to receive any such payments up to the highest aggregate level permissible without causing such
payments to be a Section 280G Payment. Promptly after the execution of a 280G Waiver by each
Person who would otherwise be entitled to receive a Section 280G Payment in connection with the
consummation of the Contemplated Transactions, the Company shall, in accordance with Code
§ 280G(5)(B), submit to Stockholders for approval in a manner reasonably satisfactory to
Parents, by such number of Stockholders as is required by the terms of Code § 280G(b)(5)(B)
(such approval, the “280G Approval”), any payments and/or benefits that may separately
or in the aggregate constitute Section 280G Payments (which determination shall be made by the
Company and shall be subject to review and approval by Parent).




     (b) Any 280G Waiver, as well as any materials to be submitted to Stockholders in connection
with the solicitation of the 280G Approval (“280G Materials”), shall be subject to
review and reasonable approval by Parent. The Company shall promptly advise Parent in writing if
at any time before the Closing, the Company obtains Knowledge of any facts that might make it
necessary or appropriate to amend or supplement the 280G Materials in order to make statements
contained or incorporated by reference therein not misleading in any



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material respect or to comply with Law. The Company shall not permit to be included in
the 280G Materials any information with respect to Parent or its Affiliates, the form and
content of which shall not have been consented to in writing by Parent before such
inclusion (which consent shall not be unreasonably withheld or delayed except as required
by Law).



     7.13 Approval of Agreement.




     (a) As soon as practicable following the execution of this Agreement, the Company
shall take all action necessary in accordance with the DGCL and the Company’s
Organizational Documents to seek to obtain the approval and adoption of: (i) this
Agreement and the Merger, (ii) the true-up and indemnification obligations of the Company
set forth in Section 3.6 and Article X, (iii) the deposit of cash in an
amount equal to the Working Capital Reserve Amount in an account designated by the
Equityholder Representative, in each case in accordance with the terms of this Agreement,
and (iv) the appointment of the Equityholder Representative in accordance with and upon
the terms and conditions set forth in this Agreement (such matters are collectively
referred to herein as the “Stockholder Approval”) by the delivery of a written
consent of stockholders executed by Stockholders holding a sufficient number of shares of
voting Company Capital Stock to adopt and approve the foregoing (the “Requisite
Stockholder Approval”). Neither the Board of Directors of the Company nor any
committee thereof shall withhold, withdraw, amend or modify, or propose to resolve to
withhold, withdraw, amend or modify in a manner adverse to Parent, the unanimous
recommendation of the Board of Directors of the Company that the Stockholders vote in
favor of the Stockholder Approval.




     (b) As soon as practicable following receipt of the Requisite Stockholder Approval,
the Company shall distribute to each Stockholder that did not execute the Stockholder
Approval an information statement (the “Information Statement”) that includes (i)
information regarding the Company, (ii) the terms of the Merger and this Agreement, and
(iii) notification that (A) the Board of Directors of the Company has unanimously approved
the Merger and this Agreement and recommended that the Merger Agreement be adopted by the
Stockholders, (B) the Requisite Stockholder Approval has been obtained, and (C) the
holders of Company Capital Stock as of the applicable record date have appraisal rights
under Section 262 of the DGCL. The Information Statement shall be subject to review and
approval by Parent, which approval shall not be unreasonably withheld or delayed. The
Company shall promptly advise Parent in writing if at any time prior to the Closing, the
Company shall obtain Knowledge of any facts that might make it necessary or appropriate to
amend or supplement the Information Statement in order to make statements contained or
incorporated by reference therein not misleading in any material respect or to comply with
applicable law. The Company shall not include in the Information Statement any information
with respect to Parent or its Affiliates, the form and content of which shall not have
been consented to in writing by Parent prior to such inclusion (which consent shall not be
unreasonably withheld, delayed or conditioned except as required by Applicable Law).



     7.14 Disposition of Company Capital Stock by Stockholders. The Company shall use its
Commercially Reasonable Efforts to ensure that, except in connection with the conversion of shares
of Company Capital Stock into Merger Consideration as contemplated by Article III, each
Stockholder shall
not sell, transfer, assign or otherwise dispose of the shares of Company Capital Stockhold by it
without
the prior written consent of Parent and shall execute and deliver to the Parent, as promptly as
reasonably
possible, the Joinder Agreement.







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     7.15 Contract Matters.




     (a) Before the Closing, the Company shall obtain all Consents and Approvals set forth in
Section 7.15(a) of the Disclosure Schedule or any supplement thereof (the “Material
Consents”), which lists the Consents and Approvals, if any, required from each Acquired
Company’s 20 largest customers (as of the Closing Date), 20 largest vendors (as of the Closing
Date), and, to the extent not covered in Section 7.8(a), leases, ROW/franchise
agreements, conduit/fiber leases for which any Acquired Company paid consideration of $100,000
or more during calendar year 2009.




     (b) On or before the Closing Date, the Company shall have caused each of the following
Contracts to be terminated in accordance with its terms:




     (i) the Fifth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated
as of May 28, 2008, by and among the Company and each of the persons listed on Schedule A
thereto; and




     (ii) the Fifth Amended and Restated Investors’ Rights Agreement, dated as of May 28,
2008, by and among the Company and the persons listed on Schedule A thereto.



     7.16 Customer, Supplier and Related Third-Party Matters.




     (a) From the date of this Agreement until the Closing, the Company shall arrange meetings
with customers, suppliers, landlords and employees of the Acquired Companies as Parent shall
reasonably request in order that Parent may confer with such Persons regarding the nature of
the Contemplated Transactions and the post-Closing integration of such Acquired Company and its
businesses into that of Parent. The Company shall have the right to participate in all meetings
and other contacts with such Persons.




     (b) None of the Acquired Companies will take any action that is designed or intended to
have the effect of discouraging any customer, supplier, licensor, licensee, distributor,
landlord, creditor, employee, agent, or Person having a business relationships with an Acquired
Company from maintaining the same business relationships with such Acquired Company after the
Closing as it maintained with such Acquired Company before the Closing.




     (c) In the event and for so long as any party or an Affiliate of any Party actively is
contesting or defending against any third-party Proceeding in connection with (i) any
Contemplated Transaction or (ii) any fact, situation, circumstance, status, condition, activity,
practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior
to the Closing Date involving any Acquired Company, each Party will cooperate with legal counsel
to such Party in the contest or defense, make available his, her, or its personnel, and provide
such testimony and access to his, her, or its books and records as shall be necessary in
connection with the contest or defense, all at the sole cost and expense of the contesting or
defending Party (unless the contesting or defending Party is entitled to indemnification for
such expenses under Article X).



     7.17 [INTENTIONALLY DELETED]



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     7.18 Expenses; Transfer Taxes. Except as otherwise specifically
provided in this Agreement, all Transaction Expenses shall be paid by the party incurring such
expense; provided, however, that:




     (a) Equityholders shall bear, in accordance with their respective Fully Diluted
Proportionate Share, all Company Transaction Expenses, whether incurred by Equityholders,
by Equityholder Representative on behalf of Equityholders, or any Acquired Company, and
whether or not paid by any Acquired Company on or before the Closing Date and the same
shall be withheld from the Merger Consideration;




     (b) Equityholders shall bear, in accordance with their respective Fully Diluted
Proportionate Share, all stock transfer Taxes, and stamp duties, incurred by
Equityholders in connection with the Contemplated Transactions and the same shall be
withheld from the Merger Consideration and paid over by the Company to the appropriate
Governmental Entity; and




     (c) Parent shall bear all Transaction Expenses incurred by Parent or Merger Sub.



     7.19 Further Assurances; Support; No Avoidance.




     (a) From time to time, as and when requested by any party, each party shall execute
and deliver, or cause to be executed and delivered, all such documents and instruments and
shall take, or cause to be taken, all such further or other actions as such other party
may reasonably deem necessary or desirable to consummate the Contemplated Transactions.




     (b) Each of the Parties agree that such party will not, through reorganization,
consolidation, merger, dissolution, or sale or other transfer of assets, or by any other
voluntary act, avoid or seek to avoid the observance or performance of any of the
covenants, stipulations, or conditions to be observed or performed in any Transaction
Document by such party.



     7.20 Public Announcements. No public statement or press release with respect to
this Agreement or the Contemplated Transactions shall be made prior to the Closing, unless
otherwise mutually agreed by the Company and Parent or required by Contract or Law. The Company and
Parent shall consult with one another before issuing any press release or making any public
statement with respect to this Agreement or the Contemplated Transactions and, except as required
by Contract or Law, will not issue nor permit any of their Representatives or Affiliates to make
any such press release or make any such public statement before such consultation and the other
Party’s prior written approval, such approval not to be unreasonably withheld.



     7.21 No Cash on Hand. Subject to Section 3.2(b)(ii)(A), at Closing, the
Company shall not have any Cash, except (a) such Cash as may be needed for payment with respect to
issued or outstanding checks at Closing; and (b) any cash attributable to dividends or
distributions by USC on its membership units to any Acquired Company (“USC Distributions”).



     7.22 D&Q Insurance.




     (a) Prior to the Effective Time, the Company shall obtain and fully pay the premium
for the extension of the directors’ and officers’ liability coverage (so called “side A
coverage”) of the Company’s existing directors’ and officers insurance policies, and the



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Company’s existing fiduciary liability insurance policies (collectively, “D&O
Insurance”), in each case for a claims reporting or discovery period of at least six
(6) years from and after the Effective Time (the “Tail Policies”) from the
Company’s current insurance carrier with respect to directors’ and officers’
liability insurance and fiduciary liability insurance with respect to matters existing or
occurring at or prior to the Effective Time (including in connection with this Agreement
or the Contemplated Transactions). Parent shall not, and shall cause the Surviving
Corporation not to, cancel or terminate the Tail Policies during the six (6) year period
from and after the Effective Time.




     (b) If Parent or the Surviving Corporation or any of their successors or assigns (i)
shall consolidate with or merge into any other Person and shall not be the continuing or
surviving corporation or entity of such consolidation or merger, or (ii) shall transfer
all or substantially all of its properties and assets to any Person, then, and in each
such case, proper provisions shall be made so that the successors and assigns of Parent or
the Surviving Corporation shall assume all of the obligations set forth in this
Section 7.22.




     (c) The provisions of this Section 7.22 are intended to be for the benefit
of, and shall be enforceable by, each of the beneficiaries under the D&O Insurance.



     7.23 Conflict Waiver. Each of Parent and the Company hereby acknowledges and agrees
that (a) the Company’s outside and in-house counsel may assist the Equityholder Representative
after the Closing in connection with matters relating to this Agreement, the other Transaction
Documents and the Contemplated Transactions; and (b) the existence of the foregoing relationships
will not be used as a basis to challenge any of such relationships or to assert that a conflict of
interest exists.



     7.24 Valuation of USC Membership Interests. Each of the Parties hereby acknowledge and
agree that the fair market value of the membership interests of USC held by AFS as of the date of
this Agreement is equal to $15,000,000.



     7.25 USC Consent.




     (a) The Company and the Equityholder Representative shall, use their Commercially
Reasonable Efforts to obtain a consent, in substantially the form of Exhibit K
attached hereto (the “USC Consent”), executed by each of the members of the
board of managers of USC prior to the Closing Date. Parent shall use Commercially
Reasonable Efforts to assist the Company in obtaining the USC Consent, including by
providing information to USC regarding Parent’s business and financial condition and by
causing its Representatives to attend meetings with the Company and USC; provided,
however, any action taken by Parent or its Representatives in compliance with this
Section 7.25 shall not constitute a waiver or release of any right or remedy of
Parent under this Agreement or any other Transaction Document and Parent shall have no
liability with respect to such actions; provided, further, that the
Company shall hold harmless, indemnify and defend the Parent Indemnitees, without
duplication, from and against, and shall compensate and reimburse each of the Parent
Indemnitees for, any and all Damages that are suffered or incurred by any of the Parent
Indemnities or to which any of the Parent Indemnitees may otherwise become subject
(regardless of whether or not such Damages relate to any Third-Party Claim) that arises or
results from any action taken by Parent or its Representatives in compliance with the
request of the Company or the Equityholder Representative pursuant to this Section
7.25. No Representative of Parent shall engage in any contact with any Representative
of USC without prior authorization from the President or Senior Vice President Corporate
Development of



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the Company, such authorization not to be unreasonably withheld,
conditioned or delayed, and the Company shall have the right to participate
in all such contacts.




     (b) The Company shall allow Parent to participate in any discussions
and negotiations with the members of USC, and the Company (or AFS) and Parent
shall negotiate with the members of USC, to endeavor to cause either (i) the
delivery of the USC Consent pursuant to Section 7.25(a) or (ii) the
satisfaction the of the terms and conditions of the USC Operating Agreement,
including Section 7.3 and Section 7.4 of the USC
Operating Agreement.




     (c) If (i) the Closing occurs, and (ii) the Company did not obtain the
USC Consent, then, at Closing, the principal amount of the Promissory Note
shall be reduced to $4,750,000. The reduction of the principal amount of
the Promissory Note to $4,750,000 pursuant to this Section 7.25(c)
constitutes the exclusive remedy of Parent, the Company and/or AFS for
failure by the Company to deliver the USC Consent or any Damages arising from
any claim or Proceeding by USC or any member of USC alleging that
consummation of the Contemplated Transactions constitutes a violation of the
USC Operating Agreement. For the avoidance of doubt, in no event shall
Section 7.25(b) result in reduction of the principal amount of the
Promissory Note pursuant to this Section 7.25(c).




     (d) Except as otherwise required by Law or the USC Operating Agreement,
during the period from the date hereof to the Closing, the Company shall keep
Parent reasonably informed regarding any communications between the President
or Senior Vice President-Corporate Development of the Company and
Representatives of USC or its members, including by providing Parent
with copies of any documents and other correspondence with USC.



ARTICLE VIII

CONDITIONS TO CLOSING




     8.1 Mutual Conditions. The obligations of the parties to consummate the
Contemplated Transactions that are to be consummated at the Closing are subject to
the satisfaction at or before the Closing of the following conditions:




     (a) No Governmental Entity shall have enacted, issued, promulgated,
enforced, entered, or deemed applicable any Law that is in effect and that
has the effect of making illegal or otherwise prohibiting or preventing the
consummation of any of the Contemplated Transactions.




     (b) No Governmental Entity shall have issued or granted any Judgment
that is in effect and that has the effect of making illegal or otherwise
prohibiting or preventing the consummation of any of the Contemplated
Transactions, nor shall any Proceeding brought by a Governmental Entity
seeking any of the foregoing be pending or threatened.




     (c) All applicable waiting periods (and any extensions thereof) under
the HSR Act, if any, shall have expired or otherwise been terminated.




     (d) All Material Governmental Authorizations shall have been received.



     8.2 Conditions to Obligations of Parent and Merger Sub. The
obligation of Parent and Merger Sub to consummate the Contemplated Transactions that
are to be consummated at the Closing is



-54-









 




subject to the satisfaction, as of the Closing Date, of the following further conditions (any
of which may be waived by Parent in whole or in part):





     (a) Each of the representations and warranties of the Company set forth in this
Agreement that is qualified as to material adverse effect or materiality shall be true and
correct in all respects, and each of the representations and warranties of the Company set
forth in this Agreement that is not so qualified shall be true and correct in all material
respects, in each case, as of the date of this Agreement and as of the Closing Date as
though made on and as of the Closing Date (except to the extent any such representation or
warranty speaks only as of an earlier date, in which case, as of that earlier date)
(without giving effect to any update to the Disclosure Schedule).




     (b) The Company shall have performed or complied in all material respects with all
obligations and covenants required by this Agreement to be performed or complied with by
the Company by the time of the Closing.




     (c) No Material Adverse Effect shall have occurred.




     (d) There shall not be pending or threatened in writing by any Person (other than a
party to this Agreement) any Proceeding against any Acquired Company, its assets, or any
Representative of any Acquired Company (in its capacity as such) that arises on or after
the date of this Agreement: (i) challenging or seeking to restrain or prohibit the
Contemplated Transactions, except a Stockholder Action; (ii) in connection with any
pending Contemplated Transaction, (A) seeking to prohibit Parent’s (or any of its
Affiliate’s) ownership or operation of any portion of the business, assets, or
properties of any Acquired Company or (B) compelling Parent (or any of its Affiliates)
or any Acquired Company to dispose of or hold separate all or any portion of the business,
assets, or properties of Parent (or any of its Affiliates) or any Acquired Company; or
(iii) seeking to impose limitations on the ability of Parent to acquire or hold, or
exercise full rights of ownership of, the shares of Company Capital Stock, including the
right to vote the shares of Company Capital Stock on all matters properly presented to the
stockholders of the Company.




     (e) No Governmental Entity, in connection with any pending Contemplated Transaction,
shall have (i) enacted, issued, promulgated, enforced, entered, or deemed applicable any
Law or (ii) issued or granted any Judgment, that, in either case, is in effect and has the
effect of (A) prohibiting Parent’s (or any of its Affiliate’s) ownership or operation of
any material portion of the business, assets, or properties of any Acquired Company or (B)
compelling Parent (or any of its Affiliates) or any Acquired Company to dispose of or hold
separate all or any material portion of the business, assets, or properties of Parent (or
any of its Affiliates) or any Acquired Company.




     (f) Parent shall have received the pre-Closing deliverables in accordance with
Section 7.9.




     (g) All Material Consents shall have been received.




     (h) [INTENTIONALLY DELETED]




     (i) At least sixty-six and two-thirds percent (66.66%) of the issued and outstanding
Company Common Stock (on an undiluted basis) shall have voted in favor of the
Contemplated Transactions (whether by written consent or otherwise) and shall not have



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revoked, modified, rescinded such vote, and no more than thirty three and one third
percent (33.33%) of the issued and outstanding Company Common Stock (on an undiluted
basis) shall not have exercised appraisal rights under Section 262 of the DGCL.




     (j) The Company shall have provided to Parent evidence reasonably
satisfactory to Parent that the Company has satisfied the following requirements:




     (i) the requirements set forth in Section 7.12 with respect to 280G
approval, that is, (i) the 280G Approval have been obtained, or (ii) the 280G
Approval was obtained and, as a consequence thereof and pursuant to the applicable
280G Waivers, no Section 280G Payments shall be required to be paid to the Persons
who would otherwise be entitled to such Section 280G Payments and neither Parent nor
any of its Affiliates (including any Acquired Company post-Closing) shall have any
liabilities (or lose any Tax deductions otherwise available) with respect to any
Section 280G Payments;




     (ii) the requirements set forth in Section 7.10(a) with respect to
Company Transaction Expenses;




     (iii) the requirements set forth in Section 7.10(b) with respect to
payment of Indebtedness; and




     (iv) the requirements set forth in Section 7.10(c) with respect to the
release of Encumbrances and the filing of UCC termination statements.



     8.3 Conditions to Obligation of Parent and Merger Sub — Closing Deliveries.
The
obligation of Parent and Merger Sub to consummate the Contemplated Transactions that are to be
consummated at the Closing is subject to the satisfaction of the additional conditions that the
Company and Equityholder Representative shall deliver or cause to be delivered the following to
Parent at the Closing, each of which shall, unless otherwise indicated, be dated as of the Closing
Date:




     (a) a Letter of Transmittal, with original Certificates or lost certificate affidavit
and a Form W-9 (or Form W-8) attached, executed by each Required Joined Equityholder;




     (b) a flow of funds memorandum executed by the Company and Equityholder
Representative (the “Funds Flow Memo”);




     (c) a Joinder Agreement, in the forms attached hereto as Exhibit H-l (the
“Preferred Stockholder Joinder Agreement”) and Exhibit H-2 (the
“Common Stockholder Joinder Agreement”), executed by the Company and each holder
of Company Preferred Stock and Company Common Stock, respectively, set forth on
Schedule 8.3(c) (or in the case of holders of Company Common Stock, other holders
so long as holders of at least sixty-six and two-thirds percent (66.66%) of the Company
Common Stock outstanding (on an undiluted basis) execute the Common Stockholder Joinder
Agreement) (collectively, the “Required Joined Equityholders”);




     (d) the Paying Agent Agreement, executed by Equityholder Representative and the
Paying Agent;




     (e) the Warrant Cancellations, executed by the applicable Warrantholder;




     (f) the Option Cancellations, executed by each Optionholder;



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     (g) an opinion of each of Adair Law Firm LLP and Hiscock & Barclay, LLP, legal
counsel to the Acquired Companies, containing the legal opinions set
forth on Exhibit I-1 and Exhibit I-2, respectively, addressed to Parent and dated as of the
Closing Date;




     (h) a certificate in a form reasonably acceptable to Parent executed by the Company
and Equityholder Representative certifying that the conditions in Sections 8.2(a)
and 8.2(b) have been satisfied as of the Closing Date;




     (i) a certificate of the Secretary of each Acquired Company dated as
of the Closing Date, certifying as to (i) copies of each Acquired Company’s Organizational Documents,
each as in effect on the Closing Date and attached to such certificate, (ii) copies of
all resolutions adopted by any Acquired Company’s board of directors, managers, general
partners or similar governing body relating to the Contemplated Transactions and attached
to such certificate, and (iii) copies of all resolutions of each Acquired Company’s
stockholders or other holders of Equity Securities relating to the Contemplated
Transactions and attached to such certificate;




     (j) for each Acquired Company, a certificate of good standing or equivalent issued
as of a date not more than 10 days before the Closing Date by the Secretary of State or
similar official of the state of its organization or formation and the Secretary of State
or similar official of each state where it is qualified to do business as a foreign
corporation or other Entity;




     (k) resignations, effective as of the Closing Date, of each director and officer of
each Acquired Company from all director and officer positions held by such Person with
respect to any Acquired Company and as managers of USC, other than those that Parent shall
have specified in writing at least three Business Days before the Closing;




     (l) the original board and stockholder resolutions, stock ledger, and option or
similar ledger of each Acquired Company;




     (m) an agreement to protect confidential information, assign inventions and to
prevent unfair solicitation in the form of Exhibit J executed by each of David G.
Rusin, David Danchak and Gita Ramachandran;




     (n) an affidavit executed by the Company stating that no Acquired Company is or has
been a United States real property holding corporation, dated as of the Closing Date and
in form and substance required under Treasury Regulation §1.897-2(h); and




     (o) a schedule (the “JE Indemnity Allocation Schedule”) that sets forth, as
of the Closing Date, (i) the name of each Joined Equityholder; (ii) for each Joined
Equityholder, such Joined Equityholder’s Fully Diluted Proportionate Share; and (iii) for
each Joined Equityholder, the quotient of such Joined Equityholder’s Fully Diluted
Proportionate Share divided by the sum of the Fully Diluted Proportionate Shares of all
Joined Equityholders.



     8.4 Conditions to Obligation of the Company. The obligation of the Company to
consummate the Contemplated Transactions that are to be consummated at the Closing is subject to
the satisfaction, as of the Closing Date, of the following further conditions (any of which may be
waived by Equityholder Representative in whole or in part):



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     (a) Each of the representations and warranties of Parent and Merger Sub set
forth in this Agreement that is qualified as to material adverse effect or materiality
shall be true and correct in all respects and each of the representations and warranties
that is not so qualified shall be true and correct in all material respects, in each
case, as of the date of this Agreement and as of the Closing Date as though made on and
as of the Closing Date (except to the extent any such representation or warranty speaks
only as of an earlier date, in which case, as of that earlier date).




     (b) Parent and Merger Sub shall have performed or complied in all material respects
with all obligations and covenants required by this Agreement to be performed or complied
with by Parent and Merger Sub by the time of the Closing.



     8.5 Conditions to Obligation of the Company — Closing Deliveries. The obligation of
the Company to consummate the Contemplated Transactions that are to be consummated at the Closing
is subject to the satisfaction of the additional conditions that Parent shall deliver or cause to
be delivered the following to Equityholder Representative at the Closing, each of which shall,
unless otherwise indicated, be dated as of the Closing Date:




     (a) the Funds Flow Memo executed by Parent;




     (b) a certificate executed by Parent certifying that the conditions
in Sections 8.4(a) and 8.4(b) have been satisfied as of the Closing
Date;




     (c) the Paying Agent Agreement, executed by Parent;




     (d) a certificate of the Secretary of each of Parent and Merger Sub dated as of the
Closing Date, certifying as to (i) the incumbency and signatures of the officers of
Parent and Merger Sub executing each of the Transaction Documents, (ii) copies of
Parent’s and Merger Sub’s Organizational Documents, each as in effect on the Closing Date
and attached to such certificate, (iii) copies of all resolutions adopted by Parent’s and
Merger Sub’s managers, board of directors or similar governing body relating to the
Contemplated Transactions and attached to such certificate, and (iv) copies of all
resolutions adopted by Parent’s and Merger Sub’s stockholders or other holders of Equity
Securities relating to the Contemplated Transactions and attached to such certificate;




     (e) for Parent and Merger Sub, certificate of good standing or equivalent issued as
of a date not more than 10 days before the Closing Date by the Secretary of State or
similar official of the state of its organization or formation;




     (f) the Promissory Note, executed by Parent; and




     (g) the Joinder Agreements, executed by Parent and Merger Sub.



     8.6 Frustration of Closing Conditions. Neither Parent nor the Company may rely on
the
failure of any condition set forth in this Article VIII to be satisfied if such failure was
caused by such party’s failure to act in good faith or to comply with Section 7.7.



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ARTICLE IX

TERMINATION, AMENDMENT, AND WAIVER




     9.1 Termination.




     (a) Notwithstanding anything to the contrary in this Agreement, this Agreement may be
terminated and the Contemplated Transactions abandoned at any time at or prior to the Closing:




     (i) by mutual written consent of the Company and Parent;




     (ii) by Parent:




     (A) if any material inaccuracy in or breach of any
representation, warranty, covenant, or agreement by the Company
contained in this Agreement and such material inaccuracy or breach would cause
any condition contained in Sections 8.2(a) or 8.2(b) not to be
timely met, which inaccuracy or breach has not been waived by Parent or, within
30 calendar days following delivery of written notice by Parent to the Company
of such material inaccuracy or breach, cured by the Company;




     (B) if Parent reasonably determines that the timely satisfaction of any
condition set forth in Section 8.2 has become impossible (other than as
a result of any failure on the part of Parent to comply with or perform its
covenants and obligations set forth in this Agreement) and Parent has not waived
such condition on or before the Closing Date;




     (C) if all of the conditions set forth in Sections 8.1, 8.4
and 8.5 have been satisfied (other than those conditions that by their
nature are to be satisfied by actions taken at the Closing), and the Company
fails to consummate the transactions contemplated by this Agreement within five
Business Days following the date the Closing should have occurred pursuant to
Section 2.6 and Parent and Merger Sub stood ready and willing to
consummate the transactions contemplated by this Agreement during such period;




     (D) if there shall have occurred a Material Adverse Effect;




     (E) in the sole and absolute discretion of Parent in
consideration for the payment by Parent to the Company of a reverse termination
fee of $20,000,000 (the “Reverse Termination Fee”);




     (iii) by the Company:




     (A) if any material inaccuracy in or material breach of any
representation, warranty, covenant, or agreement by Parent or Merger Sub
contained in this Agreement and such material inaccuracy or breach would cause
any condition contained in Sections 8.4(a) or 8.4(b) not to be timely
met, which inaccuracy or breach has not been waived by the Company and
Equityholder Representative or, within 30 calendar days following delivery



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of written notice by the Company to Parent of such material inaccuracy or
breach, cured by Parent;




     (B) if the Company reasonably determines that the timely satisfaction
of any condition set forth in Section 8.4 has become impossible
(other than as a result of any failure on the part of the Company to comply
with or perform their covenants and obligations set forth in
this Agreement) and the Company has not waived such condition on or before
the Closing Date; or




     (C) if all of the conditions set forth in Sections 8.1,
8.2 and 8.3 have been satisfied (other than those conditions that
by their nature are to be satisfied by actions taken at the Closing), and
Parent and Merger Sub fail to consummate the transactions contemplated by
this Agreement within five Business Days following the date the Closing
should have occurred pursuant to Section 2.6 and the Company stood
ready and willing to consummate the transactions contemplated by this
Agreement during such period.




     (iv) by Parent or the Company, if the Closing does not occur on or prior to the date
that is November 30, 2010, or such later date as the parties may agree upon (other than as a
result of any failure on the part of any of party seeking to terminate this Agreement to
comply with or perform its covenants and obligations set forth in this Agreement); provided,
however, that (A) if Parent is seeking termination pursuant to Section 9.1(a)(ii)(A),
9.1(a)(ii)(B), 9.1(a)(ii)(C) or 9.1(a)(iv), Parent shall not have
caused any of the conditions set forth in Article VIII not to be met and (B) if the
Company is seeking termination pursuant to Section 9.1(a)(iii)(A), 9.1(a)(iii)(B),
9.1 (a)(iii)(C), or 9.1(a)(iv), the Company shall not have caused any of the
conditions set forth in Article VIII not to be met.




     (b) In the event of termination by the Company or Parent, as the case may be
pursuant to this Section 9.1, written notice of the event of termination shall
forthwith be given to the other and the Contemplated Transactions shall be terminated
concurrently with the delivery of the written notice of the event of termination, without
further action by any party.



     9.2 Effect of Termination; Reverse Termination Fee. If this Agreement is terminated
and the Contemplated Transactions are abandoned as described in Section 9.1, this
Agreement shall become null and void and of no further force and effect, except for the following
provisions, each of which shall survive indefinitely except as otherwise provided therein: (a) the
representations in Sections 5.33 and 6.4; (b) Section 7.18, (c)
Section 7.20; (d) Article IX; (e) Article XI. (f) Article XII and
(g) the Confidentiality Agreement. Nothing in this Section 9.2 shall be deemed to release
any party from any Liability for any breach by such party of the terms and provisions of this
Agreement or to impair the right of any party to pursue all legal remedies, including to compel
specific performance by any other party of its obligations under this Agreement. Each party’s
right of termination under Section 9.1 is in addition to any other rights that it may have
under this Agreement, and the exercise of a right of termination will not be an election of
remedies. Each of the Company, Parent and Merger Sub, acknowledges and agrees that the damages
resulting from termination of this Agreement under circumstances where a Reverse Termination Fee
is payable are uncertain and incapable of accurate calculation and that the Reverse Termination
Fee is a reasonable forecast and a fair and adequate measure of the actual damages that may be
incurred and constitute liquidated Damages and not a penalty. The Reverse Termination Fee shall be
paid by wire transfer of immediately available funds to an account designated in writing by the
receiving Party.




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     9.3 Impact of Investigation on Termination. Parent’s termination rights set
forth in this Agreement, and the rights and remedies that may be exercised with respect thereto by
Parent, are part of the basis of the bargain contemplated by this Agreement, and shall not be
limited, waived, or otherwise affected by virtue of any knowledge on the part of Parent of any
inaccuracy in or breach of any representation, warranty, covenant or obligation of the Company set
forth in this Agreement or any other Transaction Document, regardless of whether such knowledge
was obtained through Parent’s own investigation or otherwise (including disclosure by the Acquired
Companies or Equityholder Representative), and regardless of whether such knowledge was obtained
before or after the execution and delivery of this Agreement. Nothing in this Section 9.3
shall derogate from the Company’s right to notice and opportunity to cure pursuant to Section
9.1(a)(ii)(A).



ARTICLE X

SURVIVAL: INDEMNIFICATION




     10.1
Survival.




     (a) Survival of Representations and Warranties. Subject to Section
10.1(d), all
representations and warranties of each Party in this Agreement (together with
Equityholder
Indemnitees’ or the Parent Indemnitees’ right to assert a claim for indemnification
under this
Article X) shall, terminate and be of no further force or effect as of the
Closing, except that,
subject to Section 10.1(d):




     (i) the representations and warranties set forth in Section 5.1
(Organization and Standing), Section 5.2 (Equity Securities; Capitalization),
Section 5.3 (Authority; Execution and Delivery; Enforceability), and
Section 5.33 (Brokers) (collectively, the “Company Fundamental
Representations”) shall remain in full force and effect and survive until 5:00
p.m. New York time on the date that is the 24 month anniversary of the Closing Date;




     (ii) the representations and warranties set forth in Section 6.1
(Organization and Standing), Section 6.2 (Authority; Execution and Delivery;
Enforceability), and Section 6.4 (Brokers) (collectively, the “Parent
Fundamental Representations”) shall remain in full force and effect and survive
until 5:00 p.m. New York time on the date that is the 24-month anniversary of the
Closing Date; and




     (iii) any claim for or based on any fraud or willful misconduct shall remain
in full force and effect and survive for a period ending 30 days after the expiration
date of the applicable statute of limitations.


      (b) Survival of Covenants and Agreements. For the avoidance of doubt, the
covenants and agreements of the parties to this Agreement set forth herein to be
performed
after the Closing shall survive in accordance with their respective terms for the
periods
expressly set forth in such provisions or, if a period is not expressly set forth in
any covenant
or agreement set forth in this Agreement, for a period of 12 months after the Closing
Date.
All Company Fundamental Covenants shall survive until 5:00 p.m. New York time on the
date that is the 12 month anniversary of the Closing Date.


      (c) Impact of Investigation on Indemnification. A Party’s
rights to
indemnification for representations, warranties and covenants contained in this
Agreement (as
such rights to indemnification are limited in this Agreement) and in any other Transaction
Document (and the obligations of the Parties and the Joined Equityholders set forth
in any



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other Transaction Document), and the rights and remedies that may be exercised with
respect thereto by the Indemnified Person, are part of the basis of the bargain contemplated by
this Agreement, and the Indemnified Persons’ rights to indemnification under this Agreement
shall not be limited, waived, or otherwise affected by virtue of (and the Parties shall be
deemed to have relied on the express representations and warranties set forth in this
Agreement) any knowledge on the part of a Party of any inaccuracy of any such representation or
warranty set forth in this Agreement or in any other Transaction Document, regardless of
whether such knowledge was obtained through such Party’s own investigation or otherwise
(including disclosure by the other Party), and regardless of whether such knowledge was
obtained before or after the execution and delivery of this Agreement. Nothing in this
Section 10.1(c) shall be construed to (i) create any additional remedy for, or expand
the remedies of, the Parties set forth in this Agreement or in any other Transaction Document
or (ii) require any Joined Equityholder, on the one hand, or Parent, on the other hand, to
indemnify any Indemnified Person after the Closing Date for a breach of any representation,
warranty or covenant in this Agreement or in any other Transaction Document, except as
expressly set forth in Section 10.2 or Section 10.3 or in such other
Transaction Document.




     (d) Expiration of Claims. Notwithstanding Section 10.1(a), if a Claim
Notice
relating to any Company Fundamental Representation, Company Fundamental Covenant or
Parent Fundamental Representation, or pursuant to Section 10.1(a)(iii), is
delivered pursuant
to this Article X on or prior to the expiration of the relevant survival period set
forth in
Section 10.1(a) or (b), then, notwithstanding anything to the contrary
contained in this
Section 10.1, such representation or warranty shall not expire to the extent of the
subject
matter of such Claim Notice, but rather shall remain in full force and effect and survive
to the
extent of the subject matter of such Claim Notice until such time as each and every claim
(including any indemnification claim asserted by any Parent Indemnitee under Section
10.2
or the Equityholder Representative, on behalf of the Equityholders, under Section
10.3)
subject to such Claim Notice has been fully and finally resolved in accordance with this
Article X either (i) by means of a written settlement agreement executed by
Equityholder
Representative and Parent, as applicable, or (ii) by means of a final, non-appealable
Judgment
issued by a court of competent jurisdiction in accordance with Section 12.10(b).
The Parties
acknowledge and agree that the intended effect of Sections 10.1(a)(i) and
(a)(ii), (b) and (d) is
to shorten the otherwise-applicable statute of limitations.




     (e) Claim Notice. For purposes of this Agreement, a “Claim Notice” means a
notice delivered in good faith by (x) any Parent Indemnitee to Equityholder Representative
(which shall be deemed delivered on behalf of all Parent Indemnitees), stating that such
Parent Indemnitee has a good faith belief that a Company Indemnifiable Matter exists, or
(y)
by Equityholder Representative to Parent (which shall be deemed delivered on behalf of all
Equityholders), stating that Equityholder Representative has a good faith belief that a
Parent
Indemnifiable Matter exists. A Claim Notice shall be delivered in accordance with the
notice
provisions in Section 12.5, and shall contain (i) a brief description of the
circumstances
supporting such Person’s belief and (ii) a non-binding, preliminary good-faith estimate of
the
aggregate dollar amount of the actual and potential Damages that have arisen and may arise
as a result of the Indemnifiable Matter.



     10.2 Indemnification by the Joined Equityholders.





     (a) From and after Closing and subject to any applicable limitation set forth in
this Article X, and consistent with the terms and conditions of the Joinder Agreements,
the



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Equityholders who executed a Joinder Agreement (the “Joined Equityholders”) shall
hold harmless, indemnify and defend Parent and each of its Representatives and Affiliates (each, a
“Parent Indemnitee”), without duplication, from and against, and shall compensate and
reimburse each of the Parent Indemnitees for, any and all Damages that are suffered or incurred by
any of the Parent Indemnitees or to which any of the Parent Indemnitees may otherwise become
subject (regardless of whether or not such Damages relate to any Third-Party Claim) that arises or
results from: (i) any inaccuracy in or breach of any of the Company Fundamental Representations,
(ii) any material breach of any covenant or obligation of any Acquired Company contained in
Sections 7.1(a)(i), (viii), (ix), (xv), (xix),
(xxii), (xxviii) and (xxix) (collectively, the “Company Fundamental
Covenants”), (iii) claims based on fraud or willful misconduct; or (iv) subject to Section
10.6, any Stockholder Action pending on, or commenced within 24 months after, the Closing Date
(without, with respect to clauses (i) through (iv) of this Section 10.2(a), giving effect
to any update to the Disclosure Schedule) (each, a “Company Indemnifiable Matter”).




     (b) The liability of each Joined Equityholder under this Section 10.2 shall be
several and proportional; provided, however, that, subject to the last
sentence of this
Section 10.2(b), the collective liability of all Joined Equityholders shall, as a group, equal
100% of the liability for Damages pursuant to this Article X. A Joined
Equityholder’s
proportional share of any claim by a Parent Indemnitee for Damages shall be the quotient of
such Joined Equityholder’s Fully Diluted Proportionate Share divided by the sum of the Fully
Diluted Proportionate Shares of all Joined Equityholders which amount shall be set forth
opposite such Joined Equityholder’s name on the JE Indemnity Allocation Schedule. In no
event shall any Joined Equityholder be liable to Parent Indemnitees for Damages arising
under or relating to claims under this Article X in an aggregate amount exceeding such
Joined
Equityholder’s Fully Diluted Proportionate Share set forth on the JE Indemnity Allocation
Schedule.




     (c) No Joined Equityholder shall be required to make any indemnification
pursuant to Sections 10.2(a)(i) or (ii) with respect to any Claim (or series
of related Claims
arising from the same underlying facts, events or circumstances) unless such Claim (or series
of related claims arising from the same underlying facts, events or circumstances) involves
Damages in excess of $50,000 (nor shall any such Claim or series of related Claims that do
not meet the $50,000 threshold be applied to or considered for purposes of calculating the
aggregate amount of the Parent Indemnitees’ Damages for which the Joined Equityholders
have responsibility). With respect to claims under Section 10.2(a)(ii), no Joined
Equityholder
shall be required to make any indemnification until such time as the total amount of all
Damages for which indemnification is claimed under Section 10.2(a)(ii) that have been
suffered or incurred by all of the Parent Indemnitees collectively, or to which the Parent
Indemnitees have otherwise become subject, exceeds $1,000,000, after which the Joined
Equityholders shall be obligated for all such Parent Indemnitees’ Damages, but only if such
Damages arise with respect to Claims (or series of related Claims arising from the same
underlying facts, events or circumstances) that individually involve Damages in excess of
$50,000. In no event shall all Joined Equityholders in the aggregate be required to make any
indemnification pursuant to Section 10.2 in a cumulative aggregate amount exceeding
the
Closing Merger Consideration. Moreover, in no event shall all Joined Equityholders in the
aggregate be required to make any indemnification pursuant to Section 10.2(a)(ii) in a
cumulative aggregate amount exceeding $10,000,000. Any and all defense costs incurred by
a Parent Indemnitee in defending Third-Party Claims pursuant to Section 10.4 for which
the
Joined Equityholders may be liable under Section 10.2(a) shall be included in
calculating the
aggregate amounts specified in this Section 10.2(c).




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10.3 Indemnification by Parent.





     (a) From and after Closing and subject to any applicable limitation set forth in
this Article X, Parent shall hold harmless, indemnify and defend the Equityholders
and each
of their respective Representatives and Affiliates (each an “Equityholder
Indemnitee”)
without duplication, from and against, and shall compensate and reimburse each Equityholder
Indemnitee for, any and all Damages that are suffered or incurred by any of the
Equityholder
Indemnitees or to which any of the Equityholder Indemnitees may otherwise become subject
(regardless of whether or not such Damages relate to any Third-Party Claim) that arises or
results from: (i) any inaccuracy in or breach of any of the Parent
Fundamental
Representations, (ii) any material breach of any covenant or obligation of Parent or Merger
Sub contained in any of the Transaction Documents, (iii) claims based on fraud or willful
misconduct, or (iv) any claim by USC (other than derivative actions) alleging that the
Contemplated Transactions constituted a “Transfer” (as defined in the USC Operating
Agreement) of AFS’ membership units in USC in violation of Section 7.1 of the USC
Operating Agreement (each, a “Parent Indemnifiable Matter”).




     (b) Parent shall not be required to make any indemnification pursuant to
Sections 10.3(a)(i) or (ii) with respect to any Claim (or series of related Claims arising
from the same
underlying facts, events or circumstances) unless such Claim (or series of related claims
arising from the same underlying facts, events or circumstances) involves Damages in excess
of $50,000 (nor shall any such Claim or series of related Claims that do not meet the
$50,000
threshold be applied to or considered for purposes of calculating the aggregate amount of
the
Equityholder Indemnitees’ Damages for which Parent has responsibility). With respect to
claims under Section 10.3(a)(ii), Parent shall not be required to make any
indemnification
until such time as the total amount of all Damages for which indemnification is claimed
under
Section 10.3(a)(ii) that have been suffered or incurred by all of the Equityholder
Indemnitees
collectively, or to which the Equityholder Indemnitees have otherwise become subject,
exceeds $1,000,000, after which Parent shall be obligated for all such Equityholder
Indemnitees’ Damages, but only if such Damages arise with
respect to Claims (or series of related Claims arising from the same underlying facts, events or circumstances) that
individually involve Damages in excess of $50,000. In no event Parent be required to make
any indemnification pursuant to Section 10.3 in a cumulative aggregate amount
exceeding the
Closing Merger Consideration. Moreover, in no event shall Parent be required to make any
indemnification pursuant to Section 10.3(a)(ii) in a cumulative aggregate amount
exceeding
$10,000,000. Any and all defense costs incurred by the Equityholder Representative in
defending Third-Party Claims pursuant to Section 10.4 for which Parent may be
liable under
Section 10.3(a) shall be included in calculating the aggregate amounts specified in
this
Section 10.3(b). In no event shall Parent’s obligation to pay the Note in full or
its obligations
under Section 7.22 be subject to any of the limitations set forth in this
Section 10.3(b).




     (c) The provisions of this Section 10.3 are for the benefit of, and shall be
enforced by, the Equityholder Representative on behalf of the Equityholder Indemnitees. For
the purposes of clarity, any payments made by Parent pursuant to this Article X
shall be made
solely to the Equityholder Representative, for further distribution to the Equityholders in
accordance with the Paying Agent Agreement; and in no event shall any Equityholder (other
than the Equityholder Representative) pursue any claim, deliver any, communication or
exercise any right or remedy under this Article X, including delivery of a Claim
Notice to
Parent under Section 10.1(e), other than through the Equityholder Representative.



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10.4 Defense of Third-Party Claims.





     (a) Notice of Third-Party Claim. If any Person commences or asserts any
Stockholder Action or other Proceeding (whether against Parent or any other Parent
Indemnitee) with respect to which the Joined Equityholders may become obligated to hold
harmless, indemnify, defend, compensate, or reimburse any Parent Indemnitee under this
Article X (each, a “Third-Party Claim”). Parent shall provide Equityholder
Representative
with prompt written notice (a “Third-Party Claim Notice”); provided, however, that
the
failure to give such a Third-Party Claim Notice shall not affect the rights of any Parent
Indemnitee to receive indemnification for Damages to the extent that
Equityholder
Representative’s right or ability to defend such Third-Party Claim is not materially
prejudiced.




     (b) Equityholder Representative’s Election to Assume Defense. Equityholder
Representative shall have the right, at its election, to assume the defense of such
Third-Party
Claim by written notice to Parent within 15 days following the date of the Third-Party
Claim
Notice. Subject to Section 10.4(c), if Equityholder Representative elects to
assume the
defense of any such Third-Party Claim;




     (i) Equityholder Representative shall proceed to defend such Third-Party Claim in a
diligent manner with counsel reasonably satisfactory to Parent at the sole expense (with
respect to defense costs) of Equityholder Representative;




     (ii) Parent shall make available to Equityholder Representative any personnel, documents
and materials in the possession of Parent or the Company that may be reasonably necessary to
the defense of such Third-Party Claim (subject, in the case of privileged documents and
materials, to a reasonable and proper joint defense agreement that preserves such privilege);




     (iii) Equityholder Representative shall keep Parent informed of all material
developments and events relating to such Third-Party Claim, including promptly providing
copies of any materials disclosed to any other Person in connection with the defense of such
Third-Party Claim;




     (iv) Parent shall have the right to participate at its sole cost and expense in the
defense of such Third-Party Claim;




     (v) Equityholder Representative shall have the right to settle, adjust, or compromise
such Third-Party Claim only with the prior written consent of Parent, which consent shall
not be unreasonably delayed, withheld or conditioned; and




     (vi) Parent shall not settle, adjust or compromise any such Third-Party Claim without
the prior written consent of Equityholder Representative, which consent will not be
unreasonably delayed, withheld or conditioned.




     (c) Parent’s Right of Defense. If either (i) Equityholder Representative does not
elect to assume the defense of such Third-Party Claim or (ii) Equityholder Representative
elects to assume the defense of such Third-Party Claim, but subsequently breaches any of
its
obligations under Section 10.4(b), then Parent may, at its election, proceed with
the defense
of such Third-Party Claim on its own under Section 10.4(d).



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     (d) Parent’s Defense of Third-Party Claim. If Parent proceeds
with the defense of any Third-Party Claim under Section 10.4(c):




     (i) Parent shall proceed to defend such Third-Party Claim in a diligent manner
with counsel reasonably satisfactory to Equityholder Representative;




     (ii) Equityholder Representative shall make available to Parent any documents
and materials in the possession or control of Equityholder Representative that may be
necessary to the defense of such Third-Party Claim;




     (iii) Equityholder Representative shall be entitled, at
Equityholders’ expense, to participate in any defense of such claim;




     (iv) Parent shall keep Equityholder Representative informed of all material
developments and events relating to such Third-Party Claim, including promptly
providing copies of any materials disclosed to any other Person in connection with
the defense of such Third-Party Claim; and




     (v) Parent shall have the right to settle, adjust, or compromise such
Third-Party Claim only with the prior consent of Equityholder Representative, which
consent shall not be unreasonably delayed, withheld or conditioned.



     10.5 Exclusive Remedy. Other than the equitable remedies described in Section
12.11 and
claims based on fraud or willful misconduct, after the Closing Date, the exclusive remedy of
any Party or
other Person entitled to indemnification under this Article X (an “Indemnified
Person”) for Damages
arising out of or relating to any Indemnifiable Matter shall be indemnification under this
Article X, and no
breach of any representation, warranty, covenant or agreement contained in this Agreement
shall give rise
to any right on the part of any Party to rescind this Agreement or any of the transactions
contemplated
hereby, and no Party will have, except in connection with claims against another Party based
on fraud or
willful misconduct of such Party, any other entitlement, remedy or recourse, whether in
contract, tort or
otherwise, it being agreed that all such other remedies, entitlements and recourse are
expressly waived
and released by the Parties to the fullest extent permitted by Law. The Parties acknowledge
that except as
set forth in this Article X with respect to Indemnifiable Matters and except, for the
avoidance of doubt,
for claims against another Party based on fraud or willful misconduct of such Party, neither
Parent nor
Equityholder Representative has any post-closing right, remedy or recourse with respect to any
breach of
any representation, warranty, covenant or agreement contained in this Agreement. Moreover,
except as
expressly provided in this Agreement with respect to the Joined Equityholders, the
Equityholder
Representative and the Company, no Equityholder or Representative or Affiliate of any
Equityholder or
any pre-Closing Representative or Affiliate of the Company shall have any liability (whether
in contract,
tort, or otherwise) for any liability of the Company under this Agreement.



     10.6 No Right of Setoff. Except as otherwise provided in this Section 10.6: (a) Parent shall
have no right of setoff with respect to the Promissory Note, whether express, implied,
statutory or
otherwise, or any similar right to withhold, appropriate or apply any amount payable on the
Note, and
Parent hereby waives and releases any such right; and (b) Parent’s obligation to pay the
Promissory Note
shall be absolute and unconditional. In the event (x) of a settlement or final judgment in a
Stockholder
Action and/or (y) Parent defends a Stockholder Action pursuant to Sections 10.4(c) and
(d), Parent shall
pay such settlement, judgment and/or reasonable defense costs to the extent not covered by the
Tail
Policies. Parent may set off all amounts paid for such settlements, judgements or reasonable
defense costs
against the principal amount of the Promissory Note. If, on the
“Maturity Date” (as defined
in the
Promissory Note), any Stockholder Action is still pending, a portion of the proceeds of the
Promissory



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Note, to be mutually agreed upon by Parent and Equityholder Representative, shall be placed
in an escrow account with the Paying Agent until final disposition of the pending Stockholder
Action(s). This Section 10.6 sets forth the Parent’s exclusive remedy with respect to
Stockholder Actions. For the avoidance of doubt, this Section 10.6 shall not limit or
impair Parent’s rights or remedies with respect to Company Fundamental Representations, Company
Fundamental Covenants or under Section 10.2(a)(iii), but Parent shall have no other right
of set off or similar right with respect to the Promissory Note, except with respect to
Stockholder Actions as provided in this Section 10.6.




     10.7 Treatment of Indemnity Payments. All amounts payable by Equityholders to or for
the benefit of a Parent Indemnitee under this Article X shall, for all purposes of this
Agreement, including Tax purposes, be treated as a reduction of the Merger Consideration payable by Parent to
Equityholders. In the event Joined Equityholders pay any amounts to or for the benefit of any Parent
Indemnitees pursuant to this Article X, then all proceeds paid on the Promissory Note shall be
reallocated to reflect the reduction in the Merger Consideration so that: (a) each Equityholder shall have received, to
the extent of the proceeds paid on the Promissory Note, the full amount of such reduced Merger Consideration
that such Equityholder is entitled to receive under the Company Charter; and (b) no Equityholder
shall have paid more than its pro rata share of all amounts paid to or for the benefit of the Parent
Indemnitees
pursuant to this Article X (calculated on the basis of the Fully Diluted Proportionate
Share of each
Equityholder of such reduced Merger Consideration).



     10.8 Payment or Reimbursement of Damages. Subject to the limitations of this Article X,
payment or reimbursement for Damages incurred by an Indemnified Person shall be made by or on
behalf
of the indemnifying party within 15 days of the final resolution of any related claim for
indemnification
under the terms of this Agreement.



ARTICLE XI

EQUITYHOLDER REPRESENTATIVE




     11.1 Authorization of Equityholder Representative. The Equityholder Representative
hereby agrees to act on behalf of each Equityholder and accepts the appointment by each such
Equityholder to act on its, his or her behalf, as provided herein. In connection with such
appointment, Equityholder Representative shall be authorized and empowered to act, on behalf of
each Equityholder, in connection with and to facilitate the consummation of the Contemplated
Transactions, and in connection with the activities to be performed on behalf of Equityholders
under the Paying Agent Agreement, for the purposes and with the powers and authority hereinafter
set forth in this Section 11.1 and the Paying Agent Agreement, which shall include, the
power and authority on behalf of Equityholders:




     (a) to execute and deliver the Paying Agent Agreement and to agree to such
amendments or modifications thereto as Equityholder Representative, in his sole and
absolute
discretion, may deem necessary or desirable, provided, however, that the relative
interests of
Equityholders are not materially and adversely altered;




     (b) to execute and deliver such amendments, modifications, waivers and
Consents in connection with this Agreement, the Paying Agent Agreement and the
consummation of the Contemplated Transactions as Equityholder Representative, in his
sole
and absolute discretion, may deem necessary or desirable;




     (c) to use Commercially Reasonable Efforts to enforce and protect the rights and
interests of Equityholders and to enforce and protect the rights and interests of
Equityholder
Representative arising out of or under or in any manner relating to each Transaction
Document and the transactions contemplated thereby and, in connection therewith to
(i) assert



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or institute any Proceeding; (ii) investigate, defend, contest, or litigate any
Proceeding initiated by Parent or any other Person against Equityholder Representative,
the Exchange Fund; (iii) settle or compromise any Proceeding relating to this Agreement
and the Paying Agent Agreement; (iv) assume the defense of any Third-Party Claim that is
the basis of any Proceeding relating to this Agreement and the Paying Agent Agreement;
(v) to indemnify and hold harmless the Paying Agent under the Paying Agent Agreement; and
(vi) file and prosecute appeals from any Judgment rendered in any of the foregoing
Proceedings, it being understood that Equityholder Representative shall not have any
obligation to take any such actions, and shall not have any Liability for any failure to
take any such actions;




     (d) to enforce payment and distribution of the Exchange Fund and any other
amounts payable to the Paying Agent for distribution to Equityholders, in each case
to the
extent of each Equityholder’s Fully Diluted Proportionate Share of the Merger
Consideration;




     (e) subject to the provisions of Section 11.7, to make, execute, acknowledge
and
deliver all such other agreements, and, in general, to do any and all things and to
take any and
all action that Equityholder Representative, in his sole and absolute discretion, may
consider
necessary, proper or convenient in connection with, or to carry out the activities
described in,
subsections (a) through (e) of this Section 11.1 and the
Contemplated Transactions and all
other agreements, documents or instruments referred to herein or therein or executed
in
connection herewith or therewith;




     (f) to negotiate and settle disputes and controversies with Parent, in his sole and
absolute discretion; and




     (g) to cause to be withheld from any cash payment or distribution of the Merger
Consideration to Equityholders on and after the date hereof, the amount of any fee
payable to
Equityholder Representative and any reasonable cost and expense incurred directly or
indirectly by Equityholder Representative in connection with his obligations
hereunder or
relating to the Contemplated Transactions.



     11.2 Payment of Expenses. In connection with the performance of his obligations
hereunder
and under the Paying Agent Agreement, Equityholder Representative shall have the right at any time and
from time to time to select and engage attorneys, accountants, investment bankers, advisors and
consultants, to obtain such other professional and expert assistance (in all cases as reasonably necessary),
and maintain such records, as reasonably necessary or desirable, and to incur other reasonable out-of-pocket
expenses. The fees and expenses of such advisors, and all other fees, costs and expenses incurred
by Equityholder Representative hereunder, shall be paid by each Equityholder in accordance with its, his
or her Fully Diluted Proportionate Share; provided, however, Equityholder Representative will first pay
such amounts out of the Working Capital Reserve Amount and, thereafter, shall be entitled to seek
payment for such fees and expenses directly from Equityholders.



     11.3 Proportionate Share; Disbursements.




     (a) All payments to Equityholders and all sums, proceeds and other property held by
Equityholder Representative on behalf of Equityholders, if any, shall be allocated among
Equityholders in accordance with their respective Fully Diluted Proportionate Share
unless otherwise provided expressly herein.




     (b) All monies or other proceeds received by Equityholder Representative shall
be distributed by Equityholder Representative as promptly as practicable thereafter to



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Equityholders in accordance with their respective Fully Diluted Proportionate Share
unless otherwise provided expressly herein.



     11.4 Compensation; Exculpation.




     (a) In dealing with this Agreement, the Paying Agent Agreement and any other
Transaction Documents instruments, agreements or documents relating thereto, and in
exercising or failing to exercise any or all of the powers conferred upon
Equityholder
Representative hereunder, (i) Equityholder Representative assumes and shall incur no
liability
whatsoever to any Equityholder by reason of any error in judgment or other act or
omission
performed or omitted hereunder or in connection with this Agreement, the Paying Agent
Agreement or any such other agreement, except in the case of Equityholder
Representative’s
willful misconduct and (ii) Equityholder Representative shall be entitled to rely on
the advice
of counsel, public accountants or other independent experts experienced in the matter
at issue,
and any error in judgment or other act or omission of Equityholder Representative
(which is
not the result of willful misconduct) whether or not pursuant to such advice shall in
no event
subject Equityholder Representative to liability to Equityholders.




     (b) All of the indemnities, immunities and powers granted to Equityholder
Representative under this Agreement shall survive the Closing or any termination of
this
Agreement or the Paying Agent Agreement.




     (c) Equityholders, in accordance with their respective Fully Diluted Proportionate
Share, shall (i) indemnify Equityholder Representative from and against all Damages
incurred by Equityholder Representative in connection with his performance of his duties
and obligations as Equityholder Representative unless arising out of Equityholder
Representative’s willful misconduct, and (ii) pay Equityholder Representative a
commercially reasonable fee and reimburse Equityholder Representative for any
out-of-pocket expenses incurred by Equityholder Representative, in each case arising out
of the performance of his duties and obligations hereunder. The Equityholder
Representative may pay such amounts from amounts otherwise payable to Stockholders
hereunder.



     11.5 Successor Equityholder Representative. Upon the death, disability or
resignation of
Equityholder Representative, a successor Equityholder Representative shall be appointed by a
majority
vote of Equityholders (on an “as-converted” basis).



     11.6 Power of Attorney. Each Equityholder on and after the date of this Agreement hereby
appoints Equityholder Representative as such Equityholder’s true and lawful attorney-in-fact
and agent,
with full power of substitution and resubstitution, in such Equityholder’s name, place and
stead, in any
and all capacities, in connection with the Contemplated Transactions, granting unto said
attorney-in-fact
and agent, full power and authority to do and perform each and every act and thing requisite,
necessary or
desirable to be done in connection with any of the Contemplated Transactions, as fully to all
intents and
purposes as such holder might or could do in person. THE POWER OF ATTORNEY GRANTED IN
ACCORDANCE WITH THIS SECTION 11.6: (a) IS COUPLED WITH AN INTEREST AND IS
IRREVOCABLE; (b) MAY BE DELEGATED BY THE EQUITYHOLDER REPRESENTATIVE; AND
(c) SHALL SURVIVE THE DEATH, DISSOLUTION, OR INCAPACITY OF ANY SUCH
EQUITYHOLDER.



     11.7 Certain Limitations.
Notwithstanding anything in this Agreement to the contrary,
Equityholder Representative shall not agree to any amendment, modification, or waiver of, or
consent to,
the provisions of this Agreement or the Paying Agent Agreement that materially and adversely
alters or




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changes the amount or kind of consideration to be received at Closing in exchange for any of
the Company Capital Stock. Company Stock Options or Company Warrants.




ARTICLE XII

GENERAL PROVISIONS




     12.1 [INTENTIONALLY DELETED]



     12.2 Disclosure Schedule. The information in the Disclosure Schedule
constitutes
(a) exceptions to particular representations, warranties, or covenants of Stockholders in this
Agreement or
(b) descriptions or lists of Equity Securities, assets, Liabilities, and other items referred to in
particular
representations, warranties, or covenants of Stockholders in this Agreement, and in each case when
read
together with the particular representation, warranty, or covenant, shall constitute and be deemed
a part of
such representation, warranty, or covenant; provided, however, that if there is any inconsistency
between
any provision or statement in this Agreement and any provision or statement in the Disclosure
Schedule
(other than a specific exception in the Disclosure Schedule to a specific representation or
warranty), then
the statements in this Agreement shall control. Matters reflected in any section of the
Disclosure
Schedule, are not necessarily limited to matters required by this Agreement to be so reflected.
Such
additional matters are set forth for informational purposes and do not necessarily include other
matters of
a similar nature. No reference to or disclosure of any item or other matter in the Disclosure
Schedule
shall be construed as an admission or indication that such item or other matter is material or that
such
item or other matter is required to be referred to or disclosed in this Agreement. Without limiting
the
foregoing, no such reference to or disclosure of a possible breach or violation of any Contract,
Law or
Judgment shall be construed as an admission or indication that breach or violation exists or has
actually
occurred. Notwithstanding anything to the contrary contained in the Disclosure Schedule or in
this
Agreement, the information and disclosures contained in any section of the Disclosure Schedule
shall,
whether or not an explicit cross reference appears, be deemed to be disclosed and incorporated by
reference in any other section of the Disclosure Schedule as though fully set forth in such other
section for
which, and to the extent, the applicability of such information and disclosure is reasonably apparent on
the face of such information or disclosure.



     12.3 Assignment.




     (a) This Agreement shall be binding upon, and inure to the benefit of, each party
and such Party’s successors and assigns (if any).




     (b) Parent shall have the right, without the consent of any other party, to assign
all or a portion of its rights (including its indemnification rights under
Article X), interests
and obligations hereunder to one or more Affiliates and to any current or prospective
lender
to Parent in connection with a bona fide financing, provided that no such assignment
shall
relieve Parent of any of its obligations hereunder. No other assignment of a Party’s
rights or
delegation any of a Party’s obligations under this Agreement shall be permitted
without the
other Party’s prior written consent.



     12.4 No Third-Party Beneficiaries. Except as expressly set forth in this Agreement, this
Agreement is for the sole benefit of the parties hereto and their permitted assigns and
nothing herein
expressed or implied shall give or be construed to give to any Person, other than the parties
hereto and
such assigns, any legal or equitable rights hereunder. Without limiting the generality of the
foregoing, (a)
no employee of the Company shall have any rights, as an employee, under this Agreement or
under any of
the Transaction Documents to which he or she is not personally a party, and (b) other than as
an express
party to this Agreement or the Transaction Documents, if applicable, no creditor of any of the
parties shall



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have any rights under this Agreement or any of the Transaction Documents. Nothing in this
Agreement shall be deemed or construed to affect any change or amendment to any Company Benefit
Plans, and nothing in this Agreement modifies or shall be deemed to modify the ability of any such
Company Benefit Plan to be amended or terminated in accordance with its terms.




     12.5 Notices. All notices and other communications pursuant to this Agreement shall
be in
writing and shall be deemed given if delivered personally, telecopied, sent by nationally
recognized
overnight courier that provides proof of delivery, to the Parties at the addresses set forth
on Appendix A
attached hereto or to such other address as the Party to whom notice is to be given may have
furnished to
the other parties hereto in writing in accordance herewith. Any such notice or communication
shall be
deemed to have been delivered and received (a) in the case of personal delivery, on the date
of such
delivery; (b) in the case of telecopier, on the date sent if confirmation of receipt is
received and such
notice is also promptly mailed by registered or certified mail (return-receipt requested); and
(c) in the case
of a nationally recognized overnight courier on the date of receipt.



     12.6 Counterparts. This Agreement may be executed and delivered in one or more
counterparts, each of which when executed and delivered shall be an original, and all of which
when
executed shall constitute one and the same instrument. The exchange of copies of this
Agreement and of
signature pages by facsimile or by electronic image scan transmission in .pdf shall constitute
effective
execution and delivery of this Agreement as to the Parties and may be used in lieu of the
original
Agreement for all purposes. Signatures of the Parties transmitted by facsimile or electronic
image scan
transmission in .pdf shall be deemed to be their original signatures for all purposes. Any
Party that
delivers an executed counterpart signature page by facsimile or by electronic image scan
transmission in
..pdf shall promptly thereafter deliver a manually executed counterpart signature page to each
of the other
Parties; provided, however, that the failure to do so shall not affect the validity,
enforceability, or binding
effect of this Agreement.



     12.7 Entire Agreement. This Agreement, the other Transaction Documents and the
Confidentiality Agreement, along with the Exhibits, Schedules and Disclosure Schedule hereto
and
thereto, contain the entire agreement and understanding among the parties hereto with respect
to the
subject matter hereof and supersede all prior agreements and understandings relating to such
subject
matter. Parties have voluntarily agreed to limit or exclude their rights, liabilities and
obligations
respecting the Merger exclusively in contract pursuant to the express terms and provisions of
this
Agreement; and the Parties expressly disclaim that they are owed any duties or are entitled to
any
remedies not expressly set forth in this Agreement. Furthermore, the parties each hereby
acknowledge
that this Agreement embodies the justifiable expectations of sophisticated parties derived
from arm’s-length negotiations; the Parties specifically acknowledge that no party has any special duty
to or
relationship with another Party that would justify any expectation beyond that of an ordinary
buyer and an
ordinary seller in an arm’s-length transaction. Except in the case of fraud or willful
misconduct, the sole
and exclusive remedies for any breach of the terms and provisions of this Agreement (including
any
representations and warranties set forth herein, made in connection herewith or as an
inducement to enter
into this Agreement) or any claim or cause of action otherwise arising out of or related to
the
Contemplated Transactions shall be those remedies available at law or in equity for breach of
contract
only (as such contractual remedies have been limited or excluded pursuant to the express terms
of this
Agreement).



     12.8 Amendments. This Agreement may not be amended except pursuant to the written
agreement of Parent, the Company and Equityholder Representative and any attempted amendment
to the
contrary shall be void ab initio.



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     12.9 Severability. If any provision of this Agreement (or any portion thereof)
or the
application of any such provision (or any portion thereof) to any Person or circumstance shall
be held
invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such
invalidity,
illegality or unenforceability shall not affect any other provision hereof (or the remaining
portion thereof)
or the application of such provision to any other Persons or circumstances, so long as the
economic and
legal substance of the Contemplated Transactions is not effected in any manner materially
adverse to
either Party.



     12.10 Governing Law; Consent to Jurisdiction.




     (a) This Agreement shall be governed by and construed in accordance with the
internal Laws of the State of Delaware applicable to agreements made and to be
performed
entirely within such State, without regard to the conflicts of law principles of such
State.




     (b) Each Party agrees that any legal action or other legal proceeding relating to
this Agreement or the enforcement of any provision of this Agreement shall be brought
or
otherwise commenced exclusively in the Delaware Court of Chancery, New Castle County,
or if that court does not have jurisdiction, any state or federal court located in
the State of
Delaware. Each Party:




     (i) expressly and irrevocably consents and submits to the jurisdiction of each
state and federal court located in the State of Delaware (and each appellate court
located in the State of Delaware) in connection with any such legal proceeding,
including to enforce any settlement, order or award;




     (ii) consents to service of process in any such proceeding anywhere in the world
in a manner consistent with Rule 4 of the Federal Rules of Civil Procedure or in a
manner consistent with the applicable Law of the jurisdiction in which process is
served;




     (iii) agrees that each state and federal court located in the State of Delaware
shall be deemed to be a convenient forum;




     (iv) waives and agrees not to assert (by way of motion, as a defense or
otherwise), in any such legal proceeding commenced in any state or federal court
located in the State of Delaware, any claim that such party is not subject personally
to the jurisdiction of such court, that such legal proceeding has been brought in an
inconvenient forum, that the venue of such proceeding is improper or that this
Agreement or the subject matter hereof or thereof may not be enforced in or by such
court; and




     (v) agrees to the entry of an order to enforce any resolution, settlement, order
or award made pursuant to this Section 12.10 by the state and federal courts
located in the State of Delaware and in connection therewith hereby waives, and
agrees not to assert by way of motion, as a defense, or otherwise, any claim that
such resolution, settlement, order or award is inconsistent with or violative of the
laws or public policy of the laws of any other jurisdiction.




     (c) In the event of any legal action or other legal proceeding relating to this
Agreement or the enforcement of any provision of this Agreement, the prevailing party
shall
be entitled to payment by the non-prevailing party of all costs and expenses
(including
reasonable attorneys’ fees) incurred by the prevailing party, including any cost and
expenses



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incurred in connection with any challenge to the jurisdiction or the convenience or
propriety of venue of proceedings before any state or federal court located in the State
of Delaware.



     12.11 Remedies Cumulative; Specific Performance. Except as provided in Sections
9.2, 10.5
and 12.7, the rights and remedies of the Parties hereto shall be cumulative (and not
alternative). Each of
the Parties acknowledges that the Parties will be irreparably damaged (and damages at law
would be an
inadequate remedy) if this Agreement is not specifically enforced. Except as contemplated by
Section
9.2, the Parties agree that: (a) in the event of any breach or threatened breach by
any Party of any
covenant, obligation, or other provision set forth in this Agreement, the other parties shall
be entitled (in
addition to any other remedy that may be available to it) to (i) a decree or order of specific
performance or
mandamus to enforce the observance and performance of such covenant, obligation or other
provision and
(ii) an injunction restraining such breach or threatened breach and (b) no Party shall be
required to
provide any bond or other security in connection with any such decree, order, or injunction or in
connection with any related action or Proceeding.



     12.12 Waiver in Writing.




     (a) No failure on the part of any Party to exercise any power, right, privilege, or
remedy under this Agreement, and no delay on the part of any Party in exercising any
power,
right, privilege, or remedy under this Agreement, shall operate as a waiver of such
power,
right, privilege, or remedy; and no single or partial exercise of any such power,
right,
privilege, or remedy shall preclude any other or further exercise thereof or of any
other
power, right, privilege, or remedy.




     (b) No Party shall be deemed to have waived any claim arising out of this
Agreement, or any power, right, privilege or remedy under this Agreement, unless the
waiver
of such claim, power, right, privilege, or remedy is expressly set forth in a written
instrument
duly executed and delivered on behalf of such Party; and any such waiver shall not be
applicable or have any effect except in the specific instance in which it is given.



     12.13 Construction.




     (a) Each Party acknowledges that it has participated in the drafting of this
Agreement, and, as a result, the Parties agree that any rule of construction to the
effect that
ambiguities are to be resolved against the drafting Party shall not be applied in the
construction or interpretation of this Agreement.




     (b) The headings contained in this Agreement; any Appendix, Exhibit, or
Schedule attached to this Agreement; the Disclosure Schedule; and in the table of
contents to
this Agreement are for reference purposes only and shall not affect in any way the
meaning or
interpretation of this Agreement. Any capitalized terms used in any Appendix,
Exhibit,
Schedule, or the Disclosure Schedule but not otherwise defined therein, shall have
the
meaning as defined in this Agreement.



[The remainder of page intentionally left blank.]







-73-









 








     The parties have duly executed this Agreement as of the date first written above.



	 	 	 	 	 
	 	PARENT:



ZAYO GROUP, LLC,

a Delaware limited liability company

 	 
	 	By:  	/s/ Kenneth desGarennes
 	 
	 	 	Name:  	Kenneth desGarennes 	 
	 	 	Title:  	Vice President and Chief Financial Officer 	 
	 
	 	 	 
	 	By:  	                                    /s/ Scott Beer
 	 
	 	 	Name:  	Scott Beer 	 
	 	 	Title:  	Vice President and General Counsel 	 
	 
	 	MERGER SUB:



ZAYO AFS ACQUISITION COMPANY, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ Kennneth desGarennes
 	 
	 	 	Name:  	Kennneth desGarennes 	 
	 	 	Title:  	Chief Financial Officer and Treasurer 	 
	 
	 	 	 
	 	By:  	                                    /s/ Scott Beer
 	 
	 	 	Name:  	Scott Beer 	 
	 	 	Title:  	Secretary 	 
	 
	 	THE COMPANY:



AMERICAN FIBER SYSTEMS HOLDING CORP.,

a Delaware corporation
 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	David G. Rusin 	 
	 	 	Title:  	Chief Executive Officer 	 
	 



[Signatures Continue on Following Page]




[Signature Page to Agreement and Plan of Merger]



 









 






     The parties have duly executed this Agreement as of the date first written above.



	 	 	 	 	 
	 	PARENT:



ZAYO GROUP, LLC,

a Delaware limited liability company

 	 
	 	By:  	
 	 
	 	 	Name:  	Kenneth desGarennes 	 
	 	 	Title:  	Vice President and Chief Financial Officer 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Scott Beer 	 
	 	 	Title:  	Vice President and General Counsel 	 
	 
	 	MERGER SUB:



ZAYO AFS ACQUISITION COMPANY, INC.,
 a Delaware corporation

 	 
	 	By:  	 	 
	 	 	Name:  	Kennneth desGarennes 	 
	 	 	Title:  	Chief Financial Officer and Treasurer 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	Scott Beer 	 
	 	 	Title:  	Secretary 	 
	 
	 	THE COMPANY:



AMERICAN FIBER SYSTEMS HOLDING CORP.,
 a
Delaware corporation

 	 
	 	By:  	/s/ David G. Rusin
 	 
	 	 	Name:  	David G. Rusin 	 
	 	 	Title:  	Chief Executive Officer 	 
	 



[Signatures Continue on Following Page]




[Signature Page to Agreement and Plan of Merger]



 









 





	 	 	 	 	 
	 	EQUITYHOLDER REPRESENTATIVE:

 	 
	  	/s/ Robert E. Ingalls, Jr.
 	 
	 	Robert E. Ingalls, Jr. 	 
	 	 	 	 
	 



[Signature Page to Agreement and Plan of Merger]





 











 





Appendix A




Definitions


Capitalized terms and other terms used in this Agreement have the following respective
meanings:




          “280G Approval” is defined in Section 7.12(a).




          “280G
Materials” is defined in Section 7.12(b).




          “280G Waiver” is defined in
Section 7.12(a).




          “Accounting Referee” is defined in Section
3.7(c)(ii).




          “Acquired Companies” is defined in the Recitals.




          “Acquisition Proposal” means of any proposal or offer (whether or not binding) from
any Person or group acting in concert relating to any direct or indirect acquisition or purchase of
10% of assets of the Company and its Subsidiaries, taken as a whole, or 10% of any class of equity
securities of the Company or any of its Subsidiaries then outstanding, any tender offer or exchange
offer that if consummated would result in any Person beneficially owning 10% of any such class of
such equity securities, and any merger, consolidation, business combination, recapitalization,
liquidation, dissolution, or similar transaction involving the Company or any of its Subsidiaries,
other than the transactions contemplated by this Agreement.




          “Additional Merger Consideration” is defined in Section 3.3(b).




          “Affiliate” means, (a) with respect to a Person, any other Person that directly or
indirectly, through one or more intermediaries, controls, is controlled by or is under common
control with such Person, and (b) with respect to a natural person, also any Related Party of such
natural person. As used in this definition, the word “control” means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and policies of a
Person, whether through ownership of voting securities, by contract, or otherwise; provided, that
for purposes of this Agreement, no Acquired Company shall be deemed an Affiliate of Parent or
Merger Sub. USC shall not be considered an Affiliate of any Acquired Company or any Related Party
of any Acquired Company.




          “Affiliate Transactions” is defined in
Section 5.31.



          
“Affiliated
Person” is defined in Section 5.31.




          “AFS” means American Fiber Systems, Inc., a Delaware corporation and a wholly owned
subsidiary of the Company.




          “Agreement” is defined in the opening paragraph of this Agreement.




          “Allocation Schedule” means the schedule that is to be delivered by
the Company pursuant to Section 7.9(a) that sets forth the following:




          (a) each Equityholder’s name;




Appendix A - Page 1









 






          (b) each Equityholder’s current mailing address (or, if unknown after
taking reasonable attempts to identify, the most recent address known by the Company);




          (c) for each Stockholder, the stock certificate number and the number of shares of
each class and series of Company Capital Stock held by such Stockholder immediately
prior to the Effective Time;




          (d) for each Optionholder, (i) the number of shares of Company Common Stock into
which such Optionholder’s Company Stock Options would be exercisable immediately prior to
the Effective Time, (ii) the exercise price for each Company Stock Option; and (iii) the
Exercise
Payment Amount for such Optionholder;




          (e) for each Warrantholder, the number of shares of Company Common Stock or
Series E Stock such Warrantholder is entitled to purchase upon exercise of the Company
Warrant
and the aggregate exercise price therefor;




          (f) for each class or series of Company Capital Stock, Company Stock Options, or
Company Warrants held by each Equityholder, such Equityholders’ (i) Series A Preference
Proportionate Share, Series B Preference Proportionate Share, Series C Preference
Proportionate
Share, Series D Preference Proportionate Share, Series E Preference Proportionate Share
and
Series F Preference Proportionate Share, as applicable, and (ii) Fully Diluted
Proportionate Share;




          (g) for each Equityholder, the amount, if any, of Taxes required to be withheld from
the Merger Consideration in accordance with Section 3.5(d); and




          (h) for each Equityholder, the amount of the Net Cash Closing Payment such
Equityholder will be entitled to receive in accordance with Section 3.4.



Parent shall have no liability for any of the information set forth on the Allocation Schedule and
shall be obligated only to make payment to the Paying Agent or Equityholder Representative, as
applicable, as set forth in this Agreement.




          “Assumed Capital Lease Amount” is defined in Section
3.2(b)(ii)(E).




          “Assumed Capital Leases” is defined in the
definition of “Indebtedness.”




          “Balance Sheet” is defined in Section 5.5(a).




          “Bankruptcy Event” means, with respect to a Person, the occurrence of any of the
following acts or events: (a) making an assignment for the benefit of creditors; (b) filing a
voluntary petition in bankruptcy; (c) becoming the subject of an order for relief or being
declared insolvent or bankrupt in any federal or state bankruptcy or insolvency proceeding; (d)
filing a petition or answer seeking a reorganization, arrangement, composition, readjustment,
liquidation, dissolution, or similar relief under any Law; (e) filing an answer or other pleading
admitting or failing to contest the material allegations of a petition filed against it in a
proceeding of the type described in clause (c) or (d) of this definition; (f)
making an admission in writing of an inability to pay debts as they mature; (g) giving notice to
any governmental authority that insolvency has occurred, that insolvency is pending, or that
operations have been suspended; (h) seeking, consenting to, or acquiescing in the appointment of a
trustee, receiver, or liquidator of all or any substantial part of its properties; or (i) the
commencement of a Proceeding against such Person seeking reorganization, arrangement, composition,
readjustment, liquidation, dissolution, or similar relief under any Law if the Proceeding is not
dismissed within 90 days.







Appendix A - Page 2









 







or the appointment, without such Person’s consent or acquiescence, of a trustee, receiver, or
liquidator of such Person or of all or any substantial part of such Person’s properties, if the
appointment is not vacated or stayed within 90 days.




          “Benefit Plan” means any written employment agreement, pension plan, profit sharing
plan, retirement plan, nonqualified deferred compensation plan as defined under Code § 409A, other
deferred compensation, cafeteria plan as defined under Code § 125, leave of absence, layoff,
dependent care, legal services, vacation pay and holiday pay policies, severance arrangements or
policies, bonus, stock option, stock purchase, stock appreciation rights, phantom stock, stock
grants and other incentive compensation plans and policies, life, health, dental, vision,
accident, disability, worker’s compensation or other insurances, change in control, retention,
severance, separation and any other employee benefit or fringe benefit plan, program or
arrangement covering any Employee or the beneficiaries or dependents of any Employee, including
any Welfare Plan and any Pension Plan.




          “Business Day” means any day other than a Saturday, Sunday, or a day on which banks
in Colorado and New York are authorized or obligated to close.




          “Cash” means cash and cash equivalents (including marketable securities and
short-term investments), but excluding Investment Assets.




          “Certificate of Merger” is defined in
Section 2.2




          “Certificates” is defined in Section 3.5(a).




          “Claim” means any right, claim, refund, causes of action, chose in action, right of
recovery, right of set-off, or right of recoupment, including (a) rights, claims, and causes of
action arising under insurance policies; (b) rights to assert claims, now or in the future, whether
known or unknown, along with any and all recoveries by settlement, judgment, or otherwise in
connection with any such claims; and (c) rights, claims, and causes of action under guarantees,
warranties, indemnities, and similar rights.




          “Claim Notice” is defined in Section 10.1(e).




          “Closing” is defined in Section 2.6.




          “Closing Balance Sheet” is defined in Section 3.7(a).




          “Closing Date” is defined in Section 2.6.




          “Closing Deductions” is defined in Section 3.2(b)(ii).




          “Closing Indebtedness Payoff Amount” means the amount necessary to reduce the
Indebtedness of the Acquired Companies at Closing to zero dollars.




          “Closing Merger Consideration” is defined in Section 3.2(a).




          “Closing Working Capital” means, the Company Working Capital, as of the Closing Date.




          “COBRA” is defined in Section 5.25(d).




          “Code” means the U.S. Internal Revenue Code of 1986.








Appendix A - Page 3









 








          “Comerica Warrant Cancellation” is defined in Section
3.5(b)(iii).




          “Commercially Reasonable Efforts” means the commercially reasonable efforts that a
prudent Person that desires to achieve a result would use in similar circumstances to achieve that
result; provided, however, that a Person required to use its Commercially Reasonable Efforts shall
not be required to take actions that would result in a material adverse change in the benefits to
such Person under this Agreement and the Contemplated Transactions, to commence any litigation or
offer or grant any material accommodation (financial or otherwise) to any third party.




          “Common Stock Letter of Transmittal” is defined in Section 3.5(a).




          “Common Stock Warrants” is defined in the Recitals.




          “Common Stockholder Joinder Agreement” is defined in Section 8.3(c).




          “Common Warrantholder” means each Warrantholder holding Common Stock Warrants.




          “Communications Act” is defined in Section 7.8(b).




          “Communications Licenses” is defined in Section 5.29(d).




          “Company” is defined in the opening paragraph to this Agreement.




          “Company Benefit Plan” means each Benefit Plan that, as of the date of this Agreement,
(a) is maintained, contributed to, or administered by the Company or an ERISA Affiliate; (b) is
required to be maintained, contributed to or administered by the Company or an ERISA Affiliate; (c)
under which the Company or any ERISA Affiliate has or may incur any Liability; or (d) covers or
covered any Employee or former Employee of the Company or any ERISA Affiliate.




          “Company Books and Records” means, with respect to each Acquired Company, originals
(or, to the extent originals are required by Law to be retained, copies, whether written,
facsimile, electronic, or in any other form) of: all customer and vendor lists, files, and
documents (including credit information) relating to customers and vendors (in each case, past,
resent, and prospective), and all other business, personnel, and financial budgets, forecasts,
ledgers, journals, title policies, papers, records, files, books, correspondence, lists, plats,
architectural plans, technical documentation, drawings, specifications, creative materials,
advertising and promotional materials, regulatory filings, operating data and plans, studies,
reports, instruments, documents, microfilms, photographs, and other printed or written materials,
historical files and archives, including accounting and financial records. Tax records and
documents, service, maintenance, and warranty records, equipment logs, environmental records,
medical bills and records, referral sources, analytical data, research and reports, production and
development reports, correspondence with any Governmental Authority, site evaluations, notices of
claims or demands by third parties, records of compliance or noncompliance with any Laws, (in all
cases, in any form or medium).




          “Company Capital Stock” means the Company Common Stock and the Company Preferred
Stock.




          “Company Charter” means the Fifth Amended and Restated Certificate of Incorporation
of the Company filed with the Secretary of State of the State of Delaware on May 29, 2008.




          “Company Common Stock” means the Common Stock of the Company par value $0.0001 per
share, issued and outstanding immediately prior to the Effective Time.









Appendix A - Page 4









 








          “Company Employee Bonus Plans” means the AFS Executive Bonus 2010 Plan, 2010 Sr.
Vice President Sales & Marketing Bonus Plan, 2010 Employee Bonus Plan (Commissioned Employees) and
the 2010 Employee Bonus Plan (Non-Commissioned Employees).




          “Company Employee Retention Plan” is defined in Section
3.2(b)(ii)(B).




          “Company Fundamental Covenants” is defined in
Section 10.2(a).




          “Company Fundamental Representations” is
defined in Section 10.1(a)(i).




          “Company Indemnifiable Matter” is defined in Section 10.2(a).




          “Company IP Asset” means any material IP Asset (or portion thereof) (a) owned or
licensed by any Acquired Company or (b) utilized in the conduct of the business of any Acquired
Company in the manner as currently conducted, including the development, manufacture, marketing,
performance, license, sale or other use of any product, service or other offering developed,
manufactured, marketed, distributed, licensed, sold, rendered, provided, offered, or performed by
any Acquired Company.




          “Company Option Plan” is defined in Section 5.2(d).




          “Company Preferred Stock” means, collectively, the Series A Stock, the Series B
Stock, the Series C Stock, the Series D Stock, the Series E Stock and the Series F Stock, in each
case issued and outstanding immediately prior to the Effective Time.




          “Company Privacy Obligations” is defined in Section
5.28(b).




          “Company Privacy Policies” is defined in Section 5.28(a).




          “Company Software” means all Software, other than off-the-shelf software, (a) owned or
licensed by any Acquired Company or (b) utilized in the conduct of the business of any Acquired
Company, in any manner, as currently conducted or as proposed to be conducted.




          “Company Stock Options” is defined in the
Recitals.




          “Company Subsidiaries” is defined in
the Recitals.




          “Company Systems” means the computer, communications, network, information
technology, testing, monitoring, security, data center, and other systems used, owned, licensed,
leased, operated, or otherwise held for use by or on behalf of any Acquired Company, other than
assets referred to in Section 5.13.




          “Company Transaction Expenses” means all Transaction Expenses incurred or otherwise
payable by any Acquired Company.




          “Company Warrants” is defined in the Recitals.




          “Company Working Capital” means, as of a specific date, the Company’s working capital
determined on a consolidated basis including only the line items reflected in Schedule 3.7
and in a manner consistent with that in which each such line item was determined on the Interim
Balance Sheet; provided that if the Company’s capital expenditures (measured by invoices received)
between the date of this Agreement and the Closing Date are less than the amount set forth on
Schedule 3.7, Company Working






Appendix A - Page 5









 







Capital shall be decreased dollar-for-dollar by an amount equal to the short fall; and further
provided that if the Company’s accounts receivable as of the Closing Date are higher than the
amount set forth on Schedule 3.7, Company Working Capital shall be increased
dollar-for-dollar by an amount equal to the excess. Any capital expenditure shortfall will be
netted against any accounts receivable excess in determining whether any adjustment to Company
Working Capital is required.




          “Confidentiality Agreement” means the Confidentiality Agreement, dated as of July 14,
2009, between Parent and AFS.




          “Consent or Approval” means, with respect to a Person, any (a) consent, approval,
notice, license, order, or authorization of or to any other Person; (b) release that such Person
is required to obtain of any Encumbrance, or (c) waiver that such Person is required to obtain, in
each case without regard to any cure period, requirement to provide notice, requirement that time
elapse or any combination of the foregoing.




          “Contemplated Transactions” means the Merger and the other transactions and
obligations contemplated by or provided for by this Agreement or any of the other Transaction
Documents.




          “Contract” means, with respect to any Person, any agreement, contract, instrument,
note, mortgage, bond, loan, indenture, guaranty, option, indemnity, representation, warranty,
deed, assignment, power of attorney, certificate, sale or purchase order, work order, insurance
policy, lease, license, commitment, covenant, indemnity, or undertaking, understanding, or
arrangement of any kind or nature to which such Person is a party, by which it or its assets are
bound or subject or under which it has any current or future Liability.




          “Copyright” means any registered or material unregistered copyright in either
published and unpublished works, rights in mask works and mask works applications.




          “D&O Insurance” is defined in Section 7.22(a).




          “Damages” means, with respect to any Person at the time of determination, any damage,
injury, Liability, Claim, demand, settlement, Judgment, fine, penalty, Tax, Encumbrance, fee
(including any reasonable legal fee, expert fee, accounting fee, or advisory fee), charge,
disbursement, Remediation, cost, expense (including any cost of investigation, penalty, or expense
of any nature) or other loss suffered or incurred by such Person, including special, indirect or
consequential damages payable to a third party, but excluding any special, indirect or
consequential damages of a Party or any punitive or exemplary damages. For purposes of determining
the amount of any Damages, any qualifications in the representations, warranties and covenants with
respect to a “Material Adverse Effect”, materiality, material, or similar terms shall be
disregarded and will not have any effect with respect to the calculation of the amount of any
Damages.




          “Deposit” is defined in Section 5.14.




          “Derivative Instrument” means (a) any currency swap agreement, option contract,
future contract, option on futures contract, spot or forward contract, or other agreements to
purchase or sell currency or any other arrangement entered into by a Person to hedge such Person’s
exposure or to speculate on movements in rates of exchange of currencies; (b) any interest rate
swap, option contract, futures contract, options on futures contract, cap, floor, collar, or any
other similar derivative financing instrument entered into by a Person to hedge such Person’s
exposure to or to speculate on movements in interest rates; (c) any forward purchase, forward sale,
put option, synthetic put option, call option, collar,







Appendix A - Page 6









 







or any other arrangement relating to commodities entered into by a Person to
hedge such Person’s exposure to or to speculate on commodity prices; and (d) any
other derivative transaction or hedging arrangement of any type or nature whatsoever
that is the subject at any time of trading in the over-the-counter derivatives
market.




          “DGCL” is defined in the Recitals.




          “Disclosure Schedule” means the schedule attached to this Agreement and
referred to herein as “Disclosure Schedule” that are referenced in the Company’s
representations, warranties, and covenants set forth in this Agreement. The Company
shall have sole responsibility for the preparation of the Disclosure Schedule and the
information contained in the Disclosure Schedule.




          “Effective Time” is defined in Section 2.2.




          “Employee” means any individual (including common-law employees,
independent contractors, and individual consultants) who (a) as of the Closing Date,
is actively employed by any Acquired Company, and (b) but for the fact that such
individual is on Leave, would otherwise be actively employed by any Acquired
Company.




          “Encumbrances” means any mortgage, assessment, deed of trust, security
interest, charge, easement, servitude, right of way, pledge, negative pledge, proxy,
voting trust or agreement, lien (for Taxes or any other Indebtedness), levy, option,
warrant to purchase, right of possession or use, lease, sublease, tenancy, license,
equitable interest, encroachment, right of first option, right of first refusal or
offer, preemptive right or similar restriction, defect, impairment, imperfection of
title, or encumbrance of any kind, including any conditional sales Contract, title
retention Contract, or other Contract to give any of the foregoing, restriction on
voting (in the case of any security or equity interest), transfer, receipt of income,
or exercise of any other attribute of ownership or filed financing statement under
the Law of any jurisdiction.




          “Entity” means any firm, corporation, partnership, limited liability
company, trust, joint venture, or other non-governmental entity.




          “Entity Representative” means, with respect to a Person, such Person’s
directors, managers, partners, members, trustees, officers, employees, and agents.




          “Environment” means soil, land surface, or subsurface strata, surface
waters (including navigable waters and ocean waters), groundwaters, drinking-water
supply, stream sediments, ambient air (including indoor air), plant and animal life
and any other environmental medium or natural resource.




          “Environmental Law” means any present requirement under any Law that
requires or relates to: (a) advising appropriate authorities, employees, or the
public of any intended or actual Release of Hazardous Materials, violations of
discharge limits or other prohibitions and the commencement of activities, such as
resource extraction or construction, that could have significant impact on the
Environment; (b) preventing or reducing to acceptable levels the Release of Hazardous
Substances into the Environment; (c) reducing the quantities, preventing the Release
or minimizing the hazardous characteristics of wastes that are generated; (d)
assuring that products are designed, formulated, packaged, and used so that they do
not present unreasonable risks to human health or the Environment when used or
disposed of; (e) protecting resources, species or ecological amenities; (f) reducing
to acceptable levels the risks inherent in the transportation of any Hazardous
Material or other potentially harmful substance;
(g) cleaning up Hazardous Substances that have been Released, preventing the Threat of
Release or paying the costs of such clean up or prevention; (h) making responsible
parties pay private parties, or







Appendix A - Page 7









 







groups of them, for damages done to their health, property, or the Environment or permitting
self-appointed representatives of the public interest to recover for injuries done to public
assets; (i) the authority of any Governmental Entity regulating, or creating any liability for,
Hazardous Substances, including but not limited to the following U.S. federal acts: Comprehensive
Environmental Response, Compensation and Liability Act; Solid Waste Disposal Act; Clean Air Act;
Clean Water Act; Toxic Substances Control Act; Hazardous Materials Transportation Act; Occupational
Safety and Health Act; Oil Pollution Act; Endangered Species Act; Emergency Planning and Community
Right-to-Know Act; Resource Conservation and Recovery Act; Federal Insecticide, Fungicide and
Rodenticide Act; and their state counterparts; and (j) the protection or preservation of public
health or the Environment.




          “Equity Security” means (a) any common, preferred, or other capital stock, limited
liability company interest, or membership interest, partnership interest, or similar security; (b)
any warrants, options, or other rights to, directly or indirectly, acquire any security described
in clause (a); (c) any security or instrument convertible or exchangeable directly or
indirectly, with or without consideration, into or for any security described in clauses
(a) through (b) above or another similar security (including convertible notes); and (d) any
security carrying any warrant or right to subscribe for or purchase any security described in
clauses (a) through (c) above or any similar security.




          “Equityholder” means each Stockholder, Warrantholder or
Optionholder.




          “Equityholder Indemnity” is defined in
Section 10.3(a).




          “Equityholder Representative” is defined in the opening paragraph of this
Agreement.




          “ERISA” means the Employee Retirement Income Security Act of 1974.




          “ERISA Affiliate” means each entity that is treated as a single employer with the
Company for purposes of Code § 414.




          “Exchange Act” means the Securities Exchange Act of 1934, as amended.




          “Exchange Fund” is defined in Section 3.3(a).




          “Exercise Payment Amount” is defined in Section 3.4(d)(i)(A).




          “FCC” is defined in Section 5.29(d).




          “Financial Statements” is defined in Section 5.5(a).




          “Fully Diluted Proportionate Share” means, for each Equityholder, the proportionate
share set forth next to such Person’s name on the Allocation Schedule under the heading “Fully
Diluted Proportionate Share.”




          “Funds Flow Memo” is defined in Section 8.3(b).




          “GAAP” means United States generally accepted accounting principles in effect from time to
time.




          “Governmental Authorization” means any Consent or Approval of any
Governmental Entity.





Appendix A - Page 8









 








          “Governmental Entity” means any federal, state, local, tribal, or
foreign government or any court of competent jurisdiction, administrative or
regulatory body, agency, bureau, commission, governing body of any national
securities exchange, or other governmental authority or instrumentality in any
domestic or foreign jurisdiction and any appropriate division of any of the
foregoing.




          “Gross
Cash Consideration” is defined in Section 3.2(b)(i).




          “Hazardous Substance” means: (a) any petroleum, waste oil, crude oil,
asbestos, urea formaldehyde or polychlorinated biphenyl; (b) any waste, gas, or
other substance or material that is explosive or radioactive; and (c) any “hazardous
substance,” “pollutant,” “contaminant,” “hazardous waste,” “regulated substance,”
“hazardous chemical” or “toxic chemical” as designated, listed, or defined (whether
expressly or by reference) in any Environmental Law (including CERCLA and any other
so called “superfund” or “superlien” law and the respective regulations promulgated
thereunder).




          “Horizon Warrant Cancellation” is defined in Section 3.5(b)(ii).




          “HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.




          “Income Tax” means any federal, state, local, foreign or any other Tax
based on or measured by reference to net income, including any interest, penalty, or
addition thereto, whether or not disputed.




          “Income Tax Return” means any Tax Return relating to Income Tax.




          “Indebtedness” of any Person means, without duplication, (a) all obligations of such
Person created, issued, or incurred for borrowed money (whether by loan, the issuance and sale of
debt securities, or the sale of property to another Person subject to an understanding or
agreement, contingent or otherwise, to repurchase such property from such other Person and
including overdraft facilities); (b) all obligations of such Person evidenced by a promissory
note, bond or debenture; (c) the then-drawable stated amount of and, without duplication, all
reimbursement obligations of such Person under letters of credit or bank guaranty issued or
accepted by banks and other financial institutions; (d) all obligations of such Person under any
Derivative Instrument; (e) all accumulated dividends or distributions of such Person, whether or
not declared; (f) the principal amount of all obligations under or in respect of leases required
to be capitalized under GAAP, other than those capital leases set forth on Schedule 1-B
(such leases, the “Assumed Capital Leases”); and (g) all obligations of another
Person of the types listed in clauses (a) through (f) above, payment of which is
guaranteed by, or secured by Encumbrances on the
property of (with respect to Encumbrances, to the extent of the value of property pledged
pursuant to such
Encumbrances if less than the amount of such obligations), such Person.




          “Indemnifiable Matter” means a Company Indemnifiable Matter or a Parent
Indemnifiable Matter.




          “Indemnified Person” is defined in
Section 10.5.




          “Information
Statement” is defined in Section
7.13(b).




          “Insurance Policies” is
defined in Section 5.22(a).




          “Interim
Balance Sheet” is defined in Section
5.5(a).




          “Interim Balance Sheet Date”
is defined in Section 5.5(a).





Appendix A - Page 9








 





          “Inventory” of any Person means, without duplication, (a) all finished goods
inventory of such Person; (b) all raw materials, work-in-process, spare parts, packaging, labels,
supplies, and other inventory of any kind owned, used or held for use, maintained, or stored by or
on behalf of such Person in connection with the production of finished goods; and (c) any and all
rights to the warranties received from suppliers with respect to such inventory and related claims,
credits, rights of recovery, and set off with respect thereto.




          “Investment Asset” means, with respect to a Person, any asset of such Person
constituting a debenture, note, other evidences of Indebtedness, Equity Security (including any
right to purchase or acquire any Equity Security and any Equity Securities or other right or
instrument convertible into or exchangeable for any Equity Security), interest in an
unincorporated joint venture, and other investment or portfolio asset (including any interest in
Real Property held for investment purposes, but excluding Cash and Receivables).




          “IP Asset” means any intellectual property, industrial property, and any other
proprietary rights created under the Laws of any jurisdiction throughout the world, including all
Marks, Patents, Copyrights, and Trade Secrets, any applications for registration and registrations
of the foregoing property and the foregoing rights (whether pending, existing, abandoned, or
expired) and any physical embodiments of the foregoing property and the foregoing rights.




          “IRU”
is defined in Section 5.11(q).




          “JE Indemnity Allocation Schedule” is defined in Section 8.3(o).




          “Joinder Agreement” means a Preferred Stockholder Joinder Agreement or a Common
Stockholder Joinder Agreement.




          “Joined Equityholders” is defined in Section 10.2(a).




          “Judgment” means any: order, judgment, injunction, edict, decree, ruling,
stipulation, determination, decision, opinion, verdict, sentence, writ, or award issued, made,
entered, rendered, or otherwise put into effect by or under the authority of any court,
administrative agency, or other Governmental Entity or any arbitrator or arbitration panel (in
each case, whether preliminary or final).




          “Knowledge of the Company” and other phrases of like substance means, with respect to
a fact or other matter, the actual knowledge of David G. Rusin, Gita Ramachandran, Michael
D’Angelo, Bruce Frankiewich, David Danchak and Richard Coyle after due inquiry into the fact or
matter represented or warranted.




          “Labor and Employment Laws” is defined in Section 5.26(e)(i).




          “Law” means, with respect to any Person, any federal, state, local, municipal,
foreign, tribal, or other law, statute, legislation, constitution, principle of common law,
resolution, ordinance, code, proclamation, treaty, convention, rule, regulation, proposed
regulation, listing standard, directive, requirement, specification, executive decree, or Judgment
or interpretation that is, has been, or may in the future be issued, enacted, entered, adopted,
passed, approved, promulgated, made, enforced, implemented, rendered, or otherwise put into
effect, whether legislative, municipal, administrative, or judicial in nature, by or under the
authority of any Governmental Entity that applies to
such Person, its business and its
properties.




          “Leased Real Property” is defined in Section
5.16(b).









Appendix A - Page 10









 











          “Leased Tangible Personal Property” is defined in Section 5.15(b)(i).




          “Leave” means the absence from active employment as of the Closing Date on account of
vacation, ordinary sick leave reasonably expected to result in an absence of short duration,
short-term disability leave, medical leave, long-term disability leave, administrative leave,
military leave, or any other type of leave that entitles the individual to reinstatement upon the
completion of the applicable leave based on the policies of the employing Acquired Company.




          “Letter of Transmittal” means a Preferred Stock Letter of Transmittal or a Common
Stock Letter of Transmittal, as applicable.




          “Liability” means, with respect to any Person, any liability or obligation of any
nature whatsoever of such Person required by GAAP to be accrued on the financial statements of
such Person.




          “License-In Contract” means any Contract under which any Acquired Company has
acquired, obtained, held, or otherwise been granted any license, permission, or any other right
to utilize or otherwise exploit any IP Asset (whether directly or as a service).




          “License-Out Contract” means any Contract under which any Acquired Company has
licensed, permitted, or otherwise granted any right to any Person to utilize or otherwise exploit
any IP Asset (whether directly or as a service).




          “Licensed-In IP” means the licenses, permissions, or other rights to any IP Assets
acquired, obtained, held, or otherwise granted to any Acquired Company under or through a
License-In Contract.




          “LTOP” is defined in Section 5.18(e).




          “Mark” means (a) any registered or unregistered trademark, service mark, trade name,
or fictitious business name (including any corporate name, logo, trade dress, slogan, and product
name); and (b) the goodwill associated therewith, and all Internet web sites, Internet domain
names, uniform resource locators and keywords, and purchased search terms.




          “Material Adverse Effect” means any effect, event, change, development, circumstance,
or occurrence that either individually or in the aggregate with all other such effects, events,
changes, developments, circumstances, or occurrences, has or results in any material adverse
effect, regardless of durational significance, on or to (a) the financial condition or otherwise,
results of operations, business, properties or assets of the Company and its Subsidiaries taken as
a whole; provided, however, that no such change attributable directly and demonstrably to (x) acts
of terrorism or (y) conditions generally affecting the industries in which the Company operates or
affecting the global or U.S. economy or financial markets as a whole, so long as such change does
not adversely impact the Company or its business in a materially disproportionate manner, in and of
itself, (z) changes in Law or applicable accounting regulations or principles or interpretations
thereof, (aa) an outbreak or escalation of hostilities or war (whether or not declared) or any
natural disasters or any national or international calamity or crisis, (bb) the announcement or
pendency of this Agreement or the Contemplated Transactions, or the consummation of the
Contemplated Transactions or (cc) actions taken by an Acquired Company pursuant to this Agreement,
either alone or in combination, shall be deemed to constitute a
Material Adverse Effect.




          “Material Consents” is defined in Section 7.15(a).






Appendix A - Page 11









 








          “Material Contracts” is defined in Section 5.18(a).




          “Material Governmental Authorizations” is defined in Section 7.8(a).




          “Merger” is defined in the Recitals.




          “Merger Consideration” is defined in Section 3.1.




          “Merger Sub” is defined in the opening paragraph of this Agreement.




          “Net
Cash Closing Payment” is defined in
Section 3.2(b).




          “Net Common Distribution” is defined in Section 3.3(a)(vii).




          “NLRB”
is defined in Section 5.26(e)(ii).




          “Objection Notice” is defined in Section 3.7(b).




          “Open Source Materials” means any Software or other materials licensed, obtained,
distributed, or otherwise subject to or made available under any: (a) open source, public source,
or freeware license or business model, or any version, modification or derivative thereof,
including any software licensed pursuant to the GNU general public license (GPL), GNU lesser
general public license (LGPL), or any other “copyleft” or other open source license; or (b)
license that purports to, could or does (i) require or condition the use, modification or
distribution of the Software on the disclosure, licensing or distribution of the Source Code for
any portion of the Software or (ii) otherwise impose any limitation, restriction or condition on
the right or ability to use or distribute the Software, whether for a fee, for commercial purposes
or in any other manner.




          “Option Cancellation” is defined in Section
3.5(b)(i).




          “Optionholders” is defined in the Recitals.




          “Ordinary Course of Business” means, with respect to any Person, any action taken by
such Person consistent in nature, scope, and magnitude with the past practices of such Person and
taken in the ordinary course of the normal, day-to-day operations of such Person.




          “Organizational Documents” means the following documents that are presently in effect,
including any amendments, modifications or supplements thereto: the articles or certificate of
incorporation, formation, organization, or association; general or limited partnership agreement;
limited liability company or operating agreement; bylaws; and other agreements, documents, or
instruments relating to the organization, management, or operation of any Person that is an entity
or relating to the rights, duties, and obligations of the equityholders of any such Person,
including any equityholders’ agreements, voting agreements, voting trusts, joint venture
agreements, registration rights agreements, or similar agreements.




          “Owned Tangible Personal Property” is defined in Section
5.15(a).




          “Parent” is defined in the opening paragraph of this
Agreement.




          “Parent Fundamental Representations” is defined in
Section 10.1(a)(ii).




          “Parent Indemnifiable Matter” is defined in Section
10.3(a).









Appendix A - Page 12









 











          “Parent Indemnitee” is defined in Section 10.2(a).




          “Parent’s Working Capital Statement” is defined in Section 3.7(a).




          “Party” or “Parties” is defined in the opening paragraph to this
Agreement.




          “Patents” means all patents and patent applications (including original applications,
divisionals, continuations, continuations-in-part, re-examinations, extensions, or reissues
thereof).




          “Paying Agent” means Comerica Bank.




          “Paying Agent Agreement” is defined in Section 3.2(b).




          “Pension Plan” means an “employee pension benefit plan” as defined in ERISA §
3(2).




          “Per Share Common Proportion” means the quotient of (a) the number “1”, divided by
(b) the total number of shares of Company Common Stock issued and outstanding as of the Effective
Time.




          “Per Share Option Proportion” means the quotient of (a) the number “1”, divided by
(b) the total number of shares of Company Common Stock issuable upon the exercise of Options
issued and outstanding as of the Effective Time.




          “Per Share Preferred Proportion” means the quotient of (a) the number “1”, divided by
(b) the total number of shares of Company Preferred Stock issued and outstanding as of the
Effective Time.




          “Per Share Proportion” means the quotient of (a) the number “1”, divided by (b) the
total number of shares of Company Capital Stock and shares of Company Common Stock issuable upon
the exercise of Options and Warrants issued and outstanding as of the Effective Time.




          “Per Share Warrant Proportion” means the quotient of (a) the number “1”, divided by
(b) the total number of shares of Company Common Stock issuable upon the exercise of Warrants
issued and outstanding as of the Effective Time.




          “Permit”
means any: permit, license, certificate, franchise, concession, approval,
Consent or Approval, permission, clearance, confirmation, endorsement, waiver, certification,
designation, rating, registration, qualification, or authorization issued, granted, given, or
otherwise made available by or under the authority of any Governmental Entity. “Permit” shall not
include any Right-of-Way.




          “Permitted Encumbrances” means (a) with respect to any Equity Securities of any
Acquired Company, (i) the provisions of the Organizational Documents of such Acquired Company and
(ii) the restrictions on the sale, transfer, pledge, or other disposition of securities provided
in the Securities Act and any state or “blue sky” securities laws; (b) with respect to any other
asset, property, or right, (i) Encumbrances for Taxes that are not yet due and payable or for Taxes
being contested in good faith through appropriate proceedings for which adequate reserves have been
established in accordance with GAAP and (ii) liens arising in the Ordinary Course of business by
operation of Law, including landlord’s mechanic’s, carrier’s, warehousemen’s, materialmen’s,
repairmen’s, employee’s, contractor’s, operator’s and other similar liens to the extent relating to
a Liability that is not yet due or delinquent or is being contested in good faith through
appropriate proceedings for which adequate reserves have been established in accordance with GAAP;
(c) purchase money security interests and encumbrances securing rental payments; (d) Real Estate
encumbrances and other defects or irregularities in title, that would not,






Appendix A - Page 13









 







individually or in the aggregate, reasonably be expected to render title uninsurable or materially
impair the continued use and operation of the assets to which they relate; (e) Encumbrances that
secure obligations that are specifically reflected as liabilities on the Interim Balance Sheet or
Encumbrances specifically described in the notes to the Balance Sheet; and Encumbrances in favor
of the Company’s senior lenders.




          “Permitted Interim Conduct” is defined in Section 7.1(a).




          “Person” means any individual and any Entity.




          “Preferred Stock Letter of Transmittal” is defined in Section 3.5(a).




          “Preferred Stockholder Joinder Agreement” is defined in Section
8.3(c).




          “Proceeding” means any action, arbitration, contest, inquiry, inquest, examination,
appeal, counterclaim, prosecution, hearing, investigation, litigation, or suit (whether civil,
criminal, administrative, judicial, or investigative, whether formal or informal, whether public
or private) commenced, brought, conducted, or heard by or before any Governmental Entity or
arbitrator.




          “Promissory Note” is defined in Section 3.2(a)(ii).




          “Proportionate Share” means, for each Stockholder, Warrantholder and
Optionholder:




          (a) with respect to Company Preferred Stock, the product of (i) the number of shares
of Company Preferred Stock held by such Stockholder; multiplied by (ii) the Per Share
Preferred
Proportion, with such product set forth next to such Stockholder’s name on the Allocation
Schedule under
the heading “Preferred Proportionate Share”;




          (b) with respect to Company Common Stock, the product of (i) the number of shares
of Company Common Stock held by such Stockholder; multiplied by (ii) the Per Share Common
Proportion, with such product set forth next to such Stockholder’s name on the Allocation
Schedule under
the heading “Common Proportionate Share”;




          (c) with respect to Options, the product of (i) the number of Options held by each
Optionholder, multiplied by (ii) the Per Share Option Proportion, with such product set forth
next to such
Optionholder’s name on the Allocation Schedule under the heading “Option Proportionate Share”;
and




          (d) with respect to Warrants, the product of (i) the number of Warrants held by each
Warrantholder, multiplied by (ii) the Per Share Warrant Proportion, with such product set
forth next to
such Warrantholder’s name on the Allocation Schedule under the
heading “Warrant Proportionate
Share”.




          “Real
Estate Encumbrances” means any (a) easements, covenants, rights-of-way, and
other similar restrictions of record; (b) zoning, building, and other similar restrictions; (c)
Encumbrances that have been placed by any developer, landlord, or other third party on property
over which any Acquired Company has easement rights or on any Leased Property and subordination, or
similar agreements relating thereto; and (d) unrecorded easements, covenants, rights-of-way, and
other similar restrictions.




          “Real Property Lease” is defined in Section 5.16(b).









Appendix A - Page 14









 











          “Receivable” means: (a) all trade accounts receivable and other rights to payment
from customers and the full benefit of all security for such accounts or rights to payment,
including all trade accounts receivable representing amounts receivable in respect of goods
shipped or products sold or services rendered to customers; (b) all other accounts or notes
receivable and other rights to payment and the full benefit of all security for such accounts or
notes or rights to payment; and (c) any claims, remedies, and other rights relating to any of the
foregoing.




          “Related Party” means, with respect to a Person, (a) any Affiliate of such Person,
and any direct or indirect beneficial owner (as defined in Rule 13d-3 of the Exchange Act) of 10%
or more of the equity securities or voting securities or other voting interests in such Person;
(b) any member, manager, general partner, director, officer, trustee, executor, receiver,
guardian, or personal representative of such Person or Person described in clause (a)
above or the estate of such Person or any Person described in
clause (a) above; (c) that
is an individual, (i) any individual living with such Person, (ii) the individual’s spouse, or
(iii) any Person related to (A) such Persons within the second degree or (B) any Person described
in clauses (a) and (b) above; and (d) any trust, family partnership, family
limited partnership, family limited liability company, or other entity established for the benefit
of such Person or any Person described in any of clauses (a)
through (c) above.




          “Release” means any release, spill, emission, leaking, pumping, pouring, dumping,
emptying, injection, deposit, disposal, discharge, dispersal, leaching, or migration of any
Hazardous Substances on or into the Environment or into or out of any assets and properties of any
Person.




          “Remedies Exception” means, with respect to enforceability of a Contract against a
Person, such Contract is enforceable against such Person in accordance with such Contract’s terms,
except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights
generally and to general equitable principles.




          “Representative” means, with respect to a Person, such Person’s Entity
Representatives and independent contractors.




          “Required Joined Equityholders” is defined in Section
8.3(c).


          “Requisite Stockholder Approval” is defined
in Section 7.13(a).




          “Response.” “Respond.” “Remediate.” or “Remediation” means
(with correlative meanings) the containment, clean up, removal, mitigation, abatement,
elimination, or control of any Hazardous Material, or any other action required under
Environmental Laws or by a Governmental Entity to remediate, prevent, monitor, or investigate the
Release of a Hazardous Material.




          “Reverse Termination Fee” is defined in Section 9.1(a)(ii)(E).




          “Right-of-Way” means all rights-of-way, private easements and licenses to use real
property.




          “Section 280G Payment” is defined in Section
7.12(a).




          “Securities Act” means the Securities Act of 1933.




          “Series A Preference Amount” means the aggregate amount, determined in accordance with
the rights of the Series A Stockholders under the Company Charter, equal to the product of (a) the









Appendix A - Page 15









 










number of shares of Series A Stock that shall be outstanding immediately prior to the Effective
Time, multiplied by (b) the amount of Merger Consideration allocable to one share of Series A
Stock in accordance with the Company Charter.




          “Series A Preference Proportionate Share” means, for each Series A Stockholder, the
proportionate share set forth next to such Person’s name on the Allocation Schedule under the
heading “Series A Preference Proportionate Share.”




          “Series A Stock” mean the Series A Preferred Stock, par value $0.0001 per share, of
the Company.




          “Series A Stockholders” means each Stockholder holding shares of Series A Stock as of
the Effective Time.




          “Series B Preference Amount” means the aggregate amount, determined in accordance
with the rights of the Series B Stockholders under the Company Charter, equal to the product of
(a) the number of shares of Series B Stock that shall be outstanding immediately prior to the
Effective Time, multiplied by (b) the amount of Merger Consideration allocable to one share of
Series B Stock in accordance with the Company Charter.




          “Series B Preference Proportionate Share” means, for each Series B Stockholder, the
proportionate share set forth next to such Person’s name on the Allocation Schedule under the
heading “Series B Preference Proportionate Share.”




          “Series B Stock” means the Series B Preferred Stock, par value $0.0001 per share, of
the Company.




          “Series B Stockholders” means each Stockholder holding shares of Series B Stock as of
the Effective Time.




          “Series C Preference Amount” means the aggregate amount, determined in accordance
with the rights of the Series C Stockholders under the Company Charter, equal to the product of
(a) the number of shares of Series C Stock that shall be outstanding immediately prior to the
Effective Time, multiplied by (b) the amount of Merger Consideration allocable to one share of
Series C Stock in accordance with the Company Charter.




          “Series C Preference Proportionate Share” means, for each Series C Stockholder, the
proportionate share set forth next to such Person’s name on the Allocation Schedule under the
heading “Series C Preference Proportionate Share.”




          “Series C Stock” means the Series C Preferred Stock, par value $0.0001 per share, of
the Company.




          “Series C Stockholders” means each Stockholder holding shares of Series C Stock as of
the Effective Time.




          “Series D Preference Amount” means the aggregate amount, determined in accordance
with the rights of the Series D Stockholders under the Company Charter, equal to the product
of (a) the
number of shares of Series D Stock that shall be outstanding immediately prior to the
Effective Time,
multiplied by (b) the amount of Merger Consideration allocable to one share of Series D
Preferred Stock
in accordance with the Company Charter.




Appendix A - Page 16









 








          “Series D Preference Proportionate Share” means, for each Series D Stockholder, the
proportionate share set forth next to such Person’s name on the Allocation Schedule under the
heading “Series D Preference Proportionate Share.”




          “Series D Stock” means the Series D Preferred Stock, par value $0.0001 per share, of
the Company.




          “Series D Stockholders” means each Stockholder holding shares of Series D Stock as of
the Effective Time.




          “Series E Preference Amount” means the aggregate amount, determined in accordance
with the rights of the Series E Stockholders under the Company Charter, equal to the product of
(a) the number of shares of Series E Stock that shall be outstanding immediately prior to the
Effective Time, multiplied by (b) the amount of Merger Consideration allocable to one share of
Series E Preferred Stock in accordance with the Company Charter.




          “Series E Preference Proportionate Share” means, for each Series E Stockholder, the
proportionate share set forth next to such Person’s name on the Allocation Schedule under the
heading “Series E Preference Proportionate Share.”




          “Series E Stock” means the Series E Preferred Stock, par value $0.0001 per share, of
the Company.




          “Series E Stockholders” means each Stockholder holding shares of Series E Stock as of
the Effective Time.




          “Series E Warrants” is defined in the Recitals.




          “Series E Warrantholder” means each Warrantholder holding Series E Warrants.




          “Series F Preference Amount” means the aggregate amount, determined in accordance
with the rights of the Series F Stockholders under the Company Charter, equal to the product of
(a) the number of shares of Series F Stock that shall be outstanding immediately prior to the
Effective Time, multiplied by (b) the amount of the Merger Consideration allocable to one share of
Series F Preferred Stock in accordance with the Company Charter.




          “Series F Preference Proportionate Share” means, for each Series F Stockholder, the
proportionate share set forth next to such Person’s name on the Allocation Schedule under the
heading “Series F Preference Proportionate Share.”




          “Series F Stock” means the Series F Preferred Stock, par value $0.0001 per share, of
the Company.




          “Series F Stockholders” means each Stockholder holding shares of Series F Stock as of
the Effective Time.




          “Software” means all computer software and all versions, forms and embodiments
thereof, including all source code, object code, executable code, binary code, files,
objects, comments,
screens, user interfaces, report formats, templates, menus, buttons and icons, and all data,
materials,
manuals, design notes, and other items and documentation related thereto or associated with the
foregoing.









Appendix A - Page 17









 











          “State PUC” means the regulatory body in a particular state that governs public
utilities within said state.




          “Stockholder Action” means: (a) any appraisal proceeding by a Stockholder pursuant to
Section 262 of the DGCL; (b) any action or proceeding brought by Stockholders challenging or
seeking to restrain or prohibit the Contemplated Transactions; or (c) any action or proceeding
brought by any Person asserting that such Person (i) is the holder or the beneficial owner of, or
has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting,
equity, or ownership interest in, any Acquired Company or (ii) is entitled to all or any portion
of the Merger Consideration (other than an Equityholder in accordance with the terms of this
Agreement).




          “Stockholder Approval” is defined in
Section 7.13(a).




          “Stockholders” is
defined in the Recitals.




          “Subsidiary” means, with respect to any Person, any corporation, limited liability
company, partnership, association, or other business entity of which (a) if a corporation, a
majority of the total voting power of shares of stock entitled (without regard to the occurrence
of any contingency) to vote in the election of directors, managers, or trustees thereof is at the
time owned or controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person or a combination thereof or (b) if a limited liability company,
partnership, association, or other business entity (other than a corporation), a majority of the
partnership or other similar ownership interests thereof is at the time owned or controlled,
directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination
thereof and for this purpose, a Person or Persons own a majority ownership interest in such a
business entity (other than a corporation) if such Person or Persons shall be allocated a majority
of such business entity’s gains or losses or shall be or control any managing director or general
partner of such business entity (other than a corporation). The term “Subsidiary” shall include
all Subsidiaries of such Subsidiary. The term “Subsidiary”, as applied to any Acquired Company,
shall not include USC.




          “Surviving Corporation” is defined in Section 2.1.




          “Tail Policies” is defined in Section 7.22(a).




          “Tangible Personal Property” is defined in Section 5.15(a).




          “Tangible Personal Property Lease” is defined in Section 5.15(b)(i).




          “Tax” or “Taxes” (and with correlative meaning, “Taxable”,
“Taxing”, and “Taxation”) means all forms of taxation or duties imposed, or
required to be collected or withheld, including without limitation any United States federal,
state, or local, or non-United States, income, gross receipts, franchise, estimated, alternative
minimum, add-on minimum, sales, use, transfer, registration, value added, excise, natural
resources, severance, stamp, withholding, occupation, premium, windfall profit, environmental,
customs, duties, real property, personal property, capital stock, net worth, intangibles, social
security, unemployment, disability, payroll, license, employee, or other tax or similar levy, of
any kind whatsoever, together with any interest, penalties, or additions to tax in respect of the
foregoing.




          “Tax Authority” means any Governmental Entity having jurisdiction over the
assessment, determination, collection, or imposition of any Tax.




          “Tax Return” means any return, declaration, report, claim for refund, information
return, or other document (including any related or supporting estimates, elections, schedules
statements, or









Appendix A - Page 18









 












information) filed or required to be filed in connection with the determination, assessment, or
collection of any Tax, and where permitted or required, combined, or consolidated returns for any
group of entities.




          “Third-Party Claim” is defined in Section
10.4(a).




          “Third-Party Claim Notice” is defined in
Section 10.4(a).




          “Third-Party Consent” means any Consent or Approval of any Person other than a
Governmental Entity.




          “Threat of Release” means a reasonable likelihood of a Release that may require
action in order to prevent or mitigate damage to the Environment that may result from such
Release.




          “Total Preference Amount” means the aggregate amount of the Series A Preference
Amount, Series B Preference Amount, the Series C Preference Amount, the Series D Preference
Amount, the Series E Preference Amount and the Series F Preference Amount.




          “Trade Secret” means all information that derives economic value from not being
generally known to other Persons, and any other information that is proprietary or confidential to
a Person, including trade secrets, know-how, ideas, inventions, processes, documentation,
information, data, information, customer lists, Software (in both object code and source code
form), data, products, processes, technology, plans, drawings, designs, systems, and
specifications, including inventions and discoveries that may be patentable.




          “Transaction Documents” means this Agreement, the Certificate of Merger, the Paying
Agent Agreement, the Joinder Agreement, the Promissory Note and the Letters of Transmittal,
together with such other agreements, certificates, and documents delivered or caused to be
delivered by the parties hereto incident to or in connection with the Closing.




          “Transaction Expenses” means, with respect to any Person, all fees, costs, and
expenses (including all legal fees and expenses, all fees and expenses payable to any broker or
finder, and all fees and expenses of any audit firm or accountants) that have been incurred in
connection with the Contemplated Transactions by such Person or its Affiliates.




          “Treasury Regulations” means the regulations issued by the U.S. Department of
Treasury under the Code.




          “TriplePoint Warrant Cancellation” is defined in Section 3.5(b)(iii)




          “USC” is defined in the Recitals.




          “USC Consent” is defined in Section 7.25(a).




          “USC Distributions” is defined in Section 7.21.




          “USC
Operating Agreement” is defined in Section 5.2(c).




          “USC Sale Notice” is defined in Section 7.25(b).




          “Voting Debt” is defined in Section 5.2(b)




          “WARN
Act” means the Worker Adjustment and Retraining Notification
Act.



Appendix A - Page 19









 





          “Warrant Cancellations” means the Horizon Warrant Cancellation, the Comerica Warrant
Cancellation and the TriplePoint Warrant Cancellation, collectively.




          “Warrantholders” is defined in the Recitals.




          “Welfare
Plan” means an “employee welfare benefit plan” as defined in ERISA §3(1).




          “Working
Capital Adjustment Amount” is defined in
Section 3.6(a).




          “Working Capital Determination Date” is defined in Section 3.7(e).




          “Working
Capital Negotiation Period” is defined in
Section 3.7(c)(i).




          “Working Capital Objection Date” is defined in Section 3.7(b).




          “Working
Capital Reserve Amount” means an amount equal to $200,000 in
cash.




          “Working Capital Target” is defined in Section 3.6(a).






Appendix A - Page 20









 







Appendix B




Notice Addresses




	(i)	 	if to Parent or Merger Sub, to:
	 
	 	 	Zayo Group LLC

901 Front Street, Suite 200

Louisville, Colorado 80027

Attention: Scott E. Beer, General Counsel

Email: sbeer@zayo.com

Fax No.: (303) 226-5923
	 
	 	 	with a copy to:
	 
	 	 	Holme Roberts & Owen LLP

1700 Lincoln Street, Suite 4100

Denver, Colorado 80203

First Attention: Hendrik F. Jordaan

First Email: hendrik.jordaan@hro.com

Second Attention: Christopher J. Wagner

Second Email: chris.wagner@hro.com

Fax No.: (303) 866-0200
	 
	(ii)	 	if to the Company (prior to Closing), to:
	 
	 	 	American Fiber Systems, Inc.

100 Meridian Center, Suite 300

Rochester, New York 14618

First Attention: David G. Rusin

First Email: drusin@afsnetworks.com

Second Attention: Gita Ramachandran

Second Email: gita@afsnetworks.com

Third Attention: Bruce Frankiewich, Esq.

Third Email: bfrankicwich@afsnetworks.com

Fax No.: (585)785-5842
	 
	(iii)	 	if to Equityholder Representative, to:
	 
	 	 	Robert E. Ingalls, Jr.

12704 Laurel Grove Way

Fairfax, Virginia 22033

Email: bob.ingalls@verizon.net

Fax No.: (703) 860-9305






 











 





Exhibit A




Stockholders



(See Attached)



 









 





Exhibit A

Capitalization




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	ISSUED AND	 	Total
	NAME	 	TYPE	 	AUTHORIZED	 	OUTSTANDING	 	Outstanding
	Lori — Farr Rusin
	 	Common	 	 	 	 	 	 	400,000	 	 	 	 	 
	Leah G. Rusin Trust
	 	Common	 	 	 	 	 	 	400,000	 	 	 	 	 
	Lynn Farr Lowney Trust
	 	Common	 	 	 	 	 	 	100,000	 	 	 	 	 
	Nancy Rusin Swientonioski Trust
	 	Common	 	 	 	 	 	 	100,000	 	 	 	 	 
	Claire L. Rusin
	 	Common	 	 	 	 	 	 	100,000	 	 	 	 	 
	Mary Rusin Pisano
	 	Common	 	 	 	 	 	 	100,000	 	 	 	 	 
	Peter R. Farr
	 	Common	 	 	 	 	 	 	100,000	 	 	 	 	 
	Jane Farr Burns
	 	Common	 	 	 	 	 	 	100,000	 	 	 	 	 
	Carmela R. Gleb
	 	Common	 	 	 	 	 	 	100,000	 	 	 	 	 
	John J. Costello
	 	Common	 	 	 	 	 	 	100,000	 	 	 	 	 
	Mark D. Danchak
	 	Common	 	 	 	 	 	 	150,000	 	 	 	 	 
	Paul D. Danchak
	 	Common	 	 	 	 	 	 	100,000	 	 	 	 	 
	M. Ramachandran
	 	Common	 	 	 	 	 	 	10,000	 	 	 	 	 
	Ekambaram Sridaran
	 	Common	 	 	 	 	 	 	10,000	 	 	 	 	 
	Ekambaram Swaminathan
	 	Common	 	 	 	 	 	 	10,000	 	 	 	 	 
	Malicka Sherif
	 	Common	 	 	 	 	 	 	10,000	 	 	 	 	 
	Lalitha Rajendran
	 	Common	 	 	 	 	 	 	10,000	 	 	 	 	 
	David G. Rusin
	 	Common	 	 	 	 	 	 	3,400,000	 	 	 	 	 
	David Danchak
	 	Common	 	 	 	 	 	 	750,000	 	 	 	 	 
	Gita Ramachandran
	 	Common	 	 	 	 	 	 	830,000	 	 	 	 	 
	E.G. Shankar
	 	Common	 	 	 	 	 	 	10,000	 	 	 	 	 
	Shakuntala Srinivasan
	 	Common	 	 	 	 	 	 	10,000	 	 	 	 	 
	David M. Baxter
	 	Common	 	 	 	 	 	 	1,000,000	 	 	 	 	 
	Kevin Mullaney
	 	Common	 	 	 	 	 	 	500,000	 	 	 	 	 
	Robert J. DeRosa
	 	Common	 	 	 	 	 	 	750,000	 	 	 	 	 
	Eagle Holding Ltd
	 	Common	 	 	 	 	 	 	1,166,222	 	 	 	 	 
	David Danchak
	 	Common	 	 	 	 	 	 	150,000	 	 	 	 	 
	Darlene Abel
	 	Common	 	 	 	 	 	 	100,000	 	 	 	 	 
	Gita Ramachandran
	 	Common	 	 	 	 	 	 	50,000	 	 	 	 	 
	Kevin Mullaney
	 	Common	 	 	 	 	 	 	100,000	 	 	 	 	 
	William Ciminelli
	 	Common	 	 	 	 	 	 	200,000	 	 	 	 	 
	North Atlantic Ventura Fund III, A Limited Partnership
	 	Common	 	 	 	 	 	 	1,193,547	 	 	 	 	 
	Sierra Ventures VII, L.P.
	 	Common	 	 	 	 	 	 	317,522	 	 	 	 	 
	Sierra Ventures Associates VII, LLC
	 	Common	 	 	 	 	 	 	31,752	 	 	 	 	 
	Sierra
Ventures VIII-A, L.P.
	 	Common	 	 	 	 	 	 	429,236	 	 	 	 	 
	Sierra
Ventures VIII-B, L.P.
	 	Common	 	 	 	 	 	 	4,184	 	 	 	 	 
	Sierra Ventures Associates VIII, LLC
	 	Common	 	 	 	 	 	 	13,002	 	 	 	 	 
	Lucent Ventura Partners II LLC
	 	Common	 	 	 	 	 	 	334,835	 	 	 	 	 
	Eagle Holdings Ltd.
	 	Common	 	 	 	 	 	 	63,014	 	 	 	 	 
	North Atlantic Venture Fund III, A Limited Partnership
	 	Common	 	 	 	 	 	 	2,079,966	 	 	 	 	 
	Sierra
Ventures VII, L.P.
	 	Common	 	 	 	 	 	 	1,815,861	 	 	 	 	 
	Sierra Ventures Associates VII, LLC
	 	Common	 	 	 	 	 	 	181,585	 	 	 	 	 
	Sierra
Ventures VIII-A, L.P.
	 	Common	 	 	 	 	 	 	2,454,345	 	 	 	 	 
	Sierra
Ventures VIII-B, L.P.
	 	Common	 	 	 	 	 	 	23,854	 	 	 	 	 
	Sierra Ventures Associates VIII, LLC
	 	Common	 	 	 	 	 	 	74,345	 	 	 	 	 
	Lucent
Venture Partners II LLC
	 	Common	 	 	 	 	 	 	649,999	 	 	 	 	 
	Wayne Reece
	 	Common	 	 	 	 	 	 	129,999	 	 	 	 	 
	Deborah Coffman
	 	Common	 	 	 	 	 	 	18,000	 	 	 	 	 
	Philip Jones
	 	Common	 	 	 	 	 	 	60,000	 	 	 	 	 
	Michael D’Angelo
	 	Common	 	 	 	 	 	 	100,000	 	 	 	 	 
	Flinn Investments LLC
	 	Common	 	 	 	 	 	 	2,000,000	 	 	 	 	 
	Jai /Ramachandran
	 	Common	 	 	 	 	 	 	20,936	 	 	 	 	 
	Harold E. Godshall
	 	Common	 	 	 	 	 	 	60,000	 	 	 	 	 
	Alex Ludwinek
	 	Common	 	 	 	 	 	 	3,187	 	 	 	 	 
	Karen Azzolina
	 	Common	 	 	 	 	 	 	117,291	 	 	 	 	 
	Terry Gross
	 	Common	 	 	 	 	 	 	3,187	 	 	 	 	 






 









 






Exhibit A

Capitalization




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	ISSUED AND	 	Total
	NAME	 	TYPE	 	AUTHORIZED	 	OUTSTANDING	 	Outstanding
	Limit & Co
	 	Common	 	 	 	 	 	 	159,909	 	 	 	 	 
	United investors Group
	 	Common	 	 	 	 	 	 	159,909	 	 	 	 	 
	Task (USA) Inc.
	 	Common	 	 	 	 	 	 	79,955	 	 	 	 	 
	HLP Management Inc.
	 	Common	 	 	 	 	 	 	23,987	 	 	 	 	 
	Robert M Dewey Jr.
	 	Common	 	 	 	 	 	 	15,991	 	 	 	 	 
	Keswick Private Fund III LLC
	 	Common	 	 	 	 	 	 	15,991	 	 	 	 	 
	Steven and Emily Bragg
	 	Common	 	 	 	 	 	 	11,993	 	 	 	 	 
	Andre Agassi
	 	Common	 	 	 	 	 	 	7,995	 	 	 	 	 
	Anthony J deNicola
	 	Common	 	 	 	 	 	 	7,995	 	 	 	 	 
	Janet W Prindle
	 	Common	 	 	 	 	 	 	7,995	 	 	 	 	 
	Trust f/b/o
Melinda Hackett
	 	Common	 	 	 	 	 	 	4,797	 	 	 	 	 
	Harold J Newman
	 	Common	 	 	 	 	 	 	4,797	 	 	 	 	 
	Dieter J.
Pommerening
	 	Common	 	 	 	 	 	 	4,797	 	 	 	 	 
	Stanley R Rawn, Jr.
	 	Common	 	 	 	 	 	 	4,797	 	 	 	 	 
	John B Ryan
	 	Common	 	 	 	 	 	 	4,797	 	 	 	 	 
	Article 7th Marital Trust UWO of SR Lewis
	 	Common	 	 	 	 	 	 	3,998	 	 	 	 	 
	Reed Hobe Sound Trust
	 	Common	 	 	 	 	 	 	3,998	 	 	 	 	 
	Gregory P Shlopak
	 	Common	 	 	 	 	 	 	3,998	 	 	 	 	 
	Estate of Edward Bradley
	 	Common	 	 	 	 	 	 	5,597	 	 	 	 	 
	RIP Investments, LP
	 	Common	 	 	 	 	 	 	3,698	 	 	 	 	 
	Walter Carozza
	 	Common	 	 	 	 	 	 	3,361	 	 	 	 	 
	Alexander Paluch
	 	Common	 	 	 	 	 	 	3,361	 	 	 	 	 
	Trust f/b/o Montague H Hackett III
	 	Common	 	 	 	 	 	 	3,198	 	 	 	 	 
	Clifford M and Ellen M Noreen
	 	Common	 	 	 	 	 	 	1,999	 	 	 	 	 
	Lester L Colbert Jr.
	 	Common	 	 	 	 	 	 	1,599	 	 	 	 	 
	Arjun Gupta
	 	Common	 	 	 	 	 	 	1,599	 	 	 	 	 
	Donald R. Keough
	 	Common	 	 	 	 	 	 	1,599	 	 	 	 	 
	Dan W. Lufkin
	 	Common	 	 	 	 	 	 	1,599	 	 	 	 	 
	David Spencer
	 	Common	 	 	 	 	 	 	1,599	 	 	 	 	 
	Bart L Zaccaria
	 	Common	 	 	 	 	 	 	1,599	 	 	 	 	 
	David Schwab
	 	Common	 	 	 	 	 	 	800	 	 	 	 	 
	Entrust Administration Services
	 	Common	 	 	 	 	 	 	400	 	 	 	 	 
	Arista Partners, LP
	 	Common	 	 	 	 	 	 	300	 	 	 	 	 
	Jeffrey M Drazan
	 	Common	 	 	 	 	 	 	800	 	 	 	 	 
	Pamela B. Schoen
	 	Common	 	 	 	 	 	 	3,998	 	 	 	 	 
	Leopoldo Villareal
	 	Common	 	 	 	 	 	 	1,599	 	 	 	 	 
	BBJ Varmoegensanlagen GbR
	 	Common	 	 	 	 	 	 	4,317	 	 	 	 	 
	Local No 8 I.B.E.W Retirement Plan & Trust
	 	Common	 	 	 	 	 	 	95,945	 	 	 	 	 
	Hiram T Nichols III
	 	Common	 	 	 	 	 	 	39,477	 	 	 	 	 
	Darlene Abel
	 	Common	 	 	 	 	 	 	659,640	 	 	 	 	 
	John Buell
	 	Common	 	 	 	 	 	 	80,000	 	 	 	 	 
	James H Bevels
	 	Common	 	 	 	 	 	 	32,687	 	 	 	 	 
	Jennifer Olson
	 	Common	 	 	 	 	 	 	35,000	 	 	 	 	 
	Stark Onshore Master Holdings LTD
	 	Common	 	 	 	 	 	 	1,233,760	 	 	 	 	 
	Michael A Roth
	 	Common	 	 	 	 	 	 	24,893	 	 	 	 	 
	Brian J Stark
	 	Common	 	 	 	 	 	 	74,680	 	 	 	 	 
	Brian Besller
	 	Common	 	 	 	 	 	 	7,968	 	 	 	 	 
	Shepherd Investments International LTD.
	 	Common	 	 	 	 	 	 	666,666	 	 	 	 	 
	Jai Ramachandran
	 	Common	 	 	 	 	 	 	100,000	 	 	 	 	 
	David Baxter
	 	Common	 	 	 	 	 	 	42,709	 	 	 	 	 
	TOTAL
COMMON STOCK
	 	 	 	 	 	 	149,300,565	 	 	 	 	 	 	 	26,760,015	 
	Sierra
Ventures Associates VII, L.L.C.
	 	Preferred A	 	 	 	 	 	 	909,091	 	 	 	 	 
	Sierra
Venturas VII, LP.
	 	Preferred A	 	 	 	 	 	 	9,090,909	 	 	 	 	 
	Lucent Venture Partners II LLC
	 	Preferred A	 	 	 	 	 	 	2,400,000	 	 	 	 	 
	TOTAL
PREFERRED SERIES A
	 	 	 	 	 	 	12,400,000	 	 	 	 	 	 	 	12,400,000	 
	Sierra
Ventures VII. L.P.
	 	Preferred B	 	 	 	 	 	 	4,242,425	 	 	 	 	 
	Lucent Venture Partners II LLC
	 	Preferred B	 	 	 	 	 	 	2,000,000	 	 	 	 	 
	Sierra Ventures Associates VII, L.L.C.
	 	Preferred B	 	 	 	 	 	 	424,242	 	 	 	 	 
	Eagle Holdings Ltd
	 	Preferred B	 	 	 	 	 	 	167,111	 	 	 	 	 
	TOTAL
PREFERRED SERIES B
	 	 	 	 	 	 	6,833,778	 	 	 	 	 	 	 	6,833,778	 






 









 






Exhibit A

Capitalization




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	ISSUED AND	 	Total
	NAME	 	TYPE	 	AUTHORIZED	 	OUTSTANDING	 	Outstanding
	Sierra Ventures VIII — A, L.P.
	 	Preferred C	 	 	 	 	 	 	16,876,626	 	 	 	 	 
	Sierra Ventures Associates VIII, L.L.C
	 	Preferred C	 	 	 	 	 	 	511,259	 	 	 	 	 
	Lucent Venture Partners II LLC
	 	Preferred C	 	 	 	 	 	 	5,265,958	 	 	 	 	 
	Sierra Ventures VIII-B, L.P.
	 	Preferred C	 	 	 	 	 	 	165,307	 	 	 	 	 
	Eagle Holdings Ltd.
	 	Preferred C	 	 	 	 	 	 	200,000	 	 	 	 	 
	TOTAL PREFERRED SERIES C
	 	 	 	 	 	 	23,019,151	 	 	 	 	 	 	 	23,019,150	 
	North Atlantic Venture Fund III, A Limited Partnership
	 	Preferred D	 	 	 	 	 	 	7,956,960	 	 	 	 	 
	Sierra Ventures VII, LP.
	 	Preferred D	 	 	 	 	 	 	2,116,811	 	 	 	 	 
	Sierra Ventures Associates VII LLC*
	 	Preferred D	 	 	 	 	 	 	211,680	 	 	 	 	 
	Sierra Ventures VIII-A, L.P.
	 	Preferred D	 	 	 	 	 	 	2,861,570	 	 	 	 	 
	Sierra Ventures VIII-B, L.P.
	 	Preferred D	 	 	 	 	 	 	27,896	 	 	 	 	 
	Sierra Ventures Associates VIII, LLC*
	 	Preferred D	 	 	 	 	 	 	86,683	 	 	 	 	 
	Lucent Venture Partners II LLC
	 	Preferred D	 	 	 	 	 	 	2,232,230	 	 	 	 	 
	Eagle Holdings Ltd.
	 	Preferred D	 	 	 	 	 	 	420,090	 	 	 	 	 
	North Atlantic Venture Fund III, A Limited Partnership
	 	Preferred D	 	 	 	 	 	 	636,559	 	 	 	 	 
	Sierra Ventures VII, L.P.
	 	Preferred D	 	 	 	 	 	 	169,345	 	 	 	 	 
	Sierra Ventures Associates VII, LLC
	 	Preferred D	 	 	 	 	 	 	16,934	 	 	 	 	 
	Sierra Ventures VIII-A, L.P.
	 	Preferred D	 	 	 	 	 	 	228,926	 	 	 	 	 
	Sierra Ventures VIII-B, L.P.
	 	Preferred D	 	 	 	 	 	 	2,232	 	 	 	 	 
	Sierra Ventures Associates VIII, LLC
	 	Preferred D	 	 	 	 	 	 	6,935	 	 	 	 	 
	Lucent Venture Partners II LLC
	 	Preferred D	 	 	 	 	 	 	178,579	 	 	 	 	 
	Eagle Holdings Ltd
	 	Preferred D	 	 	 	 	 	 	33,607	 	 	 	 	 
	TOTAL PREFERRED SERIES D
	 	 	 	 	 	 	17,187,037	 	 	 	 	 	 	 	17,187,037	 
	North Atlantic Venture Fund III, A Limited Partnership
	 	Preferred E	 	 	 	 	 	 	4,243,712	 	 	 	 	 
	Sierra Ventures VII, LP.
	 	Preferred E	 	 	 	 	 	 	3,704,811	 	 	 	 	 
	Sierra Ventures Associates VII LLC
	 	Preferred E	 	 	 	 	 	 	370,479	 	 	 	 	 
	Sierra Ventures VIII-A L.P.
	 	Preferred E	 	 	 	 	 	 	5,007,478	 	 	 	 	 
	Sierra Ventures VIII-B L.P.
	 	Preferred E	 	 	 	 	 	 	48,669	 	 	 	 	 
	Sierra Ventures Associates VIII, LLC
	 	Preferred E	 	 	 	 	 	 	151,683	 	 	 	 	 
	Lucent Venture Partners II LLC
	 	Preferred E	 	 	 	 	 	 	1,326,160	 	 	 	 	 
	Wayne Reece
	 	Preferred E	 	 	 	 	 	 	265,232	 	 	 	 	 
	Hudson River Co-Investment Fund L.P.
	 	Preferred E	 	 	 	 	 	 	13,261,600	 	 	 	 	 
	North Atlantic Venture Fund III, A Limited Partnership
	 	Preferred E	 	 	 	 	 	 	695,130	 	 	 	 	 
	Sierra Ventures VII, L.P.
	 	Preferred E	 	 	 	 	 	 	1,020,711	 	 	 	 	 
	Sierra Ventures Associates VII LLC*
	 	Preferred E	 	 	 	 	 	 	102,071	 	 	 	 	 
	Sierra Ventures VIII-A L.P.
	 	Preferred E	 	 	 	 	 	 	1,379,607	 	 	 	 	 
	Sierra Ventures VIII-B L.P.
	 	Preferred E	 	 	 	 	 	 	13,409	 	 	 	 	 
	Sierra Ventures Associates VIII, LLC.*
	 	Preferred E	 	 	 	 	 	 	41,791	 	 	 	 	 
	Lucent Venture Partners II LLC
	 	Preferred E	 	 	 	 	 	 	2,051,922	 	 	 	 	 
	TOTAL PREFERRED SERIES E
	 	 	 	 	 	 	36,926,927	 	 	 	 	 	 	 	33,684,465	 
	Hudson River Co-Investment Fund L.P.
	 	Preferred F	 	 	 	 	 	 	1,794,540	 	 	 	 	 
	North Atlantic Venture Fund III, a Limited Partnership
	 	Preferred F	 	 	 	 	 	 	2,063,265	 	 	 	 	 
	Lucent Venture Partners II LLC
	 	Preferred F	 	 	 	 	 	 	2,017,845	 	 	 	 	 
	Robert M. Dewey, Jr.
	 	Preferred F	 	 	 	 	 	 	2,164	 	 	 	 	 
	IRA Resources, Inc. f/b/o. David Rusin IRA #33323
	 	Preferred F	 	 	 	 	 	 	370,336	 	 	 	 	 
	David Danchak
	 	Preferred F	 	 	 	 	 	 	311,532	 	 	 	 	 
	William Ciminelli
	 	Preferred F	 	 	 	 	 	 	24,544	 	 	 	 	 
	Darlene Abel
	 	Preferred F	 	 	 	 	 	 	15,520	 	 	 	 	 
	Terry Gross
	 	Preferred F	 	 	 	 	 	 	431	 	 	 	 	 
	Gita Ramachandran
	 	Preferred F	 	 	 	 	 	 	284,441	 	 	 	 	 
	Michael D’Angelo
	 	Preferred F	 	 	 	 	 	 	21,906	 	 	 	 	 
	Sierra Ventures VII, L.P.
	 	Preferred F	 	 	 	 	 	 	2,794,877	 	 	 	 	 
	Sierra Ventures Associates VII, LLC.*
	 	Preferred F	 	 	 	 	 	 	279,488	 	 	 	 	 
	Sierra Ventures VIII-A, L.P.
	 	Preferred F	 	 	 	 	 	 	3,777,599	 	 	 	 	 
	Sierra Ventures VIII-B, L.P.
	 	Preferred F	 	 	 	 	 	 	36,715	 	 	 	 	 
	Sierra Venturas Associates VIII, LLC*
	 	Preferred F	 	 	 	 	 	 	572,147	 	 	 	 	 
	David Rusin
	 	Preferred F	 	 	 	 	 	 	243,515	 	 	 	 	 
	TOTAL PREFERRED SERIES F
	 	 	 	 	 	 	14,610,880	 	 	 	 	 	 	 	14,610,865	 






 









 






Exhibit A

Capitalization




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	ISSUED AND	 	Total
	NAME	 	TYPE	 	AUTHORIZED	 	OUTSTANDING	 	Outstanding
	GRAND TOTAL OF ALL SHARES
	 	 	 	 	 	 	260,278,338	 	 	 	 	 	 	 	134,495,310	 
	TriplePoint Capital LLC
	 	Common	 	 	72,938	 	 	 	 	 	 	 	 	 
	Comerica Bank
	 	Common	 	 	650,000	 	 	 	 	 	 	 	 	 
	Comerica Bank
	 	Common	 	 	650,000	 	 	 	 	 	 	 	 	 
	TOTAL COMMON WARRANTS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1,372,938	 
	TriplePoint Capital LLC
	 	Preferred E	 	 	39,785	 	 	 	 	 	 	 	 	 
	Horizon Technology Funding Company LLC
	 	Preferred E	 	 	1,909,671	 	 	 	 	 	 	 	 	 
	Horizon Technology Funding Company LLC
	 	Preferred E	 	 	1,293,006	 	 	 	 	 	 	 	 	 
	TOTAL PREFERRED SHARES WARRANTS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	3,242,462	 
	Stock Options Granted
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	7,801,500	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL FULLY DILUTED SHARES
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	146,912,210	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







 






*     — As nominee for its members





 











 





Exhibit B




Warrantholders



(See Attached)



 









 





Exhibit B

List of Warrants




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Date	 	 	Expiration	 
	Name of Institution	 	Type	 	 	Preferred	 	 	Common	 	 	Total	 	 	Strike Price	 	 	Issued	 	 	Date	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TriplePoint Capital
LLC
	 	Preferred E	 	 	39,785	 	 	 	 	 	 	 	39,785	 	 	$	0.3770284	 	 	 	8/27/2004	 	 	 	8/27/2010	 
	 
	 	 	 	 	 	 	 	 	 	 	72,938	 	 	 	72,938	 	 	$	0.0500000	 	 	 	8/22/2006	 	 	 	8/22/2013	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Comerica Bank
	 	Common	 	 	 	 	 	 	650,000	 	 	 	650,000	 	 	$	0.01	 	 	 	1/13/2006	 	 	 	1/13/2013	 
	 
	 	Common	 	 	 	 	 	 	650,000	 	 	 	650,000	 	 	$	0.01	 	 	 	2/2/2007	 	 	 	2/1/2014	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Horizon Technology
Funding Company LLC
	 	Preferred E	 	 	1,909,671	 	 	 	 	 	 	 	1,909,671	 	 	$	0.3770284	 	 	 	8/25/2004	 	 	 	8/25/2014	 
	 
	 	Preferred E	 	 	1,293,006	 	 	 	 	 	 	 	1,293,006	 	 	$	0.3770284	 	 	 	1/13/2006	 	 	 	1/13/2016	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total
	 	 	 	 	 	 	3,242,462	 	 	 	1,372,938	 	 	 	4,615,400	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






 









 






Exhibit C




Form of Certificate of Merger



(See Attached)




 












 





CERTIFICATE OF MERGER

merging

ZAYO AFS ACQUISITION COMPANY, INC.

with and into

AMERICAN FIBER SYSTEMS HOLDING CORP.




          Pursuant to the provisions of Section 251 of the General Corporation Law of the State of Delaware
(the “DGCL”), the undersigned submits the following Certificate of Merger for the purpose
of effecting a merger of domestic corporations under the DGCL.




     1. The name and state of incorporation of each of the constituent corporations is as follows:



	 	 	 	 	 

	 

	 	Name
	 	State of Incorporation
	 
	 	 	 	 
	 

	 	Zayo AFS Acquisition Company, Inc.
	 	Delaware
	 
	 	 	 	 
	 

	 	American Fiber Systems Holding Corp.
	 	Delaware






     2. The Agreement and Plan of Merger, dated as of June [•], 2010 (the “Merger Agreement”),
by and among Zayo Group, LLC, a Delaware limited liability company, Zayo AFS Acquisition Company,
Inc., a Delaware corporation, American Fiber Systems Holding Corp., a Delaware corporation, and
Robert E. Ingalls. Jr., as the equityholder representative, has been approved, adopted, executed
and acknowledged by each of the constituent corporations in accordance with Section 251(c) of the
DGCL.



     3. The name of the surviving corporation is American Fiber Systems Holding Corp. (the
“Surviving Corporation”).



     4. The certificate of incorporation of the Surviving Corporation (the “Certificate of
Incorporation”) will be that of American Fiber Systems Holding Corp. as amended to read in
its entirety as set forth in Exhibit A attached hereto,
and shall continue in full force
and effect until amended and changed in the manner prescribed by the provisions of the DGCL.



     5. The
executed Merger Agreement is on file at the office of the Surviving Corporation, located at
901 Front Street, Suite 200, Louisville, Colorado, 80027.



     6. A
copy of the Merger Agreement will be furnished by the Surviving
Corporation,
on request and without cost, to any stockholder of any constituent corporation.



[Signature is on the following page.]




 









 








     BY
WITNESS WHEREOF, this Certificate of Merger has been executed on
behalf of the Surviving
Corporation by the undersigned, a duly authorized officer of the Surviving
Corporation, as of this _______ day of ____________, 2010.



	 	 	 	 	 
	 	AMERICAN FIBER SYSTEMS HOLDING CORP.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




2











 





EXHIBIT A




Sixth Amended and Restated Certificate of Incorporation

of

American Fiber Systems Holding Corp.



(See Attached)



 









 





Exhibit D 




Form of Promissory Note



(See Attached)






 









 








THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”), OR ANY STATE SECURITIES AND BLUE SKY LAWS AND MAY NOT BE SOLD, TRANSFERRED, OFFERED FOR
SALE, PLEDGED OR HYPOTHECATED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO
SUCH NOTE WHICH IS EFFECTIVE UNDER THE ACT OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM
REGISTRATION UNDER THE ACT RELATING TO THE DISPOSITION OF THIS NOTE AND (3) IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES AND BLUE SKY LAWS.



THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT. THE ISSUER WILL MAKE AVAILABLE TO THE
HOLDER, PROMPTLY UPON REQUEST, THE INFORMATION REGARDING OID DESCRIBED IN TREASURY REGULATION
SECTION 1.1275-3(b)(1)(i).




SUBORDINATED PROMISSORY NOTE




			
	 	 	 
	$[5,500,000.00]
	 	Louisville, Colorado
	 
	 	[                          ], 2010 (“Original Issue Date”)






     FOR VALUE RECEIVED, Zayo Group, LLC, a Delaware limited liability company (the
“Maker”), promises to pay to the order of Robert E. Ingalls, Jr., in his capacity as
the Equityholder Representative (the “Holder”), or his registered assigns and
transferees, the principal sum of [Five Million Five Hundred Thousand] Dollars
[($5,500,000.00)] in accordance with the provisions of this Subordinated Promissory Note (this
“Note”). [NTD: The principal amount shall be determined immediately prior to closing
pursuant to Section 7.25(c) of the Merger Agreement.]



     1. Agreement and Plan of Merger. This Note is the Promissory Note referred to in the
Agreement and Plan of Merger, dated as of June ___, 2010 (the “Merger Agreement”), by and
among the Maker, Zayo AFS Acquisition Company, Inc., a Delaware corporation, American Fiber Systems
Holding Corp., a Delaware corporation, and the Holder. Terms not otherwise defined herein shall be
deemed to have the meanings ascribed to them in the Merger Agreement.



     2. Interest; Payment.


          (a) Interest. Interest shall not accrue on the outstanding balance of this
Note; provided,  however, that for U.S. federal income tax purposes interest shall
accrue on the “imputed principal amount” of the Note at the appropriate “applicable federal
rate” (in each case, as determined under Section 1274 of the Internal Revenue Code and
applicable Treasury
Regulations)1;
and further  provided, however,
that any amount on this Note that is not paid when due, whether at stated maturity, upon
acceleration or otherwise, shall bear interest from the due date until said amount is paid in
full at a rate equal to three percent (3%) above the Prime Rate (as published in the Eastern
Edition of the Wall Street Journal) on such due date.






 




			
	1	 	For U.S. federal income tax purposes, interest on a two-year note will be imputed at
the lowest “short-term applicable federal rate” (compounded semi-annually) (“AFR”) under
Section 1274(d) for the three month period ending on the closing date. The AFR for each of
April, May and June of 2010 is 0.67, 0.79, and 0.74, respectively.





 









 





          (b) Payment. All payments on this Note shall be in United States Dollars and in
immediately available funds paid to an account of the Paying Agent, for further distribution to the
Equityholders in accordance with Section [____] of the Paying Agent Agreement. All outstanding
amounts due under this Note shall be payable on the two (2)-year anniversary of the Original Issue
Date (the “Maturity Date”).




          (c) Optional Prepayment. The Maker may at any time prepay all or any portion of
the unpaid principal amount of this Note outstanding without premium or penalty.




          (d) Payment Upon Change of Control.





          (i) For the purposes of this Section 2(d), “Change of Control” shall mean
with respect to Maker, any Entity that directly or indirectly owns a majority of the voting
power of Maker’s outstanding Equity Securities (each a “Parent”), or any Subsidiary of
Maker listed on Schedule I attached to this Note (each a “Material
Subsidiary”) (A) any consolidation or merger with or into any other corporation or other
Entity, or any other corporate re-organization or business combination transaction involving a
Parent, the Maker or a Material Subsidiary, however structured, in which the stockholders of a
Parent or the members of the Maker immediately prior to such consolidation, merger,
reorganization or transaction or Maker, as the case may be, own(s) capital stock of the entity
surviving such merger, consolidation, reorganization representing or transaction less than
fifty percent (50%) of the combined voting power of the outstanding securities of such entity
immediately after such consolidation, merger or reorganization (but excluding any
consolidation or merger effected solely for the purpose of reincorporating a Parent, the Maker
or a Material Subsidiary in another state or any consolidation or merger of a Parent, the
Maker or a Material Subsidiary with or into any Affiliate of Maker); (B) a sale, lease or
other disposition of all or substantially all of the assets of a Parent, the Maker or a
Material Subsidiary by means of any transaction or a series of related transactions except
where such sale is to an Affiliate of the Maker or a sale or other disposition of Equity
Securities of a Parent, the Maker or a Material Subsidiary representing more than a majority
of the voting power of such Entity’s outstanding Equity Securities, whether by such Entity or
the holders of such Entity’s outstanding Equity Securities; or (C) an underwritten initial
public offering of the equity securities of a Parent, the Maker or a Material Subsidiary
resulting in net proceeds of at least $75 million to such Entity after which such equity
securities will be registered under Section 12 of the Securities and Exchange Act of 1934, as
amended (an “IPO”).




          (ii) On or before the date that is thirty (30) days prior to the consummation of any
transaction constituting a Change of Control, Maker shall provide Holder with written notice
of the proposed Change of Control (the “Transaction Notice”). The Transaction Notice
shall describe in reasonable detail the terms and conditions of the Change of Control. Upon a
Change of Control, Holder, in its sole discretion, shall have the right to declare the entire
unpaid principal balance of this Note due and payable. If Holder makes such a declaration in
accordance with the provisions of this clause (ii), then Maker shall pay to Holder (for
further distribution to the Equityholders pursuant to the Paying Agent Agreement) said amounts
(A) simultaneously with the closing of the Change of Control (other than an IPO) and (B)
within sixty (60) days following



- 2 -









 







consummation of an IPO; provided, however, that Holder must exercise the
payment option set forth in this Section 2(d) within twenty (20) days after receipt by
Holder of the Transaction Notice.



          (e)
Events of Default. If any of the following events (each an “Event of
Default”) shall occur and be continuing prior to the Maturity Date for any reason whatsoever
(and whether such occurrence shall be voluntary or involuntary or come about or be effected by
operation of law or otherwise):





          (i) an order, judgment of decree is entered adjudicating a Parent, the Maker or
any Material Subsidiary bankrupt or insolvent; or a Parent, the Maker or any Material
Subsidiary shall commence any case, proceeding or other action relating to it in bankruptcy or
seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or
readjustment of its debts, or for any other relief, under any bankruptcy, insolvency,
reorganization, liquidation, dissolution, arrangement, composition, readjustment of debt or
other similar act or law of any jurisdiction, domestic or foreign, now or hereafter existing;
or if a Parent, the Maker or any Material Subsidiary shall apply for a receiver, custodian or
trustee of it or for all or a substantial part of its property; or if a Parent, the Maker or
any Material Subsidiary shall make an assignment for the benefit of creditors; of if a Parent,
the Maker or any Material Subsidiary shall be unable to, or shall admit in writing the
inability to, pay its debts as they become due; or if a Parent, the Maker or any Material
Subsidiary shall take any action indicating its consent to, approval of, or acquiescence in,
or in furtherance of, any of the foregoing;




          (ii) any case, proceeding or other action against a Parent, the Maker or any
Material Subsidiary shall be commenced in bankruptcy or seeking reorganization, liquidation,
dissolution, winding-up, arrangements, composition or readjustment of its debts, or any other
relief, under any bankruptcy, insolvency, reorganization, liquidation, dissolution,
arrangements, composition, readjustment of debt or other similar act or law of any
jurisdiction, domestic or foreign, now or hereafter existing; or if a receiver, custodian or
trustee of a Parent, the Maker or any Material Subsidiary or for all or a substantial part of
its properties shall be appointed; or if a warrant of attachment, execution or distraint, or
similar process, shall be issued against any substantial part of the property of a Parent, the
Maker or any Material Subsidiary; and if in each such case such conditions shall continue for
a period of 90 days undismissed, undischarged or unbonded;




          (iii) a default in the payment of any amount due hereunder within five (5) days of
when due and fails to cure such default within five (5) days after receipt of written notice
from Holder to Maker;




          (iv) if any representation or warranty made by Maker in this Note shall prove to be
false in any material respect as of the time made;




          (v) default shall be made in the due observance or performance of any covenant or
agreement set forth in this Note on the part of Maker to be observed or performed (including,
without limitation, any such covenant to cause or not to permit



- 3 -









 








another Person to act in any manner or to refrain from taking any action) which shall continue
for a period of 30 days unless waived by Holder during such 30-day period; or




          (vi) a default shall occur with respect to any “Senior Debt” (as defined below), if
that default:




(A) is caused by a failure to make any payment when due of such Senior Debt
(a “Payment Default”); or




(B) results in the acceleration of such Senior Debt prior to its express
maturity;



     then the Holder may, at its option and in addition to any right, power or remedy permitted
under this Note, or by law or equity or otherwise, by notice in writing to the Maker, declare this
Note to be, and this Note shall thereupon be and become, forthwith due and payable, provided that
upon an event with respect to Maker or any Material Subsidiary described in subsections (e) (i) or
(ii), this Note and all other amounts payable under this Note shall automatically become
immediately due and payable, in each case without presentment, demand, protest, or notice of any
kind, all of which are hereby expressly waived by Maker.



     3. Affirmative Covenants.


          (a) Until payment in full of this Note, Maker covenants and agrees to:





          (i) Maintain, and cause each Material Subsidiary to maintain, its entity existence
and good standing in the jurisdiction of its organization, and qualify and remain qualified,
and cause each Material Subsidiary to qualify and remain qualified as a foreign Entity in each
jurisdiction in which such qualification is required, except where the failure to qualify
would not have a material adverse effect;




          (ii) keep, and cause its Material Subsidiaries to keep, on a consolidated basis,
adequate records and books of account, in which complete entries will be made in accordance
with GAAP consistently applied, reflecting all financial transactions of Maker and such
Material Subsidiaries required to be reflected by such accounting principles;




          (iii) maintain, and cause each Material Subsidiary to maintain, in the Ordinary
Course of Business, all of its properties (tangible and intangible) necessary or useful in its
business in good working order and condition, normal wear and tear and disposal of obsolete
equipment excepted;




          (iv) maintain, and cause each Material Subsidiary to maintain, insurance with
reputable insurers in such amounts and of the kinds as are customarily maintained by
companies engaged in the same or similar businesses and similarly situated; and




          (v) comply, and cause each Material Subsidiary to comply, in all material
respects, with all applicable Laws, and pay, and cause each Material Subsidiary



- 4 -









 







to pay, before the same become delinquent, all taxes, assessments, and governmental charges
imposed upon it or its property, in each case the failure to comply with which or to pay
could reasonably be expected to have a material adverse effect on the financial condition or
operations of Maker and its Material Subsidiaries taken as a whole, except to the extent the
same are being contested in good faith in a manner permitted by applicable law and against
which Maker has set up adequate reserves to the extent required by GAAP.



          (b) Until payment in full of this Note, Maker covenants and agrees to furnish to Holder,
promptly (and in any event within ten (10) days) after Maker becomes aware of the occurrence of any
Event of Default, a written notice setting forth the details of such Event of Default and the
action (if any) which is proposed to be taken by Maker with respect thereto.




          (c) Maker shall furnish to Payee as soon as available and in any event no later than one
hundred twenty (120) days after the end of the fiscal year of Maker, consolidated financial
statements of Maker for the years ending December 31, 2010 and 2011, all in reasonable detail and
stating in comparative form the respective consolidated figures for the corresponding date and
period in the previous fiscal year and all prepared in accordance with GAAP and accompanied by an
opinion thereon by the independent accountants to Maker.




          (d) Maker shall reimburse Holder on demand, or without demand in the case of the occurrence of
an Event of Default, any and all reasonably necessary out-of-pocket expenses (including attorney’s
fees and expenses) paid or incurred by Holder in connection with the collection, enforcement,
preservation or protection of this Note and any related document or instrument or any right or
claim in connection herewith.




     4. Negative Covenant. Until payment in full of this Note, Maker shall not, without the
prior written consent of Holder, declare or pay any dividends, or purchase, redeem, retire, or
otherwise acquire for value any of its Equity Securities now or hereafter outstanding or make any
distribution of assets to its members whether in cash, assets, or obligations of Maker or pay any
principal or interest on any loan from holders of its Equity Securities, other than Tax
distributions to its members or any Affiliates of its members.



     5. Representations and Warranties of Maker. Maker hereby represents and warrants to
Holder as of the Original Issue Date as follows:



          (a) Financial Statements. On or prior to the Original Issue Date, Maker provided
Holder with true and complete copies of the following financial statements and reports
(collectively, the “Maker Financial Statements”): (i) the audited comparative consolidated
balance sheet of Maker for the fiscal years ended December 31, 2008 and December 31, 2009, the
related audited comparative consolidated statement of operations, statement of stockholders’ equity
(deficit) and statement of cash flows of Maker for the fiscal years then ended and the notes
thereto and (ii) the unaudited consolidated balance sheet of Maker as of March 31, 2010 (the
“Interim Balance Sheet”) and the related unaudited consolidated statement of operations,
and statement of cash flows for the four month fiscal period then ended.




          (b) Presentation of Financial Statements. The Maker Financial Statements (i)





- 5 -











 




fairly present, in all material respects, the financial position and results of operations and
cash flows as of and for the fiscal years or fiscal periods covered in such Maker Financial
Statements, (ii) have been prepared in all material respects in accordance with (A) the books and
records of the Maker and its Subsidiaries and (B) GAAP (except in the case of the Interim Balance
Sheet and related statements of operations, stockholders’ equity (deficit) and cash flows for the
absence of notes and that such statements are subject to normal, year-end adjustments that are
neither individually nor in the aggregate material in amount) and (iii) except for the proper
application of changes in accounting principles required under GAAP, reflect in all material
respects the consistent application of GAAP throughout the periods covered in such Maker Financial
Statements.




          (c) Financial Books and Records. Maker and each of its Subsidiaries maintains in all
material respects accurate and complete books (including books of account) and records reflecting
its assets and liabilities and maintains in all material respects proper and adequate internal
accounting controls that provide assurance that:
(i) transactions are executed with the
authorization of Maker’s management; (ii) transactions are recorded as necessary to permit
preparation of the financial statements of Maker in accordance with GAAP consistently applied, Law
and otherwise in a manner that fairly presents in all material respects the financial condition and
results of operations of Maker as of the respective dates and periods thereof and to maintain
accountability for the assets of Maker; (iii) access to the assets of Maker is permitted only in
accordance with the authorization of Maker’s management; (iv) the reporting of the assets of Maker
is compared in all material respects with existing assets at regular intervals and (v) accounts,
notes and other receivables are recorded accurately in all material respects and proper and
reasonably adequate procedures are implemented to effect the collection thereof on a current and
timely basis.




          (d) Solvency. Maker has the ability to pay its liabilities as they come due in the Ordinary
Course of Business and in accordance with the terms and provisions of all Contracts to which any
Maker is a party. The Contemplated Transactions will not render Maker insolvent (meaning that the
sum of Maker’s debts and other probable Liabilities will not exceed the fair value (as defined
under GAAP) of Maker’s assets).




          (e) Organization and Standing. Maker is a limited liability company duly formed, validly
existing and in good standing under the Laws of the State of Delaware.




          (f) Authority; Execution and Delivery; Enforceability.





          (i) Power and Authority. Maker has full Entity power and authority to execute and deliver
this Note, and to perform its obligations under this Note.




          
(ii) Due Authorization. The execution and delivery by Maker of this Note and the
performance by Maker of its obligations under this Note have been duly authorized by all necessary
Entity action of Maker, including any required member, manager, shareholder, director and other
authorizations or approvals under the Law applicable to, or the Organizational Documents of, Maker.



- 6 -









 




          
(iii) Execution and Delivery; Enforceability. This Note has been duly executed and
delivered by Maker and constitutes the legal, valid and binding obligation of Maker, enforceable
against Maker in accordance with its terms, subject to the Remedies Exception.




          (g) No Conflicts. The execution and delivery by Maker of this Note and the performance
by Maker of this Note of its obligations under this Note does not:





          
(i) contravene, conflict with, result in a material violation or material breach of, require any
filing, notice, waiver or material Governmental Authorization;




          
(ii) constitute a material default or a material event of default under, require any material
filing, notice, waiver or Consent under, or result in or give to any Person any right of
termination, cancellation, acceleration, or modification under, or any right to exercise any remedy
or obtain any relief under, any material term or provision of any material Contract to which Maker
is a party;




          
(iii) contravene, conflict with, or result in a violation of any material provision of the
Organizational Documents of Maker; or




          
(iv) result in the imposition or creation of, or give any Person any right to create or impose, any
material lien or encumbrance, except for any Permitted Encumbrance, on or with respect to any of
the assets and properties of Maker.



     6. Registration of Transfer. The Maker shall keep at its principal office a register for
the registration of this Note, which shall contain the name and address of the registered Holder
and the principal of the Note. No transfer of this Note or any right to receive payments under this
Note shall be permitted unless made upon the Maker’s register. Upon the surrender of the Note at
such place, the Maker shall, at the request of the Holder, execute and deliver (at the Maker’s
expense) a new note or notes in exchange therefor representing in the aggregate the principal
amount represented by the surrendered Note. Each such new Note shall be registered in such name and
shall represent such principal amount of Note as is requested by the Holder of the surrendered Note
and shall be substantially identical in form to the surrendered Note;
provided that, if any
Note is to be registered in the name of a person or persons other than the Holder, the Maker has
received evidence satisfactory to the Maker and its counsel that the transfer of such Note from the
converting Holder to the person specified may be accomplished without violation of applicable
securities law. Upon receipt by Maker of evidence reasonably satisfactory to Maker of the loss,
theft, destruction or mutilation of this Note, and in the case of any such loss, theft or
destruction, upon delivery of an indemnity reasonably satisfactory to Maker or, in case of any such
mutilation, upon surrender and cancellation of this Note, Maker will issue a new Note of like tenor
in lieu of this Note.



     7. Subordination; Subrogation.


          (a) The obligations of Maker under this Note are subordinated to the prior payment in full of
all Senior Debt. Promptly upon request by Maker or any holder of Senior Debt, Holder shall enter
into one or more subordination agreements, or amendments to this Note, in either case containing
subordination terms and provisions mutually acceptable to Holder and


- 7 -








 







the applicable holder of Senior Debt.




          (b) For purposes of this Note, the following terms shall have the following
meanings:





          
(i) “Credit Agreement” means that certain Credit Agreement, dated March 12, 2010, by and
among Maker, Zayo Capital, Inc., the Persons party thereto from time to time as guarantors, the
financial institutions party thereto from time to time as lenders and Suntrust Bank, as the issuing
bank, collateral agent and administrative agent.




          
(ii) “Indenture” means that certain Indenture, dated March 12, 2010, among Maker, Zayo
Capital, Inc., the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as
trustee.




          
(iii) “Senior Debt” means any and all of the following, now or hereafter existing or
arising: (A) all principal of, and premium, if any, and interest on, and any other obligations
owing under or in connection with, the Senior Loans or Senior Notes (including, without limitation,
any interest accruing thereon at the legal rate after the commencement of any bankruptcy,
insolvency or similar proceeding and any additional interest that would have accrued thereon but
for the commencement of such proceeding), (B) all reimbursement and other obligations under or in
connection with any letter of credit issued by any holder of Senior Debt or any affiliate thereof,
(C) all obligations of Maker or any Subsidiary thereof to any holder of Senior Debt or any
affiliate thereof under or in respect of any interest rate exchange agreement, interest rate swap
agreement or other similar agreement entered into in respect of all or any portion of the Senior
Debt referred to in clause (A) above, (D) all indebtedness and obligations arising in connection
with any refinancings, replacements or increases of any of the foregoing, whether with any current
holder of Senior Debt or any other Person, and whether in the same, lesser or greater amount, and
(E) any and all renewals, extensions, increases or
rearrangements of any of the foregoing.




          
(iv) “Senior Loans” means the “Obligations” (as defined in the Credit Agreement) of Maker
under the Credit Agreement.




          
(v) “Senior Notes” means the “Obligations” (as defined in the Indenture) of Maker under the
Indenture and the “Notes” (as defined in the Indenture).



     8. Amendment; Waiver; No Set-off.



          (a) The provisions of this Note may be waived or amended only with the written approval of the
Maker and the Holder and shall only be effective to the extent specifically set forth in said
writing. The Maker hereby waives presentment, demand, notice, protest and all other demands and
notices in connection with the delivery, acceptance, performance or other enforcement of this Note.




          (b) No course of dealing and no delay or omission on the part of the Holder hereof in exercising
any right shall operate as a waiver thereof or otherwise prejudice the rights of the Holder of this
Note. No waiver of any single breach or default shall be deemed a waiver






- 8 -









 







or breach of any other breach or default theretofore or thereafter occurring. No right conferred
hereby upon the Holder hereof shall be exclusive of any other right referred to herein or therein
or now or hereafter available at law, in equity, by statute or otherwise; all remedies shall be
cumulative and not alternative.




          (c) Except as set forth in Section 10.6 of the Merger Agreement, (i) Maker shall have no right
of setoff with respect to this Note, whether express, implied, statutory or otherwise, or any
similar right to withhold, appropriate or apply any amount payable on this Note, and Maker hereby
waives and releases any such right; and (ii) Maker’s obligation to pay this Note shall be absolute
and unconditional.




     9. Notices. All communications under this Note shall be given and effective as set forth in
the Merger Agreement.



     10. Severability; Interpretation.



          (a) Whenever possible, each provision of this Note shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this Note shall be prohibited or
invalid under any such law, such provision shall be ineffective only to the extent of such
prohibition or invalidity without invalidating the remainder of this Note.




          (b) As used in this Note, the singular shall include the plural, and the masculine, feminine and
neutral pronouns shall be fully interchangeable, where the context so requires. The headings of
sections and paragraphs in this Note are for convenience only and shall not be construed to limit
or define any content, scope or intent of the provisions hereof.




     11. Fax Signatures; Entire Agreement. Any fax signature hereto (or signature sent via pdf)
shall be as legally binding as a signed original for all purposes. This Note and the Merger
Agreement contain the entire agreement and understanding (oral or written) of the Maker and the
Holder regarding the subject matter hereof, and supersede any other agreement regarding same.



     12. Governing Law. This Note shall be governed by the internal laws of the State of
Delaware, without giving effect to conflicts of laws principles, and is executed as a sealed
instrument. THE HOLDER, TO THE EXTENT THAT IT MAY LAWFULLY DO SO, HEREBY CONSENTS TO SERVICE OF
PROCESS, AND TO BE SUED, IN THE STATE OF DELAWARE AND CONSENTS TO THE JURISDICTION OF THE COURTS OF
THE STATE OF DELAWARE AND THE UNITED STATES DISTRICT COURTS OF DELAWARE, AS WELL AS TO THE
JURISDICTION OF ALL COURTS TO WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTS, FOR THE PURPOSE OF ANY
SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS SUBORDINATED PROMISSORY NOTE OR ANY OF ITS
OBLIGATIONS HEREUNDER, AND EXPRESSLY WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE AS TO VENUE IN ANY
SUCH COURTS. THE MAKER FURTHER AGREES THAT A SUMMONS AND COMPLAINT COMMENCING AN ACTION OR
PROCEEDING IN ANY OF SUCH COURTS SHALL BE PROPERLY SERVED AND SHALL CONFER PERSONAL JURISDICTION IF
SERVED PERSONALLY OR BY CERTIFIED MAIL TO IT AT ITS ADDRESS SET FORTH IN THE ABOVE-MENTIONED MERGER
AGREEMENT OR AS OTHERWISE PROVIDED UNDER



- 9 -









 




THE LAWS OF THE STATE OF DELAWARE. THE MAKER AND THE HOLDER IRREVOCABLY WAIVE ALL RIGHT TO A TRIAL
BY JURY IN ANY SUIT, ACTION OR
OTHER PROCEEDING INSTITUTED BY OR AGAINST THE MAKER OR THE HOLDER IN RESPECT OF THEIR RESPECTIVE
OBLIGATIONS HEREUNDER OR  TRANSACTION CONTEMPLATED HEREBY.




[Signature on Following Page]






- 10 -









 







IN WITNESS
WHEREOF, the undersigned has executed this Note on the ______ day of ___________, 2010.




	 	 	 	 	 

	 

	 	ZAYO GROUP, LLC

	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 

	 	Title:
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 

	 	Title:






[Signature Page to Promissory Note]

















 





SCHEDULE I 




Material Subsidiaries of Maker




Zayo Enterprise Networks, LLC

Zayo Bandwidth, LLC

Zayo Colocation, Inc.

Zayo Capital, Inc.




 









 





Exhibit E-1




 Form of Preferred Stock Letter of Transmittal



(See Attached)





 









 








PREFERRED STOCK LETTER OF TRANSMITTAL




To Accompany Certificates Representing Shares of Preferred Stock of

American Fiber Systems Holding Corp.



Ladies and Gentlemen:




     In connection with the contemplated merger (the “Merger”) of Zayo AFS Acquisition Company,
Inc. (“Merger Sub”), a wholly-owned subsidiary of Zayo Group, LLC (“Zayo”), with and into American
Fiber Systems Holding Corp. (the “Company”), pursuant to that certain Agreement and Plan of Merger
(the “Merger Agreement”), dated as of June     , 2010, by and among Zayo, Merger Sub, the Company
and Robert E. Ingalls, Jr., as the equityholder representative (the “Equityholder
Representative”), the undersigned herewith surrenders the enclosed stock certificates (the
“Certificate(s)”) which represent shares of the Company’s preferred stock (the “Shares”) to be
exchanged for the consideration (the “Consideration”), as calculated by and subject to the terms
and conditions set forth in the Merger Agreement. By delivery of this Letter of Transmittal and
the Exchange Form attached hereto to the Company, if prior to the Merger, and to the “Paying
Agent” (as defined below), if after the Merger, the undersigned hereby (x) forever waives all
appraisal rights under Section 262 of the Delaware General Corporation Law or similar rights under
Delaware law, and (y) withdraws all written objections to the Merger and/or demands for appraisal,
if any, with respect to the Shares owned by the undersigned.



     The undersigned understands, acknowledges and agrees that completion and delivery of this
Letter of Transmittal and the Exchange Form attached hereto constitutes assent to the terms of the
transactions contemplated by the Merger Agreement. The undersigned has reviewed and understands the
Merger Agreement, and the undersigned’s signature on the Exchange Form attached to this Letter of
Transmittal and tender of Shares constitutes the undersigned’s: (a) agreement to terms and
conditions of the Merger Agreement including, but not limited to, the calculation of the
undersigned’s portion of the Consideration as set forth in Article III of the Merger Agreement; and
(b) approval of and consent to the appointment of the Equityholder Representative as his, her or
its representative to discharge the duties set forth in Article XI of the Merger Agreement.



     The Merger Agreement contemplates that, upon the surrender by a stockholder of such holder’s
Certificate(s) and the execution of this Letter of Transmittal, the payment of the Consideration
will be made after the effective time of the Merger (the “Effective Time”). The undersigned
acknowledges that, until surrendered, each outstanding Certificate that formerly represented
Shares will be deemed from and after the Effective Time, for all corporate purposes, to evidence
only the right to receive the Consideration in accordance with the terms of the Merger Agreement.



     The undersigned will, upon request, execute and deliver any additional documents reasonably
deemed appropriate or necessary by Comerica Bank (the “Paying Agent”), Parent or the Company in
connection with the surrender of the Shares. All authority conferred or agreed to be conferred in
this Letter of Transmittal shall be binding upon the successors, assigns, heirs, executors,
administrators and legal representatives of the undersigned and shall not be affected by, and
shall survive, the death or incapacity of the undersigned. The surrender of Shares hereby is
irrevocable.



     The undersigned understands that surrender is not made in acceptable form until the receipt
by the Company (if before the Merger) or the Paying Agent (if after the Merger) of the Exchange
Form attached to this Letter of Transmittal, or a facsimile hereof, duly completed and signed, and
of the Certificate(s), together with all accompanying evidences of authority in form satisfactory
to the Company (which may delegate power in whole or in part to the Paying Agent). The
undersigned acknowledges and agrees that the Consideration paid in exchange for Shares shall be
deemed to have been issued in full satisfaction of all rights pertaining to such Shares.



 









 





     The undersigned understands that payment for surrendered Shares will be made as promptly
as practicable after the Effective Time and the surrender of Certificate(s) representing the
Shares is made in acceptable form. The undersigned understands that by surrendering the
Certificate(s), the undersigned also surrenders Shares that may be issued to the undersigned after
the Certificate(s) are surrendered.



     The undersigned hereby agrees to indemnify and hold harmless the Company and Zayo and shall
reimburse the Company and Zayo for any damages arising from, or in connection with, any failure by
the undersigned to perform or comply with any agreement in this Letter of Transmittal.



     The undersigned is strongly urged to consult with legal, tax and/or financial advisor(s) of
the undersigned’s choosing regarding the consequences to the undersigned of the Merger, the Merger
Agreement, and the undersigned’s execution of this Letter of Transmittal, and acknowledges that the
undersigned (a) availed himself, herself or itself of such right and opportunity (to the extent
that the undersigned so desired); (b) has carefully reviewed and understands the terms of the
foregoing documents and the transactions contemplated thereby and deems them to be in the
undersigned’s best interest; and (c) is competent to execute this Letter of Transmittal free from
coercion, duress or undue influence.



- 2 -









 





EXCHANGE FORM




To Accompany Certificates Representing Shares of Preferred
Stock of 
American Fiber Systems Holding Corp.



	 	 	 

	If before the Merger, please send to the
	 	If after the
Merger, please send to the Paying
	Company (by hand, courier or mail):
	 	 Agent (by hand, courier or mail):
	 	 	 
	American Fiber Systems Holding Corp.
	 	Comerica Bank
	100 Meridian Centre, Suite 300
	 	                                        
	Rochester, NY 14618
	 	                                        
	Attention:                                         
	 	Attention:                                         
	Fax No.:                                         
	 	Fax No.:                                         







Description of Certificates Surrendered 




Name And Address of Registered Holder



	 	 	 	 	 	 

	 	Name: 

(print full name as it appears

on your certificates)

	 	 	 	 
	 	Address: 

(print current mailing address)
	 	 	 	 
	 





Surrendered Securities




	 	 	 	 	 	 	 	 	 
	 
	 	Stock Certificate No.	 	 	Class/Series of Preferred Stock	 	 	Number of Preferred Shares	 
	 	 
	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 
	 	Total Number of Preferred Shares
Represented by Certificates:
	 	 	 	 
	 





o Check the box if any of the certificates that you own have been lost, mutilated,
destroyed or stolen. Please fill out the remainder of this Exchange Form (including the Form
W-9 (or Form W-8)) and indicate the number of shares of capital stock represented by lost,
mutilated, destroyed or stolen certificates (see instruction 5).




See the reverse side of this document for additional instructions.



Signatures: Sign and date this form. The names of the registered holders are listed in the
Name and Address at the top of this form. All registered holders MUST sign exactly as your
name(s) appears above.




	 	 	 	 	 	 	 	 	 
	 	 	 	 	Date
	Signature of Owner	 	Signature
of Co-Owner (if more than one owner)	 	(mm/dd/yyyy)
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	By:	 	 	 	 
	Name:
	 	 	 	Name:	 	 	 	 
	Its:
	 	 	 	Its:	 	 	 	 
	 	 	 	 	 





- 3 -









 





INSTRUCTIONS FOR COMPLETING THE EXCHANGE FORM



These
instructions are for the Exchange Form.



Please return the properly completed and executed Exchange Form (including Form W-9 (or Form W-8)
attached), together with all of your Certificates. All Certificates must be submitted with the
Exchange Form and the Form W-9 (or Form W-8) attached.




     1. Signatures on Exchange Form and Endorsements.



          (a) If this Exchange Form is signed by the registered holder(s) of the Certificate(s) tendered
hereby, the signature(s) must correspond exactly with the name(s) as written on the face of
the Certificate(s) without
any change whatsoever.



          (b) If any Shares tendered hereby are held of record by two or more joint registered holders,
all such holders must sign this Exchange Form and each must complete a Form W-9 (or Form W-8).



          (c) If any Shares tendered hereby are registered in different names on several Company stock
certificates, it will be necessary to complete, sign and submit as many separate Exchange
Forms (including Forms
W-9 (or Forms W-8)) as there are different registrations of certificates. You can request
additional Exchange Forms
and Forms W-9 (or Forms W-8) from the Company (if before the Merger) or the Paying Agent (if
after the Merger).



          (d) If this Exchange Form is signed by the holder(s) of the Certificate(s) listed and
transmitted hereby, no endorsements of such Certificate(s) are required.



     2. Inadequate Space. If there is inadequate space to complete any box or to sign this
Exchange
Form, the information or signatures required to be provided must be set forth on additional
sheets substantially in the
form of the corresponding portion of this Exchange Form and attached to this Exchange Form.



     3. Indication of Certificate Numbers and Shares. This Exchange Form should indicate the stock
certificate number(s) of the Certificates covered hereby and the number of Shares represented
by each such
Certificate.



     4. Method of Delivery. The method of delivery of all documents is at the option and risk of
the
holder of the Shares. If delivery is by mail, the use of registered mail, with return
receipt requested, properly
insured, is strongly recommended. For your convenience, a return envelope is enclosed. It is
suggested that you
hand deliver or mail this Exchange Form together with your Certificate(s) representing the
Shares to the Company
(if before the Merger) or the Paying Agent (if after the Merger) as soon as possible.
Delivery of the Certificates
shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper
delivery of the Certificates
to the Company or the Paying Agent, as applicable.



     5. Lost Certificates. If any of your Certificates have been lost, stolen or destroyed, you
should
notify the Company (if before the Merger) or the Paying Agent (if after the Merger) in writing
and await instructions
as to how to proceed. The Company (if before the Merger) or the Paying Agent (if after the
Merger) will respond
with the replacement requirements.



     6. Validity of Surrender; Irregularities. All questions as the validity, form and eligibility
of any
surrender of the Certificate(s) will be determined by Zayo (which may delegate power in whole
or in part to the
Paying Agent), and such determination shall be final and binding absent manifest error. Zayo
reserves the right to
waive any irregularities or defects in the surrender of any of the Certificate(s) and its
interpretation of the terms and
conditions of this Exchange Form or any other documents delivered therewith with respect to
such irregularities or
defects shall be in its sole discretion. A surrender will not be deemed to have been
validly made until all
irregularities and defects have been cured.



- 4 -









 





Exhibit E-2




 Form of Common Stock Letter of Transmittal



(See Attached)




 











 





COMMON STOCK LETTER OF TRANSMITTAL




To Accompany Certificates Representing Shares of Common Stock of

American Fiber Systems Holding Corp.



Ladies and Gentlemen:




     In connection with the contemplated merger (the “Merger”) of Zayo AFS Acquisition
Company, Inc. (“Merger Sub”), a wholly-owned subsidiary of Zayo Group, LLC
(“Zayo”), with and into American Fiber Systems Holding Corp. (the “Company”),
pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as
of June     , 2010, by and among Zayo, Merger Sub, the Company and Robert E. Ingalls, Jr., as the
equityholder representative (the “Equityholder
Representative”), the undersigned herewith
surrenders the enclosed stock certificates (the “Certificate(s)”) which represent shares
of the Company’s common stock (the “Shares”) to be exchanged for the consideration (the
“Consideration”), as calculated by and subject to the terms and conditions set forth in
the Merger Agreement. By delivery of this Letter of Transmittal and the Exchange Form attached
hereto to the Company, if prior to the Merger, and to the “Paying Agent” (as defined below), if
after the Merger, the undersigned hereby (x) forever waives all appraisal rights under Section 262
of the Delaware General Corporation Law or similar rights under Delaware law, and (y) withdraws
all written objections to the Merger and/or demands for appraisal, if any, with respect to the
Shares owned by the undersigned.



     The undersigned understands, acknowledges and agrees that completion and delivery of this
Letter of Transmittal and the Exchange Form attached hereto constitutes assent to the terms of the
transactions contemplated by the Merger Agreement. The undersigned has reviewed and understands the
Merger Agreement, and the undersigned’s signature on the Exchange Form attached to this Letter of
Transmittal and tender of Shares constitutes the undersigned’s: (a) agreement to terms and
conditions of the Merger Agreement including, but not limited to, the calculation of the
undersigned’s portion of the Consideration as set forth in Article III of the Merger Agreement; and
(b) approval of and consent to the appointment of the Equityholder Representative as his, her or
its representative to discharge the duties set forth in Article XI of the Merger Agreement.



     The Merger Agreement contemplates that, upon the surrender by a stockholder of such holder’s
Certificate(s) and the execution of this Letter of Transmittal, the payment of the Consideration
will be made after the effective time of the Merger (the “Effective Time”). The
undersigned acknowledges that, until surrendered, each outstanding Certificate that formerly
represented Shares will be deemed from and after the Effective Time, for all corporate purposes,
to evidence only the right to receive the Consideration in accordance with the terms of the Merger
Agreement.



     The undersigned will, upon request, execute and deliver any additional documents reasonably
deemed appropriate or necessary by Comerica Bank (the “Paying
Agent”), Parent or the
Company in connection with the surrender of the Shares. All authority conferred or agreed to be
conferred in this Letter of Transmittal shall be binding upon the successors, assigns, heirs,
executors, administrators and legal representatives of the undersigned and shall not be affected
by, and shall survive, the death or incapacity of the undersigned. The surrender of Shares hereby
is irrevocable.



     The undersigned understands that surrender is not made in acceptable form until the receipt
by the Company (if before the Merger) or the Paying Agent (if after the Merger) of the Exchange
Form attached to this Letter of Transmittal, or a facsimile hereof, duly completed and signed, and
of the Certificate(s), together with all accompanying evidences of authority in form satisfactory
to the Company (which may delegate power in whole or in part to the Paying Agent). The undersigned
acknowledges and agrees that the Consideration paid in exchange for Shares shall be deemed to have
been issued in full satisfaction of all rights pertaining to such Shares.



 









 





     The undersigned understands that payment for surrendered Shares will be made as promptly as
practicable after the Effective Time and the surrender of Certificate(s) representing the Shares
is made in acceptable form. The undersigned understands that by surrendering the Certificate(s),
the undersigned also surrenders Shares that may be issued to the undersigned after the
Certificate(s) are surrendered.



     By execution and delivery of the Exchange Form attached to this Letter of Transmittal, the
undersigned hereby expressly represents and warrants to the Company and Zayo as follows:




	 	(i)	 	If and to the extent that the undersigned is an entity, the undersigned is
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its establishment.
	 
	 	(ii)	 	The undersigned is the sole record and beneficial holder of the Shares
represented by the Certificate(s) indicated on the Exchange Form attached to this
Letter of Transmittal, free and clear of any pledge, lien, security interest, mortgage,
charge, claim, equity, option, proxy, voting restriction, voting trust or agreement,
understanding, arrangement, right of first refusal, limitation on disposition, adverse
claim of ownership or use or encumbrance of any kind and neither such Shares nor any
interest therein has been sold, assigned, endorsed, transferred, deposited under any
agreement, hypothecated, pawned, pledged for any bank or brokerage loan or otherwise,
or disposed of in any manner by the undersigned.
	 
	 	(iii)	 	The undersigned does not hold beneficially or of record any shares of capital
stock of the Company, whether certificated or uncertificated, other than those shares
set forth on the Exchange form attached to this Letter of Transmittal.
	 
	 	(iv)	 	If and to the extent that the undersigned is an entity, the undersigned has
all requisite entity power and authority to execute this Letter of Transmittal and to
perform its obligations hereunder. If and to the extent that the undersigned is an
entity, the execution and delivery of this Letter of Transmittal have been duly
authorized by all necessary entity action on the part of the undersigned. This Letter
of Transmittal has been duly executed and delivered by the undersigned and constitutes
the valid and binding obligation of the undersigned, enforceable against the
undersigned in accordance with its terms, except as such enforceability may be subject
to the laws of general application relating to bankruptcy, insolvency and the relief
of debtors and rules of law governing specific performance, injunctive relief or other
equitable remedies.





     By execution and delivery of the Exchange Form attached to this Letter of Transmittal, the
undersigned and his/her/its respective present and former subsidiaries, parents, affiliates,
successors, predecessors, and assigns, upon good consideration, the receipt of which is
acknowledged, hereby releases and discharges the Company, Zayo and their respective present and
former subsidiaries, parents, affiliates, successors, predecessors, and assigns and the respective
present and former officers, directors and employees of any of the foregoing other than the
undersigned (collectively, the “Released Persons”) from any and all actions, causes of
action, claims, demands, liabilities, obligations, fees, costs, sanctions, proceedings, and/or
rights of any nature and description whatsoever, liquidated or unliquidated, known or unknown, in
law or in equity, whether sounding in tort, intentional tort, contract, fraud, concealment, breach
of statute, or conspiracy, whether or not concealed or hidden, that the undersigned ever had, now
has, or may in the future have against any Released Person, by reason of any act or omission, in
conduct or word, from the beginning of time up to and including the date of this Letter of
Transmittal, which arise out of or relate to any transaction, agreement, instrument or
arrangement, with the Company or any other Released Person with respect to this Letter of
Transmittal; provided, however, that the foregoing release shall not apply to any
rights of the undersigned to receive the Consideration.



- 2 -









 





     The undersigned hereby understands, acknowledges and agrees that all of the representations,
warranties and agreements contained in this Letter of Transmittal shall survive the Merger. The
undersigned hereby agrees to indemnify and hold harmless the Company and Zayo and shall reimburse
the Company and Zayo for any damages arising from, or in connection with, (a) any inaccuracy in the
representations and warranties made by the undersigned in this Letter of Transmittal, or any
actions, omissions or statements of facts inconsistent with any such representation or warranty,
and (b) any failure by the undersigned to perform or comply with any agreement in this Letter of
Transmittal.



     The undersigned is strongly urged to consult with legal, tax and/or financial advisor(s) of
the undersigned’s choosing regarding the consequences to the undersigned of the Merger, the Merger
Agreement and the undersigned’s execution of this Letter of Transmittal, and acknowledges that the
undersigned (a) availed himself, herself or itself of such right and opportunity (to the extent
that the undersigned so desired); (b) has carefully reviewed and understands the terms of the
foregoing documents and the transactions contemplated thereby and deems them to be in the
undersigned’s best interest; and (c) is competent to execute this Letter of Transmittal free from
coercion, duress or undue influence.



- 3 -









 





EXCHANGE FORM




To Accompany Certificates Representing Shares of Common Stock of

American Fiber Systems Holding Corp.



	 	 	 

	If before the Merger, please send to the 

Company (by hand, courier or mail):
	 	If after the Merger,
please send to the Paying

Agent (by hand, courier or mail):
	 	 	 
	American Fiber Systems Holding Corp.
	 	Comerica Bank
	100 Meridian Centre, Suite 300	 	            
                   
          
	Rochester, NY 14618	 	            
                   
          
	Attention:             
                   
         
	 	Attention:            
                  
           
	Fax No.:             
                   
         
	 	Fax No.:             
                   
         






Description of Certificates Surrendered 




Name And Address of Registered Holder


 
	 	 	 	 	 	 

	 	Name: 

(print full name as it appears

on your certificates)

	 	 	 	 
	 	Address: 

(print current mailing address)
	 	 	 	 
	 







Surrendered Securities




	 	 	 	 	 	 
	 
	 	Stock Certificate No.	 	 	Number of Common Shares	 
	 	 
	 	 	 	 
	 	 
	 	 	 	 
	 	 
	 	 	 	 
	 	 
	 	 	 	 
	 	Total Number of Common Shares
Represented by Certificates:
	 	 
	 






o Check the box if any of the certificates that you own have been lost, mutilated, destroyed or
stolen. Please fill out
the remainder of this Exchange Form (including the Form W-9 (or Form W-8)) and indicate the number
of shares of
capital stock represented by lost, mutilated, destroyed or stolen certificates (see instruction
5).




See the reverse side of this document for additional instructions.



Signatures: Sign and date this form. The names of the registered holders are listed in the
Name and Address at the top of this form. All registered holders MUST sign exactly as your
name(s) appears above.





	 	 	 	 	 	 	 	 	 
	 	 	 	 	Date
	Signature of Owner	 	Signature
of Co-Owner (if more than one owner)	 	(mm/dd/yyyy)
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	By:	 	 	 	 
	Name:
	 	 	 	Name:	 	 	 	 
	Its:
	 	 	 	Its:	 	 	 	 
	 	 	 	 	 




- 4 -









 





INSTRUCTIONS FOR COMPLETING THE EXCHANGE FORM



These
instructions are for the Exchange Form.



Please return the properly completed and executed Exchange Form (including Form W-9 (or Form W-8)
attached), together with all of your Certificates. All Certificates must be submitted with the
Exchange Form and the Form W-9 (or Form W-8) attached.




     1. Signatures on Exchange Form and Endorsements.


          (a) If this Exchange Form is signed by the registered holder(s) of the Certificate(s) tendered
hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the
Certificate(s) without any change whatsoever.




          (b) If any Shares tendered hereby are held of record by two or more joint registered holders,
all such holders must sign this Exchange Form and each must complete a Form W-9 (or Form W-8).




          (c) If any Shares tendered hereby are registered in different names on several Company stock
certificates, it will be necessary to complete, sign and submit as many separate Exchange Forms
(including Forms W-9 (or Forms W-8)) as there are different registrations of certificates. You can
request additional Exchange Forms and Forms W-9 (or Forms W-8) from the Company (if before the
Merger) or the Paying Agent (if after the Merger).




          (d) If
this Exchange Form is signed by the holder(s) of the Certificate(s) listed and
transmitted hereby, no endorsements of such Certificate(s) are required.




     2. Inadequate Space. If there is inadequate space to complete any box or to sign this Exchange
Form, the information or signatures required to be provided must be set forth on additional sheets
substantially in the form of the corresponding portion of this Exchange Form and attached to this
Exchange Form.



     3. Indication of Certificate Numbers and Shares. This Exchange Form should indicate the stock
certificate number(s) of the Certificates covered hereby and the number of Shares represented by
each such Certificate.



     4. Method of Delivery. The method of delivery of all documents is at the option and risk of
the holder of the Shares. If delivery is by mail, the use of registered mail, with return receipt
requested, properly insured, is strongly recommended. For your convenience, a return envelope is
enclosed. It is suggested that you hand deliver or mail this Exchange Form together with your
Certificate(s) representing the Shares to the Company (if before the Merger) or the Paying Agent
(if after the Merger) as soon as possible. Delivery of the Certificates shall be effected, and risk
of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to
the Company or the Paying Agent, as applicable.



     5. Lost Certificates. If any of your Certificates have been lost, stolen or destroyed, you
should notify the Company (if before the Merger) or the Paying Agent (if after the Merger) in
writing and await instructions as to how to proceed. The Company (if before the Merger) or the
Paying Agent (if after the Merger) will respond with the replacement requirements.



     6. Validity of Surrender; Irregularities. All questions as the validity, form and eligibility
of any surrender of the Certificate(s) will be determined by Zayo (which may delegate power in whole
or in part to the Paying Agent), and such determination shall be final and binding absent manifest
error. Zayo reserves the right to waive any irregularities or defects in the surrender of any of
the Certificate(s) and its interpretation of the terms and conditions of this Exchange Form or any
other documents delivered therewith with respect to such irregularities or defects shall be in its
sole discretion. A surrender will not be deemed to have been validly made until all irregularities
and defects have been cured.



- 5 -









 





Exhibit F




Form of Option Cancellation



(See Attached)



 










 





OPTION TERMINATION AND SURRENDER AGREEMENT




     This OPTION TERMINATION AND SURRENDER AGREEMENT (this “Agreement”) is made as of
the date and by the person set forth on the signature page to this Agreement
(“Optionholder”) in favor and for the benefit of American Fiber Systems Holding Corp., a
Delaware corporation (the “Company”), Zayo Group, LLC, a Delaware limited liability
company (“Parent”), and Zayo AFS Acquisition Company, Inc., a Delaware corporation
(“Merger Sub”). Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the “Merger Agreement” (as defined below).



Recitals




     A. The Company, Parent and Merger Sub are parties to that certain Agreement and Plan of
Merger, dated as of June [•], 2010, by and among Parent, Merger Sub, the Company and Robert E.
Ingalls, Jr., as the equityholder representative (the “Merger Agreement”), pursuant to
which, subject to the terms and conditions of the Merger Agreement, Merger Sub shall merge with
and into the Company whereupon the separate existence of Merger Sub shall cease and the Company
shall continue as the surviving corporation (the “Merger”).



     B. Optionholder holds outstanding unexercised options to purchase the aggregate number of
shares of Company Common Stock set forth on the signature page of this Agreement (together with
any other options to acquire shares of Company Common Stock granted to Optionholder after the
date hereof, the “Options”) pursuant to the Company’s 2000 Stock Option and Grant Plan
(the “Option Plan”) and the Incentive Stock Option Agreement(s), dated as of the date
specified on the signature page of this Agreement, between the Company and the Optionholder (the
“Option Agreement”).



     C. Section 3(c)
of the Option Plan and Section 6 of the Option Agreement provides that (1)
the Options shall terminate automatically upon a “Sale Event” (as defined in the Option
Agreement) unless provision is made in connection such transaction for the continuation or
assumption of the Options or the substitution of the Options for a new stock option of the
successor entity; and (2) in the event of such a termination of the Options, Optionholder shall
have the right, for a specified period of time prior to the consummation of the Sale Event, to
exercise all portions of the Options which are then exercisable.



     D. The Merger constitutes a “Sale Event” under the Option Agreements.



     E. Pursuant Section 3.4(d)(i) of the Merger Agreement, the Options shall be automatically
terminated and converted into the right to receive a portion of the Merger Consideration.



     F. Optionholder desires to acknowledge the termination of the Options in connection with the
Merger and waive certain rights under the Option Agreement in exchange for the consideration to be
paid to Optionholder pursuant to the terms of the Merger Agreement.



     G. Delivery of this Agreement by Optionholder is a condition to closing under the Merger
Agreement.







- 1 -









 








Agreement




     NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Optionholder hereby agrees as follows:



     1. Termination
of Option Agreement and Options; Waiver. Effective as of the Effective
Time, in exchange for the consideration set forth in Section 3.4(d)(i) of the Merger Agreement,
the Option Agreement and Options shall be terminated and shall be of no further force or effect,
and Optionholder shall surrender all of Optionholder’s rights in the Option Agreement and the
Options. Effective as of the date hereof, Optionholder hereby relinquishes and waives any and all
right to (a) notice of the Merger, (b) exercise the Options prior to the Effective Time pursuant
to Section 6 of the Option Agreement and (c) any stock, stock options other securities of the
Company or the successor corporation in connection with the Merger.



     2. Disposition or Exercise of Options. Until the earlier of the termination of the
Merger Agreement and the consummation of the Contemplated Transactions, and except in connection
with the conversion of the Options into Merger Consideration as contemplated by Section 3.4(d)(i)
of the Merger Agreement, Optionholder shall not (a) sell, transfer, assign or otherwise dispose of
the Options or the Option Agreement without the prior written consent of Parent or (b) exercise
any or all of the Options.



     3. Release. Optionholder and Optionholder’s successors and assigns (collectively, the
“Releasor”), upon good and valuable consideration, the receipt of which is acknowledged, hereby
releases and discharges the Company, Parent, Merger Sub and their respective present and former
subsidiaries, parents, affiliates, successors, predecessors, and assigns and their respective
present and former officers, directors and employees of any of the foregoing other than Releasor
(collectively, the “Released Persons”) from any and all actions, causes of action, claims,
demands, liabilities, obligations, fees, costs, sanctions, proceedings, and/or rights of any
nature and description whatsoever, liquidated or unliquidated, known or unknown, in law or in
equity, whether sounding in tort, intentional tort, contract, fraud, concealment, breach of
statute, or conspiracy, whether or not concealed or hidden, that the Releasor ever had, now has,
or may in the future have against any Released Person, by reason of any act or omission, in
conduct or word, from the beginning of time up to and including the Effective Time, which arise
out of or relate to any transaction, agreement, instrument or arrangement, with the Company or any
other Released Person with respect to the Options or the Option Agreement; provided,
however, that the foregoing release shall not apply to any right of Optionholder under the
Merger Agreement.



     4. Effective Time. Except as set forth herein, this Agreement shall be effective as of
the date set forth on the signature page to this Agreement. This Agreement shall be null and void
if the Merger Agreement is terminated and the Closing does not take place, and in such event, the
Options and the Option Agreement will remain outstanding in accordance with the terms of the Option
Plan and the Option Agreement.



     5. Entire
Agreement. This Agreement constitutes the complete and entire
understanding among Optionholder, the Company, Parent and Merger Sub with respect to the
subject matter of this Agreement.



- 2 -









 





     6. Governing Law. This Agreement shall be governed by the internal laws of the
State of Delaware, without regard to the conflicts of laws provisions thereof.



     7. Amendments. This Agreement may not be amended except pursuant to the written
agreement of Optionholder, the Company, Parent and Merger Sub and any attempted amendment to
the contrary shall be void ab initio.



     8. Severability.
If any provision of this Agreement (or any portion thereof) or
the application of any such provision (or any portion thereof) to any Person or circumstance
shall be held invalid, illegal or unenforceable in any respect by a court of competent
jurisdiction, such invalidity, illegality or unenforceability shall not affect any other
provision hereof (or the remaining portion thereof) or the application of such provision to any
other Persons or circumstances, so long as the economic and legal substance of this Agreement
is not effected in any manner materially adverse to Optionholder, the Company, Parent or Merger
Sub.



     9. Signature. The signature of Optionholder transmitted by facsimile or electronic
image scan transmission in .pdf shall be deemed to be an original signature for all purposes.



[Signature on following page]









- 3 -









 











     IN WITNESS WHEREOF, the undersigned has executed and delivered this Agreement as of the date
and year set forth below.


OPTIONHOLDER:




	 	 	 	 	 

	 
	 	 	 
	Name:
	 	 	 	 
	Date:
	 	 	 	 
	 

	 	 

	 	 





Aggregate Number of Options:                                                            



Date(s) of Option Agreement(s):                                                            




[Signature Page to Option Termination and Surrender Agreement]




 









 





Exhibit G–1 




Form of Horizon Warrant Cancellation



(See Attached)




 











 





WARRANT TERMINATION AND SURRENDER AGREEMENT



     This WARRANT TERMINATION AND SURRENDER AGREEMENT (this “Agreement”) is made as of the
date set forth on the signature page to this Agreement by Horizon Technology Funding Company LLC
(“Warrantholder”) in favor and for the benefit of American Fiber Systems Holding Corp., a Delaware
corporation (the “Company”), Zayo Group, LLC, a Delaware limited liability company (“Parent”), and
Zayo AFS Acquisition Company, Inc., a Delaware corporation (“Merger Sub”). Capitalized terms used
but not defined herein shall have the meanings ascribed to them in the “Merger Agreement” (as
defined below).



Recitals




     A. The Company, Parent and Merger Sub are parties to that certain Agreement and Plan of
Merger, dated as of June [•], 2010, by and among Parent, Merger Sub, the Company and Robert E.
Ingalls, Jr., as the equityholder representative (the “Merger Agreement”), pursuant to which,
subject to the terms and conditions of the Merger Agreement, Merger Sub shall merge with and into
the Company whereupon the separate existence of Merger Sub shall cease and the Company shall
continue as the surviving corporation (the “Merger”).



     B. Warrantholder holds outstanding unexercised warrants to purchase an aggregate of 3,202,677
shares of Series E Stock (the “Warrants”), pursuant to the Warrants to Purchase Shares of Series E
Preferred Stock, dated as of August 25, 2004 and January 13, 2006, between the Company and the
Warrantholder (collectively, the “Warrant Agreements”).



     C. Section 10 of the Warrant Agreements provides that Warrantholder is entitled to exercise
the Warrants following notice by the Company of the Merger.



     D. Pursuant to Section 3.4(d)(ii) of the Merger Agreement, the Warrants and the Warrant
Agreements shall be automatically terminated and converted into the right to receive a portion of
the Merger Consideration.



     E. Warrantholder desires to terminate the Warrants and the Warrant Agreements in connection
with the Merger and waive certain rights under the Warrant Agreements in exchange for the
consideration to be paid to Warrantholder pursuant to the terms of the Merger Agreement.



     F. Delivery of this Agreement by Warrantholder is a condition to closing under the
Merger Agreement.



Agreement




     NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Warrantholder hereby agrees as follows:



     1. Termination
of Warrant Agreements and Warrants; Waiver. Notwithstanding anything
to the contrary in the Warrant Agreements, effective as of the Effective Time, in exchange for the
consideration set forth in Section 3.4(d)(ii) of the Merger Agreement, the Warrant Agreements and
Warrants shall be terminated and of no further force or effect, and







 









 







Warrantholder shall surrender all of Warrantholder’s rights in the Warrant Agreements and the
Warrants. Effective as of the date hereof, Warrantholder hereby waives and relinquishes any and
all right to (a) notice of the Merger, (b) exercise the Warrants prior to the Effective Time
pursuant to Section 10 of the Warrant Agreements and (c) any stock, warrants or other securities
of the Company or the successor corporation in connection with the Merger.




     2. Disposition or Exercise of Warrants. Until the earlier of the termination of the
Merger Agreement and the consummation of the Contemplated Transactions, and except in connection
with the conversion of the Warrants into Merger Consideration as contemplated by Section 3.4(d)(ii)
of the Merger Agreement, Warrantholder shall not (a) sell, transfer, assign or otherwise dispose of
the Warrants or the Warrant Agreements without the prior written consent of Parent or (b) exercise
any or all of the Warrants.



     3. Release. Warrantholder and Warrantholder’s present and former subsidiaries,
parents, affiliates, successors, predecessors and assigns (collectively, the “Releasor”), upon
good and valuable consideration, the receipt of which is acknowledged, hereby releases and
discharges the Company, Parent, Merger Sub and their respective present and former subsidiaries,
parents, affiliates, successors, predecessors, and assigns and their respective present and former
officers, directors and employees of any of the foregoing other than Releasor (collectively, the
“Released Persons”) from any and all actions, causes of action, claims, demands,
liabilities, obligations, fees, costs, sanctions, proceedings, and/or rights of any nature and
description whatsoever, liquidated or unliquidated, known or unknown, in law or in equity, whether
sounding in tort, intentional tort, contract, fraud, concealment, breach of statute, or conspiracy,
whether or not concealed or hidden, that the Releasor ever had, now has, or may in the future have
against any Released Person, by reason of any act or omission, in conduct or word, from the
beginning of time up to and including the Effective Time, which arise out of or relate to any
transaction, agreement, instrument or arrangement, with the Company or any other Released Person
with respect to the Warrants or the Warrant Agreements; provided, however, that the
foregoing release shall not apply to any rights of Warrantholder under the Merger Agreement.



     4. Effective Time. Except as set forth herein, this Agreement shall be effective as of
the date set forth on the signature page to this Agreement. This Agreement shall be null and void
if the Merger Agreement is terminated and the Closing does not take place.



     5. Entire Agreement. This Agreement constitutes the complete and
entire understanding among Warrantholder, the Company, Parent and Merger Sub with respect to the
subject matter of this Agreement.



     6. Governing Law. This Agreement shall be governed by the internal laws of the State
of Delaware, without regard to the conflicts of laws provisions thereof.



     7. Amendments. This Agreement may not be amended except pursuant to the written
agreement of Warrantholder, the Company, Parent and Merger Sub and any attempted amendment to the
contrary shall be void ab initio.



     8. Severability. If any provision of this Agreement (or any portion thereof) or the
application of any such provision (or any portion thereof) to any Person or circumstance shall be



2









 




held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such
invalidity, illegality or unenforceability shall not affect any other provision hereof (or the
remaining portion thereof) or the application of such provision to any other Persons or
circumstances, so long as the economic and legal substance of this Agreement is not effected in any
manner materially adverse to Warrantholder, the Company, Parent or Merger Sub.




     9. Signature. The signature of Warrantholder transmitted by facsimile or
electronic image scan transmission in .pdf shall be deemed to be an original signature for all
purposes.



[Signature on following page]




3









 





     IN WITNESS WHEREOF, the undersigned has executed and delivered this Agreement as of the
date and year set forth below.



	 	 	 	 	 
	 	WARRANTHOLDER:




HORIZON TECHNOLOGY FUNDING COMPANY LLC

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Date: 	 	 
	 



[Signature
Page to Warrant Termination and Surrender Agreement]





 









 








Exhibit G-2





Form of Comerica Warrant Cancellation



(See Attached)




 











 





WARRANT TERMINATION AND SURRENDER AGREEMENT




     This
WARRANT TERMINATION AND SURRENDER AGREEMENT (this
“Agreement”) is made as of the date set forth on the signature page to this Agreement by Comerica
Bank (“Warrantholder”) in favor
and for the benefit of American Fiber Systems Holding Corp., a Delaware corporation (the
“Company”), Zayo Group, LLC, a Delaware limited liability company (“Parent”), and Zayo AFS
Acquisition Company, Inc., a Delaware corporation (“Merger Sub”). Capitalized terms used but not
defined herein shall have the meanings ascribed to them in the “Merger Agreement” (as defined
below).



Recitals



     A. The Company, Parent and Merger Sub are parties to that certain Agreement and Plan of
Merger, dated as of June [•], 2010, by and among Parent, Merger Sub, the Company and Robert E.
Ingalls, Jr., as the equityholder representative (the “Merger Agreement”), pursuant to which,
subject to the terms and conditions of the Merger Agreement, Merger Sub shall merge with and into
the Company whereupon the separate existence of Merger Sub shall cease and the Company shall
continue as the surviving corporation (the “Merger”).



     B. Warrantholder holds outstanding unexercised warrants to purchase an aggregate of 1,300,000
shares of Company Common Stock (the “Warrants”), pursuant to the Warrants to Purchase Stock, dated
as of January 13, 2006 and February 2, 2007, between the Company and the Warrantholder
(collectively, the “Warrant Agreements”).



     C. Section 1.5.2 of the Warrant Agreements provides that, if the Warrants will not be assumed
in connection with an “Acquisition” (as defined in the Warrant Agreements), Warrantholder may
exercise the Warrants effective immediately prior to the closing of the Acquisition.



     D. The Merger constitutes an “Acquisition” under the Warrant Agreements.



     E. Pursuant to Section 3.4(d)(iii) of the Merger Agreement, the Warrants and the Warrant
Agreements shall be automatically terminated and converted into the right to receive a portion of
the Merger Consideration.



     F. Warrantholder desires to terminate the Warrants and the Warrant Agreements in connection
with the Merger and waive certain rights under the Warrant Agreements in exchange for the
consideration to be paid to Warrantholder pursuant to the terms of the Merger Agreement.



     G. Delivery of this Agreement by Warrantholder is a condition to closing under the Merger
Agreement.



Agreement



     NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Warrantholder hereby agrees as follows:



 









 





     1. Termination
of Warrant Agreements and Warrants; Waiver. Notwithstanding anything to
the contrary in the Warrant Agreements, effective as of the Effective Time, in exchange for the
consideration set forth in Section 3.4(d)(iii) of the Merger Agreement, the Warrant Agreements and
Warrants shall be terminated and of no further force or effect, and Warrantholder shall surrender
all of Warrantholder’s rights in the Warrant Agreements and the Warrants. Effective as of the date
hereof, Warrantholder hereby waives and relinquishes any and all right to (a) notice of the Merger,
(b) exercise the Warrants prior to the Effective Time pursuant to Section 1.5.2(b) of the Warrant
Agreements and (c) any stock, warrants or other securities of the Company or the successor
corporation in connection with the Merger.



     2. Disposition or Exercise of Warrants. Until the earlier of the termination of the
Merger Agreement and the consummation of the Contemplated Transactions, and except in connection
with the conversion of the Warrants into Merger Consideration as contemplated by Section
3.4(d)(iii) of the Merger Agreement, Warrantholder shall not (a) sell, transfer, assign or
otherwise dispose of the Warrants or the Warrant Agreements without the prior written consent of
Parent or (b) exercise any or all of the Warrants.



     3. Release. Warrantholder and Warrantholder’s present and former subsidiaries,
parents, affiliates, successors, predecessors and assigns (collectively, the “Releasor”), upon good
and valuable consideration, the receipt of which is acknowledged, hereby releases and discharges
the Company, Parent, Merger Sub and their respective present and former subsidiaries, parents,
affiliates, successors, predecessors, and assigns and their respective present and former officers,
directors and employees of any of the foregoing other than Releasor
(collectively, the “Released Persons”) from any and all actions, causes of action, claims, demands,
liabilities, obligations, fees, costs, sanctions, proceedings, and/or rights of any nature and
description whatsoever, liquidated or unliquidated, known or unknown, in law or in equity, whether
sounding in tort, intentional tort, contract, fraud, concealment, breach of statute, or conspiracy,
whether or not concealed or hidden, that the Releasor ever had, now has, or may in the future have
against any Released Person, by reason of any act or omission, in conduct or word, from the
beginning of time up to and including the Effective Time, which arise out of or relate to any
transaction, agreement, instrument or arrangement, with the Company or any other Released Person
with respect to the Warrants or the Warrant Agreements; provided, however, that the
foregoing release shall not apply to any rights of Warrantholder under the Merger Agreement.



     4. Effective Time. Except as set forth herein, this Agreement shall be effective as of
the date set forth on the signature page to this Agreement. This Agreement shall be null and void
if the Merger Agreement is terminated and the Closing does not take place.



     5. Entire Agreement. This Agreement constitutes the complete and entire understanding
among Warrantholder, the Company, Parent and Merger Sub with respect to the subject matter of this
Agreement.



     6. Governing Law. This Agreement shall be governed by the internal laws of the State
of Delaware, without regard to the conflicts of laws provisions thereof.



2









 





     7. Amendments. This Agreement may not be amended except pursuant to the written
agreement of Warrantholder, the Company, Parent and Merger Sub and any attempted amendment to the
contrary shall be void ab initio.



     8. Severability. If any provision of this Agreement (or any portion thereof) or the
application of any such provision (or any portion thereof) to any Person or circumstance shall be
held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such
invalidity, illegality or unenforceability shall not affect any other provision hereof (or the
remaining portion thereof) or the application of such provision to any other Persons or
circumstances, so long as the economic and legal substance of this Agreement is not effected in any
manner materially adverse to Warrantholder, the Company, Parent or Merger Sub.



     9. Signature. The signature of Warrantholder transmitted by facsimile or electronic
image scan transmission in .pdf shall be deemed to be an original
signature for all purposes.



[Signature on following page]





3









 








     IN WITNESS WHEREOF, the undersigned has executed and delivered this Agreement as of the
date and year set forth below.



	 	 	 	 	 	 	 

	 	 	WARRANTHOLDER:
	 
	 	 	 	 	 	 
	 	 	COMERICA BANK
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Date:
	 	 

	 	 
	 

	 	 	 	 

	 	 






[Signature Page to Warrant Termination and Surrender Agreement]





 









 








Exhibit G-3




Form of TriplePoint Warrant Cancellation



(See Attached)



 









 





WARRANT TERMINATION AND SURRENDER AGREEMENT




     This WARRANT TERMINATION AND SURRENDER AGREEMENT (this “Agreement”) is made as of the
date set forth on the signature page to this Agreement by TriplePoint Capital L.L.C.
(“Warrantholder”) in favor and for the benefit of American Fiber Systems Holding Corp., a Delaware
corporation (the “Company”), Zayo Group, LLC, a Delaware limited liability company (“Parent”), and
Zayo AFS Acquisition Company, Inc., a Delaware corporation (“Merger Sub”). Capitalized terms used
but not defined herein shall have the meanings ascribed to them in the “Merger Agreement” (as
defined below).



Recitals



     A. The Company, Parent and Merger Sub are parties to that certain Agreement and Plan of
Merger, dated as of June [•], 2010, by and among Parent, Merger Sub, the Company and Robert E.
Ingalls, Jr., as the equityholder representative (the “Merger Agreement”), pursuant to which,
subject to the terms and conditions of the Merger Agreement, Merger Sub shall merge with and into
the Company whereupon the separate existence of Merger Sub shall cease and the Company shall
continue as the surviving corporation (the “Merger”).



     B. Warrantholder holds outstanding unexercised warrants to purchase an aggregate of 72,938
shares of Company Common Stock (the “Warrants”), pursuant to the Plain English Warrant Agreement,
dated as of August 22, 2006, between the Company and the Warrantholder (the “Warrant Agreement”).



     C. Section 4 of the Warrant Agreement provides that, upon a “Merger Event” (as defined in the
Warrant Agreement), as part of such Merger Event, lawful provision shall be made so that
Warrantholder shall be entitled to receive, upon exercise of the Warrants, that number of shares of
common stock or other securities of the Company or the successor corporation resulting from such
Merger Event equal in value to that which would have been issuable if Warrantholder had exercised
its rights under the Warrant Agreement immediately prior to the Merger Event.



     D. The Merger constitutes a “Merger Event” under the Warrant Agreement.



     E. Pursuant to Section 3.4(d)(iii) of the Merger Agreement, the Warrants and the Warrant
Agreement shall be automatically terminated and converted into the right to receive a portion of
the Merger Consideration.



     F. Warrantholder desires to terminate the Warrants and the Warrant Agreement in connection
with the Merger and waive certain rights under the Warrant Agreement in exchange for the
consideration to be paid to Warrantholder pursuant to the terms of the Merger Agreement.



     G. Delivery of this Agreement by Warrantholder is a condition to closing under the Merger
Agreement.



 









 






Agreement




     NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Warrantholder hereby agrees as follows:



     1. Termination
of Warrant Agreement and Warrants; Waiver. Notwithstanding anything to
the contrary in the Warrant Agreement, effective as of the Effective Time, in exchange for the
consideration set forth in Section 3.4(d)(iii) of the Merger Agreement, the Warrant Agreement and
Warrants shall be terminated and of no further force or effect, and Warrantholder shall surrender
all of Warrantholder’s rights in the Warrant Agreement and the Warrants. Effective as of the date
hereof, Warrantholder hereby waives and relinquishes any and all right to (a) notice of the Merger,
(b) exercise the Warrants prior to the Effective Time pursuant to Section 3 of the Warrant
Agreements and (c) any stock, warrants or other securities of the Company or the successor
corporation in connection with the Merger.



     2. Disposition or Exercise of Warrants. Until the earlier of the termination of the
Merger Agreement and the consummation of the Contemplated Transactions, and except in connection
with the conversion of the Warrants into Merger Consideration as contemplated by Section
3.4(d)(iii) of the Merger Agreement, Warrantholder shall not (a) sell, transfer, assign or
otherwise dispose of the Warrants or the Warrant Agreement without the prior written consent of
Parent or (b) exercise any or all of the Warrants.



     3. Release. Warrantholder and Warrantholder’s present and former subsidiaries,
parents, affiliates, successors, predecessors and assigns (collectively, the “Releasor”), upon good
and valuable consideration, the receipt of which is acknowledged, hereby releases and discharges
the Company, Parent, Merger Sub and their respective present and former subsidiaries, parents,
affiliates, successors, predecessors, and assigns and their respective present and former officers,
directors and employees of any of the foregoing other than Releasor (collectively, the
“Released Persons”) from any and all actions, causes of action, claims, demands,
liabilities, obligations, fees, costs, sanctions, proceedings, and/or rights of any nature and
description whatsoever, liquidated or unliquidated, known or unknown, in law or in equity, whether
sounding in tort, intentional tort, contract, fraud, concealment, breach of statute, or conspiracy,
whether or not concealed or hidden, that the Releasor ever had, now has, or may in the future have
against any Released Person, by reason of any act or omission, in conduct or word, from the
beginning of time up to and including the Effective Time, which arise out of or relate to any
transaction, agreement, instrument or arrangement, with the Company or any other Released Person
with respect to the Warrants or the Warrant Agreement; provided, however, that the
foregoing release shall not apply to any rights of Warrantholder
under the Merger Agreement.



     4. Effective Time. Except as set forth herein, this Agreement shall be effective as of
the date set forth on the signature page to this Agreement. This Agreement shall be null and void
if the Merger Agreement is terminated and the Closing does not take place.



     5. Entire Agreement. This Agreement constitutes the complete and entire understanding
among Warrantholder, the Company, Parent and Merger Sub with respect to the subject matter of this
Agreement.






2









 








     6. Governing Law. This Agreement shall be governed by the internal laws of the State
of Delaware, without regard to the conflicts of laws provisions thereof.



     7. Amendments. This Agreement may not be amended except pursuant to the written
agreement of Warrantholder, the Company, Parent and Merger Sub and any attempted amendment to the
contrary shall be void ab initio.



     8. Severability. If any provision of this Agreement (or any portion thereof) or the
application of any such provision (or any portion thereof) to any Person or circumstance shall be
held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such
invalidity, illegality or unenforceability shall not affect any other provision hereof (or the
remaining portion thereof) or the application of such provision to any other Persons or
circumstances, so long as the economic and legal substance of this Agreement is not effected in any
manner materially adverse to Warrantholder, the Company, Parent or Merger Sub.



     9. Signature. The signature of Warrantholder transmitted by facsimile or electronic
image scan transmission in .pdf shall be deemed to be an original signature for all purposes.



[Signature on following page]






3









 








     IN WITNESS WHEREOF, the undersigned has executed and delivered this Agreement as of the date
and year set forth below.



	 	 	 	 	 	 	 

	 	 	WARRANTHOLDER:
	 
	 	 	 	 	 	 
	 	 	TRIPLEPOINT CAPITAL L.L.C.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Date:
	 	 

	 	 
	 

	 	 	 	 

	 	 






[Signature Page to Warrant Termination and Surrender Agreement]






 









 








Exhibit H-1




Form of Preferred Stockholder Joinder Agreement



(See Attached)




 











 





JOINDER AGREEMENT (PREFERRED STOCKHOLDERS)




     This JOINDER AGREEMENT (this “Agreement”), dated as of [____], 2010, is by and among
American Fiber Systems Holding Corp., a Delaware corporation (the
“Company”), Zayo Group,
LLC, a Delaware limited liability company (“Parent”), Zayo AFS Acquisition Company, Inc., a
Delaware corporation (“Merger Sub”), the undersigned (each a “Joined Equityholder”
and, collectively, the “Joined Equityholders”), a holder of capital stock, options and/or
warrants of the Company, and Robert E. Ingalls, Jr., in his capacity as the designated
representative of Equityholders (“Equityholder Representative”). Capitalized terms used in
this Agreement and not otherwise defined have the meanings ascribed to such terms in the “Merger
Agreement” (as defined below), a copy of which has been made available to the Joined Equityholder.



Recitals




     A. Pursuant and subject to the terms and conditions of that certain Agreement and Plan of
Merger (as amended, modified and supplemented, the “Merger Agreement”) dated as of June
[__], 2010, by and among the Company, Parent, Merger Sub and the Equityholder Representative, the
Company shall be merged with and into the Merger Sub, whereupon the separate corporate existence of
Merger Sub shall cease and the Company shall continue as the surviving corporation.



     B. As a condition to its willingness to enter into the Merger Agreement or as a condition to
consummating the Contemplated Transactions, each of Parent and Merger Sub have required that the
Joined Equityholder enters into this Agreement. The Joined Equityholder will derive substantial
benefits from the closing of the merger, including receiving a portion of the merger
consideration.



     C. In order to induce Parent and Merger Sub to complete the Contemplated Transactions, the
Joined Equityholder is willing to enter into this Agreement and has agreed to make certain
representations, warranties, covenants and agreements in connection with the Contemplated
Transactions.



     D. On or prior to the date hereof, the Joined Equityholder executed a written consent under
Section 228 of the Delaware General Corporation Law authorizing and approving the Merger, the
Contemplated Transactions, the Merger Agreement and the other Transaction Documents (the
“Written Consent”).



Agreement




     In consideration of the representations, warranties, covenants and agreements contained in
this Agreement, and intending to be legally bound hereby, each of the parties hereto agree as
follows:



     1. Limited
Joinder, Consent and Waiver of Appraisal Rights. The Joined Equityholder
hereby agrees to be bound by the terms and conditions set forth in Section 3.6(a), Article X
and Article XI of the Merger Agreement including, but not limited to, the indemnification
obligations of the Joined Equityholder set forth in Section 10.2 of the Merger Agreement. By
execution and delivery of this Agreement, the Joined Equityholder hereby unconditionally and
irrevocably acknowledges and agrees that: (a) the Written Consent has not been revoked, modified,
rescinded or amended by the Joined Equityholder and, to the knowledge of the Joined Equityholder,
is in full force and effect as of the date hereof; (b) so long as the Merger Agreement has not been
terminated and Parent and Merger Sub are in compliance therewith, the Joined Equityholder will not
revoke, modify, rescind or amend the Written Consent in any manner whatsoever; and (c) the Joined
Equityholder hereby unconditionally and irrevocably waives any and all appraisal rights under
Delaware law in connection with the Contemplated Transactions.



 









 





     2. Equityholder Representative. In accordance with Article XI of the Merger Agreement,
the Joined Equityholder hereby appoints the Equityholder Representative as the Joined
Equityholder’s true and lawful agent, proxy and attorney-in-fact, on his, her or its behalf to
exercise any or all of the powers, authority, and discretion conferred on him, her or it under this
Agreement, the Paying Agent Agreement and the Merger Agreement.



     3. Release.



          (a) Joined Equityholder Release. Effective upon the Closing, the Joined Equityholder,
on behalf of itself and the Joined Equityholder’s “Associated Parties” (as defined in Section
3(b)), hereby generally, irrevocably, unconditionally and completely releases and forever
discharges each of the “Company Releasees” (as defined in
Section 3(b)) from, and hereby
irrevocably, unconditionally and completely waives and relinquishes, each of the “Released Claims”
(as defined in Section 3(b)).




          (b) Definitions. The following terms shall have the following definitions:





          (i) “Associated Parties” means and includes, with respect to the Joined
Equityholder: (1) the Joined Equityholder’s past, present and future assigns; (2) the
Joined Equityholder’s beneficiary, grantor, trustee, if applicable; and (3) each Person
controlled by, controlling or under common control with the Joined Equityholder.





          (ii)
“Company Releasees” means (1) the Company and its Subsidiaries and each
of their respective successors and past, present and future assigns and, solely with
respect to matters involving the Company, directors, officers, employees, agents, attorneys
and representatives; and (2) solely with respect to matters involving the Company, each
other Equityholder which executes a joinder agreement substantially in the form of this
Agreement.




          (iii) “Claims” means all past and present disputes, claims, controversies, demands,
rights, obligations, liabilities, actions and causes of action of every kind and nature,
including: (1) any unknown, unsuspected or undisclosed claim; (2) any claim right or cause
of action based upon any breach of any express, implied, oral or written contract or
agreement; and (3) any appraisal rights under Delaware law.




          (iv) “Released Claims” means each Claim that the Joined Equityholder may have
had in the past or may now have (whether known or unknown) against any of the Company
Releasees. Notwithstanding the above, the term “Released Claims” shall not include: (1) any
Claim that the Joined Equityholder may have pursuant to the terms of the Merger Agreement
or any other Transaction Document; (2) any Claim that the Joined Equityholder may have for
unpaid wages for the payroll period immediately prior to the execution of this Agreement;
and (3) any Claim that the Joined Equityholder may have pursuant to the terms of this
Agreement.



          (c) Company Release. Effective upon the Closing, the Company hereby generally,
irrevocably, unconditionally and completely releases and forever discharges each of the “JH
Releasees” (as defined in Section 3(d)) from, and hereby irrevocably, unconditionally
and completely waives and relinquishes, each of the “Company Released Claims” (as defined
in Section 3(d)); provided, however, that (i) nothing herein shall be
deemed to waive, release, limit or impair, in any manner whatsoever, any of the rights or remedies
of Parent set forth in the Merger Agreement or any of the Transaction Documents; and (ii) the
release, discharge, waiver and relinquishment set forth in this
Section 3(e) shall not be
effective with respect to any Contract with the Company or any of its Subsidiaries to which the




2









 




Joined Equityholder is or was a party or by which of any of their assets are bound and which is not
expressly set forth on Schedule 4(g).




          (d) Additional Definitions. The following terms shall have the following
definitions:





          (i) “JH Releasees” means the Persons set forth on Schedule 3(c) and,
with respect to the affiliated investment funds set forth on Schedule 3(c), such
investment funds’ (1) respective successors and past, present and future assigns, (2)
general partners and limited partners and (3) the directors, officers and representatives
of the investment funds set forth on Schedule 3(c). FOR THE AVOIDANCE OF DOUBT, NO
OTHER PARTY EXECUTING A COPY OF THIS AGREEMENT SHALL BE DEEMED A JH RELEASEE.




          (ii) “Company Claims” means all past and present disputes, claims,
controversies, demands, rights, obligations, liabilities, actions and causes of action of
every kind and nature, including: (1) any unknown, unsuspected or undisclosed claim; (2)
any claim or right that may be asserted or exercised by the Company in any capacity; and
(3) any claim, right or cause of action based upon any breach of any express, implied,
oral or written contract or agreement.




          (iii) “Company Released Claims” means each Company Claim that the Company may
have had in the past or may now have (whether known or unknown) against any of the JH
Releasees related to the Company (excluding, for the avoidance of doubt, any Company Claim
against any of the JH Releasees (A) under the Merger Agreement or any other Transaction
Document, (B) related to any employment, consulting or similar Contract or relationship
between the JH Releasee and any Acquired Company and (C) any claim that the Company may
have pursuant to the terms of this Agreement).



     4. Representations and Warranties of the Joined Equityholder. The Joined
Equityholder represents and warrants to Parent and Merger Sub that the statements contained in this
Section 4 are accurate and complete as of the date of this Agreement and as of the Closing:



          (a)
Organization; Standing; Capacity. The Joined Equityholder is either (a) an Entity
that was duly incorporated, formed, or organized, and is validly existing and in good standing (if
the concept of good standing applies to such Joined Equityholder) under the Laws of the state of
its incorporation, formation, or organization or (b) a natural person having legal capacity to
enter into this Agreement.




          (b) Title. The Joined Equityholder: (a) has good and valid title to and record and
beneficial ownership of the number of shares of Company Capital Stock, Company Warrants and/or
Company Stock Options set forth below the Joined Equityholder’s name on the signature page hereto,
free and clear of all Encumbrances, other than Permitted Encumbrances; (b) has not granted any
option in or to any of the Company Capital Stock, Company Warrants or Company Stock Options of the
Joined Equityholder set forth below the Joined Equityholder’s name on the signature page hereto;
and (c) is not a party to any voting trust, voting agreement, investor rights, registration
rights, stockholder or other Contract relating to, binding on, or otherwise affecting the Company
Capital Stock, Company Warrants or Company Stock Options of the Joined Equityholder set forth
below the Joined Equityholder’s name on the signature page hereto other than (i) the Fifth Amended
and Restated Right of First Refusal and Co Sale Agreement, dated as of May 28, 2008, by and among
the Company and each of the persons listed on Schedule A thereto and (ii) the Fifth Amended and
Restated Investors’ Rights Agreement, dated as of May 28, 2008, by and among the Company and the
persons listed on Schedule A thereto.




3









 





          (c)
Authority; Execution and Delivery; Enforceability.





          (i) The Joined Equityholder has full power and authority to execute and deliver the
Transaction Documents to which the Joined Equityholder is or becomes a party, to perform the Joined
Equityholder’s obligations under such Transaction Documents and to consummate the Contemplated
Transactions applicable to the Joined Equityholder.




          (ii) The execution and delivery by the Joined Equityholder (if the Joined Equityholder is an
Entity) of the Transaction Documents to which the Joined Equityholder is or will become a party,
the performance by the Joined Equityholder of its obligations under such Transaction Documents and
the consummation by the Joined Equityholder of the Contemplated Transactions applicable to the
Joined Equityholder have been duly authorized by all necessary Entity action of the Joined
Equityholder including any required board of director, stockholder, member, manager, partner and
other authorizations or approvals under the Law applicable to such Person, or the Organizational
Documents of, the Joined Equityholder.




          (iii) Each Transaction Document to which the Joined Equityholder is a party has been duly
executed and delivered by the Joined Equityholder and constitutes the legal, valid and binding
obligation of the Joined Equityholder enforceable against the Joined Equityholder in accordance
with its terms, subject to the Remedies Exception. Each Transaction Document to which the Joined
Equityholder will become a party, when executed and delivered by the Joined Equityholder will have
been duly executed and delivered by the Joined Equityholder and will constitute the legal, valid
and binding obligation of the Joined Equityholder enforceable against the Joined Equityholder in
accordance with its terms, subject to the Remedies Exception.



          (d)
Consents and Authorizations; No Conflicts.





          (i) There is no material Governmental Authorization that the Joined Equityholder is required
to make with, give to or obtain from, any Governmental Entity in connection with the execution,
delivery and performance of the Transaction Documents to which the Joined Equityholder is a party
and the consummation of the Contemplated Transactions by the Joined Equityholder.




          (ii) There is no material Consent or Approval that the Joined Equityholder is required to
obtain in connection with the execution, delivery and performance of the Transaction Documents to
which it is a party and the consummation of the Contemplated Transactions by the Joined
Equityholder.




          (iii) The execution and delivery by the Joined Equityholder of this Agreement and the other
Transaction Documents to which the Joined Equityholder is or will become a party, and the
consummation by the Joined Equityholder of the Contemplated Transactions to the extent applicable
to the Joined Equityholder does not and will not, in any material respect:




          (1) contravene, conflict with, result in a violation or breach of, require any
filing, notice, waiver or Governmental Authorization under or give any Governmental Entity
the right to challenge any of the Contemplated Transactions or to exercise any
material remedy or obtain any material relief under, any Law or Judgment that is binding
on or applicable to, the Joined Equityholder or any of the Joined Equityholder’s assets
and properties;



4









 






          (2) constitute a material default or a material event of default under, or
result in or give to any Person any right of termination, cancellation, acceleration
or modification under, or any right to exercise any remedy or obtain any relief
under, any of the terms or provisions of any material Contract to which the Joined
Equityholder is a party;




          (3) contravene, conflict with or result in a violation of any provision of the
Organizational Documents of the Joined Equityholder, if the Joined Equityholder is
an Entity; or




          (4) result in the imposition or creation of, or give any Person any right to
create or impose, any lien or encumbrance, except for any Permitted Encumbrance, on
or with respect to any of the assets and properties of the Joined Equityholder.



          (e)
Proceedings; Judgments. There is no Proceeding pending or, to the knowledge of
the Joined Equityholder, threatened or any outstanding Judgment against, binding on or otherwise
affecting, the Joined Equityholder that may reasonably be expected to (a) cause, result in, or
give rise to, any legal restraint on, prohibition against or delay of, the Contemplated
Transactions or (b) impair, or have any adverse affect on, the ability of the Joined Equityholder
to perform its obligations under this Agreement or to consummate the Contemplated Transactions.




          (f) Brokers. The Joined Equityholder has not retained any Person to act as a broker
or finder, or agreed or become obligated to pay, or taken any action that might result in any
Person claiming to be entitled to receive, any brokerage commission, finder’s fee or similar
commission or fee in connection with any of the Contemplated
Transactions.




          (g) No Contracts. Except for the Contracts set forth on Schedule 4(g)
attached hereto, the Joined Equityholder executing this Agreement is not, and has never been,
party to any Contract with the Company or any of its Subsidiaries.




     5. Representations and Warranties of Parent. The representations and warranties of
Parent set forth in Article VI of the Merger Agreement are incorporated herein by reference, are
made to and for the benefit of the Joined Equityholder and are true and correct in all material
respects solely as of the date of the Merger Agreement.



     6. Confidential Information.



          (a) For
the purposes of this Section 6, “Confidential Information” means (i)
any and all trade secrets of each Acquired Company and any of its Subsidiaries concerning the
business and affairs of any Acquired Company or any of its Subsidiaries, their respective product
specifications, data, know-how, formulae, compositions, processes, designs, sketches, photographs,
graphs, drawings, samples, past, current and planned research and development, current and planned
manufacturing and distribution methods and processes, customer lists, current and anticipated
customer requirements, price lists, market studies, business plans, marketing plans, computer
software and programs (including object code and source code), database technologies, systems and
structures, architecture processes, improvements, devices, discoveries, concepts, methods,
patents, patent applications, inventions, ideas, improvements (whether patentable or not),
information and other IP Assets of any Acquired Company and any other information, however
documented, of any Acquired Company that is a trade secret under the common law or other Law; (ii)
any and all information concerning the business and affairs of any Acquired Company which has been
maintained as confidential by such Company, including historical




5









 




financial statements, financial projections and budgets, historical and projected sales,
contractual arrangements, capital spending budgets and plans, the names and backgrounds of key
personnel, customers, contractors, agents, vendors, suppliers and potential suppliers, personnel
training, techniques and materials and purchasing methods and techniques, however documented; and
(iii) any and all notes, analyses, compilations, studies, summaries and other material prepared by
or for any Acquired Company containing Confidential Information; provided, however,
that Confidential Information shall not include (1) information that is or becomes generally
available to the public on a non-confidential basis (including from a third party that is not
disclosed in breach of any obligation of confidentiality with respect to such information), unless
such information has become generally available as a result of any breach of this Agreement (2)
information that Parent expressly authorizes in writing may be disclosed, (3) information relating
to Joined Equityholder’s interest in the Company, the Transaction Documents and the Contemplated
Transactions; (4) information that is or has been independently developed or conceived by the
Joined Equityholder without use of the Confidential Information, or (5) information that is or has
been made known or disclosed to the Joined Equityholder by a third party without a breach of any
obligation of confidentiality such third party may have to any Acquired Company or any of their
respective Subsidiaries.




          (b) The Joined Equityholder acknowledges and agrees that the protection of the Confidential
Information is necessary to protect and preserve the value of the assets of the Acquired
Companies. Therefore, on and after the Effective Time, the Joined Equityholder shall (and shall
take such action necessary to cause each of the Joined Equityholder’s Representatives and
Affiliates not to): (i) disclose, to any Person or use for the Joined Equityholder’s own account,
or for the benefit of any third party (other than Parent and its Affiliates), any Confidential
Information, whether or not such information is embodied in writing or other physical form or is
retained in the memory of the Joined Equityholder without Parent’s express prior written consent;
(ii) use or reproduce any Confidential Information in any manner: or (iii) reverse engineer,
decompile, or otherwise attempt to derive the composition or underlying information, structure or
ideas, of any such Confidential Information. Nothing contained herein shall be deemed to prevent
disclosure of any of the Confidential Information if, in the reasonable opinion of the Joined
Equityholder’s legal counsel, such disclosure is legally required to be made in a Proceeding
pursuant to a valid subpoena or other applicable Judgment; provided, however, the
Joined Equityholder shall give Parent prompt written notice before disclosing any Confidential
Information in any such Proceeding and, in making such disclosure, such Joined Equityholder shall
disclose only that portion of the Confidential Information required to be disclosed and shall take
all reasonable efforts to preserve the confidentiality of the Confidential Information, including
supporting Parent (at Parent’s expense) in any intervention by Parent in such Proceeding.
Moreover, nothing in this Section 6(b) shall prohibit disclosure by the Joined
Equityholder to attorneys, accountants, consultants, and other professionals to the extent
necessary to obtain their services in connection with monitoring the Joined Equityholders’
investments and performance; provided, however, that the Joined Equityholder will
inform such attorneys, accountants, consultants and other professionals of the contents of this
Section 6 and the obligations of confidentiality contained herein, and will direct them to
observe its terms as they were parties hereto, prior to disclosure of any Confidential Information
to such Persons; provided, further, however, that the Joined Equityholder
shall be responsible for any breach of this Section 6 by any of the Joined Equityholder’s
attorneys, accountants, consultants or other professionals. Nothing in this Section 6(b)
shall prohibit disclosure by the Joined Equityholder that is reasonably required for (x)
compliance with Law, including, without limitation, compliance with SBA regulations, or (y)
reasonable and customary communication with its investors (if such
Joined Equityholder is an
entity which has investors) concerning the economic performance of such Joined Equityholder,
provided the Joined Equityholder takes reasonable steps to cause such Persons to maintain the
Confidential Information in confidence.




          (c) Promptly after the Effective Time, the Joined Equityholder agrees, with respect to all
documents, memoranda, notes, plans, records, reports and other
documentation, models,




6









 







components, devices or computer software, whether embodied in a disk or in other form (and all
copies of all of the foregoing), that contain Confidential Information and any other Confidential
Information that the Joined Equityholder (or any of the Joined Equityholder’s Representatives or
Affiliates) may then possess or have under the Joined Equityholder’s control, to (i) either: (A)
return and deliver to Parent at such reasonable times and in such manner as Parent may request, or
(B) destroy or otherwise render unreadable and (ii) deliver to Parent a certificate certifying as
to the compliance of such the Joined Equityholder with the obligations in this Section
6(c). The Joined Equityholder may, however, retain one (1) copy for archival purposes. The
parties acknowledge and agree that the Joined Equityholder’s computer system may automatically
retain back-up copies of Confidential Information. To the extent that such computer back-up
procedures create copies of the Confidential Information, the Joined Equityholder may retain such
copies in its archival or back-up computer storage for the period the Joined Equityholder normally
archives backed-up computer records. All copies of Confidential Information so retained by the
Joined Equityholder remain subject to the provisions of this Agreement until they arc destroyed,
deleted or erased. The Joined Equityholder acknowledges that Parent will have a proprietary
interest in the Confidential Information at and after the Effective Time and agrees that a material
breach of this Agreement shall occur if the Joined Equityholder (or any of the Joined
Equityholder’s Representatives or Affiliates) violates any provision of this Section 6. The
Joined Equityholder hereby acknowledges and agrees that the Joined Equityholder’s (or any of the
Joined Equityholder’s Representative’s or Affiliate’s) disclosure of the Confidential Information,
other than as authorized by the prior written consent of Parent, will result in irreparable injury
and damages to Parent and its Affiliates, and the Joined Equityholder acknowledges and agrees that
Parent is entitled to take such lawful action to the extent permitted by law as Parent deems
appropriate in order to prevent the Joined Equityholder (or any of the Joined Equityholder’s
Representatives or Affiliates) from making disclosures of the Confidential Information.




          (d) Notwithstanding
anything to the contrary in this Section 6, the provisions of
this Section 6 shall be ineffective and shall not apply to any individual set forth on
Schedule 3(c) who enters into an “Agreement to Protect Confidential Information, Assign
Inventions and to Prevent Solicitation” with the Company on the Closing Date.




     7. Indemnification. For a period of twenty-four months after the date hereof: (a) the
Joined Equityholder shall indemnify and hold harmless each Parent Releasee against and from any
Damages that are suffered or incurred at any time by such Parent Releasee, or to which such Parent
Releasee otherwise becomes subject at any time, and that arises directly or indirectly out of or
by virtue of, or relates directly or indirectly to, (i) any inaccuracy in or breach of any of the
representations and warranties of such Joined Equityholder set forth in Section 4 or (ii)
the assertion or purported assertion of any of the Released Claims by the Joined Equityholder or
any of the Joined Equityholder’s Associated Parties; and (b) each of Parent and the Company shall
indemnify and hold harmless the Joined Equityholder against and from any Damages that are suffered
or incurred at any time by the Joined Equityholder, or to which the Joined Equityholder otherwise
becomes subject at any time, and that arise directly or indirectly out of or by virtue of, or
relates directly or indirectly to, (i) any inaccuracy in or breach of any of the representations
and warranties set forth in Section 5 or (ii) the assertion or purported assertion of any
of the Company Released Claims by the Company. Notwithstanding anything to the contrary in this
Section 7, in no event shall the Joined Equityholder be required to make any payment
pursuant to this Section 7 that exceeds the Joined Equityholder’s Fully Diluted
Proportionate Share set forth on the JE Indemnity Allocation Schedule less all amounts paid by the
Joined Equityholder to any Parent Indemnitee pursuant to Article X of the Merger Agreement;
provided, however, that nothing herein shall limit or impair Parent’s rights or remedies pursuant
to the Merger Agreement.



     8. Disposition
of Equity Securities by Joined Equityholder; Acquisition Proposals.
Until the earlier of the termination of the Merger Agreement and the consummation of the
Contemplated Transactions, provided Parent and Merger Sub are in compliance with the Merger
Agreement, and
except



7









 




in connection with the conversion of Company Capital Stock, Company Warrants and Company Stock
Options into Merger Consideration as contemplated by Article III of the Merger Agreement, the
Joined Equityholder shall not (a) sell, transfer, assign or otherwise dispose of any Company
Capital Stock, Company Warrants or Company Stock Options held by the Joined Equityholder without
the prior written consent of Parent or (b) if an Entity, consummate any transaction that would
constitute or have the same effect as an Acquisition Proposal.




     9. Severance
Policies. The Company and the Parent hereby agree that in the event that the
employment of the Joined Equityholder is terminated after the Closing, the Company and/or the
Parent shall pay to the Joined Equityholder the following, notwithstanding any change in the
Company’s employment policies that may occur after closing: [NTD: Section 9(a) and (b) will be
included in the Joinder Agreement executed by Gita Ramachandran and David Danchak and no other
individuals. Section 9 in its entirety will be included in the Joinder Agreement executed by David
Rusin and no other individuals]



          (a) All amounts due to the Joined Equityholder for unused vacation/PTO time pursuant to the
terms of the Company’s vacation policy in effect on the Closing Date;




          (b) Severance pay equal to, at a minimum, two weeks of the Joined Equityholder’s
base pay plus two additional weeks of the Joined Equityholder’s base pay for every year the Joined
Equityholder was employed by the Company or any Subsidiary of the Company or the Surviving
Corporation in accordance with the terms of the Company’s severance policy in effect on the
Closing Date.




          (c) In addition, the Company and the Parent agree that in the event that the employment of
David Rusin is terminated after the Closing, the Company and/or the Parent will pay to David Rusin
all amounts due to David Rusin pursuant to the terms of the employment letter that he entered into
with American Fiber Systems, Inc. on May 1, 2000. [NTD: Provision only to be included in the
Joinder Agreement for David Rusin]




     10. General Provisions.



          (a) Assignment. This Agreement shall be binding upon, and inure to the benefit of,
each party to this Agreement and such party’s successors and
assigns (if any). Parent shall have
the right, without the consent of any other party, to assign all or a portion of its rights,
interests and obligations hereunder to one or more Affiliates and to any current or prospective
lender to Parent in connection with a bona fide financing. Otherwise, no party shall be permitted
to assign any of such party’s rights or delegate any of such party’s obligations under this
Agreement without the prior written consent of the other party.




          (b) No Third-Party Beneficiaries. This Agreement is for the sole benefit of the
parties hereto and their permitted assigns and nothing herein expressed or implied shall give or
be construed to give to any Person, other than the parties hereto and such assigns, any legal or
equitable rights hereunder. Without limiting the generality of the foregoing, other than as an
express party to this Agreement, no creditor of any of the parties shall have any rights under
this Agreement.




          (c) Counterparts. This Agreement may be executed and delivered in one or more counterparts,
each of which when executed and delivered shall be an original, and all of which when executed
shall constitute one and the same instrument. The exchange of copies of this Agreement and of
signature pages by facsimile or other electronic transmission shall constitute effective execution
and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement
for all




8









 






purposes. Signatures of the parties transmitted by facsimile or other electronic means shall be
deemed to be their original signatures for all purposes.




          (d) Severability. If any provision of this Agreement (or any portion thereof) or the
application of any such provision (or any portion thereof) to any Person or circumstance shall be
held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such
invalidity, illegality or unenforceability shall not affect any other provision hereof (or the
remaining portion thereof) or the application of such provision to any other Persons or
circumstances.




          (e)
Remedies Cumulative; Specific Performance. The rights and remedies of
the parties hereto shall be cumulative (and not alternative). Each of the parties acknowledges
that the parties will be irreparably damaged (and damages at law would be an inadequate remedy) if
this Agreement is not specifically enforced. The parties agree that: (i) in the event of any
breach or threatened breach by any party of any covenant, obligation or other provision set forth
in this Agreement, the other parties shall be entitled (in addition to any other remedy that may
be available to it) to (1) a decree or order of specific performance or mandamus to enforce the
observance and performance of such covenant, obligation or other provision and (2) an injunction
restraining such breach or threatened breach and (ii) no party shall be required to provide any
bond or other security in connection with any such decree, order or injunction or in connection
with any related action or Proceeding.




          (f)
Governing Law. EXCEPT AS OTHERWISE PROVIDED HEREIN, ALL QUESTIONS AND/OR DISPUTES
CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY SHALL BE GOVERNED BY THE INTERNAL LAWS, AND NOT THE LAW OF CONFLICTS, OF THE
STATE OF DELAWARE. PARENT, THE COMPANY, MERGER SUB AND THE JOINED EQUITYHOLDER, BY ACCEPTANCE OF
CONSIDERATION SPECIFIED IN THE MERGER AGREEMENT, HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREE TO
BE SUBJECT TO, AND HEREBY CONSENTS AND SUBMITS TO, THE JURISDICTION OF THE COURTS OF THE STATE OF
DELAWARE AND AGREE THAT ANY ACTION INVOLVING ANY EQUITABLE OR OTHER CLAIM SHALL BE BROUGHT
EXCLUSIVELY IN THE DELAWARE COURT OF CHANCERY. IN THE EVENT THAT THE DELAWARE COURT OF CHANCERY
DOES NOT ACCEPT JURISDICTION OVER ANY SUCH ACTION, THE JOINED EQUITYHOLDER, BY ACCEPTANCE OF
CONSIDERATION SPECIFIED IN THE MERGER AGREEMENT, HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES
THAT ANY SUCH ACTION THEN SHALL BE BROUGHT EXCLUSIVELY IN THE UNITED STATES DISTRICT COURT FOR THE
DISTRICT OF DELAWARE.




          (g) Rules of Construction. The parties hereto agree that they have been represented
by counsel during the negotiation and execution of this Agreement and, therefor, waive the
application of any law, regulation, holding or rule of construction providing that ambiguities in
an agreement or other document will be construed against the party drafting such agreement or
document.




          (h) Attorneys’ Fees. If any Proceeding relating to this Agreement or any of the Contemplated
Transactions or the enforcement thereof is brought against any party to this Agreement, the
prevailing party, if any, shall be entitled to recover reasonable attorneys’ fees,
costs and disbursements (in addition to any other relief to which the prevailing party may be
entitled).




[The Remainder of page intentionally left blank.]





9









 




The parties have duly executed this Agreement effective as of the date first set forth above.



	 	 	 	 	 	 	 

	 	 	COMPANY:	 	 
	 
	 	 	 	 	 	 
	 	 	AMERICAN FIBER SYSTEMS HOLDING CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	PARENT:	 	 
	 
	 	 	 	 	 	 
	 	 	ZAYO GROUP, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	MERGER SUB:	 	 
	 
	 	 	 	 	 	 
	 	 	ZAYO AFS ACQUISITION COMPANY, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 





[Signatures continue on following page]


[Signature Page to Joinder Agreement]


 








 






JOINED EQUITYHOLDER:




[_______________]




By:_______________

Name (Please print):

Title (If applicable):




Company Capital Stock Held




	 	 	 

	Common Stock:

	 	                                                            
	 
	Series A Preferred Stock:

	 	                                                            
	 
	Series B Preferred Stock:

	 	                                                            
	 
	Series C Preferred Stock:

	 	                                                            
	 
	Series D Preferred Stock:

	 	                                                            
	 
	Series E Preferred Stock:

	 	                                                            
	 
	Series F Preferred Stock:

	 	                                                            
	 
	 	 
	Company Stock Options Held
	 	 
	 
	Stock Options:

	 	                                                            
	 
	 	 
	Company Warrants Held
	 	 
	 
	Warrants for Common Stock:

	 	                                                            
	 
	Warrants for Series E Preferred Stock:

	 	                                                            






[Signature Page to Joinder Agreement]




 









 






Schedule 3(c) 




JH Releasees



Individuals

David Rusin

David Danchak

Gita Ramachandran




	 	 	 
	 	 	Directors, Officers or Representatives
	Investment Fund	 	of Investment Fund
	Eagle Holdings Ltd
	 	 
	 
	Hudson River Co- Investment Fund L.P.
	 	 
	 
	Lucent Venture Partners II LLC
	 	 
	 
	Sierra
Ventures VII, L.P.
	 	 
	 
	Sierra
Ventures VIII — A, L.P.
	 	 
	 
	Sierra
Ventures VIII — B, L.P.
	 	 
	 
	Sierra Ventures Associates VII, L.L.C.
	 	 
	 
	Sierra Ventures Associates VIII, L.L.C.
	 	 
	 
	North Atlantic Venture Fund III, A Limited Partnership
	 	 







 











 






Schedule 4(g)




Contracts with Joined Equityholders


The Joined Equityholder is a party to the following Contracts with the Company or any of
its Subsidiaries or by which any of their assets are bound: [Note: This schedule will be
tailored depending on who is signing the joinder agreement. Consider including certain
of the following contracts to which the Joined Equityholder may be a party.]



American Fiber Systems, Inc. Series A Preferred Stock Purchase Agreement, dated on or
about 05/09/2000 (and the consents, waivers, proceedings and approvals referenced
therein, each of which has been provided to Parent prior to the date of the Merger
Agreement).



American Fiber Systems Holding Corp. Series B Preferred Stock Purchase Agreement, dated
on or about 01/18/01 (and the consents, waivers, proceedings and approvals referenced
therein, each of which has been provided to Parent prior to the date of the Merger
Agreement).



American Fiber Systems Holding Corp. Series B Preferred Stock Purchase Agreement, dated
on or about 02/07/01 (and the consents, waivers, proceedings and approvals referenced
therein, each of which has been provided to Parent prior to the date of the Merger
Agreement).



American Fiber Systems Holding Corp. Series C Preferred Stock Purchase Agreement, dated
on or about 11/28/01 (and the consents, waivers, proceedings and approvals referenced
therein, each of which has been provided to Parent prior to the date of the Merger
Agreement).



American Fiber Systems Holding Corp. Series D Preferred Stock Purchase Agreement, dated
on or about 8/19/03 (and the consents, waivers, proceedings and approvals referenced
therein, each of which has been provided to Parent prior to the date of the Merger
Agreement).



American Fiber Systems Holding Corp. Series E Preferred Stock Purchase Agreement, dated
on or about 08/27/04 (and the consents, waivers, proceedings and approvals referenced
therein, each of which has been provided to Parent prior to the date of the Merger
Agreement).



American Fiber Systems Holding Corp. Series E Preferred Stock Purchase Agreement, dated
on or about 01/06/06 (and the consents, waivers, proceedings and approvals referenced
therein, each of which has been provided to Parent prior to the date of the Merger
Agreement).



American Fiber Systems Holding Corp. Series F Preferred Stock Purchase Agreement, dated
on or about 05/20/08 (and the consents, waivers, proceedings and approvals referenced
therein, each of which has been provided to Parent prior to the date of the Merger
Agreement).


American Fiber Systems, Inc. Investors Rights Agreement, dated on or about 05/09/00.



American Fiber Systems Holding Corp. Amended & Restated Investors Rights Agreement,
dated on or about 01/18/01.



American Fiber Systems Holding Corp. Amended & Restated Investors Rights Agreement,
dated on or about 12/07/01.



American Fiber Systems Holding Corp. Second Amended & Restated Investors Rights
Agreement, dated on or about 08/19/03.







 









 







American Fiber Systems Holding Corp. Third Amended & Restated Investors Rights Agreement, dated on
or about 08/27/04.



American Fiber Systems Holding Corp. Fourth Amended & Restated Investors Rights Agreement, dated on
or about 01/06/06.



American Fiber Systems Holding Corp. Fifth Amended & Restated Investors Rights Agreement, dated on
or about 05/28/08.



American Fiber Systems, Inc. Right of First Refusal & Co-Sale Agreement, dated on or about
05/09/00.



American Fiber Systems Holding Corp. Amended & Restated Right of First Refusal & Co-Sale
Agreement, dated on or about 01/18/01.



American Fiber Systems Holding Corp. Amended & Restated Right of First Refusal & Co-Sale
Agreement, dated on or about 12/07/01.



American Fiber Systems Holding Corp. Second Amended & Restated Right of First Refusal & Co-Sale
Agreement, dated on or about 08/19/03.



American Fiber Systems Holding Corp. Third Amended & Restated Right of First Refusal & Co-Sale
Agreement, dated on or about 08/27/04.



American Fiber Systems Holding Corp. Fourth Amended & Restated Right of First Refusal & Co-Sale
Agreement, dated on or about 01/06/06.



American Fiber Systems Holding Corp. Fifth Amended & Restated Right of First Refusal & Co-Sale
Agreement, dated on or about 05/28/08.



Employment Letter entered into between David Rusin and American Fiber Systems, Inc. on May 1,
2000.




 









 








Exhibit H-2 




Form of Common Stockholder Joinder Agreement



(See Attached)







 









 








JOINDER AGREEMENT (COMMON STOCKHOLDERS)




     This
JOINDER AGREEMENT (this “Agreement”), dated as of [                    ], 2010, is by
and among American Fiber Systems Holding Corp., a Delaware
corporation (the “Company”),
Zayo Group, LLC, a Delaware limited liability company
(“Parent”), Zayo AFS Acquisition
Company, Inc., a Delaware corporation (“Merger Sub”), the undersigned (the “Joined
Equityholder”), a holder of capital stock, options and/or warrants of the Company, and Robert
E. Ingalls, Jr., in his capacity as the designated representative of Equityholders
(“Equityholder Representative”). Capitalized terms used in this Agreement and not
otherwise defined have the meanings ascribed to such terms in the “Merger Agreement” (as defined
below), a copy of which has been made available to the Joined Equityholder.



Recitals




     Pursuant and subject to the terms and conditions of that certain Agreement and Plan of
Merger (as amended, modified and supplemented, the “Merger
Agreement”) dated as of June [_____], 2010, by
and among the Company, Parent, Merger Sub and the Equityholder Representative, the Company shall be
merged with and into the Merger Sub, whereupon the separate corporate existence of Merger Sub
shall cease and the Company shall continue as the surviving corporation. As a condition to its
willingness to enter into the Merger Agreement or as a condition to consummating the Contemplated
Transactions, each of Parent and Merger Sub have required that the Joined Equityholder enters into
this Agreement. The Joined Equityholder will derive substantial benefits from the closing of the
merger, including receiving a portion of the merger consideration. In order to induce Parent and
Merger Sub to complete the Contemplated Transactions, the Joined Equityholder is willing to enter
into this Agreement and has agreed to make certain representations, warranties, covenants and
agreements in connection with the Contemplated Transactions. On or prior to the date hereof, the
Joined Equityholder executed a written consent under Section 228 of the Delaware General
Corporation Law authorizing and approving the Merger, the Contemplated Transactions, the Merger
Agreement and the other Transaction Documents (the “Written Consent”).



Agreement




     In consideration of the representations, warranties, covenants and agreements contained in
this Agreement, and intending to be legally bound hereby, each of the parties hereto agree as
follows:



     1. Limited
Joinder, Consent and Waiver of Appraisal Rights. The Joined Equityholder
hereby agrees to be bound by the terms and conditions set forth in Section 3.6(a) and Articles X
and XI of the Merger Agreement including, but not limited to, the indemnification obligations of
the Joined Equityholder set forth in Section 10.2 of the Merger
Agreement. By execution and
delivery of this Agreement, the Joined Equityholder hereby unconditionally and irrevocably
acknowledges and agrees that: (a) the Written Consent has not been revoked, modified, rescinded or
amended and is in full force and effect as of the date hereof; (b) so long as the Merger Agreement
has not been terminated and Parent and Merger Sub are in compliance
therewith, the Joined
Equityholder will not revoke, modify, rescind or amend the Written Consent in any manner
whatsoever; and (c) the Joined Equityholder hereby unconditionally and irrevocably waives any and
all appraisal rights under Delaware law in connection with the Contemplated Transactions.



     2. Equityholder Representative. In accordance with Article XI of the Merger
Agreement, the Joined Equityholder hereby appoints the Equityholder Representative as the Joined
Equityholder’s true and lawful agent, proxy and attorney-in-fact, on his, her or its behalf to
exercise any or all of the powers, authority, and discretion conferred on him, her or it under
this Agreement, the Paying Agent Agreement and the Merger Agreement.



 









 





     3. Disposition
of Equity Securities by Joined Equityholder; Acquisition Proposals.
Until the earlier of the termination of the Merger Agreement and the consummation of the
Contemplated Transactions, and except in connection with the conversion of Company Capital Stock,
Company Warrants and Company Stock Options into Merger Consideration as contemplated by Article
 III of the Merger Agreement, the Joined Equityholder shall not (a) sell, transfer, assign or
otherwise dispose of any Company Capital Stock, Company Warrants or Company Stock Options held by
the Joined Equityholder without the prior written consent of Parent or (b) if an Entity,
consummate any transaction that would constitute or have the same effect as an Acquisition
Proposal.



     4. General Provisions. This Agreement shall be binding upon, and inure to the benefit
of, each party to this Agreement and such party’s successors and assigns (if any). Parent shall
have the right, without the consent of any other party, to assign all or a portion of its rights,
interests and obligations hereunder to one or more Affiliates and to any current or prospective
lender to Parent in connection with a bona fide financing. Otherwise, no party shall be permitted
to assign any of such party’s rights or delegate any of such party’s obligations under this
Agreement without the prior written consent of the other party. This Agreement is for the sole
benefit of the parties hereto and their permitted assigns and nothing herein expressed or implied
shall give or be construed to give to any Person, other than the parties hereto and such assigns,
any legal or equitable rights hereunder. Without limiting the generality of the foregoing, other
than as an express party to this Agreement, no creditor of any of the parties shall have any rights
under this Agreement. This Agreement may be executed and delivered in one or more counterparts,
each of which when executed and delivered shall be an original, and all of which when executed
shall constitute one and the same instrument. The exchange of copies of this Agreement and of
signature pages by facsimile or other electronic transmission shall constitute effective execution
and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement
for all purposes. Signatures of the parties transmitted by facsimile or other electronic means
shall be deemed to be their original signatures for all purposes. If any provision of this
Agreement (or any portion thereof) or the application of any such provision (or any portion
thereof) to any Person or circumstance shall be held invalid, illegal or unenforceable in any
respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall
not affect any other provision hereof (or the remaining portion thereof) or the application of such
provision to any other Persons or circumstances. The rights and remedies of the parties hereto
shall be cumulative (and not alternative). Each of the parties acknowledges that the parties will
be irreparably damaged (and damages at law would be an inadequate remedy) if this Agreement is not
specifically enforced. The parties agree that: (i) in the event of any breach or threatened breach
by any party of any covenant, obligation or other provision set forth in this Agreement, the other
parties shall be entitled (in addition to any other remedy that may be available to it) to (1) a
decree or order of specific performance or mandamus to enforce the observance and performance of
such covenant, obligation or other provision and (2) an injunction restraining such breach or
threatened breach and (ii) no party shall be required to provide any bond or other security in
connection with any such decree, order or injunction or in connection with any related action or
Proceeding. EXCEPT AS OTHERWISE PROVIDED HEREIN, ALL QUESTIONS AND/OR DISPUTES CONCERNING THE
CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
HEREBY SHALL BE GOVERNED BY THE INTERNAL LAWS, AND NOT THE LAW OF CONFLICTS, OF THE STATE OF
DELAWARE. PARENT, THE COMPANY, MERGER SUB AND THE JOINED EQUITYHOLDER, HEREBY IRREVOCABLY AND
UNCONDITIONALLY AGREE TO BE SUBJECT TO, AND HEREBY CONSENTS AND SUBMITS TO, THE JURISDICTION OF THE
COURTS OF THE STATE OF DELAWARE AND AGREE THAT ANY ACTION INVOLVING ANY EQUITABLE OR OTHER CLAIM
SHALL BE BROUGHT EXCLUSIVELY IN THE DELAWARE COURT OF CHANCERY. IN THE EVENT THAT THE DELAWARE
COURT OF CHANCERY DOES NOT ACCEPT JURISDICTION OVER ANY SUCH ACTION, THE JOINED EQUITYHOLDER, BY
ACCEPTANCE OF CONSIDERATION SPECIFIED IN THE MERGER AGREEMENT, HEREBY IRREVOCABLY AND
UNCONDITIONALLY AGREES







2









 







THAT ANY SUCH ACTION THEN SHALL BE BROUGHT EXCLUSIVELY IN THE UNITED STATES DISTRICT COURT FOR THE
DISTRICT OF DELAWARE. The parties hereto agree that they have been represented by counsel during
the negotiation and execution of this Agreement and, therefor, waive the application of any law,
regulation, holding or rule of construction providing that ambiguities in an agreement or other
document will be construed against the party drafting such agreement or document. If any Proceeding
relating to this Agreement or any of the Contemplated Transactions or the enforcement thereof is
brought against any party to this Agreement, the prevailing party, if any, shall be entitled to
recover reasonable attorneys’ fees, costs and disbursements (in addition to any other relief to
which the prevailing party may be entitled).




[The Remainder of page intentionally left blank.]




3









 







The parties have duly executed this Agreement effective as of the date first set forth above.




	 	 	 	 	 	 	 

	 	 	COMPANY:	 	 
	 
	 	 	 	 	 	 
	 	 	AMERICAN FIBER SYSTEMS HOLDING CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	PARENT:	 	 
	 
	 	 	 	 	 	 
	 	 	ZAYO GROUP, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	MERGER SUB:	 	 
	 
	 	 	 	 	 	 
	 	 	ZAYO AFS ACQUISITION COMPANY, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 






[Signatures continue on following page]




[Signature Page to Joinder Agreement]







 









 








	 	 	 	 	 	 	 

	JOINED EQUITYHOLDER:	 	 	 	 
	 
	 	 	 	 	 	 
	[                                        ]	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 

	 	 

	 	 	 	 
	Name (Please print):	 	 	 	 
	Title (If applicable):	 	 	 	 
	 
	 	 	 	 	 	 
	Common Stock Held:	 	 	 	 
	 

	 	 	 	 

	 	 
	Stock Options Held:	 	 	 	 
	 

	 	 	 	 

	 	 






[Signature Page to Joinder Agreement]






 









 









Exhibit I-1




 Form of Opinion of Adair Law Firm LLP



(See Attached)




 











 





[Form of opinion of Adair Law Firm, LLP]







Ladies and Gentlemen:
 


     We have acted as special counsel to American Fiber Systems Holding Corp.
(“Corporation”) in connection with the merger of                      pursuant to the terms and conditions of the                                         
Agreement by and among the Corporation and                                         , dated as of June ___, 2010 (the “Merger
Agreement”).



     This opinion is being delivered to you pursuant to Section 8.3(g) of the Merger Agreement.
Capitalized terms defined in the Merger Agreement and not otherwise defined herein shall have the
meanings given those terms in the Merger Agreement.



     In connection with the opinions expressed herein we have made such examination of matters of
law as we considered appropriate or advisable for the purposes hereof. As to matters of fact
material to the opinions expressed herein, we have relied upon the representations and warranties
as to factual matters contained in and made by the Corporation pursuant to the Merger Agreement and
other certificates and statements of government officials and officers of the Corporation. We have
also examined originals or copies of such corporate documents or records of the Corporation as we
have considered appropriate for the opinions expressed herein. We have assumed for the purposes of
this opinion that the signatures on documents and instruments examined by us as copies or
facsimiles conform with the originals. We have not independently verified any of these facts.



     In rendering this opinion, we have also assumed: (A) that the Merger Agreement has been duly
and validly executed and delivered by you or on your behalf and constitutes in its entirety your
valid, binding, and enforceable obligation; (B) that the representations and warranties made in
the Merger Agreement by you are true and correct; (C) that there are no facts or circumstances
peculiar to you and not known to us that might prevent you from enforcing any of the rights to
which our opinion relates; and (D) that there are no extrinsic agreements or understandings among
the parties to the Merger that would modify or interpret the terms of the Transaction Documents or
the respective rights or obligations of the parties thereunder. Without having made any
investigation for the purpose, we are not aware of any such extrinsic agreements or
understandings.



     Our opinions in paragraph 1 below are based solely upon our review of certificates of public
officials in the relevant states; and the opinion in paragraph 2 below is based solely upon our
review of the express provisions of the General Corporation Law of the State of Delaware.



     In connection with the opinions expressed below, we have examined the Corporation’s                      Amended
and Restated Certificate of Incorporation dated                     , 20___ (the “Charter”), the By-Laws (as amended
and as certified as accurate by the Corporation), the
stockholders’ and directors’ consents
to authorize the transactions contemplated by the Transaction Documents, and the minute and
stock record books of the Corporation in its possession. Officers of the Corporation have
represented to us that those records are complete and accurate and constitute all of the
Corporation’s documents with respect to the issuance of



1









 





shares of its capital stock, options, warrants, or other rights to purchase shares of its capital
stock. In addition, we have relied on representations made to us by officers of the Corporation as
to the nature of the consideration received for such shares and for the actual receipt of that
consideration.




     This opinion relates solely to the laws of the State of New York, the express provisions of
the General Corporation Law of the State of Delaware, and the federal law of the United States of
America, and we express no opinion with respect to the effect or application of any other laws.
With respect to any and all opinions rendered herein, to the extent such opinions would otherwise
purport to opine on matters governed by laws other than the laws of the State of New York, the
express provisions of the General Corporation Law of the State of Delaware, and the federal law of
the United States of America, we have assumed with your consent that such laws are identical in all
relevant respects to the laws of the State of New York.



     Where our opinion is stated to be “to the best of our knowledge” or “to our knowledge” or as
“known to us” we have relied for the facts necessary to state that opinion upon the
representations of the Corporation in the Transaction Documents and upon representations made to
us by officers of the Corporation, and we have made no further independent investigation.



     Based upon and limited by our examination, reliance, and assumptions described above, and
subject to the further limitations, exceptions, qualifications, and assumptions set forth below,
and except as set forth in the Merger Agreement, we are of the opinion that, as of the date
hereof:



     1. The Corporation is a corporation validly existing and in good standing under the laws of
the State of Delaware, and is duly qualified as a foreign corporation under the laws of the State
of New York.



     2. The Corporation has the requisite corporate power and authority to conduct its business as
presently being conducted; provided that this opinion does not cover the effect of any Federal,
state, or municipal law or regulation applicable to the laying, maintaining, or using of fiber
optic cable.



     3. Immediately prior to the Effective Time, the authorized capital stock of the
Corporation consisted of [                    ] shares of Company Capital Stock, of which [                    ] shares are
designated as shares of Common Stock and [                    ] shares are designated as shares of Preferred
Stock. Of the Preferred Stock: (a) [                    ] are designated as shares of Series A Preferred
Stock, par value $0.0001 per share (“Series A Stock”), (b) [                    ] are designated as shares
of Series B Preferred Stock, par value $0.0001 per share (“Series B Stock”), (c) [                    ] are
designated as shares of Series C Preferred Stock, par value $0.0001 per share (“Series C
Stock”), (d), ) [                    ] are designated as shares of Series D Preferred Stock, par value
$0.0001 per share (“Series D Stock”), (e) [                    ] are designated as shares of Series E
Preferred Stock, par value $0.0001 per share (“Series E Stock”), and (f) [                    ] are
designated as shares of Series F Preferred Stock, par value $0.0001 per share (“Series F Stock”).
Immediately prior to the Effective Time, there are issued and outstanding: [                    ] shares of
the Corporation’s Common Stock and [                    ] shares of the Corporation’s Preferred Stock, all of which
shares are fully paid and non-assessable and were







2









 







duly authorized and validly issued. Of the Corporation’s Preferred Stock, immediately prior to the
Effective Time, there are issued and outstanding: [                    ] shares of Series A Stock, [                    ] shares of
Series B Stock, [                    ] shares of Series C Stock, [                    ] shares of Series D Stock, [                    ] shares of
 Series E
Stock, and [                    ] shares of Series F Stock, all of which shares are fully paid and non-assessable and
were duly authorized and validly issued.




     4. To our knowledge, except for: (a) outstanding unexercised options to purchase [                    ]
shares of Company Common Stock, (b) outstanding unexercised warrants to purchase [                    ] shares
of Series E Stock, and (c) outstanding unexercised warrants to purchase [                    ] shares of Company
Common Stock, immediately prior to the Effective Time, there are no (a) outstanding
securities convertible into or exchangeable or exercisable for shares of capital stock of the
Company, (b) outstanding options, warrants, or rights for the purchase from the Company of,
or any agreements providing for the issuance by the Company of, any capital stock of the
Company, or (c) obligations of the Company to repurchase, exchange, or otherwise acquire or
retire any shares of capital stock of the Company.



     Our opinions expressed above are specifically subject to the following additional limitations,
exceptions, qualifications, and assumptions:



          (A) We express no opinion as to the Corporation’s compliance or noncompliance with
applicable federal or state antifraud or antitrust statutes, laws, rules, and regulations.




          (B) This opinion is rendered as of the date first written above solely for your benefit in
connection with the Closing under the Merger Agreement and may not be delivered to, quoted, or
relied upon by any person other than you, or for any other purpose, without our prior written
consent.




          (C) Our opinion is expressly limited to the matters set forth above and we render no
opinion, whether by implication or otherwise, as to any other matters relating to the
Corporation.




          (D) We assume no obligation to advise you of facts, circumstances, events, or developments
which hereafter may be brought to our attention and which may alter, affect, or modify the
opinions expressed herein.




Very truly yours,




ADAIR LAW FIRM, LLP








3









 








Exhibit I-2




Form
of Opinion of Hiscock & Barclay, LLP



(See Attached)



 









 






EXHIBIT I-2




CONFIDENTIAL




			
	 	 	 
	2000 HSBC PLAZA

100 CHESTNUT STREET

ROCHESTER, NEW YORK 14604

T 585 295 4400 • F 585 295 4401
	 	REACHUS@HBLAW COM








   
                 , 2010




Zayo Group LLC

901 Front Street, Suite 200




Louisville, CO 80027




Attn: Scott E. Beer, General Counsel



Re: American Fiber Systems Holding Corp.



Ladies and Gentlemen:



We have acted as special counsel to American Fiber Systems Holding Corp., a Delaware
corporation (the “Company”), in connection with the Agreement and Plan of Merger dated June __,
2010 (the “Merger Agreement”) among Zayo Group, LLC, ZAYO AFS Acquisition Company, Inc., the
Company and Robert E. Ingalls, Jr., as the Equityholder Representative. We are rendering this
opinion letter pursuant to Section 8.3(g) of the Merger Agreement. Unless otherwise indicated,
capitalized terms used herein shall have the same meaning as in the Merger Agreement.



As the basis for the conclusions expressed herein, we have reviewed the following documents:




     (a) the Merger Agreement;



     (b) the Certificate of Merger;



     (c) the Joinder Agreement;



     (d) the Company Charter, certified by the Secretary of State of the State of Delaware;



     (e) the By-Laws of the Company, certified by the Secretary of the Company;



     (f) Resolutions of the Board of Directors of the Company adopted at a meeting held on
June ___, 2010; and







 









 









Zayo Group, LLC
                
    , 2010




Page 2




     (g) Action by Written Consent of Stockholders in Lieu of a Special Meeting of
Stockholders of the Company dated                     , 2010. The documents listed in clauses (a)
through (c) above are hereinafter collectively referred to as the “Merger Documents.”


We have also received and reviewed executed or certified copies of such other certificates,
proceedings, proofs and documents as we have deemed necessary or desirable in connection
with the opinions hereinafter set forth. As to various questions of fact material to our
opinion, we have relied upon representations and warranties made by the Company in the
Merger Documents and upon certificates of officers of the Company, without any investigation
on our part of the facts represented therein.



We have made such inquiry of the Company and examined such documents, records and other
instruments and made such investigations of law as we deemed necessary and relevant as a
basis for this opinion.



Where reference is made in this opinion to matters within our knowledge, or to facts and
circumstances known to us, such reference means the knowledge of those attorneys within the
firm who have given substantive attention to matters relating to the Merger Agreement.



For purposes of our opinions, we have, with your permission, assumed without independent
investigation, the following: (1) that all parties to the Merger Documents, other than the
Company, have all requisite power and authority and have taken all necessary corporate or
other action to authorize the execution, delivery and performance of the Merger Documents and
other related documents as may be executed in connection therewith to which each of them is a
party and to effect the transactions contemplated thereby; (2) that all parties to the Merger
Documents, other than the Company, have duly executed and delivered the Merger Documents and
such other related documents to which each is a party, and the same constitute legal, valid
and binding obligations of such parties enforceable by and against each of them; (3) that the
Board of Directors of the Company is duly elected; (4) that the opinions expressed in the
opinion letter of Adair Law Firm, LLP to Parent dated the date hereof are accurate; (5) that
all documents submitted to us as originals or duplicate originals are authentic; (6) that all
documents submitted to us as copies, whether certified or not, conform to authentic
originals; and (7) that each party, other than the Company, has acted and will act in good
faith and will seek to enforce its rights and remedies under the Merger Documents in a
commercially reasonable manner.



Our opinion is limited to the date hereof. We do not in any event undertake to advise you or
any other Person of any facts or circumstances occurring or coming to our attention
subsequent to the date hereof.



We express no opinion as to the laws of any jurisdiction other than those of the State of New York,
the General Corporation Law of the State of Delaware (“DGCL”), and the Federal laws of the United
States of America. Our opinions do not address: (i) the Constitution of the State of Delaware or
any case law constituting the DGCL (including, without limitation, case law relating to the
fiduciary duties of directors); or (ii) any Laws or other regulatory matters relating to the
Company as a provider of telecommunications or similar services.




 









 





Zayo Group, LLC

                    ,
2010

Page 3



Based on the foregoing and subject to the assumptions and qualifications contained herein, we are
of the opinion that:




          (1) The Company has the requisite corporate power and corporate authority to execute and
deliver the Merger Documents and to perform its obligations thereunder.




          (2) Each of the Merger Documents has been duly authorized, executed and delivered by the
Company and constitutes the valid and binding agreement of the Company, enforceable against the
Company in accordance with its terms.




          (3) Neither the execution or delivery of the Merger Documents by the Company nor the
performance by the Company of its obligations under the Merger Documents: (a) violates or results
in a breach of the Company Charter or the By-Laws of the Company; (b) violates any law known to us
to be applicable to the Company, which in our experience is normally applicable to transactions of
the type provided for in the Merger Documents; or (c) violates any Judgment of any United States
federal or State of New York Governmental Entity known to us and binding upon the Company.




          (4) Upon delivery by the Company of the Certificate of Merger to the Secretary of State of the
State Delaware, together with payment of all relevant taxes, filing fees and other charges, and the
filing of the Certificate of Merger by the Secretary of State of the State of Delaware, the Merger
will be effective under the DGCL.




Our opinions are subject to the following additional qualifications:



          (a) our opinions are subject to the effect of bankruptcy, insolvency, reorganization,
arrangement, moratorium, fraudulent conveyance or other similar laws;




          (b) the binding effect and enforceability of the Merger Documents and the availability of
injunctive relief or other equitable remedies thereunder are subject
to the effect of general
principles of equity (regardless of whether enforcement is considered in proceedings at law or in
equity);




          (c) the binding effect and the enforceability of the Merger Documents are subject to the
effect of Laws and judicial decisions which have imposed duties and standards of conduct
(including, without limitation, obligations of good faith, fair dealing and reasonableness) or
have imposed public policy limitations upon contracting parties;




          (d) we express no opinion as to the enforceability of cumulative remedies to the extent such
cumulative remedies purport to or would have the effect of compensating the party entitled to the
benefits thereof in amounts in excess of the actual loss suffered by such party or would violate
applicable Laws concerning election of remedies or as to any provision that purports to provide a
party with a remedy for an immaterial breach;




 









 





Zayo Group, LLC

                    , 2010

Page 4




          (e) requirements in the Merger Documents specifying that provisions thereof may only be
waived in writing may not be valid, binding or enforceable to the extent that an oral agreement or
an implied agreement by implied practice or course of conduct has been created modifying any
provision of such documents;




          (f) we express no opinion as to the enforceability of the indemnification provisions in any
Merger Document to the extent such provisions might contravene public policy or might require
indemnification or payments to a party with respect to any litigation by or on behalf of a party
determined adversely to a party, or any loss, cost or expense arising out of a party’s negligence
or willful misconduct or any violation by a party of statutory duties, general principles of
equity or public policy;




          (g) we express no opinion as to whether the directors and officers of the Company have
properly exercised their fiduciary duties;




          (h) we express no opinion on any power of attorney in any Merger Document;




          (i) we express no opinion as to the authority or limitations of the authority of the
Accounting Referee;




          (j) we express no opinion as to the enforceability of Section 7.5 of the Merger Agreement;




          (k) we express no opinion as to the validity, binding effect or enforceability of any
provision of the Merger Documents which relate to service of process;




          (1) we express no opinion as to the enforceability of Article X of the Merger Agreement
against an Equityholder who does not execute and deliver a Joinder Agreement;




          (m) this opinion is subject to the Legal Opinion Principles issued by the Committee on Legal
Opinions of the American Bar Association’s Business Law Section as published in 53 Business Lawyer
831 (May 1998);




          (n) we express no opinion as to the validity or enforceability of: (i) provisions declaring
that failure to exercise or delay in exercising rights or remedies will not impair or operate as a
waiver of or acquiescence to any such right or remedy; (ii) provisions precluding modification,
waiver, discharge or termination of the Merger Documents or any provision thereof by oral
agreement or through conduct, custom, course of performance, action or dealing; (iii) provisions
that purport to require (or may be construed to require) waiver of the obligations of good faith,
fair dealing, diligence or reasonableness; (iv) any provision that purports to provide a party
with a remedy for a breach of which it had prior knowledge; (v) any provision that purports to
prohibit or restrict (or may be construed to prohibit or restrict) the Company from curing any
breach on its part; (vi) any provision releasing, exculpating or exempting a party from liability
for its own action or inaction, to the extent the party’s action or inaction involves negligence,
recklessness, willful misconduct or unlawful misconduct, or to the extent such




 









 





Zayo Group, LLC

                    ,
2010

Page 5



release, exculpation, or exemption is contrary to public policy or any applicable law;
(vii) provisions that purport to limit judicial discretion regarding the determination of
damages and entitlement to attorneys’ fees, costs, expenses or other items which are
unreasonable in nature or amount; (viii) provisions regarding the severability of any
provision judicially determined to be unenforceable to the extent any such unenforceable
provision is, or is integrally related to, an essential part of the agreed exchange; (ix)
provisions that purport to establish (or may be construed to establish) evidentiary
standards or burdens of proof; (x) waivers of notice requirements; (xi) waivers of jury
trials; (xii) forum selection clauses; (xiii) consents to jurisdiction, venue or manner of
service of process; (xiv) governing law provisions; (xv) any provision that purports to
release future or unknown claims; or (xvi) provisions relating to the effects of Laws which
may be enacted in the future;




          (o) under certain circumstances, the availability of a remedy may be limited or
precluded where another remedy has been selected, notwithstanding any provision of the
Merger Documents to the contrary; and



This opinion is provided to you for your exclusive use solely in connection with the
Contemplated Transactions and may not be relied upon by any person, or for any other purpose
without our prior written consent.




Very truly yours,








 









 








Exhibit J




Form Agreement to Protect Confidential Information, Assign Inventions

and to Prevent Unfair Solicitation



(See Attached)




 











 




AGREEMENT TO PROTECT CONFIDENTIAL INFORMATION, ASSIGN

INVENTIONS AND TO PREVENT SOLICITATION


     This AGREEMENT TO PROTECT CONFIDENTIAL INFORMATION, ASSIGN INVENTIONS AND TO PREVENT
SOLICITATION (this “Agreement”) is made and entered into as of [                     ], 2010 (the
“Effective Date”) among (i) American Fiber Systems Holding Corp., a Delaware corporation
(the “Company”), (ii) [                    ], an individual (“Restricted Person”),
and (iii) solely for the purposes of Section 3(e) below, Zayo Group, LLC, a Delaware
limited liability company (“Parent”), and American Fiber Systems, Inc., a Delaware
corporation (“AFS”). As used herein, the “Company” shall mean the Company and its present
and future parents, subsidiaries, predecessors, successors, assigns, and affiliates, including,
but not limited to, Parent and AFS.


Recitals


     A. Prior to the Effective Date, Restricted Person was an employee, officer and equityholder
of AFS, the business of which Parent acquired pursuant to a merger of Zayo AFS Acquisition
Company, Inc., a Delaware corporation (“Merger Sub”), with and into AFS whereby AFS survived as
the surviving corporation and became a wholly owned subsidiary of Parent (the
“Acquisition”).


     B. INTENTIONALLY DELETED.


     C. Through the course of Restricted Person’s employment with AFS, Restricted Person has
obtained “Confidential Information” (as defined below) about the business, affairs, and operating
results of AFS, including, without limitation, information about AFS’s clients and prospective
clients and their needs, pricing and capabilities.


     D. The Confidential Information, including, without limitation, customer lists, databases
and/or trade secrets, of the Company is unique and valuable to the Company and the Company would
suffer irreparable harm if Restricted Person were to divulge such Confidential Information or
trade secrets to those in competition with the Company or use such knowledge, information and
business acumen in competition with the Company.


Agreement


     In consideration of the terms and conditions of this Agreement it is agreed:


     1. Definitions.


          (a) “Affiliate” shall mean, with respect to any Person, any other Person that directly, or
indirectly through one or more intermediaries, controls, or is controlled by, or is under common
control with, such first Person. As used in this definition, “control” (including, with correlative
meanings, “controlled by” and “under common control with”) shall mean possession, directly or
indirectly, of power to direct or cause the direction of management or policies of such Person
(whether through ownership of securities or partnership or other ownership interests, by contract
or otherwise).


 








 




          (b) “AFS” shall have the meaning set forth in the introductory paragraph.


          (c) “Acquisition” shall have the meaning set forth in Recital A above.


          (d) “Agreement” shall have the meaning set forth in the introductory paragraph.


          (e) “Company” shall have the meaning set forth in the introductory paragraph.


          (f) “Company Inventions” shall have the meaning set forth in Section 4 below.


          (g) “Confidential Information” shall have the meaning set forth in Section 2
below.


          (h) “Contemplated Transactions” shall mean transactions contemplated by the Merger
Agreement.


          (i) “Customer” shall mean any Person to which AFS sold products or services to during
the one (1) year prior to the Effective Date.


          (j) “Effective Date” shall have the meaning set forth in the introductory paragraph.


          (k) “Employee of AFS” shall mean any Employee of AFS as of the Effective Date.


          (l)
“Enterprise” shall have the meaning set forth in Section 8 below.


          (m)
“Merger Agreement” shall mean that certain Agreement and Plan of Merger,
dated as of June [       ], 2010, by and among Parent, Merger Sub, American Fiber Systems
Holding Corp. and Robert E. Ingalls, Jr., as the equityholder representative.


          (n) “Merger Sub” shall have the meaning set forth in the recitals.


          (o) “Parent” shall have the meaning set forth in the introductory paragraph.


          (p) “Person” shall mean an individual, a partnership (limited or general), a
corporation, an association, a company, a trust, a joint venture or an unincorporated
organization.


          (q) “Prior Agreement” shall have the meaning set forth in Section 7 below.


          (r) “Restricted Area” shall mean the following markets: Atlanta; Boise; Carson City;
Cleveland; Kansas City; Minneapolis; Nashville; Reno; Salt Lake City; and Las Vegas.


          (s) “Restricted Business” shall mean providing metropolitan optical networking infrastructure,
dark fiber and transport (layer 2) services including ethernet transport, internet access, managed wavelengths and TDM transport and SONET ring services.


          (t) “Restricted Period” shall have the meaning set forth in Section 3(c)
below.


2








 




          (u) “Restricted Person” shall have the meaning set forth in the introductory paragraph.


          (v) “Transaction Documents” shall mean all documents related to the Acquisition.


     2. Confidential
Information.


          (a) For the purposes of this Section 1, “Confidential Information” means
(i) any and all trade secrets of the Company concerning the business and affairs of the
Company, its respective product specifications, data, know-how, formulae, compositions,
processes, designs, sketches, photographs, graphs, drawings, samples, past, current and
planned research and development, current and planned manufacturing and distribution methods
and processes, customer lists, current and anticipated customer requirements, price lists,
market studies, business plans, marketing plans, computer software and programs (including
object code and source code), database technologies, systems and structures, architecture
processes, improvements, devices, discoveries, concepts, methods, patents, patent
applications, inventions, ideas, improvements (whether patentable or not), information and
other IP Assets of the Company and any other information, however documented, of the Company
that is a trade secret under the common law or other Law; (ii) any and all information
concerning the business and affairs of the Company, including historical financial statements,
financial projections and budgets, historical and projected sales, contractual arrangements,
capital spending budgets and plans, the names and backgrounds of key personnel, customers,
contractors, agents, vendors, suppliers and potential suppliers, personnel training,
techniques and materials and purchasing methods and techniques, however documented; and (iii)
any and all notes, analyses, compilations, studies, summaries and other material prepared by
or for the Company containing or based, in whole or in part, upon any information included in
the foregoing; provided, however, that Confidential Information shall not include (1)
information that is or becomes generally available to the public on a non-confidential basis
(including from a third party that is not disclosed in breach of any obligation of
confidentiality with respect to such information), unless such information has become
generally available as a result of any breach of this Agreement, (2) information that the
Company expressly authorizes in writing may be disclosed; (3) information disclosed to
Restricted Person by a third party free of restrictions on confidentiality; (4) information
that is known by the Restricted Person or available to the Restricted Person prior or
subsequent to the time of disclosure to the Restricted Person, and was not obtained, directly
or indirectly, from the Company; (5) any blogs that are registered to the Restricted Person;
or (6) any information required to be disclosed pursuant to Section 8 below.


          (b) Restricted Person acknowledges and agrees that the protection of the Confidential
Information is necessary to protect and preserve the value of the assets of the Company. Therefore,
except as set forth below, during the Restricted Period, Restricted Person shall not: (i) disclose,
to any Person or use for Restricted Person’s own account, or for the benefit of any third party
(other than the Company and its Affiliates), any Confidential Information, whether or not such
information is embodied in writing or other physical form or is retained in the memory of
Restricted Person without the Company’s express prior written consent; (ii) use or reproduce any
Confidential Information in any manner; or (iii) reverse engineer, decompile, or otherwise attempt
to derive the composition or underlying information, structure or ideas, of any such Confidential
Information. Nothing contained herein shall be


3








 




deemed to prevent disclosure of any of the Confidential Information if, in the reasonable opinion
of Restricted Person’s legal counsel, such disclosure is legally required to be made pursuant to a
valid subpoena or other applicable judgment or as required in fulfilling or defending against
Restricted Person’s indemnification obligations set forth in the Merger Agreement; provided,
however, Restricted Person shall give the Company prompt written notice before disclosing any
Confidential Information in any such Proceeding and, in making such disclosure, Restricted Person
shall disclose only that portion of the Confidential Information required to be disclosed and shall
(at the Company’s expense) take all reasonable efforts to preserve the confidentiality of the
Confidential Information, including supporting the Company (at the Company’s expense) in any
intervention by the Company in such Proceeding. In addition, nothing shall prevent the Restricted
Person from using or disclosing Confidential Information in the Restricted Person’s capacity as an
employee or independent contractor of the Company. Moreover, nothing in this Section 2
shall prohibit disclosure of this Agreement and/or the Transaction Documents and/or information
related to the Restricted Person’s interest in the Company and/or information related to the
Contemplated Transaction by the Restricted Person to his or her spouse and/or to his or her
attorneys, accountants, consultants, and other professionals; provided, however,
that the Restricted Person will inform his or her spouse, attorneys, accountants, consultants and
other professionals of the contents of this Section 2 and the obligations of
confidentiality contained herein, and will direct them to observe its terms as they were parties
hereto, prior to disclosure of any Confidential Information to such Persons; provided,
further, however, that the Restricted Person shall be responsible for any breach of
this Section 2 by any of the Restricted Person’s spouse, attorneys, accountants,
consultants or other professionals.


          (c) Restricted Person agrees, with respect to all documents, memoranda, notes, plans,
records, reports and other documentation, models, components, devices or computer software,
whether embodied in a disk or in other form (and all copies of all of the foregoing), that contain
Confidential Information and any other Confidential Information that Restricted Person may possess
or have under Restricted Person’s control, to (i) either: (A) return and deliver to the Company at
such reasonable times and in such manner as the Company may reasonably request, or (B) destroy or
otherwise render unreadable and (ii) deliver to the Company a certificate certifying as to the
compliance of such Restricted Person with the obligations in this Section 2(c).
Notwithstanding the above, the Restricted Person may retain any Confidential Information that may
reasonably be necessary to defend any indemnification action that may arise pursuant to the terms
of the Merger Agreement. Restricted Person acknowledges that the Company will have a proprietary
interest in the Confidential Information at and after the Effective Date and agrees that a
material breach of this Agreement shall occur if Restricted Person violates any provision of this
Section 2. Restricted Person hereby acknowledges and agrees that Restricted Person’s
disclosure of the Confidential Information, other than as authorized by this Agreement or the
prior written consent of the Company, will result in irreparable injury and damages to the Company
and Restricted Person acknowledges and agrees that the Company is entitled to take such action as
the Company deems appropriate in order to prevent Restricted Person from making disclosures of the
Confidential Information that violates the terms of this Agreement.


     3. Non Solicitation; Non Disparagement.


          (a) INTENTIONALLY DELETED


4








 




          (b) INTENTIONALLY DELETED


          (c)
Covenants. Restricted Person, for a period of 12 months after the Effective Date
(the “Restricted Period”), shall not, except on behalf of the Company and/or any Affiliate
of the Company and except as otherwise directed in writing by the Company or its authorized
members, managers or officers:


               (1) INTENTIONALLY DELETED


               (2) induce or attempt to induce any Employee of AFS to leave the employ of AFS and work for
any Person that operates the Restricted Business in the Restricted Area;


               (3) induce or attempt to induce or solicit any Customer operating in the Restricted Area to
cease doing business with the Company;


               (4) solicit any Person who is a Customer operating in the Restricted Area to purchase products
or activities that are part of the Restricted Business; or


               (5) disparage Parent or its Affiliates (including the Company) in any way, other than
directly in connection with the resolution of a dispute between Restricted Person and Parent.


          (d) Restricted Person acknowledges and agrees that the covenants contained in Section
3(c) are reasonable with respect to their duration and scope, and are reasonable because,
among other reasons, companies in the industry in which the Company competes operate on a wide
geographical basis.


          (e) Neither Parent, AFS nor the Company, for the Restricted Period, shall, directly or
indirectly, disparage Restricted Person in any way, other than directly in connection with the
resolution of a dispute between Restricted Person, on the one hand, and Parent, AFS or the
Company, on the other hand.


     4. Inventions.


          (a) Definition of Company Inventions. “Company Inventions” means all ideas,
processes, trademarks and service marks, inventions, discoveries and improvements to any of the
foregoing, that Restricted Person learns of, conceives, develops or creates, alone or with others,
during Restricted Person’s employment with the Company (whether or not conceived, developed or
created during regular working hours), that directly or indirectly arise from or relate to: (i)
the Company’s business, products or services; or (ii) work performed for the Company by Restricted
Person or any other employee, agent or contractor of the Company; or (iii) the use of the
Company’s property or time; or (iv) access to the Company’s Confidential Information or
Confidential Records. Notwithstanding the above, “Company Inventions” shall not include any blogs
that are registered to the Restricted Person prior to or after the Effective Date.


5








 




          (b) Disclosure of Company Inventions. Upon the Company’s request, Restricted Person
shall promptly disclose to the Company or its designee, in a manner specified by the Company in
its reasonable discretion, all Company Inventions of which Restricted Person has any knowledge,
irrespective of whether that knowledge is complete or incomplete, and irrespective of whether any
such Company Invention or any aspect thereof has been described in or committed to writing, in
whole or part, by any other person.


          (c) Assignment. Restricted Person hereby assigns to the Company, Restricted Person’s
entire right, title and interest in all Company Inventions, which shall be the sole and exclusive
property of the Company whether or not subject to patent, copyright, trademark, trade secret or
other protection. Restricted Person also acknowledges that all original works of authorship that
are made by Restricted Person (solely or jointly with others), within the scope of Restricted
Person’s employment with the Company, and that are protectable by copyright, are “works made for
hire,” as that term is defined in the United States Copyright
Act (17 U.S.C. §§ 101, et seq.). To the extent that any such works, by operation of law, cannot be “works made for hire,”
Restricted Person hereby assigns to Company all right, title, and interest in and to such works and
to any related copyrights.


          (d) Additional Instruments. Restricted Person shall promptly execute, acknowledge and
deliver to the Company all additional instruments or documents reasonably deemed at any time by
the Company to be necessary to carry out the intentions of this Section 4. If the Company
is unable, after reasonable effort, to secure Restricted Person’s signature on any document needed
to apply for or prosecute any patent, copyright, or other right or protection relating to a
Company Invention, Restricted Person hereby designates and appoints the Company and its duly
authorized officers and agents as Restricted Person’s agent and attorney-in-fact, to act for and
on Restricted Person’s behalf to execute, verify and file any such applications and to do all
other lawfully permitted acts to further the prosecution and issuance of patents, copyrights and
other rights and protection thereon with the same legal force and effect as if executed by him.
Such appointment shall be irrevocable and coupled with an interest.


     5. Survival. Restricted Person’s obligations under this Agreement shall survive the
termination of Restricted Person’s employment with the Company and shall thereafter be enforceable
whether or not such termination is claimed or found to be wrongful or to constitute or result in a
breach of any contract or of any other duty owed or claimed to be owed to Restricted Person by the
Company or any the Company employee, agent or contractor.


     6. Remedies. Restricted Person acknowledges that if Restricted Person breaches any
obligation under this Agreement, the Company will suffer immediate and irreparable harm and damage
for which money alone cannot fully compensate the Company. Restricted Person therefore agrees that
upon such breach or threatened breach of any obligation under this Agreement, the Company shall be
entitled to a temporary restraining order, preliminary injunction, permanent injunction or other
injunctive relief, without posting any bond or other security, compelling Restricted Person to
comply with any or all such provisions. This Section 6 shall not be construed as an
election of any remedy, or as a waiver of any right available to the Company under this Agreement
or the law, including the right to seek damages from Restricted Person for a breach of any
provision of this Agreement, nor shall this Section 6 be construed to


6








 




limit the rights or remedies available under applicable law for any violation of any provision of
this Agreement.


     7. Other Agreements. In the event of any direct conflict between any term of this
Agreement and any term of any other agreement executed by Restricted Person, the terms of this
Agreement shall control. The parties agree that the provisions of this Agreement shall replace the
terms of any agreement executed by the Restricted Person and delivered to the Company prior to the
Effective Date (other than any contract or agreement executed by the Restricted Person in
connection with the Contemplated Transactions) which contains nondisclosure, noncompete,
confidentiality, nonsolicitation and/or assignment of intellectual property provisions, including
but not limited to a certain Employee Nondisclosure, Non Competition and Assignment Agreement
(collectively a “Prior Agreement”). Any Prior Agreement is hereby terminated.


     8. Disclosure of this Agreement. At the earliest practicable date, Restricted Person
shall provide a copy of this Agreement to every business enterprise that is engaged in the
Restricted Business in the Restricted Area and that Restricted Person does not control, and for
which Restricted Person performs any employment, consulting or other independent contractor
services (an “Enterprise”), during the 12 month period following the Effective Date,
provided that in no event shall Restricted Person provide such an Enterprise with a copy of this
Agreement later than the first day of Restricted Person’s employment by or performance of services
for such Enterprise.


     9. Non-Assistance.
Restricted Person agrees not to assist any third person or company
in contesting or attacking the Company’s rights in and/or to any copyright, patent, trademark or
other trade secret or confidential or proprietary information, except pursuant to subpoena or
court order.


     10. Miscellaneous.


          (a) Heirs and Assigns. This Agreement shall inure to the benefit of the Company, its
successors or assigns, and shall be freely assignable by the Company at any time upon written
notice to the Restricted Person.


          (b)
Applicable Law; Jurisdiction; Venue. This Agreement will be governed by and
construed in accordance with the laws of the State of New York without regard to its principles of
conflicts of law. The County of Monroe in the State of New York is hereby designated as the
exclusive forum for any action or proceeding arising from or in any way connected to this
Agreement, and the parties hereby expressly consent to the personal jurisdiction of the state or
federal courts in this forum.


          (c) Notices. Any notice or other communication which is required to be given under
the terms of this Agreement shall be in writing and shall be delivered personally, or sent
by registered mail, or by certified mail return receipt requested to the following address:


7








 




if to the Company, Parent or Merger Sub, to:


Zayo Group LLC

901 Front Street, Suite 200

Louisville, Colorado 80027

Attention: Scott E. Beer, General Counsel

Email: sbeer@zayo.com

Fax No.: (303) 226-5923


with a copy to:


Holme Roberts & Owen LLP

1700 Lincoln Street, Suite 4100

Denver, Colorado 80203

First Attention: Hendrik F. Jordaan

First Email: hendrik.jordaan@hro.com

Second Attention: Christopher J. Wagner

Second Email: chris.wagner@hro.com

Fax No.: (303) 866-0200


if to the Restricted Person, to:


                                                            


                                                            


                                                            


                                                            


with a copy to:

McConville, Considine, Cooman & Morin, P.C.

25 East Main Street, Suite 400

Rochester, New York 14614

Attention: Amy L. Varel


     Any notice which is mailed shall be deemed to have been given on the second business
day after the day of mailing (not counting the day mailed), irrespective of the date of
receipt. Notices may be signed and given by the attorney for the party sending the notice. A new
address may be designated by notice.


      
    (d) Severability. If any court of competent jurisdiction declares any provision of
this Agreement, or portion thereof, invalid or unenforceable, the
 remainder of the Agreement shall remain fully enforceable. To the extent that any court concludes that any provision of this


8








 




Agreement is void or voidable, the court shall reform such provision(s) to render the
provision(s) enforceable, but only to the extent absolutely necessary to render the
provision(s) enforceable and only in view of the parties’ express desire that the Company
be protected to the greatest extent allowed by law from the solicitation of Customers by
the Restricted Person and/or the misuse or disclosure of Confidential Information and/or
Company Inventions.


          (e)
Modifications. Except as authorized by Section 10(d), this
Agreement shall not be modified or amended except by a written agreement signed by both parties.


[Signatures on Following Page]


9








 




     IN WITNESS WHEREOF, Restricted Person, the Company, AFS and Parent have executed this
Agreement as of the date set forth above.



	 	 	 	 	 	 	 	 	 

	RESTRICTED PERSON:	 	 	 	AMERICAN FIBER SYSTEMS HOLDING CORP.	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name:
	 	 	 	By:	 	 	 	 
	 
	 	 	 	Name:	 	 
	 	 
	 
	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	AMERICAN FIBER SYSTEMS, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	By	 	 	 	 
	 
	 	 	 	Name:	 	 
	 	 
	 
	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	ZAYO GROUP, LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	By:	 	 	 	 
	 
	 	 	 	Name:	 	 
	 	 
	 
	 	 	 	Title:	 	 	 	 





[Signature Page to Agreement to Protect Confidential Information. Assign Inventions and to Prevent Solicitation]


 








 








Exhibit K




 Form of USC Consent



(See Attached)




 











 





RESOLUTION OF ACKNOWLEDGEMENT AND CONSENT




BY US CARRIER TELECOM HOLDINGS, LLC



REGARDING THE ACQUISITION BY MERGER OF AMERICAN FIBER SYSTEMS HOLDING CORP.



BY ZAYO GROUP, LLC.



     Whereas, US Carrier Telecom Holdings, LLC and the Board of Managers received prior written
notice in conformance with Section 7.1 of the Amended & Restated Operating Agreement of US Carrier
Telecom Holdings, LLC (“Operating Agreement”, capitalized terms used herein having the same meaning
as in the Operating Agreement), regarding the acquisition by merger of American Fiber Systems
Holding Corp., by Zayo Group, LLC; and



     Whereas, prior written consent of the Board of Managers is required under Section 7.1 of
the Operating Agreement for a Transfer on a Member’s Membership Units; and



     Whereas, the Board of Managers believes it is in the best interest of all parties to
afford both acknowledgement and prior written consent of the above referenced acquisition.



BE IT HEREBY RESOLVED:





	 	1.	 	That US Carrier Telecom Holdings, LLC and each of the Managers serving on the
Board of Managers acknowledge they received timely notice of the acquisition by merger
of American Fiber Systems Holding Corp, by Zayo Group, LLC and;
	 
	 	2.	 	Pursuant to Section 7.1 of the Operating Agreement, the Board of Managers and
each Manager hereby grants its express, prior, written consent to the acquisition by
merger of American Fiber Systems Holding Corp, by Zayo Group, LLC and any Transfer of
AFS’s Membership Units resulting from the above-referenced acquisition; and
	 
	 	3.	 	The Board of Managers and each Manager have determined that the above-referenced
acquisition does not give rise to any rights of the Members under the Operating
Agreement, including with respect to any rights of first refusal or co-sale under
Article VII of the Operating Agreement.





Entered into this, the     
    
             
                  
  day of             
            
                , 2010




ADD SIGNATURE BLOCKS FOR ALL MANAGERS ON BOARD OF MANAGERS




- 1 -









 





Schedule 1-A




Company Subsidiaries



(See Attached)



 









 





Schedule 1-A — Company Subsidiaries




Subsidiary




American Fiber Systems, Inc.




 









 





Schedule 1-B




Assumed Capital Leases



(See Attached)



 









 





Schedule 1-B — Assumed Capital Leases




None




 









 





Schedule 3.7




Pro Forma Working Capital



(See Attached)



 









 






Schedule 3.7 — Working Capital Accounts — Definitions




Definitions




	 	 	 	 	 
	Account Number	 	Account Name	 	Description
	1-00-00-1100

	 	Accounts Receiveable
	 	Open Trade Invoices to Customers
	 
	 	 	 	 
	1-00-00-1180

	 	Accounts Receiveable Reserve
	 	Reserve for bad debts for AR
	 
	 	 	 	 
	1-00-00-1280

	 	Short Term Deposits
	 	Deposits due within 1 year
	 
	 	 	 	 
	1-00-00-2000

	 	Accounts Payable
	 	Open Trade Invoices from Vendors
	 
	 	 	 	 
	1-00-00-2060

	 	Accrued Travel
	 	Approved but unpaid T&E due to employees
	 
	 	 	 	 
	1-00-00-2080

	 	A/P Accrual
	 	amounts due to vendors but not invoiced — expected within 1 month
	 
	 	 	 	 
	1-10-00-2110

	 	Sales Tax Payable — Georgia
	 	sales taxes billed and payable to Georgia
	 
	 	 	 	 
	1-20-00-2110

	 	Sales Tax Payable — Ohio
	 	sales taxes billed and payable to Ohio
	 
	 	 	 	 
	1-40-00-2110

	 	Sales Tax Payable — Missouri
	 	sales taxes billed and payable to Missouri
	 
	 	 	 	 
	1-50-00-2110

	 	Sales Tax Payable — Tennessee
	 	sales taxes billed and payable to Tennessee
	 
	 	 	 	 
	1-60-00-2110

	 	Sales Tax Payable — Utah
	 	sales taxes billed and payable to utah
	 
	 	 	 	 
	1-70-00-2110

	 	Sales Tax Payable — Minnesota
	 	sales taxes billed and payable to Minnesota
	 
	 	 	 	 
	1-00-00-2120

	 	Lit Svcs-Federal USF
	 	Federal USF fees billed and payable
	 
	 	 	 	 
	1-00-00-2135

	 	Accrued Property Tax
	 	Property taxes proportionately accrued but not invoiced
	 
	 	 	 	 
	1-00-00-2150

	 	Accrued Payroll
	 	Payroll proportionately accrued but not paid
	 
	 	 	 	 
	1-00-00-2155

	 	Accrued Bonus
	 	Bonuses accrued but not paid
	 
	 	 	 	 
	1-00-00-2160

	 	Accrued Fringe Benefit
	 	Fringe Benefits costs (Health insurance, taxes, other insurances, etc) proportionately accrued but not paid
	 
	 	 	 	 
	1-00-00-2165

	 	Accrued Commissions
	 	Commissions earned but not paid
	 
	 	 	 	 
	1-00-00-2175

	 	Other Accrued Expense
	 	Other Accrued expenses (Franchise fees, ROWs, Pole & Conduit fees, professional
fees, rent leveling, taxes, any other expense due but not invoiced excluding
maintenance, relocation expenses and AP accruals)
	 
	 	 	 	 
	1-00-00-2180

	 	Other Accrued Expense — Maintenance
	 	proportionate amount of maintenance expense incurred but not invoiced
	 
	 	 	 	 
	1-00-00-2185

	 	Accrued Repairs and Relos
	 	Amounts due to vendors for relocation expenses and repairs (greater than $2500) incurred but not invoiced
	 
	 	 	 	 
	1-20-00-2190

	 	Accrued Interest — Ohio Property Taxes
	 	Interest expenses due but not invoiced for Ohio Property taxes







 












 




Schedule 3.7
— Working Capital — Forecast — Capital and Accounts Receiveable 

In Thousands
(000’s)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	[ILLEGIBLE]	 	[ILLEGIBLE]	 	[ILLEGIBLE]	 	[ILLEGIBLE]	 	[ILLEGIBLE]	 	[ILLEGIBLE]
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Monthly Capital Spend
	 	 	964	 	 	 	863	 	 	 	1,011	 	 	 	951	 	 	 	929	 	 	 	4,749	 
	Forecast/Business Day
	 	 	42	 	 	 	41	 	 	 	46	 	 	 	47	 	 	 	46	 	 	 	 	 








 




			
	*	 	Capital Expenditure forecasted — to be calculated from date of Agreement to Closing on a per
business day basis.
	 
	*	 	Capital Expenditure includes invoices received plus inventory utilized on projects plus
capitalized labor in accordance with Company current policy.





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Account	 	Jun-10	 	Jul-10	 	Aug-10	 	Sep-10	 	Oct-10
	Net Accounts Receiveable
	 	$	3,890	 	 	$	3,640	 	 	$	3,724	 	 	$	4,012	 	 	$	4,084	 






 









 






Schedule 6.3(a) 




Parent and Merger Sub — Consents and Authorizations; No Conflicts



(See Attached)



 









 





Schedule 6.3(a)




Parent
and Merger Sub — Consents and Authorizations; No Conflicts


1. The Governmental Authorizations set forth in Section 5.4(a) of the Disclosure Schedule are
incorporated herein by reference to the extent that such filings require Parent’s
participation.



2. The consent of each of the board of managers and majority investor members of Communication
Infrastructure Investments, LLC, the board of managers of Parent, the board of directors of
Zayo Group Holdings, Inc., the board of directors of Merger Sub and the sole stockholder of
Merger Sub is required in connection with the consummation of the Contemplated Transactions.





 












 





Schedule 8.3(c)




Required Joined Equityholders



(See Attached)

















 






Schedule 8.3 (c)



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	ISSUE	 	CERT	 	 	 	 
	NAME	 	DATE	 	NUMBER	 	Type	 	Outstanding
	Sierra Ventures Associates VII, L.L.C.
	 	 	11/17/2000	 	 	PA-1	 	Preferred A	 	 	909,091	 
	Sierra
Ventures VII, L.P.
	 	 	11/17/2000	 	 	PA-2	 	Preferred A	 	 	9,090,909	 
	Lucent Venture Partners II LLC
	 	 	11/17/2000	 	 	PA-3	 	Preferred A	 	 	2,400,000	 
	Sierra Ventures VII, L.P.
	 	 	1/18/2001	 	 	PB-2	 	Preferred B	 	 	4,242,425	 
	Lucent Venture Partners II LLC
	 	 	1/18/2001	 	 	PB-3	 	Preferred B	 	 	2,000,000	 
	Sierra Ventures Associates VII, L.L.C.
	 	 	1/18/2001	 	 	PB-4	 	Preferred B	 	 	424,242	 
	Eagle Holdings Ltd
	 	 	8/1/2002	 	 	PB-10	 	Preferred B	 	 	167,111	 
	Sierra Ventures VIII — A, L.P.
	 	 	12/7/2001	 	 	PC-1	 	Preferred C	 	 	16,876,626	 
	Sierra Ventures Associates VIII, L.L.C
	 	 	12/7/2001	 	 	PC-2	 	Preferred C	 	 	511,259	 
	Lucent Venture Partners II LLC
	 	 	12/7/2001	 	 	PC-4	 	Preferred C	 	 	5,265,958	 
	Sierra Ventures VIII — B, L.P.
	 	 	12/7/2001	 	 	PC-5	 	Preferred C	 	 	165,307	 
	Eagle Holdings Ltd
	 	 	8/1/2002	 	 	PC-6	 	Preferred C	 	 	200,000	 
	North Atlantic Venture Fund III, A Limited Partnership
	 	 	8/19/2003	 	 	PD-1	 	Preferred D	 	 	7,956,960	 
	Sierra Ventures VII, L.P.
	 	 	8/19/2003	 	 	PD-2	 	Preferred D	 	 	2,116,811	 
	Sierra Ventures Associates VII LLC*
	 	 	8/19/2003	 	 	PD-3	 	Preferred D	 	 	211,680	 
	Sierra Ventures VIII-A, L.P.
	 	 	8/19/2003	 	 	PD-4	 	Preferred D	 	 	2,861,570	 
	Sierra Ventures VIII-B, L.P.
	 	 	8/19/2003	 	 	PD-5	 	Preferred D	 	 	27,896	 
	Sierra Ventures Associates VIII, LLC*
	 	 	8/19/2003	 	 	PD-6	 	Preferred D	 	 	86,683	 
	Lucent Venture Partners II LLC
	 	 	8/19/2003	 	 	PD-7	 	Preferred D	 	 	2,232,230	 
	Eagle Holdings Ltd
	 	 	9/4/2003	 	 	PD-8	 	Preferred D	 	 	420,090	 
	North Atlantic Venture Fund III, A Limited Partnership
	 	 	8/27/2004	 	 	PD-9	 	Preferred D	 	 	636,559	 
	Sierra Ventures VII, L.P.
	 	 	8/27/2004	 	 	PD-10	 	Preferred D	 	 	169,345	 
	Sierra Ventures Associates VII, LLC*
	 	 	8/27/2004	 	 	PD-11	 	Preferred D	 	 	16,934	 
	Sierra
Ventures VIII-A, L.P.
	 	 	8/27/2004	 	 	PD-12	 	Preferred D	 	 	226,926	 
	Sierra Ventures VIII-B, L.P.
	 	 	8/27/2004	 	 	PD-13	 	Preferred D	 	 	2,232	 
	Sierra Ventures Associates VIII, LLC*
	 	 	8/27/2004	 	 	PD-14	 	Preferred D	 	 	6,935	 
	Lucent Venture Partners II LLC
	 	 	8/27/2004	 	 	PD-15	 	Preferred D	 	 	178,579	 
	Eagle Holdings Ltd
	 	 	8/27/2004	 	 	PD-16	 	Preferred D	 	 	33,607	 
	North Atlantic Venture Fund III, A Limited Partnership
	 	 	8/31/2004	 	 	PE-1	 	Preferred E	 	 	4,243,712	 
	Sierra Ventures VII, L.P.
	 	 	8/31/2004	 	 	PE-2	 	Preferred E	 	 	3,704,811	 
	Sierra Ventures Associates VII LLC
	 	 	8/31/2004	 	 	PE-3	 	Preferred E	 	 	370,479	 
	Sierra Ventures VIII-A L.P.
	 	 	8/31/2004	 	 	PE-4	 	Preferred E	 	 	5,007,478	 
	Sierra Ventures VIII-B L.P.
	 	 	8/31/2004	 	 	PE-5	 	Preferred E	 	 	48,669	 
	Sierra Ventures Associates VIII, LLC
	 	 	8/31/2004	 	 	PE-6	 	Preferred E	 	 	151,683	 
	Lucent Venture Partners II LLC
	 	 	8/31/2004	 	 	PE-7	 	Preferred E	 	 	1,326,160	 
	Wayne Reece
	 	 	9/23/2004	 	 	PE-8	 	Preferred E	 	 	265,232	 
	Hudson River Co- Investment Fund L.P.
	 	 	1/6/2006	 	 	PE-9	 	Preferred E	 	 	13,261,600	 
	North Atlantic Venture Fund III, A Limited Partnership
	 	 	1/6/2006	 	 	PE-10	 	Preferred E	 	 	695,130	 
	Sierra Ventures VII, L.P.
	 	 	1/6/2006	 	 	PE-11	 	Preferred E	 	 	1,020,711	 
	Sierra Ventures Associates VII LLC*
	 	 	1/6/2006	 	 	PE-12	 	Preferred E	 	 	102,071	 
	Sierra
Ventures VIII-A L.P.
	 	 	1/6/2006	 	 	PE-13	 	Preferred E	 	 	1,379,607	 
	Sierra Ventures VIII-B L.P.
	 	 	1/6/2006	 	 	PE-14	 	Preferred E	 	 	13,409	 
	Sierra Ventures Associates VIII, LLC.*
	 	 	1/6/2006	 	 	PE-15	 	Preferred E	 	 	41,791	 
	Lucent Venture Partners II LLC
	 	 	1/6/2006	 	 	PE-16	 	Preferred E	 	 	2,051,922	 
	Hudson River Co- Investment Fund L.P.
	 	 	5/30/2008	 	 	PF-1	 	Preferred F	 	 	1,794,540	 
	North
Atlantic Venture Fund III, a Limited Partnership
	 	 	5/30/2008	 	 	PF-2	 	Preferred F	 	 	2,063,265	 
	Lucent Venture Partners II LLC
	 	 	5/30/2008	 	 	PF-8	 	Preferred F	 	 	2,017,845	 
	Robert M Dewey, Jr.
	 	 	5/30/2008	 	 	PF-9	 	Preferred F	 	 	2,164	 
	IRA Resources, Inc. f/b/o David Rusin IRA #33323
	 	 	5/30/2008	 	 	PF-11	 	Preferred F	 	 	370,336	 
	David Danchak
	 	 	5/30/2008	 	 	PF-13	 	Preferred F	 	 	311,532	 
	William Ciminelli
	 	 	5/30/2008	 	 	PF-14	 	Preferred F	 	 	24,544	 
	Dariene Abel
	 	 	5/30/2008	 	 	PF-16	 	Preferred F	 	 	15,520	 
	Terry Gross
	 	 	5/30/2008	 	 	PF-17	 	Preferred F	 	 	431	 
	Gita Ramachandran
	 	 	5/30/2008	 	 	PF-19	 	Preferred F	 	 	284,441	 
	Michael D’Angelo
	 	 	5/30/2008	 	 	PF-20	 	Preferred F	 	 	21,906	 
	Sierra Ventures VII, L.P.
	 	 	5/30/2008	 	 	PF-21	 	Preferred F	 	 	2,794,877	 
	Sierra
Ventures Associates VII, LLC.*
	 	 	5/30/2008	 	 	PF-22	 	Preferred F	 	 	279,488	 
	Sierra Ventures VIII-A, L.P.
	 	 	5/30/2008	 	 	PF-23	 	Preferred F	 	 	3,777,599	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	ISSUE	 	CERT	 	 	 	 
	NAME	 	DATE	 	NUMBER	 	Type	 	Outstanding
	Sierra Ventures VIII-B, L.P.
	 	 	5/30/2008	 	 	PF-24	 	Preferred F	 	 	36,715	 
	Sierra Ventures Associates VIII, LLC.*
	 	 	5/30/2008	 	 	PF-25	 	Preferred F	 	 	572,147	 
	David Rusin
	 	 	5/30/2008	 	 	PF-26	 	Preferred F	 	 	243,515	 
	Lori — Farr Rusin
	 	 	11/17/2000	 	 	C-1	 	Common	 	 	400,000	 
	Leah G. Rusin Trust
	 	 	11/17/2000	 	 	C-2	 	Common	 	 	400,000	 
	Lynn Farr Lowney Trust
	 	 	11/17/2000	 	 	C-3	 	Common	 	 	100,000	 
	Nancy Rusin Swientonioskl Trust
	 	 	11/17/2000	 	 	C-4	 	Common	 	 	100,000	 
	Claire L. Rusin
	 	 	11/17/2000	 	 	C-5	 	Common	 	 	100,000	 
	Mary Rusin Pisano
	 	 	11/17/2000	 	 	C-6	 	Common	 	 	100,000	 
	Peter R. Farr
	 	 	11/17/2000	 	 	C-7	 	Common	 	 	100,000	 
	Jane Farr Burns
	 	 	11/17/2000	 	 	C-8	 	Common	 	 	100,000	 
	Carmela R. Gieb
	 	 	11/17/2000	 	 	C-9	 	Common	 	 	100,000	 
	John J. Costello
	 	 	11/17/2000	 	 	C-10	 	Common	 	 	100,000	 
	Mark D. Danchak
	 	 	11/17/2000	 	 	C-12	 	Common	 	 	150,000	 
	Paul D. Danchak
	 	 	11/17/2000	 	 	C-13	 	Common	 	 	100,000	 
	M. Ramachandran
	 	 	11/17/2000	 	 	C-15	 	Common	 	 	10,000	 
	Ekambaram Sridaran
	 	 	11/17/2000	 	 	C-16	 	Common	 	 	10,000	 
	Ekambaram Swaminathan
	 	 	11/17/2000	 	 	C-17	 	Common	 	 	10,000	 
	Malicka Sherif
	 	 	11/17/2000	 	 	C-19	 	Common	 	 	10,000	 
	Lalilha Rajendran
	 	 	11/17/2000	 	 	C-20	 	Common	 	 	10,000	 
	David G. Rusin
	 	 	11/17/2000	 	 	C-22	 	Common	 	 	3,400,000	 
	David Danchak
	 	 	11/17/2000	 	 	C-24	 	Common	 	 	750,000	 
	Gita Ramachandran
	 	 	11/17/2000	 	 	C-26	 	Common	 	 	830,000	 
	E.G. Shankar
	 	 	11/17/2000	 	 	C-27	 	Common	 	 	10,000	 
	Shakuntala Srinivasan
	 	 	11/17/2000	 	 	C-28	 	Common	 	 	10,000	 
	Eagle Holding Ltd
	 	 	8/1/2002	 	 	C-39	 	Common	 	 	1,166,222	 
	David Danchak
	 	 	2/28/2003	 	 	C-48	 	Common	 	 	150,000	 
	Gita Ramachandran
	 	 	2/28/2003	 	 	C-51	 	Common	 	 	50,000	 
	North Atlantic Venture Fund III, A Limited Partnership
	 	 	8/27/2004	 	 	C-54	 	Common	 	 	1,193,547	 
	Sierra Ventures VII, L.P.
	 	 	8/27/2004	 	 	C-55	 	Common	 	 	317,522	 
	Sierra Ventures Associates VII, LLC
	 	 	8/27/2004	 	 	C-56	 	Common	 	 	31,752	 
	Sierra Ventures VIII-A, L.P.
	 	 	8/27/2004	 	 	C-57	 	Common	 	 	429,236	 
	Sierra Ventures VIII-B, L.P.
	 	 	8/27/2004	 	 	C-58	 	Common	 	 	4,184	 
	Sierra
Ventures Associates VIII, LLC
	 	 	8/27/2004	 	 	C-59	 	Common	 	 	13,002	 
	Lucent Venture Partners II LLC
	 	 	8/27/2004	 	 	C-60	 	Common	 	 	334,835	 
	Eagle Holdings Ltd
	 	 	8/27/2004	 	 	C-61	 	Common	 	 	63,014	 
	North Atlantic Venture Fund III, A Limited Partnership
	 	 	8/31/2004	 	 	C-62	 	Common	 	 	2,079,966	 
	Sierra
Ventures VII, L.P.
	 	 	8/31/2004	 	 	C-63	 	Common	 	 	1,815,861	 
	Sierra
Ventures Associates VII, LLC
	 	 	8/31/2004	 	 	C-64	 	Common	 	 	181,585	 
	Sierra Ventures VIII-A, L.P.
	 	 	8/31/2004	 	 	C-65	 	Common	 	 	2,454,345	 
	Sierra Ventures VIII-B, L.P.
	 	 	8/31/2004	 	 	C-66	 	Common	 	 	23,854	 
	Sierra Ventures Associates VIII, LLC
	 	 	8/31/2004	 	 	C-67	 	Common	 	 	74,345	 
	Lucent Venture Partners II LLC
	 	 	8/31/2004	 	 	C-68	 	Common	 	 	649,999	 
	Wayne Reece
	 	 	9/23/2004	 	 	C-69	 	Common	 	 	129,999	 
	Michael D’Angelo
	 	 	12/14/2005	 	 	C-73	 	Common	 	 	100,000	 
	Jeffrey M Drazan
	 	 	4/1/2008	 	 	C-119	 	Common	 	800	 
	Jai Ramachandran
	 	 	11/17/2000	 	 	C-136	 	Common	 	 	100,000	 







 











 





Disclosure Schedules




(See Attached)



 









 





Schedule 5.1(b) — Foreign Qualification




	 	 	 	 	 
	Authorization/Qualification	 	Acquired Company	 	State
	Certificate of Good Standing

	 	American Fiber Systems Holding Corp
	 	Delaware
	Certificate of Good Standing

	 	American Fiber Systems Holding Corp
	 	New York
	Certificate of Good Standing

	 	American Fiber Systems, Inc.
	 	Arizona
	Certificate of Good Standing

	 	American Fiber Systems, Inc.
	 	Connecticut
	Certificate of Good Standing

	 	American Fiber Systems, Inc.
	 	Delaware
	Certificate of Good Standing

	 	American Fiber Systems, Inc.
	 	District of Columbia
	Certificate of Good Standing

	 	American Fiber Systems, Inc.
	 	Florida
	Certificate of Good Standing

	 	American Fiber Systems, Inc.
	 	Georgia
	Certificate of Good Standing

	 	American Fiber Systems, Inc.
	 	Idaho
	Certificate of Good Standing

	 	American Fiber Systems, Inc.
	 	Kansas
	Certificate of Good Standing

	 	American Fiber Systems, Inc.
	 	Minnesota
	Certificate of Good Standing

	 	American Fiber Systems, Inc.
	 	Missouri
	Certificate of Good Standing

	 	American Fiber Systems, Inc.
	 	Nevada
	Certificate of Good Standing

	 	American Fiber Systems, Inc.
	 	New York
	Certificate of Good Standing

	 	American Fiber Systems, Inc.
	 	Ohio
	Certificate of Good Standing

	 	American Fiber Systems, Inc.
	 	Tennessee
	Certificate of Good Standing

	 	American Fiber Systems, Inc.
	 	Utah











 









 











Schedule 5.1(e) — Assumed Names



Name



None








 









 







Schedule 5.2(c)



All shares of stock in American Fiber Systems, Inc., were pledged by American Fiber Systems
Holding Corp. in connection with financing extended by Comerica Bank pursuant to a certain
Assignment Separate From Certificate. The pledge on such shares will be released in connection with
the Closing.









 









 












Schedule 5.2D — Options



2000 Stock Option Plan




	 	 	 	 	 
	Number Authorized
	 	 	10,570,000	 
	Number of Options Issued & Outstanding
	 	 	7,801,500	 
	Number Exercised
	 	 	1,137,373	 
	 
	 	 	 	 
	Balance Left to be Issued
	 	 	1,631,127	 
	 
	 	 	 	 







 









 










Schedule 5.2(f) — Validity



Stock that is not fully paid or is assessable



NONE









 









 










Schedule 5.2(g) — Redemptions



None








 









 









Schedule 5.4(a) — Governmental Consents and Authorizations




Governmental Agency



1) Approval required:




Federal Communications Commission — (Domestic 214 both AFS & USC)

Federal Communications Commission — (International 214 both AFS & USC)

Department of Justice & FTC

Georgia PSC (Both AFS & USC)

Minnesota PUC

New York PSC

Ohio PUC

Tennessee Regulatory Authority (Both AFS & USC)

Utah PSC

City of Alpharetta, GA (NOTE: Existing franchise will be replaced under new state

regulations eff. 10/1/2010. The new franchise does not reference change-of-control

procedures)

City of Norcross, GA

City of Smyrna, GA

City of Murray, UT

City of South Jordan, UT

City of South Salt Lake City, UT

City of West Jordan, UT

City of West Valley, UT

Nashville Electric Service



2) Notice Only Required




Arizona Corporation Commission

Connecticut DPUC

Florida PSC

Idaho PUC

Nevada PUC (unless Commission Staff requests a formal approval filing)

City of Henderson (unless PUC requires an approval filing)

City of Las Vegas (unless PUC requires an approval filing)

City of North Las Vegas (unless PUC requires an approval filing)

Clark County, NV (NOTE: Current franchise expires 9/5/2010.
Replacement being

negotiated.)








 









 








Schedule 5.4(b) — Consents and Authorizations for Transaction Documents





	1)	 	Change of Control
	 
	 	 	a) SBC Services, Inc. & Idacomm, Inc.— Master Agreement for Dark Fiber Lease and/or Dark
Fiber Indefeasible Right of Use, May 26, 2005
	 
	 	 	(Sec. 4.01 Special Terms — Change of Control) — SBC
may, at SBC’s sole discretion, Terminate
this Agreement and executed Product Orders if through merger, acquisition or other means,
except the placement of shares with non-telecommunications entities for the purpose of
recapitalization, there is a change in the Control of the Supplier, such that the Supplier
is controlled by any other entity. “Recapitalization” means an arrangement whereby stock,
bonds or other securities of Supplier are issued or adjusted for the purpose of obtaining or
rearranging capital for either the ongoing operation or expansion of the Supplier. “Control”
means the possession, directly or indirectly, of the power to direct or cause the direction
of the management and policies by one person, entity or a group of related persons or
entities acting in concert; provided, however, that the legal or beneficial ownership,
directly or indirectly by one person or entity, or a group of related persons or entities
acting in concert, of more than fifty (50%) of the voting stock for the election of
directors of a Party shall always be deemed control.
	 
	 	 	In the event of a change in the Control of Supplier, SBC shall have a period of one hundred
and eighty (180) days after the later of (i) the effective date of the change in Control or
(ii) SBC’s discovery of the change in Control in which to elect, by notice to Supplier, to
Terminate this Agreement in its entirety and any or all executed Product Orders, leases, and
IRUs without payment of Cancellation or Termination fees. Upon providing such notice, SBC
shall specify an effective date for such Termination of this Agreement and the individual
Product Orders, IRUs and leases (which may be different dates for each) which dates may be
up to two (2) years after SBC’s notice of Termination and Supplier agrees to allow for such
a period of up to two (2) years after SBC’s notice of Termination within which SBC will
surrender the SBC Fibers to Supplier; provided, however, that during such period SBC shall
continue to pay Monthly Charges with respect to the SBC Fibers until the actual date of
surrender of such SBC Fibers.
	 
	 	 	In the event of such Termination, refunds of fees paid under Dark Fiber leases and/or
IRUs will be in accordance with paragraph (b)(2) of Section 3.06, Cancellation and
Termination.
	 
	 	 	b) AT&T Corp & AFS- Dedicated Services and Ethernet Services Agreement, April 1, 2010
	 
	 	 	(Sec. 16.C Termination of Agreement) — AT&T may elect to terminate any Selected MSA or this
entire Agreement upon the occurrence of any Special Control Event. “Special Control Event”
refers to the act, by any person or entity not a party to this Agreement or the applicable
Selected MSA, of obtaining ownership, management rights, or control (whether directly or
indirectly) of more than ten percent (10%) of the equity or voting shares of (1) Supplier,
(2) any Parent Entity, or (3) Local Entity with respect to a Selected MSA or this Agreement.
Supplier may request the other Party to “pre-approve” a specified potential Special Control
Event as follows. Subject to NDA (Attachment #1), Supplier will submit a written description
of the proposed Special Control Event





 









 








Schedule 5.4(b) — Consents and Authorizations for Transaction Documents





	 	 	(including, without limitation, the identity of the acquiring person or entity, the
nature and structure of the acquisition and the percentage or other degree of control to be
acquired). AT&T will respond to the request in writing within ten (10) business days, either
by approving or not approving the proposed Special Control Event; provided that if
Supplier so requests in writing, an extension of ten (10) business days will automatically
occur. If AT&T approves the request, it will be deemed to have waived its right to terminate
the Agreement upon the consummation of a Special Control Event meeting such description
within six (6) months of such approval. If such other Party does not approve, it retains all
rights under this Section 16C. Should AT&T not invoke the Special Control Event clause and
not terminate any Selected MSA or the Agreement following the occurrence of a Special
Control Event, Supplier agrees that the Agreement’s then-current prices in effect upon the
consummation date of the Special Control Event shall be no higher than such then-current
prices for a period of two (2) years following the consummation date of the Special Control
Event including any portion of such two (2) year period that may extend beyond the
Agreement’s term expiration.
	 
	 	 	c)     IQ Corp & Idacomm — Telecommunications Services Agreement, May 1, 2006






- (Sec. 21(a) — a Change of Control requires prior written consent of IQ Corp.




	2)	 	Other
	 
	 	 	a) AFSHC Board of Directors Approval
	 
	 	 	Per Article II, Section 3 of the AFSHC By-Laws dated 11/3/00, a vote of a majority of the
directors present at a meeting at which there is a quorum of the Board of Directors of AFSHC
is required.
	 
	 	 	b) AFSHC Shareholder Approval
	 
	 	 	A vote of holders of more than 50% of the voting power of all outstanding stock of AFSHC
entitled to vote per Articles IVB5(a) and IVC4 of the Fifth Amended Restated Certificate of
Incorporation of AFSHC, voting together as a single class, with Preferred Stock voting on an
as converted basis, and a vote of two-thirds of the outstanding shares of Preferred Stock of
AFSHC, voting together as a single class on an as-converted basis, pursuant to Article
IVB6(a) of the Fifth Amended Restated Certificate of Incorporation is required.
	 
	 	 	c) Prior written consent of Comerica Bank, which consent shall not be unreasonably withheld
or delayed is required per the Amended & Restated Loan & Security Agreement among Comerica
Bank, CoBank ACB & American Fiber Systems, Inc. dated 10/30/09, including but not limited to
Section 7.2 & Section 7.3.
	 
	 	 	d) The Company and the Parent and Merger Sub have requested the Acknowledgment of USC that
the Contemplated Transactions does not constitute a “Transfer” of the membership units that
American Fiber Systems, Inc. owns in USC within the meaning of Section 7.1 of the Amended
and Restated Operating Agreement of USC”





 









 











Schedule 5.4(c)(iii)
— Consents — Conflicts



Strategic Alliance & Metropolitan Dark Fiber Market Agreement between AFS & Cable & Wireless
USA, Inc. n/k/a Savvis, dated 11/27/00.





- (Article 22, Section 22.2(b)) — “In the event any competitior of Customer in the
telecommunications industry acquires forty percent (40%) or more of
the equity ownership of
AFS, Customer may at its option terminate this Agreement upon written notice.”




 











 






Schedule 5.5(a) — Financial Statements




AMERICAN FIBER SYSTEMS HOLDING

CORPORATION AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND FOR THE YEARS ENDED

DECEMBER 31, 2007 AND 2006

AND INDEPENDENT AUDITOR’S REPORT













 













AMERICAN FIBER SYSTEMS HOLDING

CORPORATION AND SUBSIDIARIES




Table of Contents




	 	 	 	 	 

	Independent Auditor’s Report 
	 	page 1
	 
	 	 	 	 
	Consolidated Financial Statements
	 	 	 	 
	 
	 	 	 	 
	Balance Sheets
	 	page 2
	 
	 	 	 	 
	Statements of Operations
	 	page 3
	 
	 	 	 	 
	Statements of Cash Flows
	 	page 4
	 
	 	 	 	 
	Statements of Changes in Stockholders’ Equity
	 	page 5
	 
	 	 	 	 
	Notes to Consolidated Financial Statements
	 	page 6




















 
















INDEPENDENT AUDITOR’S REPORT




To the Shareholders of

American Fiber Systems Holding Corporation




We have audited the accompanying consolidated balance sheets of American Fiber Systems Holding
Corporation and Subsidiaries as of December 31, 2007 and 2006, and the related consolidated
statements of operations, changes in stockholders’ equity, and cash flows for the years then ended.
These consolidated financial statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these consolidated financial statements based on our
audits.




We conducted our audits in accordance with auditing standards generally accepted in the United
States of America. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.




In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of American Fiber Systems Holding Corporation and
Subsidiaries as of December 31, 2007 and 2006, and the results of its operations and cash flows for
the years then ended, in conformity with accounting principles generally accepted in the United
States of America.







Rochester, New York

April 22, 2008



Page 1









 






AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND

SUBSIDIARIES









CONSOLIDATED BALANCE SHEETS


DECEMBER 31, 2007 AND 2006

(Amounts in thousands)




	 	 	 	 	 	 	 	 	 
	 	 	2007	 	 	2006	 
	ASSETS
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Current Assets:
	 	 	 	 	 	 	 	 
	Cash and cash equivalents
	 	$	3,960	 	 	$	3,636	 
	Accounts receivable, net of doubtful accounts of $107 and $51,
respectively
	 	 	3,985	 	 	 	2,663	 
	Prepaid expenses and other current assets
	 	 	418	 	 	 	873	 
	 
	 	 	 	 	 	 
	Total Current Assets
	 	 	8,363	 	 	 	7,172	 
	 
	 	 	 	 	 	 	 	 
	Fiber networks, property and equipment, net
	 	 	51,834	 	 	 	35,295	 
	Intangible assets — net
	 	 	3,294	 	 	 	1,119	 
	Other assets
	 	 	1,608	 	 	 	832	 
	Investments
	 	 	2,820	 	 	 	2,766	 
	 
	 	 	 	 	 	 
	Total Assets
	 	$	67,919	 	 	$	47,184	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	LIABILITIES AND STOCKHOLDERS’ EQUITY
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Current Liabilities:
	 	 	 	 	 	 	 	 
	Accounts payable and accrued expenses
	 	$	3,623	 	 	$	2,757	 
	Deferred revenue — current
	 	 	7,663	 	 	 	3,517	 
	Current portion of long-term debt and capital lease obligations
	 	 	3,194	 	 	 	1,689	 
	 
	 	 	 	 	 	 
	Total Current Liabilities
	 	 	14,480	 	 	 	7,963	 
	 
	 	 	 	 	 	 	 	 
	Long Term Liabilities
	 	 	 	 	 	 	 	 
	Long term debt and capital lease obligations
	 	 	21,568	 	 	 	6,958	 
	Deferred revenue — noncurrent
	 	 	21,988	 	 	 	18,890	 
	Asset retirement obligation
	 	 	1,548	 	 	 	713	 
	 
	 	 	 	 	 	 
	Total Liabilities
	 	 	59,584	 	 	 	34,524	 
	 
	 	 	 	 	 	 	 	 
	Stockholders’ Equity:
	 	 	 	 	 	 	 	 
	Convertible preferred stock, $.0001 par value, 97,793 authorized;
93,124 issued and outstanding 2007 and 2006
	 	 	46,457	 	 	 	46,457	 
	Common stock, $0.0001 par, 137,500 authorized; 25,910 and 25,729
issued and outstanding 2007 and 2006, respectively
	 	 	3	 	 	 	3	 
	Additional paid in capital
	 	 	10,003	 	 	 	9,898	 
	Accumulated deficit
	 	 	(48,128	)	 	 	(43,698	)
	 
	 	 	 	 	 	 
	Total Stockholders’ Equity
	 	 	8,335	 	 	 	12,660	 
	 
	 	 	 	 	 	 
	Total Liabilities and Stockholders’ Equity
	 	$	67,919	 	 	$	47,184	 
	 
	 	 	 	 	 	 







Set Notes to Consolidated Financial Statements





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AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND

SUBSIDIARIES










CONSOLIDATED STATEMENTS OF OPERATIONS


YEARS ENDED DECEMBER 31, 2007 AND 2006

(Amounts in thousands)





	 	 	 	 	 	 	 	 	 
	 	 	2007	 	 	2006	 
	REVENUE
	 	$	23,439	 	 	$	18,230	 
	 
	 	 	 	 	 	 	 	 
	DIRECT COSTS
	 	 	9,086	 	 	 	6,753	 
	 
	 	 	 	 	 	 	 	 
	OTHER OPERATING EXPENSES:
	 	 	 	 	 	 	 	 
	General and administrative
	 	 	10,208	 	 	 	7,788	 
	Depreciation, amortization and accretion
	 	 	6,578	 	 	 	4,506	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Total Other Operating Expenses
	 	 	16,786	 	 	 	12,294	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	OPERATING LOSS
	 	 	(2,433	)	 	 	(817	)
	 
	 	 	 	 	 	 	 	 
	OTHER INCOME (EXPENSE):
	 	 	 	 	 	 	 	 
	Interest and investment income
	 	 	87	 	 	 	219	 
	Interest expense
	 	 	(1,962	)	 	 	(1,154	)
	Other expense, net
	 	 	(124	)	 	 	(2,992	)
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Total Other Expense
	 	 	(1,997	)	 	 	(3,927	)
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	NET LOSS
	 	$	(4,430	)	 	$	(4,744	)
	 
	 	 	 	 	 	 







See Notes to Consolidated Financial Statements





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AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND

SUBSIDIARIES








CONSOLIDATED STATEMENTS OF CASH FLOWS


YEARS ENDED DECEMBER 31, 2007 AND 2006

(Amounts in thousands)




	 	 	 	 	 	 	 	 	 
	 	 	2007	 	 	2006	 
	CASH FLOWS FROM OPERATING ACTIVITIES:
	 	 	 	 	 	 	 	 
	Net loss
	 	$	(4,430	)	 	$	(4,744	)
	Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
	 	 	 	 	 	 	 	 
	Depreciation, amortization and accretion
	 	 	6,578	 	 	 	4,506	 
	Increase in allowance for doubtful accounts
	 	 	56	 	 	 	331	 
	Stock based compensation
	 	 	96	 	 	 	(273	)
	Amortization of debt issue costs and discount on debt
	 	 	131	 	 	 	134	 
	USC loss, impairment charge and investment costs
	 	 	78	 	 	 	2,634	 
	Accrued management revenue — included in USC investment
	 	 	—	 	 	 	(3,852	)
	Changes in operating assets and liabilities, net of assets acquired and liabilities
assumed in business combinations
	 	 	 	 	 	 	 	 
	Accounts receivable
	 	 	(163	)	 	 	(939	)
	Prepaid expenses and other current assets
	 	 	751	 	 	 	(697	)
	Other assets and liabilities
	 	 	(731	)	 	 	181	 
	Accounts payable and accrued expenses
	 	 	(1,587	)	 	 	352	 
	Deferred revenue
	 	 	(3	)	 	 	578	 
	 
	 	 	 	 	 	 
	Total adjustments
	 	 	5,206	 	 	 	2,955	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Net cash provided by (used in) operating activities
	 	 	776	 	 	 	(1,789	)
	 
	 	 	 	 	 	 	 	 
	CASH FLOW FROM INVESTING ACTIVITIES:
	 	 	 	 	 	 	 	 
	Expenditures for fiber networks, property and equipment
	 	 	(6,520	)	 	 	(3,862	)
	Cash paid for acquisition, net of cash acquired
	 	 	(7,492	)	 	 	(409	)
	Increase in investment
	 	 	(132	)	 	 	—	 
	 
	 	 	 	 	 	 
	Net cash used in investing activities
	 	 	(14,144	)	 	 	(4,271	)
	 
	 	 	 	 	 	 	 	 
	CASH FLOWS FROM FINANCING ACTIVITIES:
	 	 	 	 	 	 	 	 
	Net proceeds from issuance of preferred stock and common stock
	 	 	9	 	 	 	7,005	 
	Proceeds from notes payable
	 	 	15,183	 	 	 	8,387	 
	Payment of note payable
	 	 	(1,500	)	 	 	(6,260	)
	 
	 	 	 	 	 	 
	Net cash provided by financing activities
	 	 	13,692	 	 	 	9,132	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	NET INCREASE IN CASH AND CASH EQUIVALENTS
	 	 	324	 	 	 	3,072	 
	 
	 	 	 	 	 	 	 	 
	CASH AND CASH EQUIVALENTS — Beginning of year
	 	 	3,636	 	 	 	564	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	CASH AND CASH EQUIVALENTS — End of year
	 	$	3,960	 	 	$	3,636	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SUPPLEMENTAL CASH FLOWS DISCLOSURE:
	 	 	 	 	 	 	 	 
	Cash paid for interest
	 	$	1,442	 	 	$	910	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	NON-CASH TRANSACTIONS
	 	 	 	 	 	 	 	 
	Refinance of senior debt facility
	 	$	7,500	 	 	$	—	 
	 
	 	 	 	 	 	 






See Notes to Consolidated Financial Statements




Page 4








 





AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES








CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY


YEARS ENDED DECEMBER 31, 2007 AND 2006



(Amounts in thousands)





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Additional	 	 	 	 	 	 	Total	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Paid in	 	 	Accumulated	 	 	Stockholders’	 
	 	 	Preferred Stock	 	 	Common Stock	 	 	Capital	 	 	Deficit	 	 	Equity	 
	 	 	 	 	 
	 
	 	(Shares)	 	(Amount)	 	(Shares)	 	(Amount)	 	 	 	 	 	 	 	 	 	 	 	 
	Balance at December 31, 2005
	 	 	74,558	 	 	$	39,457	 	 	 	25,708	 	 	$	3	 	 	$	9,435	 	 	$	(38,954	)	 	$	9,941	 
	Issuance of Series E-2
	 	 	18,566	 	 	 	7,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	7,000	 
	Issuance of common stock
	 	 	 	 	 	 	 	 	 	 	21	 	 	 	—	 	 	 	1	 	 	 	 	 	 	 	1	 
	Warrant adjustments
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	380	 	 	 	 	 	 	 	380	 
	Stock option expense
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	82	 	 	 	 	 	 	 	82	 
	Net loss for the period
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(4,744	)	 	 	(4,744	)
	 	 	 	 	 
	Balance at December 31, 2006
	 	 	93,124	 	 	 	46,457	 	 	 	25,729	 	 	 	3	 	 	 	9,898	 	 	 	(43,698	)	 	 	12,660	 
	Issuance of common stock
	 	 	 	 	 	 	 	 	 	 	181	 	 	 	—	 	 	 	9	 	 	 	 	 	 	 	9	 
	Stock option expense
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	96	 	 	 	 	 	 	 	96	 
	Net loss for the period
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(4,430	)	 	 	(4,430	)
	 	 	 	 	 
	Balance at December 31, 2007
	 	 	93,124	 	 	$	46,457	 	 	 	25,910	 	 	$	3	 	 	$	10,003	 	 	$	(48,128	)	 	$	8,335	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 







See Notes to Consolidated Financial Statements






Page 5












 




AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES









NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006

(Amounts in thousands)




NOTE
1 — DESCRIPTION




The consolidated financial statements include American Fiber Systems Holding Corporation and its
wholly owned subsidiary (collectively the “Company”). The Company provides broadband services
including managed services and dark fiber leases (indefeasible rights of use (IRUs) and operating
leases). All significant inter-company accounts and transactions have been eliminated from the
consolidated financial statements. The Company is headquartered in Rochester, New York and has
major operations in Georgia, Idaho and Nevada. The Company has adopted a fiscal year-end of
December 31.




The Company is a fiber-based telecommunications provider that offers “last mile” metro, and
wide-area fiber connectivity for data, internet access, and voice
services. The Company’s
customers include large and medium enterprises, wire-line carriers, wireless carriers internet
service providers (ISPs), institutions of learning, health care service providers, and government
entities. The Company operates networks in ten cities in the United States.




The Company was incorporated in 2000. A combination of operating losses and substantial capital
investments required to build and acquire the Company’s networks has resulted in a significant
use of cash since the Company was incorporated. The Company funded operations and capital
expenditures to date through private equity funding, IRU cash revenue and long-term debt.




As of December 31, 2007 and 2006, the Company has $3,960 and $3,636 in cash and cash equivalents,
respectively available. The Company incurred net losses of $4,430 and
$4,744, in 2007 and 2006,
respectively, and provided/(used) $776 and ($1,789) in cash flow from operations in 2007 and 2006,
respectively. The Company’s ability to fund its operations and capital expenditures will depend
upon its future financial and operating performance, which will be affected by prevailing economic
conditions and financial, business, and other factors, some of which are beyond its control.
Management plans to aggressively pursue new customer relationships and additional sales to
existing customers, as well as continue to manage the Company’s cost structure to achieve positive
cash flow. The Company’s management believes that existing cash and cash expected to be generated
from operations in 2008, as well as exiting credit lines will be sufficient to fund the Company’s
operations, debt service and capital expenditures.





NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




Cash and Cash Equivalents




For purposes of the consolidated financial statements, the Company considers all highly liquid
investments with an original maturity of three months or less when purchased to be cash
equivalents. The Company is required by its lending institution to maintain a minimum cash
balance of $2,500.






Page 6









 









AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006

(Amounts in thousands)




NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)




Concentration Risk




Financial instruments that potentially subject the Company to concentrations of credit risk
consist principally of cash and cash equivalents. Cash and cash equivalents include cash in
banks and highly liquid money market investments maintained in major financial institutions.
Virtually all balances are uninsured, with the exception of amounts covered by the FDIC. As of
December 31, 2007 and 2006, cash and cash equivalents of $3,890 and $3,621 were held by a
major financial institution and the remaining cash and cash equivalents were held at various
other financial institutions and banks. By nature, all such financial instruments involve
risk, including the credit risk of non-performance by counterparties. In management’s
opinion, as of December 31, 2007 and 2006, there was no significant risk of loss in the event
of non-performance of the counterparties to these consolidated financial instruments.




Accounts Receivables




Accounts receivables are carried at the original invoice amount less an estimate made for
doubtful receivables based on a review of all outstanding amounts on a monthly basis.
Management determines the allowance for doubtful accounts by identifying troubled accounts
and by using historical experience applied to an aging of accounts. Accounts receivables are
written off when deemed uncollectible. Recoveries of accounts receivables previously written
off are recorded when received.




Accounts receivable is considered to be past due if any portion of the receivable balance is
outstanding for more than 90 days. Interest is charged on trade receivables that are
outstanding for more than 30 days and is recognized as it is charged. After the receivable
becomes past due, it is on nonaccrual status and accrual of interest is suspended.




Fiber Networks, Property and Equipment




Fiber networks, property and equipment are stated at cost and depreciation for financial
reporting purposes is calculated using the straight-line method over the estimated useful
lives of the assets. Fiber network costs, including fiber optic cable, conduit and duct, and
supplies and materials are recorded as construction in progress until the network has been
tested and accepted by the Company’s network engineers. The estimated useful lives are as
follows:




	 	 	 

	Fiber networks

	 	15-20 years
	Laterals

	 	Lesser of the lease term or estimated useful life of
the fiber network
	Furniture and fixtures

	 	7 years
	Telecommunications equipment

	 	5 years
	Computer equipment and software

	 	3-5 years
	Leasehold improvements

	 	Lesser of the lease term of estimated useful life






Page 7









 






AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006

(Amounts in thousands)




NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)




Long-lived assets to be held and used by the Company are reviewed to determine whether any events
or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.
For long-lived assets to be held and used, the Company bases its evaluation on such impairment
indicators as the nature of the assets, the future economic benefit of the assets, any historical
or future profitability measurements, as well as other external market conditions or factors that
may be present. If such impairment indicators are present or other factors exist that indicate
that the carrying amount of the asset may not be recoverable, the Company determines whether
impairment has occurred through the use of an undiscounted cash flow analysis of assets at the
lowest level for which identifiable cash flows exist. If impairment has occurred, the Company
recognizes a loss for the difference between the carrying amount and the estimated fair value of
the asset. The Company determined that an impairment charge on its fiber networks or property and
equipment during the years ended December 31, 2007 and 2006 was not necessary.




Intangible Assets




Intangible assets consist of customer lists and franchise agreements acquired by the Company as a
result of the purchase of the assets of Marietta FiberNet (MFN) in 2004, and Idacomm Inc.
(Idacomm) in 2007. These assets are amortized over their estimated useful lives of 5 and 16 years
for MFN, and 10 and 15 years for Idacomm, respectively, on a straight line basis. The Company
evaluates these intangible assets for impairment, whenever events or changes in circumstances
indicate that the carrying value may not be recoverable for its estimated future cash flows. The
Company has determined that no indications of impairment existed during the years ended December
31, 2007 and 2006.




Other Assets




Other assets include capitalized debt costs, which are amortized over the life of the loans,
long-term prepaid and deposits, spare duct inventory, and other miscellaneous long term holdings.
The Company carries these assets at lower of cost or net realizable value.




Investment in US Carrier Telecom Holding, LLC




The Company is accounting for its investment in US Carrier Telecom Holding, LLC, a 39.52% owned
affiliate, by the equity method of accounting under which the Company’s share of the net
income/(loss) of the affiliate is recognized as income/(loss) in the Company’s income statement and
added to/(deducted from) the investment account and, if applicable, dividends received from the
affiliate are treated as a reduction of the investment account.




Page 8









 






AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006

(Amounts in thousands)




NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)




The fiscal year of the affiliate ends on December 31 and the Company consistently follows the
practice of recognizing the net income/(loss) of the affiliate on that basis. Therefore, the net
income/(loss) of the affiliate, which is reported in the Company’s income statement is for the
affiliate’s year which ended on December 31, 2007.




Deferred Revenue




Deferred revenue represents payments received from customers for the future use of the Company’s
dark fiber optic networks and/or managed services on IRU’s and deferred laterals, and advanced
billings for annual or monthly recurring services. Payments are recognized pro-rata over the
remaining term of the respective customer lease agreement or contracted service period. Deferred
revenue classified as current liabilities will be recognized as revenue over the next twelve
months along with advanced billings for annual or monthly recurring services.




Deferred revenues as of December 31, 2007 and 2006 consist of the following:




	 	 	 	 	 	 	 	 	 
	 	 	2007	 	 	2006	 
	IRUs
	 	$	17,827	 	 	$	14,319	 
	Deferred billings
	 	 	7,227	 	 	 	6,085	 
	Advanced billings
	 	 	4,597	 	 	 	2,003	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Total deferred revenue
	 	 	29,651	 	 	 	22,407	 
	 
	 	 	 	 	 	 	 	 
	Current portion of deferred revenue
	 	 	(7,663	)	 	 	(3,517	)
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Deferred revenue — noncurrent
	 	$	21,988	 	 	$	18,890	 
	 
	 	 	 	 	 	 






Income Taxes




The Company utilizes the asset and liability method to account for income taxes. This method
requires the recognition of deferred income tax assets and liabilities for the expected future
income tax consequences of existing temporary differences between the financial reporting and tax
reporting bases of assets and liabilities, and operating loss and income tax credit carryforwards.




A valuation allowance is provided to reduce deferred tax assets to a level which, more likely than
not, will be realized. Primary factors considered by the Company to determine the amount of the
allowance include the estimated taxable income level for future years and the limitations on the
use of the net operating loss carryforwards and associated expiration dates.




Page 9









 







AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006

(Amounts in thousands)




NOTE
2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)




Revenue Recognition




The Company provides communications services to its customers over circuits on its own network or
through leased circuits. In addition, the Company offers long-term leases of dark fiber at fixed
pricing over multi-year terms. The Company recognizes revenues when earned as services are provided
throughout the life of each contract. Revenues on IRUs and deferred laterals are recognized ratably
over the term of the applicable lease agreements, which range from 5 to 20 years. Amounts billed in
advance of the service provided are recorded as revenue over the service period. From time to time,
the Company will enter into an arrangement with the customer whereby the Company will sell the
strands from an existing IRU contract with the customer, thereby terminating the lease arrangement.
For the fiscal year ended December 31, 2007 and 2006, the Company recognized $565 and $0,
respectively, in revenue from such sales.




Share-Based Compensation




Prior to January 1, 2006, the Company accounted for stock option awards granted under the
Company’s Stock Option and Grant Plan in accordance with recognition and measurement provisions of
Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees”, (APB 25)
and related Interpretations as permitted by Statement of Financial Accounting Standards No. 123,
“Accounting for Stock-Based Compensation”, (SFAS 123). Share-based employee compensation expense
was not recognized in the Company’s statement of operations prior to January 1, 2006, as all stock
option awards granted had an exercise price equal to or greater than the market value of the
common stock on the date of grant. As permitted by SFAS 123, the Company reported pro-forma
disclosures presenting results as if the Company had used the fair value recognition provisions of
SFAS 123 in the notes to the Consolidated Financial Statements. Stock-based compensation related
to non-employees is accounted for based on the fair value of the related stock or options, or the
fair value of the services, whichever is more readily determinable, in accordance with SFAS 123
and its interpretations. The 2000 Plan general terms are for eligible employees who meet the
requisite terms of employment, include a vesting period of four years (25% vesting after one year
and 1/48 per month for thirty-six months) and have a maximum contractual term of ten years. To
estimate compensation expense which would be recognized under SFAS 123, the Company used the
Black-Scholes option-pricing model.




Page 10









 







AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006

(Amounts in thousands)




NOTE
2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)




Use of Estimates




The preparation of financial statements in conformity with accounting principles generally
accepted in the United States of America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosures of contingent assets
and liabilities at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those estimates.




Reclassification of Certain Income/Expenses




Certain income/expenses on the statement of income for the year ended December 31, 2006 have been
reclassified, with no effect on net income, to be consistent with the classifications adopted for
the year ended December 31, 2007.




Recent Accounting Pronouncements




In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards (SFAS) No. 157, “Fair Value Measurements” (SFAS No. 157). Among other
requirements, SFAS No. 157 defines fair value and establishes a framework for measuring fair value
and also expands disclosure about the use of fair value to measure assets and liabilities. SFAS
No. 157 is effective beginning the first fiscal year that begins after November 15, 2007.
Subsequent to the Standard’s issuance, the FASB issued an exposure draft that provides for a one
year deferral until 2009 for the Company, for the implementation of SFAS 157 for non-financial
assets and liabilities. The Company is currently evaluating the impact that the adoption of SFAS
157 will have on its consolidated financial statements.




In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and
Financial Liabilities” (SFAS No. 159). SFAS No. 159 permits companies to elect to follow fair value
accounting for certain financial assets and liabilities in an effort to mitigate volatility in
earnings without having to apply complex hedge accounting provisions. The standard also
establishes presentation and disclosure requirements designed to facilitate comparison between
entities that choose different measurement attributes for similar types of assets and liabilities.
SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Company is
currently evaluating the impact of the adoption of SFAS No. 159, if any, on our financial position,
results of operations and cash flows.




Page 11









 







AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006

(Amounts in thousands)




NOTE
2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)




In
December 2007, the FASB issued SFAS No. 141(R), “Business Combinations” and SFAS No. 160,
“Accounting and Reporting of Noncontrolling Interest in Consolidated Financial Statements, an
amendment of ARB No, 51”. These new standards will significantly change the accounting for and
reporting of business combinations and non-controlling (minority) interests in consolidated
financial statements. Statement Nos. 141(R) and 160 are required to be adopted simultaneously
and are effective for the first annual reporting period beginning on or after December 15, 2008.
Earlier adoption is prohibited. The Company is currently evaluating the impact of adopting SFAS
Nos. 141(R) and SFAS 160 on the consolidated financial statements.




In June 2006, the FASB issued Interpretation No. 48 “Accounting for Uncertainty in Income Taxes
- an interpretation of SFAS No. 109”

(FIN 48). This Interpretation clarifies the accounting for
uncertainty in income taxes recognized in an enterprise’s financial statements in accordance
with SFAS No. 109, “Accounting for Income Taxes”. FIN 48 prescribes a recognition threshold and
measurement attribute for the financial statement recognition and measurement of a tax position
taken or expected to be taken in a tax return. This Interpretation also provides guidance on
derecognition, classification, interest and penalties, accounting in interim periods,
disclosure, and transition.




In February 2008, the FASB issued Interpretation No. 48-2 “Effective Date of FASB Interpretation
No. 48 for Certain Nonpublic Enterprises”. The deferred effective date is intended to provide
eligible nonpublic enterprises with more time to apply the provisions of FIN 48. Under this FSP,
the adoption of FIN 48 has been deferred for the Company until January 1, 2008. The Company is
currently evaluating the potential impact of adopting FIN 48.





NOTE 3 — INVESTMENT




Idacomm




On February 23, 2007, the Company acquired all of the outstanding common shares of Idacomm Inc
(Idacomm). The results of Idacomm’s operations have been included in the consolidated financial
statements since that date. Idacomm is a provider of broadband networking services in Nevada and
Idaho.




The aggregate purchase price was $9,858, including $7,858 of cash and a $2,000 seller note
(“holdback”). Costs incurred related to the transaction amounted to $243, which are added to the
purchase price.




The following table summarizes the estimated fair values of the assets acquired and liabilities
assumed at the date of acquisition. The Company utilized an outside party to perform the valuation
on the intangible assets acquired.




Page 12









 








AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006

(Amounts in thousands)




NOTE 3 — INVESTMENT (Continued)




	 	 	 	 	 

	Current assets
	 	$	2,117	 
	Property and equipment
	 	 	15,909	 
	Intangible assets
	 	 	2,726	 
	Other Assets
	 	 	47	 
	 
	 	 	 
	Total assets acquired
	 	 	20,799	 
	Current liabilities
	 	 	2,521	 
	Long term liabilities
	 	 	7,945	 
	Long-term debt
	 	 	232	 
	 
	 	 	 
	Total liabilities assumed
	 	 	10,698	 
	 
	 	 	 
	Net assets acquired
	 	$	10,101	 
	 
	 	 	 






Of the $2,726 of acquired intangible assets, $2,700 was assigned to customer relationships,
which is being amortized over 10 years and $26 was assigned to franchise agreements, which is
being amortized over 15 years.




US Carrier




On August 23, 2006, the Company completed the purchase of a 15.33% share of USCarrier Telecom
Holding, LLC (“USC”) a wholesale provider of broadband telecommunication services with a fiber
communications network servicing metropolitan Atlanta and more than 40 cities in Georgia,
Tennessee, South Carolina and Florida.




The Company paid $1,500 ($409 cash at closing, the balance in a short term note which was paid
by April 2007, in eight (8) equal payments of $136 per month). The Company also entered into a 5
year Management Services Agreement (“Management Agreement”) to manage and oversee the operations
of USC, which was signed on May 1, 2006. The fees for the Management services were $600 per year.
The Company had certain performance and operational goals it must meet in managing USC,
otherwise the USC Board had the right to terminate the Agreement for cause.




The Company had also been awarded 100,571 restricted class A membership units, representing 50%
of total USC membership units, which vested according to the following schedule, provided the
performance and operations goals, as defined in the Management Agreement, were achieved:




	 	 	 	 	 

	January 2007

	 	 	40	%
	January 2008

	 	 	20	%
	January 2009

	 	 	20	%
	January 2010

	 	 	20	%






Page 13









 






AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006

(Amounts in thousands)




NOTE 3 — INVESTMENT (Continued)




The Company met the 2006 performance metrics. The Board of USC concurred that the 2006
performance metrics were met, resulting in the Company’s ownership position in USC increasing to
39.522% as of January 1, 2007.




Effective March 26, 2007, the Board of USC notified the Company of its intent to terminate the
Management Agreement. The Company believed the basis for termination was not legal, and entered
into mediation and subsequently arbitration to resolve the issue. Effective April 7, 2008, the
Company and USC entered into a settlement agreement whereby the Company resigned as manager of
USC effective March 26, 2007 and, in consideration for the execution of the settlement agreement
48,427 of the restricted class A membership units that were unvested were deemed to be fully
vested such that the Company has a total ownership of class A membership units equal to 104,075
units which is equal to 55% of the outstanding class A membership units. The settlement
agreement also provides that the Company will convey, transfer and assign the Company’s unvested
membership units amounting to 11,915 for cancellation. The operating agreement of USC was
amended and modified with respect to matters of managing the company and related to the
settlement agreement.




For the years ended December 31, 2007 and 2006, the Company has accounted for this investment
utilizing the equity method of accounting. The Company has recognized
a loss of $78 and $84 for its
share of net losses for the year ended December 31, 2007 and from August 23, 2006 to December 31,
2006, respectively. The Company also recognized revenue for the year ended December 31, 2006 of
$3,852 relating to accretion of equity interest in USC based on the achievement of the 2006
performance metrics. The Company did not recognize any stock-based compensation management fee
income related to the Management Agreement for future accretion of equity, because of the pending
dispute and uncertainty as of December 31, 2007 regarding the eventual resolution and will not
recognize any income related to the settlement agreement until the year in which it is effective.
As a result, during 2008, the Company will record management fee income related to the additional
48,427 membership units that became vested for the fair value of those shares. As of both December
31, 2007 and 2006, the investment was tested for impairment, and in 2006 the Company recorded $2,550
of investment impairment, which was recognized and recorded in Other Expense, Management determined
that no further impairment was required or appropriate as of December 31, 2007.







Page 14











 





AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006

(Amounts in thousands)




NOTE 4 — ASSET RETIREMENT OBLIGATIONS




SFAS No. 143, “Accounting for Asset Retirement Obligations” (SFAS 143), requires entities to
record the fair value of a liability for an asset retirement obligation in the period in which
the legal or contractual removal obligation is incurred. The Company’s asset retirement
obligations relate to fiber network infrastructure leased from others under right of way
agreements, which require the Company to remove the assets at the end of the agreements.



The liability was established by calculating the present value of the asset retirement
obligation using a discount rate ranging from 8.5% to 15% over a period of 15 years at December
31, 2007 and 2006, respectively, which is representative of the average estimated life of the
Company’s telecommunications network.



The asset retirement obligation was $1,548 and $713 at December 31, 2007 and 2006, respectively.



Changes in the carrying amount of the asset retirement
 obligation for the years ended December 31,
2007 and 2006 are summarized as follows:




	 	 	 	 	 

	Balance -
December 31, 2005
	 	$	631	 
	Accretion
	 	 	82	 
	 
	 	 	 
	Balance - December 31, 2006
	 	 	713	 
	Accretion
	 	 	137	 
	Idacomm acquisition
	 	 	698	 
	 
	 	 	 
	Balance - December 31, 2007
	 	$	1,548	 
	 
	 	 	 










Page 15









 









AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006

(Amounts in thousands)




NOTE 5 — FIBER NETWORKS, PROPERTY AND EQUIPMENT




Fiber networks, property and equipment as of December 31, 2007 and 2006 consisted of the
following:




	 	 	 	 	 	 	 	 	 
	 	 	2007	 	 	2006	 
	Fiber network equipment and infrastructure
	 	$	62,249	 	 	$	45,311	 
	Furniture and fixtures and leashold improvements
	 	 	532	 	 	 	473	 
	Computer equipment and software
	 	 	2,250	 	 	 	1,649	 
	Construction in process
	 	 	4,927	 	 	 	8	 
	Assets held for future use, net of reserve of $1,202 and $452,
respectively
	 	 	1,007	 	 	 	1,123	 
	Vehicles
	 	 	69	 	 	 	40	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Gross fiber network, property and equipment
	 	 	71,034	 	 	 	48,604	 
	 
	 	 	 	 	 	 	 	 
	Less accumulated depreciation
	 	 	(19,200	)	 	 	(13,309	)
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Fiber networks, property and equipment — net
	 	$	51,834	 	 	$	35,295	 
	 
	 	 	 	 	 	 




Included
in the network equipment and infrastructure balance as of December 31, 2007 and
2006, is the asset of $1,162 and $464 respectively, related to the retirement obligation of
certain fiber and conduit systems (see Note 4). Depreciation expense
was $5,891 and $4,056 for the
years ended December 31, 2007 and 2006, respectively.




NOTE 6 — INTANGIBLE AND OTHER ASSETS




Intangibles



Intangible assets were acquired during 2004 as part of the acquisition of Marietta FiberNet (MFN),
and in 2007 as part of the acquisition of Idacomm (see Note 3). As of
December 31, 2007 and 2006,
intangible assets consist of the following:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	2007	 	 	2006	 
	 	 	Gross	 	 	 	 	 	 	Net	 	 	Gross	 	 	 	 	 	 	Net	 
	 	 	Carrying	 	 	Accumulated	 	 	Carrying	 	 	Carrying	 	 	Accumulated	 	 	Carrying	 
	 	 	Amount	 	 	Amortization	 	 	Amount	 	 	Amount	 	 	Amortization	 	 	Amount	 
	Customer lists
	 	$	4,390	 	 	$	(1,323	)	 	$	3,067	 	 	$	1,690	 	 	$	(789	)	 	$	901	 
	Franchise agreements
	 	 	281	 	 	 	(54	)	 	 	227	 	 	 	255	 	 	 	(37	)	 	 	218	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance
	 	$	4,671	 	 	$	(1,377	)	 	$	3,294	 	 	$	1,945	 	 	$	(826	)	 	$	1,119	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 










Page 16









 









AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006

(Amounts in thousands)



NOTE 6 — INTANGIBLE AND OTHER ASSETS (Continued)



Amortization expense was $551 and $354 for the years ended December 31, 2007 and 2006,
respectively. Expected future amortization expense is as follows:




	 	 	 	 	 
	Years Ending	 	 	 
	December 31	 	Total	 
	2008
	 	$	626	 
	2009
	 	 	541	 
	2010
	 	 	288	 
	2011
	 	 	288	 
	2012
	 	 	288	 
	Thereafter
	 	$	1,263	 
	 
	 	 	 
	 
	 	 	 	 
	Total
	 	$	3,294	 
	 
	 	 	 






Other Assets




The
Company’s other assets, as of December 31, 2007, are comprised of the following:




	 	 	 	 	 	 	 	 	 
	 	 	2007	 	 	2006	 
	Capitalized debt costs
	 	$	463	 	 	$	302	 
	Duct inventory
	 	 	456	 	 	 	456	 
	Long term prepaids and deposits
	 	 	347	 	 	 	—	 
	Other
	 	 	342	 	 	 	74	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Total other assets
	 	$	1,608	 	 	$	832	 
	 
	 	 	 	 	 	 





The $456
of spare duct inventory at December 31, 2007 and 2006, is located in certain of the
current markets served by the Company that was being held for future use to expand existing
networks or for sale to customers. The duct inventory was tested for impairment in 2007 and 2006
and the Company determined that an additional impairment charge was not
necessary.





Page 17









 










AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006

(Amounts in thousands)




NOTE 7 — DEBT




Long term debt consists of the following as of December 31, 2007 and 2006:




	 	 	 	 	 	 	 	 	 
	 	 	2007	 	2006
	Note payable — dated January 13, 2006 bearing
interest at 12% per annum for the first 12 months
and 13% for the remainder of the term for a total
of 48 months. For the first 18 months of the note,
only interest payments are due, after which
principal payments are to be made over the
remaining 30 months to the maturity date of January
13, 2010. The note is secured by substantially
all of the Company’s assets, and is subordinated to
senior debt arrangement. In connection with the
note, the Company issued 3,203 warrants to purchase
the Company’s Series E Preferred stock at a price
of $0.377 per share and a term of 10 years or 5
years after an initial public offering. The
Company recorded a debt discount of $481 for the
value of the warrants, which is being amortized
into interest over the life of the notes. As of
December 31, 2007 and 2006, the unamortized
discount on the note is $240 and $361,
respectively.

	 	$	5,732	 	 	$	6,139	 
	 
	 	 	 	 	 	 	 	 
	Note payable to a bank — the facility was available
for draw down until June 2007, and bore an interest
rate of prime rate. For the first 18 months of the
note, only interest payments were due, after which
principal was due for payment over the remaining 30
months to the maturity date of January 13, 2010.
The facility was secured by all assets of the
Company except for assets pledged in connection
with its capital lease up to $1,000. In connection
with the facility, the Company issued 650 warrants
to purchase the Company’s common stock at a price
of $0.01 per share and a term of 7 years expiring
on January 13, 2013 or until 3 years after an
initial public offering if the initial public
offering occurs prior to January 13, 2010. The
Company recorded a debt  discount of $32 for the
value of the warrants, which was amortized into
interest over the life of the notes. As of December
31, 2006 the unamortized discount on the note was
$24. (A)

	 	 	—	 	 	 	1,476	 










Page 18









 









AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006

(Amounts in thousands)




NOTE
7 — DEBT (Continued)




	 	 	 	 	 	 	 	 	 
	 	 	2007	 	2006
	Related party note — In connection with the
acquisition of 15.33% investment in USCarrier
Telecom Holding, LLC. (see note 3), the Company
entered into a non-interest bearing note, total
value of $1,091, to be repaid over eight equal
monthly payments of $136. The note matured April 1,
2007 and was paid in full as of December 31, 2007.

	 	 	—	 	 	 	545	 
	 
	 	 	 	 	 	 	 	 
	Notes payable — various equipment loans with
interest ranging from 8.25% to 12% maturing from
August 2009 through September 2010. All notes are
secured by the equipment purchased and have a 36
month term with principal and interest payments due
monthly. In connection with certain notes, the
Company issued a total of 73 warrants to purchase
the Company’s common stock at $.05 per share for a
period up to seven years from August 22, 2006. In
addition, the Company issued 40 warrants to purchase
the Company’s Series E Preferred stock at $.377 per
share for a period up to 6 years from April 24,
2004. As of December 31, 2007 and 2006, the
unamortized discount on the note was $0 and $2,
respectively.

	 	 	1,201	 	 	 	456	 
	 
	 	 	 	 	 	 	 	 
	Note payable — In connection with the purchase of
Idacomm, Inc. the Company entered into a purchase
holdback loan of $2,000 with the seller. The loan
has a provision for a partial pay back on February
23, 2009 of $1,500 plus interest accrued to date,
less any claims for indemnification that may occur.
The balance is due on February 23, 2011. The loan
has an interest rate of 6% per annum, compounded
quarterly.

	 	 	2,000	 	 	 	—	 










Page 19









 









AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006

(Amounts in thousands)




NOTE
7 — DEBT  (Continued)




	 	 	 	 	 	 	 	 	 
	 	 	2007	 	2006
	Revolving Line of Credit — On October 22, 2007
the Company refinanced their senior debt
facility which had an outstanding balance of
$7,500. The new facility allows for borrowing
up to $18,500 and is available for draw down
until October 22, 2012. The facility is
comprised of two revolving lines, a revolving
line of $17,000 (revolver A) that bears an
interest rate of 1% above the prime rate and a
second revolving line of $1,500 (revolver B)
that also bears an interest rate of 1% above
the prime rate. The revolving line A requires
interest payments only until July 1, 2008 after
which the principal is due for payment at 2%
per annum through the maturity date and 50% of
excess cash flow after the year ended December
31, 2008. The revolving line B requires
interest payments only and is payable upon
maturity, October 31, 2009. The facility is
secured by all the assets of the Company except
for assets pledged in connection with its
capital leases up to $1,000. As of December 31,
2007, the unamortized discount on the line is
$16. (A)

	 	 	15,563	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Capital Lease — Network equipment leased for a
period of 48 months with monthly payments of
$1.1 with a bargain purchase option price of one
dollar. The lease carries an 11.8% interest
rate with a final payment due on January 2011.

	 	 	38	 	 	 	—	 
	 
	 	 	 	 	 	 	 	 
	Capital Lease — Network equipment leased for a
period of 48 months with monthly payments of $6
with a bargain purchase option of one dollar.
The lease carries a 9.3% interest rate with a
final payment due on January 2011

	 	 	209	 	 	 	—	 
	 
	 	 	 	 	 	 	 	 
	Capital Lease — Network equipment leased for a
period of 48 months with monthly payments of
$1.3 with a bargain purchase option of one
dollar. The lease carries a 12% interest rate
with a final payment due February 2009.

	 	 	19	 	 	 	31	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	24,762	 	 	 	8,647	 
	Less current portion

	 	 	3,194	 	 	 	1,689	 
	 

	 	 	 	 	 	 	 	 
	 

	 	$	21,568	 	 	$	6,958	 
	 

	 	 	 	 	 	 	 	 









Page 20









 









AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006

(Amounts in thousands)




NOTE 7 — DEBT (Continued)



 


	(A)	 	In February 2007, the Company amended its loan facility with their senior secured
lender that provided for additional borrowings amounting to $6,000. In
October 2007, the
Company amended its loan facility with the same lender thereby refinancing the $6,000,
along with the outstanding $1,500. These transactions have been accounted for as
amendments to the existing loan and security agreement dated
January 13, 2006. Certain
portions of the loan facility have been updated, including loan covenants.





The
Company’s required principal payments, related to all outstanding debt obligations, as of
December 31, 2007, are as follows:



	 	 	 	 	 

	2008
	 	$	3,194	 
	2009
	 	 	6,387	 
	2010
	 	 	1,067	 
	2011
	 	 	792	 
	2012
	 	 	292	 
	Thereafter
	 	 	13,286	 
	 
	 	 	 
	 
	 	 	 	 
	Total
	 	$	25,018	 
	 
	 	 	 





Certain of the Company’s loan agreements call for loan covenants, which the Company has
received a waiver from the bank as of December 31, 2007.




NOTE 8 — EQUITY TRANSACTIONS




Common Stock



At December 31, 2007, the common shares outstanding include 27 restricted shares issued to
founders in accordance with an agreement with Preferred stockholders that generally restricts the
holders’ ability to sell, assign, transfer, or pledge their shares until the Company completes
a public offering, is sold or merged, or experiences any other changes in control over a four
year period.





Page 21











 










AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006




(Amounts in thousands)


NOTE 8 — EQUITY TRANSACTIONS (Continued)



Preferred Stock



Each Convertible Preferred Stock Series A, B, C, D, and E is convertible into one share of
the Company’s common stock and votes with the common stock as if converted. The Series D
Preferred Stock agreement contains a mandatory conversion clause, whereby all outstanding
 shares of the Series D Preferred Stock are automatically converted into Common Stock in
the event of a Qualified Public Offering (QPO), and upon election of the holders
represented by not less than 60% of all Preferred Stock voting as one class. A QPO is
defined as an Initial Public Offering at a per share offering price of not less than $2.50
per share and for a gross total offering size of not less than $25,000. All outstanding
 shares of the Series E Preferred Stock are automatically converted into Common Stock in
the event of an Initial Public Offering at a per share offering price of not less than
$1.00 per share and for a gross total offering size of not less than $25,000 and upon
election of the holders representing not less than 80% of all Preferred Stock voting as
one class.



On January 6, 2006, the Company authorized an increase in the number of shares of the
Corporation’s Series E Preferred Stock, from 20,953 to 38,353, and the Company sold an
aggregate of 18,566 shares of Series E preferred stock, par value of $0.0001 per share (the
Series E Second Close Preferred Stock) to venture capital firms. Proceeds from the sale
before issuance costs of $25, consisted of $6,000 in cash and the conversion of a $1,000
demand note outstanding.



The holders of the Series E Preferred Stock are entitled to liquidation rights of 2 times their
original investment, and to receive dividends, in preference to the holders of the Series A, B,
C and D Preferred Stockholders and in preference to any dividend on Common Stock, at the
rate of 8% per annum, whenever funds are legally available. The dividends are not cumulative and
accrue only if declared.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Liquidation Value	 	 
	 	 	 	 	 	 	Issued and	 	 	 	 	(to Original	 	Liquidation
	Series	 	Authorized	 	 	Outstanding	 	 	Dividend	 	Investment)	 	Preference
	A
	 	 	12,400	 	 	 	12,400	 	 	8% - non-cumulative	 	1 Times Investment	 	Pari-Passu Basis
	B
	 	 	6,834	 	 	 	6,834	 	 	8% - non-cumulative	 	1 Times Investment	 	 Pari-Passu Basis
	C
	 	 	23,019	 	 	 	23,019	 	 	8% - non-cumulative	 	1 Times Investment	 	Pari-Passu Basis
	D
	 	 	17,187	 	 	 	17,187	 	 	8% - non-cumulative	 	1.5 Times Investment	 	Pari-Passu Basis
	E
	 	 	38,353	 	 	 	33,684	 	 	8% - non-cumulative	 	2 Times Investment	 	Senior
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total
	 	 	97,793	 	 	 	93,124	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 






Page 22 









 







AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006




(Amounts in thousands)


NOTE 8 — EQUITY TRANSACTIONS (Continued)



Stock Based Compensation



The Company’s 2000 Stock Option and Grant Plan (the “2000 Plan”) authorized the award of
options to purchase shares of the Company’s common stock at the fair market value to
directors, officers, and employees of the Company and others who are deemed to provide
substantial and important services to the Company. In the absence of a “regular, active public
market” the fair market value of the common stock has been determined by the Company’s
Board of Directors. As of December 31, 2007, the 2000 Plan is authorized to award options to
purchase up to 10,570 shares of the Company’s common stock, of which 9,165 are
outstanding. Under the terms of the 2000 Plan, options granted thereunder may be designated
as options which qualify for incentive stock option treatment (“ISOs”) under Section 422A of
the Internal Revenue Code, or options which do not so qualify (Non-ISOs”). All stock options
are exercisable at $.05 or the fair market value at the time of grant. The compensation cost
that has been charged against income for options granted under the plan was $97 for the
twelve month period ended December 31, 2007 and $83 for December 31, 2006. The adoption
of SFAS 123R did not have an impact on cash flows from operating or financing activities.
For stock options issued as non-ISO’s, a tax deduction is not allowed until the options are
exercised. The amount of this deduction will be the difference between the fair value of the
Company’s common stock and the exercise price at the date of exercise. Accordingly, there is
a deferred tax asset recorded for the tax effect of the financial statement expense recorded.
The tax effect of the income tax deduction in excess of the financial statement expense will be
recorded as an increase to additional paid-in capital. Due to the uncertainty of the Company’s
ability to generate sufficient taxable income in the future to utilize the tax benefits of the
options granted, the Company has recorded a valuation allowance to reduce gross deferred tax
assets to zero. As a result, for the year ended December 31, 2007, there is no income tax
expense impact from recording the fair value of options granted. No tax deduction is allowed for
stock options issued and exercised as ISO’s.



The fair value of each option award is estimated on the date of grant utilizing the
Black-Scholes Option Pricing Model that uses assumptions noted in the following table:




	 	 	 	 	 	 	 	 	 
	 	 	December 31, 2007	 	December 31, 2006
	Volatility
	 	 	158.9	%	 	 	136.7	%
	Expected option term
	 	10 years	 	10 years
	Risk-free interest rate
	 	 	4.7	%	 	 	4.6	%
	Expected dividend yield
	 	 	0	%	 	 	0	%






Page 23 









 






AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006




(Amounts in thousands)


NOTE 8 — EQUITY TRANSACTIONS (Continued)



Since the Company is a private company without a readily determinable value of its equity
securities, expected volatilities is calculated on the historical volatility of similar public
companies. Management monitors share option exercise and employee termination patterns to estimate
forfeiture rates within the valuation model. The expected life of options represents the period of
time that options granted are expected to be outstanding determined using the contractual life of
the option. The risk-free interest rate for periods within the expected life of the option is based
on the interest rate of a 10-year U.S. Treasury note in effect on the date of the grant.



A summary of the status of the options under the 2000 Plan is presented below:




	 	 	 	 	 	 	 	 	 
	 	 	2007	 	2006
	 	 	Number of	 	Number of
	 	 	Options	 	Options
	Outstanding beginning of year
	 	 	9,025	 	 	 	5,855	 
	Granted
	 	 	1,654	 	 	 	3,898	 
	Exercised
	 	 	(180	)	 	 	(21	)
	Cancelled, forfeited, terminated
	 	 	(1,334	)	 	 	(707	)
	 
	 	 	 	 	 	 	 	 
	Outstanding at end of year
	 	 	9,165	 	 	 	9,025	 
	 
	 	 	 	 	 	 	 	 
	Exercisable at end of year
	 	 	5,017	 	 	 	3,308	 
	 
	 	 	 	 	 	 	 	 




All options that are issued and outstanding are exercisable at $.05. There were 180 and 21 options
exercised for $9 and $1 during the years ended December 31, 2007 and 2006, respectively. The fair
value of options vested was $78 and $77 during the years ended December 31, 2007 and 2006,
respectively. The weighted-average life for outstanding options for the years ended December 31,
2007 and 2006 was 7.45 and 8.07, respectively. The weighted-average life for exercisable options
for the years ended December 31, 2007 and 2006 was 6.67 and 6.92, respectively.



As of December 31, 2007, there was approximately $240 of unrecognized compensation cost related
to stock options granted under the Company’s 2000 Stock Option Plan, to be
recognized over a weighted average period of 1.72 years.





Page 24 











 








AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006

(Amounts in thousands)





NOTE 9 — COMMITMENTS AND CONTINGENCIES




Operating Leases and Franchise, License, and Right-of Way Agreements




The Company leases office, co-location facilities, and fiber optic cable lines. Future minimum
lease commitments under these leases, at December 31, are currently estimated as follows:




	 	 	 	 	 

	2008
	 	$	1,099	 
	2009
	 	 	887	 
	2010
	 	 	843	 
	2011
	 	 	373	 
	2012
	 	 	301	 
	Thereafter
	 	 	820	 
	 
	 	 	 
	 
	 	 	 	 
	Total
	 	$	4,323	 
	 
	 	 	 






Expense related to these leases was approximately $1,722 and $1,265 for the years ended
December 31, 2007 and 2006, respectively.





NOTE 10 — BENEFIT PLAN




The Company has a defined contribution 401(k) plan covering substantially all employees of the
Company. The employees’ annual contributions are limited to the lower of the maximum allowed
under the Internal Revenue Code or 30% of annual compensation. Currently, there is no Company
match for employee contributions.





NOTE 11 — INCOME TAXES




The Company has generated a cumulative net operating loss carry forward of $43,934 for federal and
state income tax purposes as of December 31, 2007. The net operating loss carry forwards, which
may provide future tax benefits, will begin to expire in 2020 if not previously utilized. The
Company has not assessed whether or not these loss carry forwards are subject to the ownership
limitations, which generally limit the amount of the loss carry forwards that may be used on an
annual basis. The Company has recorded a valuation allowance equal to the net deferred income tax
asset balances of the Company as of December 31, 2007 and 2006, primarily due to the uncertainty of
future positive operating results. The valuation allowance will be reduced at such time as the
Company believes it is more likely than not that net deferred income tax assets will be realized.
The Company has not recorded a tax provision due to its operating losses and the valuation
allowances recorded.




Page 25









 








AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006

(Amounts in thousands)





NOTE 11 — INCOME TAXES (Continued)




The Company’s deferred income tax assets (liabilities) as of December 31, 2007 and 2006 consisted
of the following (in thousands):




	 	 	 	 	 	 	 	 	 
	 	 	2007	 	 	2006	 
	Net operating loss carry forward
	 	$	17,661	 	 	$	15,681	 
	Assets held for future use/ Inventory reserve
	 	 	483	 	 	 	182	 
	Impairment
	 	 	1,648	 	 	 	1,648	 
	Deferred revenue
	 	 	2,443	 	 	 	2,111	 
	Investment in subsidiary
	 	 	625	 	 	 	(611	)
	Valuation allowance
	 	 	(18,451	)	 	 	(17,474	)
	 
	 	 	 	 	 	 
	 
	 	$	4,409	 	 	$	1,537	 
	 
	 	 	 	 	 	 	 	 
	Depreciation
	 	 	(3,679	)	 	 	(1,940	)
	Amortization
	 	 	(675	)	 	 	250	 
	Other
	 	 	(55	)	 	 	153	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Net deferred tax asset (liability)
	 	$	—	 	 	$	—	 
	 
	 	 	 	 	 	 






The difference between income taxes computed at the statutory U.S. federal income tax rate of 35%
and the Company’s income tax expense is as follows (in thousands):




	 	 	 	 	 	 	 	 	 
	 	 	2007	 	 	2006	 
	Federal benefit at statutory rate
	 	$	1,551	 	 	$	1,661	 
	State taxes-net of federal benefit
	 	 	230	 	 	 	247	 
	Permanent differences
	 	 	(36	)	 	 	(4	)
	Valuation allowance
	 	 	(1,745	)	 	 	(1,904	)
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Income tax expense
	 	$	—	 	 	$	—	 
	 
	 	 	 	 	 	 






Page 26









 









AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006

(Amounts in thousands)





NOTE 12 — SUBSEQUENT EVENTS




On April 15, 2008, the Company entered into three separate demand notes borrow an aggregate of
$6,000 at an annual interest rate of 8%. These notes are convertible to Preferred Stock Series F
upon the issuance of such shares, at which time the lenders notes will be converted to such shares
based on the lender’s pro-rata share of the total financing. In the event that the Series F shares
have not been issued by May 20, 2008, the principal and interest on the notes are fully due on such
date. The notes are secured by substantially all assets of the Company, subordinated to any
security interest in such asset in place as of
April 15, 2008.







Page 27











 





Schedule 5.5A — Financial Statements




CONSOLIDATED FINANCIAL STATEMENTS




AMERICAN FIBER SYSTEMS HOLDING

CORPORATION AND SUBSIDIARIES




AS OF AND FOR THE YEARS ENDED

DECEMBER 31, 2008 AND 2007

with

INDEPENDENT AUDITOR’S REPORT





 









 
















AMERICAN FIBER SYSTEMS HOLDING

CORPORATION AND SUBSIDIARIES




CONTENTS



	 	 	 	 	 
	 	 	Page
	 
	 	 	 	 
	Independent Auditor’s Report
	 	 	1	 
	 
	 	 	 	 
	Consolidated Financial Statements:
	 	 	 	 
	 
	 	 	 	 
	Balance Sheets
	 	 	2	 
	 
	 	 	 	 
	Statements of Operations
	 	 	3	 
	 
	 	 	 	 
	Statements of Cash Flows
	 	 	4	 
	 
	 	 	 	 
	Statements of Changes in Stockholders’ Equity
	 	 	5	 
	 
	 	 	 	 
	Notes to Consolidated Financial Statements
	 	 	6 - 20	 










 









 














INDEPENDENT AUDITOR’S REPORT




To the Shareholders of

American Fiber Systems Holding Corporation




     We have audited the accompanying consolidated balance sheets of American Fiber Systems
Holding Corporation and Subsidiaries as of December 31, 2008 and 2007, and the related
consolidated statements of operations, cash flows, and changes in stockholders’ equity for the
years then ended. These consolidated financial statements are the responsibility of the
Company’s management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.



     We conducted our audits in accordance with auditing standards generally accepted in the
United States of America. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
of material misstatement: An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.



     In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of American Fiber Systems Holding Corporation and
Subsidiaries as of December 31, 2008 and 2007, and the results of its operations and cash flows for
the years then ended, in conformity with accounting principles generally accepted in the United States of
America.








Rochester, New York

April 27, 2009




 









 





AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND

SUBSIDIARIES









CONSOLIDATED BALANCE SHEETS


DECEMBER 31, 2008 AND 2007

(Amounts in thousands)





	 	 	 	 	 	 	 	 	 
	 	 	2008	 	 	2007	 
	ASSETS
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Current Assets:
	 	 	 	 	 	 	 	 
	Cash and cash equivalents
	 	$	6,396	 	 	$	3,960	 
	Accounts
receivable, net of doubtful accounts of $77
and $107, respectively
	 	 	4,132	 	 	 	3,985	 
	Prepaid
expenses and other current assets
	 	 	597	 	 	 	418	 
	 
	 	 	 	 	 	 
	Total Current Assets
	 	 	11,125	 	 	 	8,363	 
	 
	 	 	 	 	 	 	 	 
	Fiber networks, property and equipment, net
	 	 	52,249	 	 	 	51,834	 
	Intangible assets — net
	 	 	2,668	 	 	 	3,294	 
	Other assets
	 	 	1,339	 	 	 	1,608	 
	Investment
	 	 	6,823	 	 	 	2,820	 
	 
	 	 	 	 	 	 
	Total Assets
	 	$	74,204	 	 	$	67,919	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	LIABILITIES AND STOCKHOLDERS’ EQUITY
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Current Liabilities:
	 	 	 	 	 	 	 	 
	Accounts
payable and accrued expenses
	 	$	5,277	 	 	$	3,623	 
	Deferred revenue — current
	 	 	7,116	 	 	 	7,663	 
	Current portion of long-term debt and
capital lease obligations
	 	 	4,113	 	 	 	3,194	 
	 
	 	 	 	 	 	 
	Total Current Liabilities
	 	 	16,506	 	 	 	14,480	 
	 
	 	 	 	 	 	 	 	 
	Long Term Liabilities:
	 	 	 	 	 	 	 	 
	Long term debt and capital lease obligations
	 	 	18,085	 	 	 	19,568	 
	Deferred revenue — noncurrent
	 	 	21,041	 	 	 	21,988	 
	Contingent Liabilities
	 	 	3,713	 	 	 	3,548	 
	 
	 	 	 	 	 	 
	Total Liabilities
	 	 	59,345	 	 	 	59,584	 
	 
	 	 	 	 	 	 	 	 
	Stockholders’ Equity:
	 	 	 	 	 	 	 	 
	Convertible
preferred stock, $.0001 par value, 110,978
and 97,793 authorized, 107,735 and 93,124 issued
and outstanding 2008 and 2007, respectively
	 	 	52,412	 	 	 	46,457	 
	Common
stock, $0.0001 par, 149,300 and 137,500
authorized, 26,692 and 25,910 Issued and
outstanding 2008 and 2007, respectively
	 	 	3	 	 	 	3	 
	Additional paid in capital
	 	 	10,177	 	 	 	10,003	 
	Accumulated deficit
	 	 	(47,733	)	 	 	(48,128	)
	 
	 	 	 	 	 	 
	Total Stockholders’ Equity
	 	 	14,859	 	 	 	8,335	 
	 
	 	 	 	 	 	 
	Total Liabilities and Stockholders’ Equity
	 	$	74,204	 	 	$	67,919	 
	 
	 	 	 	 	 	 







See Notes to Consolidated Financial Statements





Page 2









 









AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND

SUBSIDIARIES









CONSOLIDATED STATEMENTS OF OPERATIONS 


YEARS ENDED DECEMBER 31, 2008 AND 2007



(Amounts in thousands)




	 	 	 	 	 	 	 	 	 
	 	 	2008	 	 	2007	 
	REVENUE
	 	$	28,029	 	 	$	23,439	 
	 
	 	 	 	 	 	 	 	 
	DIRECT COSTS
	 	 	10,157	 	 	 	9,086	 
	 
	 	 	 	 	 	 	 	 
	OTHER OPERATING EXPENSES:
	 	 	 	 	 	 	 	 
	General and administrative
	 	 	11,069	 	 	 	10,208	 
	Depreciation,
amortization and accretion
	 	 	8,268	 	 	 	6,578	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Total Other Operating Expenses
	 	 	19,337	 	 	 	16,786	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	OPERATING LOSS
	 	 	(1,465	)	 	 	(2,433	)
	 
	 	 	 	 	 	 	 	 
	OTHER INCOME (EXPENSE):
	 	 	 	 	 	 	 	 
	Interest and investment income
	 	 	70	 	 	 	87	 
	Interest expense
	 	 	(2,115	)	 	 	(1,962	)
	Other Income (expense), net
	 	 	(42	)	 	 	(122	)
	Settlement from Investment
	 	 	3,947	 	 	 	—	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Total Other Income (Expense)
	 	 	1,860	 	 	 	(1,997	)
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	NET INCOME (LOSS)
	 	$	395	 	 	$	(4,430	)
	 
	 	 	 	 	 	 







See Notes to Consolidated Financial Statements






Page 3









 








AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND

SUBSIDIARIES










CONSOLIDATED STATEMENTS OF CASH FLOWS


YEARS ENDED DECEMBER 31, 2008 AND 2007


(Amounts in thousands)




	 	 	 	 	 	 	 	 	 
	 	 	2008	 	 	2007	 
	CASH FLOWS FROM OPERATING ACTIVITIES:
	 	 	 	 	 	 	 	 
	Net income (loss)
	 	$	395	 	 	$	(4,430	)
	Adjustments
to reconcile net income (loss) to net cash provided by
operating activities:
	 	 	 	 	 	 	 	 
	Depreciation, amortization and accretion
	 	 	8,268	 	 	 	6,578	 
	Gain on sale of assets
	 	 	(244	)	 	 	—	 
	Increase (decrease) in allowance for doubtful accounts
	 	 	(30	)	 	 	56	 
	Stock based compensation
	 	 	103	 	 	 	96	 
	Amortization of discount on debt
	 	 	144	 	 	 	131	 
	Equity method USC (income) loss
	 	 	(32	)	 	 	78	 
	Settlement income received in USC shares
	 	 	(3,947	)	 	 	—	 
	Changes in
operating assets and liabilities, net of assets acquired and
liabilities
assumed in business combinations
	 	 	 	 	 	 	 	 
	Accounts receivable
	 	 	(191	)	 	 	(163	)
	Prepaid expenses and other current assets
	 	 	(253	)	 	 	751	 
	Other assets and liabilities
	 	 	269	 	 	 	(731	)
	Accounts payable and accrued expenses
	 	 	1,654	 	 	 	(1,587	)
	Deferred revenue
	 	 	(1,494	)	 	 	(3	)
	 
	 	 	 	 	 	 
	Total adjustments
	 	 	4,247	 	 	 	5,206	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Net cash provided by operating activities
	 	 	4,642	 	 	 	776	 
	 
	 	 	 	 	 	 	 	 
	CASH FLOW FROM INVESTING ACTIVITIES:
	 	 	 	 	 	 	 	 
	Proceeds from sale of VOIP assets
	 	 	739	 	 	 	—	 
	Expenditures
for fiber networks, property and equipment
	 	 	(8,206	)	 	 	(6,520	)
	Cash paid
for acquisition, net of cash acquired
	 	 	—	 	 	 	(7,492	)
	Increase in investment
	 	 	(24	)	 	 	(132	)
	 
	 	 	 	 	 	 
	Net cash used in investing activities
	 	 	(7,491	)	 	 	(14,144	)
	 
	 	 	 	 	 	 	 	 
	CASH
FLOWS FROM FINANCING ACTIVITIES:
	 	 	 	 	 	 	 	 
	Net proceeds
from issuance of preferred stock and common stock
	 	 	5,995	 	 	 	9	 
	Proceeds from notes payable
	 	 	5,620	 	 	 	15,183	 
	Payment of note payable
	 	 	(6,330	)	 	 	(1,500	)
	 
	 	 	 	 	 	 
	Net cash
provided by financing activities
	 	 	5,285	 	 	 	13,692	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	NET
INCREASE IN CASH AND CASH EQUIVALENTS
	 	 	2,436	 	 	 	324	 
	 
	 	 	 	 	 	 	 	 
	CASH AND
CASH EQUIVALENTS - Beginning of year
	 	 	3,960	 	 	 	3,636	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	CASH AND
CASH EQUIVALENTS - End of year
	 	$	6,396	 	 	$	3,960	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SUPPLEMENTAL CASH FLOWS DISCLOSURE:
	 	 	 	 	 	 	 	 
	Cash paid for interest
	 	$	1,779	 	 	$	1,442	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	NON-CASH TRANSACTIONS
	 	 	 	 	 	 	 	 
	Refinance of senior debt facility
	 	$	—	 	 	$	7,500	 
	 
	 	 	 	 	 	 







See Notes to Consolidated Financial Statements






Page 4









 







AMERICAN
FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES










CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY


YEARS ENDED DECEMBER 31, 2008 AND 2007


(Amounts in thousands)



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Additional	 	 	 	 	 	 	Total	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Paid in	 	 	Accumulated	 	 	Stockholders’	 
	 	 	Preferred Stock	 	 	Common Stock	 	 	Capital	 	 	Deficit	 	 	Equity	 
	 	 	(Shares)	 	 	(Amount)	 	 	(Shares)	 	 	(Amount)	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance at December 31, 2006
	 	 	93,124	 	 	$	46,457	 	 	 	25,729	 	 	$	3	 	 	$	9,898	 	 	$	(43,698	)	 	$	12,660	 
	Issuance of common stock
	 	 	 	 	 	 	 	 	 	 	181	 	 	 	 	 	 	 	9	 	 	 	 	 	 	 	9	 
	Stock option expense
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	96	 	 	 	 	 	 	 	96	 
	Net loss
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(4,430	)	 	 	(4,430	)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance at December 31, 2007
	 	 	93,124	 	 	 	46,457	 	 	 	25,910	 	 	 	3	 	 	 	10,003	 	 	 	(48,128	)	 	 	8,335	 
	Issuance of
Common Stock
	 	 	—	 	 	 	—	 	 	 	782	 	 	 	 	 	 	 	39	 	 	 	 	 	 	 	39	 
	Issuance of
Series F Preferred Stock
	 	 	14,611	 	 	 	5,955	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	5,955	 
	Stock Option Expense
	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	103	 	 	 	 	 	 	 	103	 
	Issuance of warrants attached to debt
	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	32	 	 	 	 	 	 	 	32	 
	Net income
	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	395	 	 	 	395	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance at
December 31, 2008
	 	 	107,735	 	 	$	52,412	 	 	 	26,692	 	 	$	3	 	 	$	10,177	 	 	$	(47,733	)	 	$	14,859	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







See Notes to Consolidated Financial Statements







Page 5









 








AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES







NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008 AND 2007

(Amounts in thousands)




NOTE 1. — DESCRIPTION




     The consolidated financial statements include American Fiber Systems Holding Corporation
and its wholly owned subsidiaries (collectively the “Company”). The Company provides broadband
services including managed services and dark fiber leases (indefeasible rights of use (IRUs) and
operating leases). All significant inter-company accounts and transactions have been eliminated
from the consolidated financial statements. The Company is headquartered in Rochester, New York and
has major operations in Georgia, Idaho and Nevada. The Company has adopted a fiscal year-end of
December 31.



     The Company is a fiber-based telecommunications provider that offers “last mile”, metro, and
wide-area fiber connectivity for data, internet access, and voice services. The Company’s customers
include large and medium enterprises, wire-line carriers, wireless carriers, internet service
providers (ISPs), institutions of learning, health care service providers, and government entities.
The Company operates networks in ten cities in the United States.




NOTE 2. — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




     Cash and Cash Equivalents - For purposes of the consolidated financial statements, the
Company considers all highly liquid investments with an original maturity of three months or less
when purchased to be cash equivalents. The Company is required by its lending institution to
maintain a minimum cash
balance of $2,500.



     Concentration Risk - Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of cash and cash equivalents. Cash and cash
equivalents include cash in banks and highly liquid money market investments maintained in major
financial institutions. Virtually all balances are uninsured, with the exception of amounts
covered by the FDIC. As of December 31, 2008 and 2007, cash and cash equivalents of $6,385 and
$3,890 were held by a major financial institution and the remaining cash and cash equivalents were
held at various other financial institutions and banks. By nature, all such financial instruments
involve risk, including the credit risk of non-performance by counterparties. In management’s
opinion, as of December 31, 2008 and 2007, there was no significant risk of loss in the event of
non-performance of the counterparties to these consolidated financial
instruments.



     Accounts Receivables - Accounts receivables are carried at the original invoice amount less
an estimate made for doubtful receivables based on a review of all outstanding amounts on a
monthly basis, Management determines the allowance for doubtful accounts by identifying troubled
accounts and by using historical experience applied to an aging of accounts. Accounts receivables
are written off when deemed uncollectible, Recoveries of accounts receivables previously written
off are recorded when received.



     Accounts receivable is considered to be past due if any portion of the receivable balance is
outstanding for more than 90 days. Interest is charged on trade receivables that are outstanding
for more than 30 days and is recognized as it is charged.



Page 6









 





AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008 AND 2007

(Amounts in thousands)




NOTE 2. — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)




     Fiber Networks, Property and Equipment - Fiber networks, property and equipment are stated at
cost and depreciation for financial reporting purposes is calculated using the straight-line
method over the estimated useful lives of the assets. Fiber network costs, including fiber optic
cable, conduit and duct, and supplies and materials are recorded as construction in progress until
the network has been tested and accepted by the Company’s network engineers. The, estimated useful
lives are as follows:



	 	 	 
	Fiber networks
	 	15-20 years
	Laterals
	 	Lease term or estimated useful life of the fiber network
	Furniture and fixtures
	 	7 years
	Telecommunications equipment
	 	5 years
	Computer equipment and software
	 	3-5 years
	Vehicles
	 	5 years
	Leasehold improvements
	 	Lesser of the lease term or estimated useful life






     Long-lived assets to be held and used by the Company are reviewed to determine whether
any events or changes in circumstances indicate that the carrying amount of the asset may not be
recoverable. For long-lived assets to be held and used, the Company bases its evaluation on such
impairment indicators as the nature of the assets, the future economic benefit of the assets, any
historical or future profitability measurements, as well as other external market conditions or
factors that may be present. If such impairment indicators are present or other factors exist that
indicate that the carrying amount of the asset may not be recoverable, the Company determines
whether impairment has occurred through the use of an undiscounted cash flow analysis of assets at
the lowest level for which identifiable cash flows exist. If impairment has occurred, the Company
recognizes a loss for the difference between the carrying amount and the estimated fair value of
the asset. The Company determined that an impairment charge on its fiber networks or property and
equipment during the years ended December 31, 2008 and 2007 was not necessary.



     Intangible Assets - Intangible assets consist of customer lists and franchise agreements
acquired by the Company as a result of the purchase of the assets of Marietta FiberNet (MFN) in
2004, and Idacomm Inc. (Idacomm) in 2007. These assets are amortized over their estimated useful
lives of 5 and 16 years for MFN, and 10 and 15 years for Idacomm, respectively, on a straight line
basis. The Company evaluates these intangible assets for impairment, whenever events or changes in
circumstances indicate that the carrying value may not be recoverable for its estimated future
cash flows. The Company has tested for impairment and determined that no adjustments are needed for
the years ended December 31, 2008 and 2007.



     Other
Assets - Other assets include capitalized debt costs,
which are amortized over the life
of the loans, long-term prepaids and deposits, spare duct inventory, and other miscellaneous long
term holdings. The Company carries these assets at lower of cost or net realizable value.



Page 7









 





AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008 AND 2007

(Amounts in thousands)




NOTE 2. — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)




     Investment in US Carrier Telecom Holding, LLC (see also Note 3) - The Company is accounting
for its investment in US Carrier Telecom Holding, LLC, a 55% owned affiliate, by the equity
method of accounting under which the Company’s share of the net income (loss) of the affiliate is
recognized as income (loss) in the Company’s income
statement and added to (deducted from) the investment account, if applicable. Dividends received from the affiliate are treated as a
reduction of the investment account. The Company utilizes the equity method instead of
consolidating because it lacks control over the majority of the voting interest and management of
the affiliate.



     The fiscal year of the affiliate ends on December 31 and the Company consistently follows
the practice of recognizing the net income (loss) of the affiliate on that basis. Therefore, the
net income (loss) of the affiliate, which is reported in the Company’s income statement under
“other income (expense)” is for the affiliate’s year
which ended on December 31, 2008.



     Deferred Revenue - Deferred revenue represents payments received from customers for the
future use of the Company’s dark fiber optic networks and/or managed services on IRU’s, deferred
laterals, and deferred installation fees, and advanced billings for annual or monthly recurring
services. Payments are recognized pro-rata over the remaining term of the respective customer
lease agreement or contracted service period. Deferred revenue classified as current liabilities
will be recognized as revenue over the next twelve months along with advanced billings for annual
or monthly recurring services.



Deferred
revenues as of December 31, 2008 and 2007 consist of the following:




	 	 	 	 	 	 	 	 	 
	 	 	2008	 	 	2007	 
	IRU’s
	 	$	17,160	 	 	$	17,827	 
	Deferred billings
	 	 	6,865	 	 	 	7,227	 
	Advanced billings
	 	 	4,132	 	 	 	4,597	 
	 
	 	 	 	 	 	 
	Total deferred revenue
	 	 	28,157	 	 	 	29,651	 
	Current portion of deferred revenue
	 	 	(7,116	)	 	 	(7,663	)
	 
	 	 	 	 	 	 
	Deferred revenue — noncurrent
	 	$	21,041	 	 	$	21,988	 
	 
	 	 	 	 	 	 






     Income Taxes - The Company utilizes the asset and liability method to account for income
taxes. This method requires the recognition of deferred income tax assets and liabilities for the
expected future income tax consequences of existing temporary differences between the financial
reporting and tax reporting bases of assets and liabilities, and operating loss and income tax
credit carryforwards.



     A valuation allowance is provided to reduce deferred tax assets to a level which, more likely
than not, will be realized. Primary factors considered by the Company to determine the amount of
the allowance include the estimated taxable income level for future years and the limitations on
the use of the net operating loss carryforwards and associated expiration dates.



Page 8









 





AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008 AND 2007

(Amounts in thousands)




NOTE 2. — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)




     Revenue Recognition - The Company provides communications services to its customers over
circuits on its own network or through leased circuits. In addition, the Company offers long-term
leases of dark fiber at fixed pricing over multi-year terms. The Company recognizes revenues when
earned as services are provided throughout the life of each contract. Revenues on IRUs and
deferred laterals are recognized ratably over the term of the applicable lease agreements, which
range from 5 to 20 years. Amounts billed in advance of the service provided are recorded as
revenue over the service period. From time to time, the Company will
enter into an arrangement with the customer whereby the Company will sell the strands from an existing IRU contract with the
customer, thereby terminating the lease arrangement. For the fiscal year ended December 31, 2008
and 2007, the Company recognized $0 and $565, respectively, in revenue from such sales.



     Share-Based Compensation - The Company accounts for stock option awards granted in accordance
with Statement of Financial Accounting Standard No.123 (revised
2004), “Share Based Payment”,
(“SFAS 123R”). Under SFAS 123R, compensation expense related to stock-based payments are recorded
over the requisite service period based on the grant date fair value of the awards. The Company
uses the Black-Scholes option pricing model for determining the estimated fair value for
stock-based awards. The Black-Scholes model requires the use of assumptions which determine the
fair value of stock-based awards, including the option’s expected term and the price volatility of
the underlying stock.



     Use
of Estimates - The preparation of financial statements
in conformity with accounting
principles generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual results could differ
from those estimates.



     Reclassification of Certain Liabilities - Certain liability accounts on the balance sheet for
the year ended December 31, 2007 have been reclassified, with no effect on total liabilities, to be
consistent with the classifications adopted for the year ended
December 31, 2008.



     Recent
Accounting Pronouncements - In June 2006, the FASB issued FIN 48, “Accounting for
Uncertainties in Income Taxes”, an interpretation of SFAS 109. FIN 48 clarifies the accounting for
uncertainty in income taxes and reduces the diversity in current practice associated with the
financial statement recognition and measurement of a tax provision taken or expected to be taken in
a tax return by defining a “more-likely-than-not” threshold regarding the sustainability of the
position. In 2008, FASB issued a FASB Staff Position which defers the effective date of FIN 48 for
nonpublic enterprises to annual periods beginning after December 15, 2008. Management has not yet
determined the potential impact, if any, on the Company’s financial position, cash flows or results
of operations in connection with adoption of FIN 48. The Company will continue to follow SFAS 5,
“Accounting for Contingencies”, until it adopts FIN 48.




Page 9












 





AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008 AND 2007

(Amounts in thousands)




NOTE 2. — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)




     In
December 2007, the FASB issued SFAS 141 (Revised 2007), Business Combinations. SFAS 141(R)
retains the fundamental requirements of the original pronouncement requiring that the purchase
method be used for all business combinations. SFAS 141(R) defines the acquirer as the entity that
obtains control of one or more businesses in the business combination, establishes the acquisition
date as the date that the acquirer achieves control and requires the acquirer to recognize the
assets acquired, liabilities assumed and any non-controlling interest at their fair values as of
the acquisition date. In addition, SFAS 141(R) requires expensing of acquisition-related and
restructuring costs, re-measurement of earn out provisions at fair value, measurement of equity
securities issued for purchase at the date of close of the transaction and capitalization of
in-process research and development related intangibles in certain circumstances. SFAS 141(R) is
effective for the first reporting period beginning on or after
December 31, 2008. The Company will
implement the provision of SFAS 141(R) for future business combinations.



     In April 2008, the FASB issued FASB Staff Position (FSP) SFAS 142-3, Determination of Useful
Life of Intangible Assets. FSP SFAS 142-3 amends the factors that should be considered in
developing the renewal or extension assumptions used to determine the useful life of a recognized
intangible asset under SFAS 142, Goodwill and Other Intangible Assets. FSP SFAS 142-3 also
requires expanded disclosure related to the determination of
intangible asset useful lives. FSP
SFAS 142-3 is effective for financial statements issued for fiscal years beginning after December
15, 2008, and interim periods within those fiscal years. Early adoption is prohibited. The Company
is currently evaluating the potential impact, if any, the adoption of SFAS FSP 142-3 will have on
its consolidated financial statements.




NOTE 3. — INVESTMENT




     Idacomm - On February 23, 2007, the Company acquired all of the outstanding common shares of
Idacomm Inc (Idacomm). The results of Idacomm’s operations have been included in the consolidated
financial statements since that date in accordance with the purchase method of accounting. Idacomm
is a provider of broadband networking services in Nevada and Idaho.



     The aggregate purchase price was $9,858, including $7,858 of cash and a $2,000 seller note
(“Idacorp holdback”). Refer to Note 7 for further discussion of this holdback. Costs incurred
related to the transaction amounted to $243, which are added to the purchase price.



     The following table summarizes the estimated fair values of the assets acquired and
liabilities assumed at the date of acquisition. The Company utilized an outside party to perform
the valuation on the intangible assets acquired.



	 	 	 	 	 

	Current assets
	 	$	2,117	 
	Property and equipment
	 	 	15,909	 
	Intangible assets
	 	 	2,726	 
	Other Assets
	 	 	47	 
	 
	 	 	 
	Total assets acquired
	 	 	20,799	 
	Current liabilities
	 	 	2,521	 
	Long term liabilities
	 	 	7,945	 
	Long-term debt
	 	 	232	 
	 
	 	 	 
	Total liabilities assumed
	 	 	10,698	 
	 
	 	 	 
	Net assets acquired
	 	$	10,101	 
	 
	 	 	 






Page 10









 






AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008 AND 2007

(Amounts in thousands)




NOTE 3. — INVESTMENT (Continued)




     Of the $2,726 of acquired intangible assets, $2,700 was assigned to customer relationships,
which is being amortized over 10 years and $26 was assigned to franchise agreements, which is
being amortized over 15 years.



     US Carrier - On August 23, 2006, the Company completed the purchase of a 15.33% share of
USCarrier Telecom Holding, LLC (“USC”) a wholesale provider of broadband telecommunication services
with a fiber communications network servicing metropolitan Atlanta and more than 40 cities in
Georgia, Tennessee, South Carolina and Florida.



     The Company paid $1,500 ($409 cash at closing, the balance in a short term note which was
paid by April 2007, in eight (8) equal payments of $136 per month). The Company also entered into
a 5 year Management Services Agreement (“Management Agreement”) to manage and oversee the
operations of USC, which was signed on May 1, 2006. The fees for the Management services were $600
per year. The Company had certain performance and operational goals it must meet in managing USC,
otherwise the USC Board had the right to terminate the Agreement for cause.



     The Company bad also been awarded 100,571 restricted class A membership units, representing
50% of total USC membership units, which vested according to the following schedule, provided the
performance and operations goals, as defined in the Management Agreement, were achieved:



	 	 	 	 	 

	January 2007
	 	 	40	%
	January 2008
	 	 	20	%
	January 2009
	 	 	20	%
	January 2010
	 	 	20	%






     The Company met the 2006 performance metrics. The Board of USC concurred that the 2006
performance metrics were met, resulting in the Company’s ownership position in USC increasing to
39.522% as of January 1, 2007.



     Effective April 7, 2008, the Company and USC entered into a settlement agreement whereby the
Company resigned as manager of USC effective March 26, 2007 and, in consideration for the
execution of the settlement agreement, 48,427 of the restricted class A membership units that were
unvested were deemed to be fully vested such that the Company has a total ownership of class A
membership units equal to 104,075 units which is equal to 55% of the outstanding class A
membership units. The settlement agreement also provides that the Company will convey, transfer
and assign the Company’s unvested membership units amounting to 11,915 for cancellation. The
operating agreement of USC was amended and modified with respect to matters of managing the
company and related to the settlement agreement.



     For the years ended December 31, 2008 and 2007, the Company has accounted for this investment
utilizing the equity method of accounting. The Company has recognized income (loss) of $32 and
($78) for its share of the net income (loss) of USC for the year
ended December 31, 2008 and 2007,
respectively. These amounts are included in “other income (expense)” on the accompanying statement
of operations. As a result of the settlement agreement, the Company
also recognized income for the year
ended December 31, 2008 of $3,947 relating to the fair value of
an additional 48,427 membership
units of USC that became vested.



Page 11









 






AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008 AND 2007

(Amounts in thousands)




NOTE 3. — INVESTMENT (Continued)



A summary of the Balance Sheet and Statement of Operations of USC for the years ended December 31,
2008 and 2007 are as follows:




	 	 	 	 	 	 	 	 	 
	 	 	2008	 	 	2007	 
	Balance Sheet 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Assets
	 	$	29,528	 	 	$	29,699	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Liabilities
	 	$	17,171	 	 	$	17,638	 
	Equity
	 	 	12,357	 	 	 	12,061	 
	 
	 	 	 	 	 	 
	Liabilities and Equity
	 	$	29,528	 	 	$	29,699	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Statement of Operations
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Revenue
	 	$	14,130	 	 	$	12,148	 
	Direct Costs
	 	 	(10,933	)	 	 	(9,094	)
	Selling,
General and Administrative
	 	 	(2,304	)	 	 	(2,158	)
	Other Expenses
	 	 	(5,490	)	 	 	(1,096	)
	 
	 	 	 	 	 	 
	Net Loss before Minority Interest
	 	 	(4,597	)	 	 	(200	)
	 
	 	 	 	 	 	 	 	 
	Minority Interest
	 	 	17	 	 	 	4	 
	 
	 	 	 	 	 	 
	Net Loss
	 	$	(4,580	)	 	$	(196	)
	 
	 	 	 	 	 	 






NOTE 4 — FIBER NETWORKS, PROPERTY AND EQUIPMENT




     Fiber networks, property and equipment as of December 31, 2008 and 2007 consisted of the
following:



	 	 	 	 	 	 	 	 	 
	 	 	2008	 	 	2007	 
	Fiber network equipment and infrastructure
	 	$	69,379	 	 	$	62,249	 
	Furniture and fixtures and leasehold improvements
	 	 	283	 	 	 	532	 
	Computer equipment and software
	 	 	2,495	 	 	 	2,250	 
	Construction in process
	 	 	5,304	 	 	 	4,927	 
	Assets held for future use
	 	 	972	 	 	 	1,007	 
	Vehicles
	 	 	55	 	 	 	69	 
	 
	 	 	 	 	 	 
	Gross fiber network, property and equipment
	 	 	78,488	 	 	 	71,034	 
	 
	 	 	 	 	 	 	 	 
	Less accumulated depreciation
	 	 	(26,239	)	 	 	(19,200	)
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Fiber networks, property and equipment-net
	 	$	52,249	 	 	$	51,834	 
	 
	 	 	 	 	 	 






Page 12









 






AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008 AND 2007

(Amounts in thousands)




NOTE 4 — FIBER NETWORKS, PROPERTY AND EQUIPMENT (Continued)




     Included in the network equipment and infrastructure balance as of December 31, 2008 and
2007, is an asset in the amount of $1,162, related to the retirement obligation of certain fiber
and conduit systems (see Note 7). Depreciation expense was $7,478 and $5,891 for the years ended
December 31, 2008 and 2007 respectively.



NOTE 5. — INTANGIBLE AND OTHER ASSETS




     Intangibles — Intangible assets were acquired during 2004 as part of the acquisition of
Marietta FiberNet (MFN), and in 2007 as part of the acquisition of Idacomm (Refer to Note 3). As
of December 31, 2008 and 2007, intangible assets consist of the
following:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	2008	 	 	2007	 
	 	 	Gross	 	 	 	 	 	 	Net	 	 	Gross	 	 	 	 	 	 	Net	 
	 	 	Carrying	 	 	Accumulated	 	 	Carrying	 	 	Carrying	 	 	Accumulated	 	 	Carrying	 
	 	 	Amount	 	 	Amortization	 	 	Amount	 	 	Amount	 	 	Amortization	 	 	Amount	 
	Customer lists
	 	$	4,390	 	 	$	(1,932	)	 	$	2,458	 	 	$	4,390	 	 	$	(1,323	)	 	$	3,067	 
	Franchise agreements
	 	 	281	 	 	 	(71	)	 	 	210	 	 	 	281	 	 	 	(54	)	 	 	227	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance
	 	$	4,671	 	 	$	(2,003	)	 	$	2,668	 	 	$	4,671	 	 	$	(1,377	)	 	$	3,294	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






     Amortization expense was $626 and $551 for the years ended December 31, 2008 and 2007,
respectively, Expected future amortization expense is as follows:



	 	 	 	 	 
	Years Ending	 	 	 
	December 31	 	Total	 
	2009
	 	$	541	 
	2010
	 	 	288	 
	2011
	 	 	288	 
	2012
	 	 	288	 
	2013
	 	 	288	 
	Thereafter
	 	 	975	 
	 
	 	 	 
	Total
	 	$	2,668	 
	 
	 	 	 






     Other Assets — The Company’s other assets, as of December 31, 2008 and 2007, are comprised
of the following:



	 	 	 	 	 	 	 	 	 
	 	 	2008	 	 	2007	 
	Capitalized debt costs, net
	 	$	301	 	 	$	463	 
	Duct inventory
	 	 	456	 	 	 	456	 
	Long term
prepaids and deposits
	 	 	400	 	 	 	347	 
	Other
	 	 	182	 	 	 	342	 
	 
	 	 	 	 	 	 
	Total other assets
	 	$	1,339	 	 	$	1,608	 
	 
	 	 	 	 	 	 






     The $456 of spare duct inventory at December 31, 2008 and 2007 is located in certain current
markets served by the Company that is being held for future use to expand existing networks or for
sale to customers. The duct inventory was tested for impairment in
2008 and 2007 and the Company
determined that an impairment charge was not necessary.



Page 13









 






AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008 AND 2007

(Amounts in thousands)




NOTE 6.— DEBT




     Long
term debt consists of the following as of December 31, 2008 and 2007:



	 	 	 	 	 	 	 	 	 
	 	 	2008	 	2007
	Senior Debt — On October 22, 2007,
the Company refinanced their senior
debt facility which had an outstanding
balance of $7,500. The new facility
allows for borrowing up to $18,500 and
is available for draw down until
October 22, 2012. The facility is
comprised of two revolving lines, a
revolving line of $17,000 (revolver A)
that bears an interest rate of 1% above
the prime rate and a second revolving
line of $1,500 (revolver B) that also
bears an interest rate of 1% above the
prime rate. The revolving line A
requires interest payments only until
July 1, 2008 after which the principal
is due for payment at 2% per annum
through the maturity date and 50% of
excess cash flow after the year ended
December 31, 2008. The revolving line B
requires interest payments only and is
payable upon maturity, October 31,
2009. The facility is secured by all
the assets of the Company except for
assets pledged in connection with its
capital leases up to $1,000. In
addition, the Company issued 650
warrants to purchase the Company’s
common stock. The Company recorded a
debt discount of $32, which is being
amortized into interest over the life
of the notes. As of December 31, 2008
and 2007, the unamortized discount on
the line is $24 and $16, respectively,
(A)
	 	$	17,906	 	 	$	15,563	 
	 
	Note payable — dated January 13, 2006
bearing interest at 12% per annum for
the first 12 months and 13% for the
remainder of the term for a total of 48
months. For the first 18 months of the
note, only interest payments are due,
after which principal payments are to be
made over the remaining 30 months to the
maturity date of January 13, 2010. The
note is secured by substantially all of
the Company’s assets, and is
subordinated to Senior debt arrangement.
In connection with the note, the Company
issued 3,203 warrants to purchase the
Company’s Series E Preferred stock at a
price of $0.377 per share and a term of
10 years or 5 years after an initial
public offering. The Company recorded a
debt discount of $481 for the value of
the warrants, which is being amortized
into interest over the life of the
notes. As of December 31, 2008 and 2007
the unamortized discount on the note is
$120 and $240, respectively. (A)
	 	 	3,384	 	 	 	5,732	 
	 
	Notes payable — various equipment loans
with interest ranging from 7.00% to
9.25% maturing from August 2009 through
September 2010. All notes are secured by
the equipment purchased and have a 36
month term with principal and interest
payments due monthly. In connection with
certain notes, the Company issued a
total of 73 warrants to purchase the
Company’s common stock at $.05 per share
for a period up to seven years from
August 22, 2006. In addition, the
Company issued 40 warrants to purchase
the Company’s Series E Preferred stock
at $.377 per share for a period up to 6
years from April 24, 2004. As of
December 31, 2008 and 2007, the
unamortized discount on the note was $0,
respectively.
	 	 	729	 	 	 	1,201	 






Page 14









 






AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008 AND 2007

(Amounts in thousands)




NOTE 6. — DEBT (Continued)




	 	 	 	 	 	 	 	 	 
	 	 	2008	 	2007
	Capital Lease — Network equipment leased for a
period of 48 months with monthly payments of $6
with a bargain purchase option of one
dollar. The lease carries a 9.3% interest rate with
a final payment due on January 2011
	 	 	148	 	 	 	209	 
	 
	Capital Lease — Network equipment leased for a
period of 48 months with monthly payments of $1.1
with a bargain purchase option price of one dollar.
The lease carries an 11.8% interest rate with a
final payment due on January 2011.
	 	 	27	 	 	 	38	 
	 
	Capital Lease — Network equipment leased for a
period of 48 months with monthly payments of $1.3
with a bargain purchase option of one dollar. The
lease carries a 12% interest rate with a final
payment due February 2009.
	 	 	4	 	 	 	19	 
	 	 	 
	 
	 	 	22,198	 	 	 	22,762	 
	Less current portion
	 	 	4,113	 	 	 	3,194	 
	 	 	 
	 
	 	$	18,085	 	 	$	19,568	 
	 	 	 






     In addition, there are warrants outstanding related to debt which was repaid in prior years.
Specifically, there are 650 warrants to purchase the Company’s common stock issued January 12,
2006, which have a term of seven years or three years after an initial public offering, if the
initial public offering occurs prior to January 13, 2010.




(A) On April 7, 2009, the Company renegotiated the terms of the senior debt. Revolver A was
extended to October 31, 2013 at an interest rate of prime plus 2%. Revolver B was extended
to March 31, 2010, at an interest rate of prime plus 2%. Principal payments on these loans
were amended to require payments of $200 per quarter commencing July 1, 2009, $300 per
quarter commencing July 1, 2010, and $400 per quarter commencing July 1, 2011. The five year
maturity schedule below has been updated to reflect this amendment. The Senior Debt contains
loan covenants that the Company violated as of December 31, 2008. The Company has received a
waiver from the bank for these violations. A condition of this waiver, the Company must
raise $10,000 through an issuance of subordinated debt or the sale of equity by July 31,
2009. Management is in the process of negotiating this transaction
and expects to meet this
requirement.



     The Company’s required principal payments, related to all outstanding debt obligations as of
December 31, 2008, are as follows:



	 	 	 	 	 

	2009
	 	$	4,113	 
	2010
	 	 	2,956	 
	2011
	 	 	1,413	 
	2012
	 	 	1,600	 
	2013
	 	 	12,260	 
	 
	 	 	 
	Total
	 	$	22,342	 
	 
	 	 	 






Page 15









 






AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008 AND 2007

(Amounts in thousands)




NOTE 7. — CONTINGENT LIABILITIES




     Asset Retirement Obligations - SFAS No. 143, “Accounting for Asset Retirement Obligations”
(SFAS 143), requires entities to record the fair value of a liability for an asset retirement
obligation in the period in which the legal or contractual removal obligation is incurred. The
Company’s asset retirement obligations relate to fiber network infrastructure leased from others
under right of way agreements, which require the Company to remove the assets at the end of the
agreements.



     The liability was established by calculating the present value of the asset retirement
obligation using a discount rate ranging from 8.5% to 15% over a period of 15 years at December
31, 2008 and 2007, respectively, which is representative of the average estimated life of the
Company’s telecommunications network.



     The
asset retirement obligation was $1,712 and $1,548 at December 31, 2008 and 2007,
respectively.



     Changes in the carrying amount of the asset retirement obligation for the years ended
December 31, 2008 and 2007 are summarized as follows:



	 	 	 	 	 

	Balance — December 31, 2006
	 	$	713	 
	Accretion, due to passage of time
	 	 	137	 
	Idacomm acquisition
	 	 	698	 
	 
	 	 	 
	Balance — December 31, 2007
	 	 	1,548	 
	 
	 	 	 	 
	Accretion due to passage of time
	 	 	164	 
	 
	 	 	 
	Balance — December 31, 2008
	 	$	1,712	 
	 
	 	 	 






     Idacorp Holdback - As part of the acquisition of Idacomm (see note 3) Idacorp agreed to a
$2,000 seller note (“holdback”) of which $1,500 was to be repaid February 23, 2009, with interest,
with the remaining $500 maturing February 23, 2011. The Company has the right of offset, for both
agreed upon liabilities to be incurred, and additional costs that Idacorp incurred but arose after
the closing. The Company notified Idacorp on February 18, 2009 of expected offsets exceeding the
amount owed. These obligations have not been satisfied as of December 31, 2008 and the ultimate
obligation is not reasonably estimated. It is not anticipated that either of these amounts will be
paid during 2009.




NOTE 8. — EQUITY TRANSACTIONS




     Common Stock - The common shares outstanding include 2 and 27 restricted shares at December
31, 2008 and 2007, respectively, issued to founders in accordance with an agreement with Preferred
stockholders that generally restricts the holders’ ability to sell, assign, transfer, or pledge
their shares until the Company completes a public offering, is sold or merged, or experiences any
other changes in control over a four year period.



Page 16









 






AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008 AND 2007

(Amounts in thousands)




NOTE 8. — EQUITY TRANSACTIONS (Continue)




     Preferred Stock - Each Convertible Preferred Stock Series A, B, C, D, E, and F is
convertible into one share of the Company’s common stock and votes with the common stock on an as
if converted basis. The preferred stock is non-cumulative and no dividend has ever been declared
or paid on the preferred stock. The Series D Preferred Stock agreement contains a mandatory
conversion clause, whereby all outstanding shares of the Series D Preferred Stock are
automatically converted into Common Stock in the event of a Qualified
Public Offering (QPO), and
upon election of the holders represented by not less than 60% of all Preferred Stock voting as
one class. A. QPO is defined as an Initial Public Offering at a per share offering price
of not less than $2.50 per share and for a gross total offering size of not less than $25,000.
All outstanding shares of the Series E Preferred Stock are automatically converted into Common
Stock in the event of an Initial Public Offering at a per share offering price of not less than
$1.00 per share and for a gross total offering size of not less than $25,000 and upon election
of the holders representing not less than 80% of all Preferred Stock voting as one class.



     On
April 15, 2008, $6,000 of 8% secured, convertible demand notes
were issued to three
investors. These notes could be converted into Series F Preferred Stock based on a pro-rata share
of the total financing at the date of the financing. If at the date of financing, the total
principal and accrued interest exceeded the pro-rata share of the
total financing, such excess
amount would be paid in cash. If the financing did not occur by May 20, 2008, the principal and
interest would become fully due on that date.



     On May 20, 2008 the Company completed a $6,000 equity financing before issuance costs of
$45. The equity financing consisted of the sale of 14,611 shares of Series F Convertible
Preferred Stock (the Series F Preferred Stock), which have a par value of $.0001. Proceeds from
the sale consisted of $3,801 converted from demand notes outstanding paying 8% interest, with the
remaining $2,199 in cash raised from additional investors. At this time the April 15, 2008 8%
secured, convertible demand notes were settled either through payment of the outstanding
principal and interest or through conversion to Series F preferred stock.



     The holders of the Series F Preferred Stock are entitled to liquidation rights of two times
their original investment, and to receive dividends, in preference to the holders of the Series
A, B, C, D and E Preferred Stockholders and in preference to any dividend on Common Stock, at the
rate of 8% per annum, whenever funds are legally available. The dividends are not cumulative and
accrue only if declared.



     In conjunction with the 2008 offering the Company increased its authorized common stock from
137,500 to 149,300 and decreased the authorized Series E Preferred Stock from 38,353 to 36,927.
The Company also increased its common stock authorized to be issued, to its officers, directors,
consultants and employees under its 2000 Stock Option Plan and Grant Plan from 10,570 to 11,320.



     There are four directors on the Company’s Board of Director’s. Stockholders holding 25% of
Series A, B and C can appoint 2 members and Stockholder’s
holding 25% of Series D can appoint one
member of the Board of Director’s. The fourth board member is the Company’s Chief Executive
Officer.



Page 17









 






AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008 AND 2007

(Amounts in thousands)




NOTE 8. — EQUITY TRANSACTIONS (Continued)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Liquidation Value	 	 
	 	 	 	 	 	 	Issued and	 	 	 	 	 	(to Original	 	Liquidation
	Series	 	Authorized	 	Outstanding	 	Dividend	 	Investment)	 	Preference
	A
	 	 	12,400	 	 	 	12,400	 	 	8% - non - cumulative	 	1 Times Investment	 	Pari-Passu Basis
	B
	 	 	6,834	 	 	 	6,834	 	 	8% - non - cumulative	 	1 Times Investment	 	Pari-Passu Basis
	C
	 	 	23,019	 	 	 	23,019	 	 	8% - non - cumulative	 	1 Times Investment	 	Pari-Passu Basis
	D
	 	 	17,187	 	 	 	17,187	 	 	8% - non- cumulative	 	1.5 Times Investment	 	Pari-Passu Basis
	E
	 	 	36,927	 	 	 	33,684	 	 	8% - non - cumulative	 	2 Times Investment	 	Senior
	F
	 	 	14,611	 	 	 	14,611	 	 	8% - non - cumulative	 	2 Times Investment	 	Super Senior
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total
	 	 	110,978	 	 	 	107,735	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






     Share-Based
Compensation — The Company’s 2000 Stock Option and
Grant Plan (the “2000 Plan”)
authorized the award of options to purchase shares of the Company’s common stock at the grant
date fair market value to directors, officers, and employees of the Company and others who are
deemed to provide substantial and important services to the Company. In the absence of a
“regular, active public market” the fair market value of the common stock has been determined by
the Company’s Board of Directors. As of December 31, 2008 and 2007 there 8,445 and 9,165,
respectively, of options outstanding. The common stock issued upon exercise of an option under
this plan comes from new shares previously authorized. Under the terms of the 2000 Plan, options
granted thereunder may be designated as options which qualify for incentive stock option
treatment (“ISOs”) under Section 422A of the Internal Revenue Code or options which do not
qualify for incentive stock option treatment (Non-ISOs”). All stock options are exercisable at
$.05 or the fair market value at the time of grant. The compensation cost that has been charged
against income for options granted under the plan was $104 and $97 for the years ended December
31, 2008 and 2007, respectively.



     The fair value of each option award is estimated on the date of grant utilizing the
Black-Scholes Option Pricing Model that uses assumptions noted in the following table:



	 	 	 	 	 	 	 	 	 
	 	 	December 31, 2008	 	December 31, 2007
	Volatility
	 	147.4% to 153.3%	 	155.8% to 164.3%
	Expected option term
	 	10 years	 	10 years
	Risk-free interest rate
	 	3.5% to 4.0%	 	4.6% to 5.0%
	Expected dividend yield
	 	0%	 	0%






     Since the Company is a private company without a readily determinable value of its equity
securities, expected volatilities is calculated on the average of the historical volatility of
several similar public companies which operate in the telecom industry. Management monitors
share option exercise and employee termination patterns to estimate forfeiture rates within the
valuation model. The expected life of options represents the period of time that options granted
are expected to be outstanding. The risk-free interest rate for periods within the expected life
of the option is based on the interest rate of a ten year U.S. Treasury note on the grant date.




Page 18











 






AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008 AND 2007

(Amounts in thousands)





NOTE 8. — EQUITY TRANSACTIONS (Continued)



     A summary of the status of the options under the 2000 Plan is presented below:



	 	 	 	 	 	 	 	 	 
	 	 	2008	 	2007
	 	 	Number of Options	 	Number of Options
	Outstanding beginning of year
	 	 	9,165	 	 	 	9,025	 
	Granted
	 	 	825	 	 	 	1,654	 
	Exercised
	 	 	(782	)	 	 	(181	)
	Cancelled, forfeited, terminated
	 	 	(762	)	 	 	(1,333	)
	 
	 	 	 	 	 	 	 	 
	Outstanding at end of year
	 	 	8,446	 	 	 	9,165	 
	 
	 	 	 	 	 	 	 	 
	Exercisable at end of year
	 	 	6,100	 	 	 	5,017	 
	 
	 	 	 	 	 	 	 	 






     All options that are outstanding or exercisable have a weighted average exercise price of
$.05. There were 782 and 181 options exercised for $39 and $9 during the years ended December 31,
2008 and 2007, respectively. The fair value of options vested was $54 and $78 during the years
ended December 31, 2008 and 2007, respectively. The weighted-average remaining life for
outstanding options for the years ended December 31, 2008 and
2007 was 6.74 and 7.45,
respectively. The weighted-average remaining contractual term for vested options for the years
ended December 31, 2008 and 2007 was 6.18 and 6.67, respectively.



     As
of December 31, 2008 and 2007 there was approximately $154 and $240, respectively, of
unrecognized compensation cost related to stock options granted under the Company’s 2000 Stock
Option Plan, to be recognized over a weighted average period of 1.63 and 1.72 years, respectively.




NOTE 9. — COMMITMENTS




     Operating Leases and Franchise, License, and Right-of Way Agreements — The Company leases
office, co-location facilities, and fiber optic cable lines. Future minimum lease commitments
under these leases, at December 31, 2008 are currently estimated as follows:



	 	 	 	 	 

	2009
	 	$	2,111	 
	2010
	 	 	1,772	 
	2011
	 	 	1,156	 
	2012
	 	 	1,005	 
	2013
	 	 	917	 
	Thereafter
	 	 	5,931	 
	 
	 	 	 
	Total
	 	$	12,892	 
	 
	 	 	 





     Rental expense related to these operating leases was approximately $2,663 and $1,722 for
the years ended December 31, 2008 and 2007, respectively.




NOTE 10. — EMPLOYEE BENEFIT PLAN




     The Company has a defined contribution 401(k) plan covering substantially all employees of
the Company. The employees’ annual contributions are limited to the lower of the maximum allowed
under the Internal Revenue Code or 30% of annual compensation. Currently, there is no Company
match for employee contributions for the years ended December 31, 2008 and 2007.



Page 19









 




 
AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008 AND 2007

(Amounts in thousands)





NOTE 11. — INCOME TAXES




     The Company has generated a cumulative net operating loss carry forward of approximately
$46,677 for federal and state income tax purposes as of December 31, 2008. The net operating
loss carry forwards, which may provide future tax benefits, will begin to expire in 2020 if not
previously utilized. The Company has not assessed whether or not these loss carry forwards are
subject to the ownership limitations, which generally limit the
amount of the loss carry
forwards that may be used on an annual basis. The Company has recorded a valuation allowance
equal to the net deferred income tax asset balances of the Company as of December 31, 2008 and
2007, primarily due to the uncertainly of future positive operating results. The valuation
allowance will be reduced at such time as the Company believes it is more likely than not that
the net deferred income tax assets will be realized. The Company has not recorded a current tax
provision due to its operating losses and the valuation allowances
recorded.



     The Company’s deferred income tax assets (liabilities) as of December 31, 2008 and 2007
consisted of the following:



	 	 	 	 	 	 	 	 	 
	 	 	2008	 	 	2007	 
	Net operating loss carry forward
	 	$	17,247	 	 	$	17,661	 
	Assets held
for future use/Inventory reserve
	 	 	288	 	 	 	483	 
	Impairment
	 	 	1,515	 	 	 	1,648	 
	Deferred revenue
	 	 	2,471	 	 	 	2,443	 
	Investment in subsidiary
	 	 	(934	)	 	 	625	 
	Valuation allowance
	 	 	(16,910	)	 	 	(18,451	)
	 
	 	 	 	 	 	 
	 
	 	 	3,677	 	 	 	4,409	 
	Depreciation
	 	 	(3,200	)	 	 	(3,679	)
	Amortization
	 	 	(437	)	 	 	(675	)
	Other
	 	 	(40	)	 	 	(55	)
	 
	 	 	 	 	 	 
	Net deferred tax asset (liability)
	 	$	—	 	 	$	—	 
	 
	 	 	 	 	 	 







NOTE 12. — SALE OF VOIP ASSETS




     As part of the acquisition of Idacomm the Company acquired their voice over internet
protocol (VOIP) assets, in Boise, Reno and Las Vegas. As this was not strategic to the Company,
it was part of the acquisition plan to sell these assets.



     On
August 13, 2008, the Company sold the VOIP assets for $1,000, consisting of existing
customer contracts, customer lists, equipment, inventory and prepaid maintenance contracts.
The gain on the transaction amounted to $285. The Company will also provide transition services to the
buyer for an interim period.



	 	 	 	 	 

	Proceeds from sale of VOIP assets
	 	$	1,000	 
	Less costs of disposal
	 	 	261	 
	 
	 	 	 
	Net proceeds from sale of VOIP assets
	 	 	739	 
	Book value of items transferred with sale
	 	 	454	 
	 
	 	 	 
	Net gain on sale of VOIP assets
	 	$	285	 
	 
	 	 	 






Page 20











 





Schedule 5.5A — Financial Statements




CONSOLIDATED FINANCIAL STATEMENTS




AMERICAN FIBER SYSTEMS HOLDING

CORPORATION AND SUBSIDIARIES




DECEMBER 31, 2009

with

INDEPENDENT AUDITOR’S REPORT




 









 





AMERICAN FIBER SYSTEMS HOLDING

CORPORATION AND SUBSIDIARIES




CONTENTS



	 	 	 	 	 
	 	 	Page	 
	Independent Auditor’s Report
	 	 	1	 
	 
	 	 	 	 
	Consolidated Financial Statements:
	 	 	 	 
	 
	Balance Sheets
	 	 	2	 
	 
	Statements of Operations
	 	 	3	 
	 
	Statements of Cash Flows
	 	 	4	 
	 
	Statements of Changes in Stockholders’ Equity
	 	 	5	 
	 
	Notes to Consolidated Financial Statements
	 	 	6-20	 






 









 














INDEPENDENT AUDITOR’S REPORT




To the Shareholders of

American Fiber Systems Holding Corporation




     We have audited the accompanying consolidated balance sheets of American Fiber Systems
Holding Corporation and Subsidiaries as of December 31, 2009 and 2008, and the related
consolidated statements of operations, cash flows, and changes in stockholders’ equity for the
years then ended. These consolidated financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these consolidated financial statements
based on our audits.



     We conducted our audits in accordance with auditing standards generally accepted in the
United States of America. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.



     In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of American Fiber Systems Holding Corporation and
Subsidiaries as of December 31, 2009 and 2008, and the results of its operations and cash flows
for the years then ended, in conformity with accounting principles generally accepted in the United
States of America.







Rochester, New York

April 23, 2010




1









 





AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES








CONSOLIDATED BALANCE SHEETS

DECEMBER 31,



(amounts in thousands, except per share amounts)





	 	 	 	 	 	 	 	 	 
	 	 	2009	 	 	2008	 
	ASSETS
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Current Assets:
	 	 	 	 	 	 	 	 
	Cash and cash equivalents
	 	$	4,382	 	 	$	6,396	 
	Accounts receivable, net of doubtful accounts of $176
and $77, respectively
	 	 	3,949	 	 	 	4,132	 
	Prepaid expenses and other current assets
	 	 	731	 	 	 	597	 
	 
	 	 	 	 	 	 
	Total Current Assets
	 	 	9,062	 	 	 	11,125	 
	 
	 	 	 	 	 	 	 	 
	Fiber networks, property and equipment, net
	 	 	51,315	 	 	 	52,249	 
	Intangible assets — net
	 	 	2,127	 	 	 	2,668	 
	Other assets
	 	 	1,307	 	 	 	1,339	 
	Investment
	 	 	7,443	 	 	 	6,823	 
	 
	 	 	 	 	 	 
	Total Assets
	 	$	71,254	 	 	$	74,204	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	LIABILITIES AND STOCKHOLDERS’ EQUITY
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Current Liabilities:
	 	 	 	 	 	 	 	 
	Accounts payable and accrued expenses
	 	$	4,055	 	 	$	5,277	 
	Deferred revenue — current
	 	 	7,671	 	 	 	7,116	 
	Current portion of long-term debt and
capital lease obligations
	 	 	313	 	 	 	4,113	 
	 
	 	 	 	 	 	 
	Total Current Liabilities
	 	 	12,039	 	 	 	16,506	 
	 
	 	 	 	 	 	 	 	 
	Long Term Liabilities:
	 	 	 	 	 	 	 	 
	Long term debt and capital lease obligations
	 	 	20,708	 	 	 	18,085	 
	Deferred revenue — noncurrent
	 	 	21,000	 	 	 	21,041	 
	Contingent liabilities
	 	 	3,898	 	 	 	3,713	 
	 
	 	 	 	 	 	 
	Total Liabilities
	 	 	57,645	 	 	 	59,345	 
	 
	 	 	 	 	 	 	 	 
	Stockholders’ Equity:
	 	 	 	 	 	 	 	 
	Convertible preferred stock, $.0001 par value, 110,979
authorized, 107,735 issued and outstanding
	 	 	52,412	 	 	 	52,412	 
	Common stock, $0.0001 par, 149,300
authorized, 26,760 and 26,692 issued and
outstanding 2009 and 2008, respectively
	 	 	3	 	 	 	3	 
	Additional paid in capital
	 	 	10,251	 	 	 	10,177	 
	Accumulated deficit
	 	 	(49,057	)	 	 	(47,733	)
	 
	 	 	 	 	 	 
	Total Stockholders’ Equity
	 	 	13,609	 	 	 	14,859	 
	 
	 	 	 	 	 	 
	Total Liabilities and Stockholders’ Equity
	 	$	71,254	 	 	$	74,204	 
	 
	 	 	 	 	 	 







See accompanying notes.







2









 








AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES








CONSOLIDATED STATEMENTS OF OPERATIONS

YEARS ENDED DECEMBER 31,



(amounts in thousands, except per share amounts)





	 	 	 	 	 	 	 	 	 
	 	 	2009	 	 	2008	 
	REVENUE
	 	$	29,704	 	 	$	28,029	 
	 
	 	 	 	 	 	 	 	 
	DIRECT COSTS
	 	 	8,874	 	 	 	10,157	 
	 
	 	 	 	 	 	 	 	 
	OTHER OPERATING EXPENSES:
	 	 	 	 	 	 	 	 
	General and administrative
	 	 	11,593	 	 	 	11,069	 
	Depreciation, amortization and accretion
	 	 	9,441	 	 	 	8,268	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Total Other Operating Expenses
	 	 	21,034	 	 	 	19,337	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	OPERATING LOSS
	 	 	(204	)	 	 	(1,465	)
	 
	 	 	 	 	 	 	 	 
	OTHER INCOME (EXPENSE):
	 	 	 	 	 	 	 	 
	Interest and investment income
	 	 	12	 	 	 	70	 
	Interest expense
	 	 	(1,919	)	 	 	(2,115	)
	Other income (expense), net
	 	 	787	 	 	 	(42	)
	Settlement from investment
	 	 	—	 	 	 	3,947	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Total Other Income (Expense)
	 	 	(1,120	)	 	 	1,860	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	NET INCOME (LOSS)
	 	$	(1,324	)	 	$	395	 
	 
	 	 	 	 	 	 







See accompanying notes







3









 








AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES








CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31,



 
(amounts in thousands, except per share amounts)





	 	 	 	 	 	 	 	 	 
	 	 	2009	 	 	2008	 
	CASH FLOWS FROM OPERATING ACTIVITIES:
	 	 	 	 	 	 	 	 
	Net income (loss)
	 	$	(1,324	)	 	$	395	 
	Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
	 	 	 	 	 	 	 	 
	Depreciation, amortization and accretion
	 	 	9,441	 	 	 	8,268	 
	Gain on sale of assets
	 	 	—	 	 	 	(244	)
	Increase (decrease) in allowance for doubtful accounts
	 	 	99	 	 	 	(30	)
	Stock based compensation
	 	 	71	 	 	 	103	 
	Amortization of discount on debt
	 	 	136	 	 	 	144	 
	Equity method USC (Income) loss
	 	 	(620	)	 	 	(32	)
	Settlement income received in USC shares
	 	 	—	 	 	 	(3,947	)
	Accounts receivable
	 	 	83	 	 	 	(191	)
	Prepaid expenses and other current assets
	 	 	(135	)	 	 	(253	)
	Other assets and liabilities
	 	 	31	 	 	 	269	 
	Accounts payable and accrued expenses
	 	 	(1,222	)	 	 	1,654	 
	Deferred revenue
	 	 	515	 	 	 	(1,494	)
	 
	 	 	 	 	 	 
	Total adjustments
	 	 	8,399	 	 	 	4,247	 
	 
	 	 	 	 	 	 
	Net cash and cash equivalents provided by operating activities
	 	 	7,075	 	 	 	4,642	 
	 
	 	 	 	 	 	 	 	 
	CASH FLOW FROM INVESTING ACTIVITIES:
	 	 	 	 	 	 	 	 
	Proceeds from sale of VOIP assets
	 	 	—	 	 	 	739	 
	Expenditures for fiber networks, property and equipment
	 	 	(7,782	)	 	 	(8,206	)
	Increase in investment
	 	 	—	 	 	 	(24	)
	 
	 	 	 	 	 	 
	Net cash and cash equivalents used in investing activities
	 	 	(7,782	)	 	 	(7,491	)
	 
	 	 	 	 	 	 	 	 
	CASH FLOWS FROM FINANCING ACTIVITIES:
	 	 	 	 	 	 	 	 
	Net proceeds from issuance of preferred stock and common stock
	 	 	3	 	 	 	5,995	 
	Proceeds from notes payable
	 	 	22,200	 	 	 	5,620	 
	Payment of note payable
	 	 	(23,510	)	 	 	(6,330	)
	 
	 	 	 	 	 	 
	Net cash and cash equivalents (used in) provided by financing activities
	 	 	(1,307	)	 	 	5,285	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	NET INCREASE IN CASH AND CASH EQUIVALENTS
	 	 	(2,014	)	 	 	2,436	 
	 
	 	 	 	 	 	 	 	 
	CASH AND CASH EQUIVALENTS — Beginning of year
	 	 	6,396	 	 	 	3,960	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	CASH AND CASH EQUIVALENTS — End of year
	 	$	4,382	 	 	$	6,396	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SUPPLEMENTAL CASH FLOWS DISCLOSURE:
	 	 	 	 	 	 	 	 
	Cash paid for interest
	 	$	1,272	 	 	$	1,779	 
	 
	 	 	 	 	 	 







See accompanying notes.







4









 








AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES








CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

YEARS ENDED DECEMBER 31,



(amounts
in thousands, except per share amounts)





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Additional	 	 	 	 	 	 	Total	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Paid in	 	 	Accumulated	 	 	Stockholders’	 
	 	 	Preferred Stock	 	 	Common Stock	 	 	Capital	 	 	Deficit	 	 	Equity	 
	 	 	(Shares)	 	 	(Amount)	 	 	(Shares)	 	 	(Amount)	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance at December 31, 2007
	 	 	93,124	 	 	$	46,457	 	 	 	25,910	 	 	$	3	 	 	$	10,003	 	 	$	(48,128	)	 	$	8,335	 
	Issuance of Common Stock
	 	 	 	 	 	 	 	 	 	 	782	 	 	 	 	 	 	 	39	 	 	 	 	 	 	 	39	 
	Issuance of Series F Preferred Stock
	 	 	14,611	 	 	 	5,955	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	5,955	 
	Stock Option Expense
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	103	 	 	 	 	 	 	 	103	 
	Issuance of
warrants attached to debt
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	32	 	 	 	 	 	 	 	32	 
	Net Income
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	395	 	 	 	395	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance at December 31, 2008
	 	 	107,735	 	 	 	52,412	 	 	 	26,692	 	 	 	3	 	 	 	10,177	 	 	 	(47,733	)	 	 	14,859	 
	Issuance of Common Stock
	 	 	 	 	 	 	 	 	 	 	68	 	 	 	 	 	 	 	3	 	 	 	 	 	 	 	3	 
	Stock Option Expense
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	71	 	 	 	 	 	 	 	71	 
	Net Loss
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(1,324	)	 	 	(1,324	)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance at December 31, 2009
	 	 	107,735	 	 	$	52,412	 	 	 	26,760	 	 	$	3	 	 	 	10,251	 	 	$	(49,057	)	 	$	13,609	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







See accompanying notes.





5









 





AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES









NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands, except per share amounts)




NOTE 1. — DESCRIPTION




     The consolidated financial statements include American Fiber Systems Holding Corporation
and its wholly owned subsidiaries (collectively “AFS” or the “Company”). The Company provides
broadband services including managed services and dark fiber leases (Indefeasible rights of use
(IRUs) and operating leases). All significant inter-company accounts and transactions have been
eliminated from the consolidated financial statements. The Company is headquartered in
Rochester, New York and has major operations in Georgia, Idaho and Nevada. The Company has
adopted a fiscal year-end of December 31.



     The
Company is a fiber-based telecommunications provider that offers “last mile”, metro,
and wide-area fiber connectivity for data, internet access, and voice services. The Company’s
customers include large and medium enterprises, wire-line carriers, wireless carriers, internet
service providers (ISPs), institutions of learning, health care service providers, and
government entities. The Company operates networks in ten cities in the United States.




NOTE 2. — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




     Cash
and Cash Equivalents — For purposes of the consolidated financial statements, the
Company considers all highly liquid investments with an original maturity of three months or
less when purchased to be cash equivalents. The Company is required by its lending institution
to maintain a minimum cash balance of $2,000.



     Concentration
Risk — Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of cash and cash equivalents. Cash and cash
equivalents include cash in banks and highly liquid money market investments maintained in major
financial institutions. Virtually all balances are uninsured, with the exception of amounts
covered by the FDIC. As of December 31, 2009 and 2008, cash and cash equivalents of $4,382 and
$6,385 were held by major financial institutions. By nature, all such financial instruments
involve risk, including the credit risk of non-performance by counterparties. In management’s
opinion, as of December 31, 2009 and 2008, there was no significant risk of loss in the event of
non-performance of the counterparties to these consolidated financial instruments.



     Accounts
Receivables — Accounts receivables are carried at the original invoice amount less
an estimate made for doubtful receivables based on a review of all outstanding amounts on a
monthly basis. Management determines the allowance for doubtful accounts by identifying troubled
accounts and by using historical experience applied to an aging of accounts. Accounts
receivables are written off when deemed uncollectible. Recoveries of accounts receivables
previously written off are recorded when received.



     Fiber Networks, Property and Equipment — Fiber networks, property and equipment are stated at
cost and depreciation for financial reporting purposes is calculated using the straight-line
method over the estimated useful lives of the assets. Fiber network costs, including fiber optic
cable, conduit and duct, and supplies and materials are recorded as construction in progress until
the network has been tested and accepted by the Company’s network engineers. The estimated useful
lives are as follows:



6









 






AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands, except per share amounts)




NOTE 2. — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)




	 	 	 

	Fiber networks

	 	15 - 20 years
	Laterals

	 	Lesser of lease term or estimated useful
life of the fiber network
	Furniture and fixtures

	 	7 years
	Telecommunications equipment

	 	5 years
	Computer equipment and software

	 	3-5 years
	Vehicles

	 	5 years 
	Leasehold improvements

	 	Lesser of the lease term or estimated useful life






     Long-lived assets to be held and used by the Company are reviewed to determine whether
any events or changes in circumstances indicate that the carrying amount of the asset may not be
recoverable. For long-lived assets to be held and used, the Company bases its evaluation on such
impairment indicators as the nature of the assets, the future economic benefit of the assets, any
historical or future profitability measurements, as well as other external market conditions or
factors that may be present. If such impairment indicators are present or other factors exist
that indicate that the carrying amount of the asset may not be recoverable, the Company
determines whether impairment has occurred through the use of an undiscounted cash flow analysis
of assets at the lowest level for which identifiable cash flows exist. If impairment has
occurred, the Company recognizes a loss for the difference between the carrying amount and the
estimated fair value of the asset. The Company determined that an impairment charge on its fiber
networks or property and equipment during the years ended December 31, 2009 and
2008 was not necessary.



     Intangible Assets — Intangible assets consist of customer lists and franchise agreements
acquired by the Company as a result of the purchase of the assets of
Marietta FiberNet (MFN) in 2004, and Idacomm Inc. (Idacomm) in 2007. These assets are amortized over their estimated useful
lives of 5 and 16 years for MFN, and 10 and 15 years for Idacomm, respectively, on a straight
line basis. The Company evaluates these intangible assets for impairment whenever events or
changes in circumstances indicate that the carrying value may not be recoverable for its
estimated future cash flows. The Company has reviewed these intangible assets for impairment and
determined that no adjustments are needed for the years ended December 31, 2009 and 2008.



     Other Assets — Other assets include capitalized debt costs, which are amortized over
the life of the loans, long-term prepaids and deposits, spare duct inventory, and other
miscellaneous long term holdings. The Company carries these assets at lower of cost or net
realizable value.



     Investment
in US Carrier Telecom Holding, LLC (see also Note 3) — The Company is accounting
for its investment in US Carrier Telecom Holding, LLC, a 55% owned affiliate, by the equity method
of accounting under which the Company’s share of the net income (loss) of the affiliate is
recognized as income (loss) in the Company’s income statement and added to (deducted from) the
investment account, if applicable. Dividends received from the affiliate are treated as a reduction
of the investment account. The Company utilizes the equity method instead of consolidating because
it lacks control over the majority of the voting interest and management of the affiliate.



7









 







AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands, except per share amounts)




NOTE 2. — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


     The fiscal year of the affiliate ends on December 31 and the Company consistently
follows the practice of recognizing the net Income (loss) of the
affiliate on that basis. Therefore, the net income (loss) of the affiliate, which is reported in the Company’s income
statement under “other income (expense)” is for the affiliate’s years ended on December 31, 2009
and 2008.



     Deferred Revenue — Deferred revenue represents payments received from customers for the
future use of the Company’s dark fiber optic networks and/or managed services on IRU’s, deferred
laterals, and deferred installation fees, and advanced billings for annual or monthly recurring
services. Payments are recognized pro-rata over the remaining term of the respective customer
lease agreement or contracted service period. Deferred revenue classified as current liabilities
will be recognized as revenue over the next twelve months along with advanced billings for annual
or monthly recurring services.



Deferred revenues as of December 31, 2009 and 2008 consist of the following:




	 	 	 	 	 	 	 	 	 
	 	 	2009	 	 	2008	 
	IRU’s
	 	$	16,680	 	 	$	17,160	 
	Deferred billings
	 	 	7,379	 	 	 	6,865	 
	Advanced billings
	 	 	4,612	 	 	 	4,132	 
	 
	 	 	 	 	 	 
	Total deferred revenue
	 	 	28,671	 	 	 	28,157	 
	Current portion of deferred revenue
	 	 	(7,671	)	 	 	(7,116	)
	 
	 	 	 	 	 	 
	Deferred revenue — non current
	 	$	21,000	 	 	$	21,041	 
	 
	 	 	 	 	 	 






     Income Taxes — The Company utilizes the asset and liability method to account for
income taxes. This method requires the recognition of deferred income tax assets and liabilities
for the expected future income tax consequences of existing temporary differences between the
financial reporting and tax reporting bases of assets and liabilities, and operating loss and
income tax credit carryforwards.



     A valuation allowance is provided to reduce deferred tax assets to a level which, more
likely than not, will be realized. Primary factors considered by the Company to determine the
amount of the allowance include the estimated taxable income level for future years and the
limitations on the use of the net operating loss carryforwards and associated expiration dates.



     Revenue Recognition — The Company provides communications services to its customers over
circuits on its own network or through leased circuits. In addition, the Company offers long-term
leases of dark fiber at fixed pricing over multi-year terms. The Company recognizes revenues when
earned as services are provided throughout the life of each contract. Revenues on IRUs and deferred
laterals are recognized ratably over the term of the applicable lease agreements, which range from
5 to 20 years. Amounts billed in advance of the service provided are recorded as revenue over the
service period.



8









 






AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands, except per share amounts)




NOTE 2. — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)




     Share-Based Compensation — The Company accounts for stock option awards granted using the
“Share Based Payment” method, in accordance with accounting principles generally accepted in the
United States. Under this method, compensation expense related to stock-based payments are
recorded over the requisite service period based on the grant date fair value of the awards. The
Company uses the Black-Scholes option pricing model for determining the estimated fair value for
stock-based awards. The Black-Scholes model requires the use of assumptions which determine the
fair value of stock-based awards, including the option’s expected term and the price volatility of
the underlying stock.



     Use of Estimates — The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual results could
differ from those estimates.



     Subsequent
Events — These financial statements have not been updated for subsequent events
occurring after April 23, 2010, which is the date these financial statements were available to be
issued.




NOTE 3. — INVESTMENT




     US Carrier — 
On August 23, 2006, the Company completed the purchase of a 15.33% share of
USCarrier Telecom Holding, LLC (“USC”) a wholesale provider of broadband telecommunication
services with a fiber communications network servicing metropolitan Atlanta and more than 40
cities in Georgia, Tennessee, South Carolina and Florida.



     The Company paid $1,500. The Company also entered into a 5 year Management Services
Agreement (“Management Agreement”) to manage and oversee
the operations of USC, which was signed
on May 1, 2006. The fees for the Management services were $600
per year, which had operational
goals, which, if met, would increase the Company’s ownership
percentage of USC. The Company met
the 2006 performance metrics, and was granted an increase in the Company’s ownership position to
39.522% as of January 1, 2007.



     Effective April 7, 2008, the Company and USC entered into a settlement agreement whereby the
Company resigned as manager of USC effective March 26, 2007 and, in consideration for the execution
of the settlement agreement, 48,427 of the restricted class A membership units that were unvested
were deemed to be fully vested such that the Company has a total ownership of class A membership
units equal to 104,075 units which is equal to 55% of the outstanding class A membership units.
The settlement agreement also provides that the Company will convey, transfer and assign the
Company’s unvested membership units amounting to 11,915 for cancellation. The operating agreement
of USC was amended and  modified with respect to matters of managing the company and related to the
settlement agreement.



9









 




 
AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands, except per share amounts)




NOTE 3. — INVESTMENT (CONTINUED)




     For the years ended December 31, 2009 and 2008, the Company has accounted for this
investment utilizing the equity method of accounting. The Company has recognized income of $620 and
$32 for its share of the net income of USC for the year ended December 31, 2009 and 2008,
respectively. These amounts are included in “other income (expense)” on the accompanying statement
of operations. As a result of the settlement agreement, the Company also recognized Income for the
year ended December 31, 2008 of $3,947 relating to the fair value of an additional 48,427
membership units of USC that became vested.



     A summary of the Balance Sheet and Statement of Operations of USC as of and for the years
ended December 31, 2009 and 2008 are as follows:



	 	 	 	 	 	 	 	 	 
	 	 	2009	 	 	2008	 
	U.S. Carrier Balance Sheet
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Assets
	 	$	30,734	 	 	$	29,528	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Liabilities
	 	 	16,994	 	 	 	17,171	 
	Equity
	 	 	13,740	 	 	 	12,357	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Liabilities and Equity
	 	$	30,734	 	 	$	29,528	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	U.S. Carrier Statement of Operations
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Revenue
	 	 	15,319	 	 	 	14,130	 
	Direct costs
	 	 	11,106	 	 	 	10,933	 
	Selling, general and administrative
	 	 	2,350	 	 	 	2,304	 
	Other expenses
	 	 	736	 	 	 	5,490	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Net income/(loss) before non-controlling interest
	 	 	1,127	 	 	 	(4,597	)
	 
	 	 	 	 	 	 	 	 
	Non-controlling interest
	 	 	(19	)	 	 	17	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Net income (loss)
	 	$	1,108	 	 	$	(4,580	)
	 
	 	 	 	 	 	 






10









 




 
AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands, except per share amounts)





NOTE 4 — FIBER NETWORKS, PROPERTY AND EQUIPMENT





	 	 	Fiber networks, property and equipment as of December 31, 2009 and 2008 consisted of the
following:





	 	 	 	 	 	 	 	 	 
	 	 	2009	 	 	2008	 
	Fiber network equipment and infrastructure
	 	$	80,711	 	 	$	69,379	 
	Furniture and fixtures and leasehold Improvements
	 	 	556	 	 	 	283	 
	Computer equipment and software
	 	 	2,553	 	 	 	2,495	 
	Construction in process
	 	 	1,294	 	 	 	5,304	 
	Assets held for future use, net of reserve of $449 and
$778, respectively
	 	 	660	 	 	 	972	 
	Vehicles
	 	 	211	 	 	 	55	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Gross fiber network, property and equipment
	 	 	85,985	 	 	 	78,488	 
	 
	 	 	 	 	 	 	 	 
	Less accumulated depreciation
	 	 	(34,670	)	 	 	(26,239	)
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Fiber networks, property and equipment — net
	 	$	51,315	 	 	$	52,249	 
	 
	 	 	 	 	 	 






     Assets held for future use consists of fiber inventory and equipment and parts to be
utilized in the Company’s network infrastructure.



     Depreciation
expense was $8,715 and $7,478 for the years ended December 31,
2009 and 2008, respectively.



     Included
in the network equipment and infrastructure balance as of December 31, 2009 and 2008,
is the original cost of the asset retirement obligation in the amount of $1,162, related to the
retirement obligation of certain fiber and conduit systems (see Note 7).




NOTE 5. — INTANGIBLE AND OTHER ASSETS




     Intangibles — Intangible assets consist of the following as of December 31,:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	2009	 	 	2008	 
	 	 	Gross	 	 	 	 	 	 	Net	 	 	Gross	 	 	 	 	 	Net	 
	 	 	Carrying	 	 	Accumulated	 	 	Carrying	 	 	Carrying	 	 	Accumulated	 	 	Carrying	 
	 	 	Amount	 	 	Amortization	 	 	Amount	 	 	Amount	 	 	Amortization	 	 	Amount	 
	Customer
Lists - MFN
	 	$	1,690	 	 	$	(1,690	)	 	$	—	 	 	$	1,690	 	 	$	(1,437	)	 	$	253	 
	Customer List Idacomm
	 	 	2,700	 	 	 	(785	)	 	 	1,935	 	 	 	2,700	 	 	 	(495	)	 	 	2,205	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Customer Lists
	 	 	4,390	 	 	 	(2,455	)	 	 	1,935	 	 	 	4,390	 	 	 	(1,932	)	 	 	2,458	 
	Franchise
Fees - MFN
	 	 	255	 	 	 	(84	)	 	 	171	 	 	 	255	 	 	 	(68	)	 	 	187	 
	Franchise
Fees-Idacomm
	 	 	26	 	 	 	(5	)	 	 	21	 	 	 	26	 	 	 	(3	)	 	 	23	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Franchise Agreements
	 	 	281	 	 	 	(89	)	 	 	192	 	 	 	281	 	 	 	(71	)	 	 	210	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance
	 	$	4,671	 	 	$	(2,544	)	 	$	2,127	 	 	$	4,671	 	 	$	(2,003	)	 	$	2,668	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






11









 




 
AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands, except per share amounts)




NOTE 5. — INTANGIBLE AND OTHER ASSETS (CONTINUED)




     Amortization expense was $541 and $626 for the years ended December 31, 2009 and 2008,
respectively. Expected future amortization expense is as follows:



	 	 	 	 	 
	Years Ending	 	 	 
	December 31,	 	Total	 
	2010
	 	$	288	 
	2011
	 	 	288	 
	2012
	 	 	288	 
	2013
	 	 	288	 
	2014
	 	 	288	 
	Thereafter
	 	 	687	 
	 
	 	 	 
	 
	 	 	 	 
	Total
	 	$	2,127	 
	 
	 	 	 






     Other Assets — The Company’s other assets, as of December 31, 2009 and 2008, are comprised of
the following:



	 	 	 	 	 	 	 	 	 
	 	 	2009	 	 	2008	 
	Capitalized debt costs
	 	$	468	 	 	$	301	 
	Duct inventory
	 	 	456	 	 	 	456	 
	Long term prepaids and deposits
	 	 	349	 	 	 	400	 
	Other
	 	 	34	 	 	 	182	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	$	1,307	 	 	$	1,339	 
	 
	 	 	 	 	 	 






     The
$456 of spare duct inventory at December 31, 2009 and 2008 is located in certain current
markets served by the Company that is being held for future use to expand existing networks or for
sale to customers. The duct inventory was tested for impairment in 2009 and 2008 and the Company
determined that an impairment charge was not necessary.




NOTE 6. — DEBT





	 	 	Following is a summary of debt outstanding under long term
loan agreements as of December 31,:





	 	 	 	 	 	 	 	 	 
	 	 	2009	 	 	2008	 
	Senior debt
	 	$	20,691	 	 	$	17,906	 
	Note payable
	 	 	—	 	 	 	3,384	 
	Notes payable — equipment loans
	 	 	234	 	 	 	729	 
	Capital leases — network equipment
	 	 	96	 	 	 	179	 
	 
	 	 	 	 	 	 
	 
	 	 	21,021	 	 	 	22,198	 
	Less: current portion
	 	 	313	 	 	 	4,113	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Long-term debt
	 	$	20,708	 	 	$	18,085	 
	 
	 	 	 	 	 	 






12









 




 
AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands, except per share amounts)




NOTE 6. — DEBT (CONTINUED)




     Senior Debt — At December 31, 2008 the Company’s senior debt facility allowed for borrowings
up to $18,500. The facility was comprised of two revolving lines that bore an interest rate of 1%
above the banks prime rate. The interest rate at December 31, 2008 was 4.25%. In connection with
this facility, the Company issued 1,300 warrants to purchase the Company’s common stock. At
December 31, 2009 these warrants had not been exercised.



     On April 7, 2009, the Company renegotiated the terms of the senior debt. Revolver A was
extended to October 31, 2013 at an interest rate of prime plus
2%. Revolver B was extended to
March 31, 2010, at an interest rate of prime plus 2%. Principal
payments on these loans were
amended to require payments of $200 per quarter commencing July 1, 2009, $300 per quarter
commencing July 1, 2010, and $400 per quarter commencing July 1, 2011.



     On October 30, 2009 the Company entered into a new senior debt agreement. The proceeds from
the new facility were used to pay off existing senior debt balance of $17,360. In connection with
the existing debt payoff, capitalized debt costs of $144 were written off to the income statement.
In addition, proceeds from new loan were used to pay off outstanding subordinated debt balance of
$1,078. Capitalized debt costs of $47 associated with subordinated debt were also written off.



     The new facility allows for borrowing up to $25,000. The facility is comprised of two
revolving lines, a revolving “term” line of $23,500 that is available for draw down until October
29, 2010 and has a maturity date of October 30, 2014 ($20,191 outstanding at December 31, 2009).
Quarterly payments of $250 are due beginning January 1, 2011,
$375 beginning January 1, 2012, $875
beginning January 1, 2013, and $1,250 beginning January 1, 2014 with any unpaid balance due
October 30, 2014. The second revolving line is for $1,500 and is available for draw down until
October 30, 2011 and has a maturity date of October 30, 2011 ($500 outstanding at December 31,
2009).



     Both revolving lines of credit bear an interest rate that is the Daily Adjusting LIBOR Rate
plus an “Applicable Margin” of five percent (5%) per annum (7% as of December 31, 2009). In no
event and at no time shall the Daily Adjusting LIBOR Rate be less than two percent (2%) per annum.
The facility is secured by all the assets of the Company except for assets pledged in connection
with its capital leases. The Company is required to meet quarterly and annual financial covenants,
including, but not limited to, minimum adjusted current ratio, maximum senior funded debt to
adjusted EBITDA, minimum debt service coverage ratio, minimum signed contract value, and maximum
capital expenditures. At December 31, 2009 the Company was in compliance with its financial loan
covenants.




13











 







AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands, except per share amounts)




NOTE 6. — DEBT (CONTINUED)




     Note payable — dated
January 13, 2006 bearing interest at 12% per annum for the first 12
months and 13% for the remainder of the term for a total of 48 months. For the first 18 months
of the note, only Interest payments are due, after which principal payments are to be made over
the remaining 30 months to the maturity date of January 13, 2010. On November 2, 2009 the Company
prepaid the outstanding balance on this note in the amount of $1,078. The note was secured by
substantially all of the Company’s assets, and was subordinated to senior debt arrangement. The
security was released as part of the prepayment of the note payable. In connection with the note,
the Company issued 3,203 warrants to purchase the Company’s Series E Preferred stock at a price
of $0.377 per share and a term of 10 years or 5 years after an initial public offering. The
Company recorded a debt discount of $481 for the value of the warrants, which was written off
when the obligation was satisfied. As of December 31, 2009 and 2008 the unamortized discount on
the note is $0 and $120, respectively.



     Notes payable — equipment
loans – various equipment loans with interest ranging from 7.00%
to 9.25% maturing from August 2009 through September 2010. All notes are secured by the equipment
purchased and have a 36 month term with principal and interest payments due monthly. In
connection with the notes the Company issued a total of 73 warrants to purchase common stock at
$.05 per share for a period of seven years from August 22, 2006, In addition, the Company issued
40 warrants to purchase the Company’s Series E preferred stock at $.377 per share for a period up
to six years from August 27, 2004.



     Capital Leases — various network equipment leases for a period of 48 months with monthly
payments ranging from $1.1 to $6 with a bargain purchase option of
one dollar. The leases carry
Interest rates ranging from 9.3% to 12% with final payments ranging from February 2009 to January
2011.



     The Company’s required principal payments,
related to all outstanding debt obligations, as
of December 31, 2009, are as follows:



	 	 	 	 	 

	2010
	 	$	313	 
	2011
	 	 	1,508	 
	2012
	 	 	1,500	 
	2013
	 	 	3,500	 
	2014
	 	 	14,200	 
	 
	 	 	 
	Total
	 	$	21,021	 
	 
	 	 	 







NOTE 7. — CONTINGENT LIABILITIES




     Asset Retirement
 Obligations — The Company records the fair value of a liability for an
asset retirement obligation in the period in which the legal or contractual removal obligation is
incurred. The Company’s asset retirement obligations relate to fiber network infrastructure
leased from others under right of way agreements, which require the Company to remove the assets
at the end of the agreements.



     The liability was
established by calculating the present value of the asset retirement
obligation using discount rates ranging from 8.5% to 15% over a
period of 15 years, which is
representative of the average estimated life of the Company’s
telecommunications network.



14









 








AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND
 SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands, except per share amounts)




NOTE 7. — CONTINGENT LIABILITIES (CONTINUED)




     The asset retirement obligation was $1,897 and $1,712 at December 31, 2009 and 2008,
respectively.



     Changes in the carrying amount of the asset retirement obligation for the years ended December
31, 2009 and 2008 are summarized as follows:



	 	 	 	 	 

	Balance — December 31, 2007
	 	$	1,548	 
	Accretion due to passage of time
	 	 	164	 
	 
	 	 	 
	Balance — December 31, 2008
	 	 	1,712	 
	Accretion due to passage of time
	 	 	185	 
	 
	 	 	 
	Balance
— December 31, 2009
	 	$	1,897	 
	 
	 	 	 






     Idacorp Holdback —
 As part of the acquisition of Idacomm in February 2007, Idacorp agreed
to a $2,000 seller note (“holdback”) of which $1,500 was to be repaid February 23, 2009, with
interest, with the remaining $500 maturing February 23, 2011. The Company has the right of offset,
for both agreed upon liabilities to be incurred, and additional costs that Idacorp Incurred but
arose after the closing. The Company notified Idacorp on February 18, 2009 of indemnification
claims against the $1,500. As a result, these obligations have not been satisfied as of December
31, 2009. The holdback portion of $1,500 to Idacorp, with interest, was not paid during 2009.
Management has not accrued any interest due on the outstanding obligation as it is anticipated that
100% of the holdback will be used to satisfy the claim. AFS continues to retain the holdback,
pending the resolution of the indemnification claims.




NOTE
8. — EQUITY TRANSACTIONS




     Common Stock — The
common shares outstanding include 2 restricted shares at December 31,
2008 issued to founders in accordance with an agreement with Preferred stockholders that generally
restricts the holders’ ability to sell, assign, transfer, or pledge their shares until the Company
completes a public offering, is sold or merged, or experiences any other changes in control over a
four year period.



     Preferred Stock — Each
 Convertible Preferred Stock Series A, B, C, D, E, and F is convertible
into one share of the Company’s common stock and votes with the common stock on an as if converted
basis. The preferred stock is non-cumulative and no dividend has ever been declared or paid on the
preferred stock. The Series D Preferred Stock agreement contains a mandatory conversion clause,
whereby all outstanding shares of the Series D Preferred Stock are automatically converted into
Common Stock in the event of a Qualified Public Offering (QPO), and upon election of the holders
represented by not less than 60% of all Preferred Stock voting as one
class. A QPO is defined as
an Initial Public Offering at a per share offering price of not less than $2.50 per share and for
a gross total offering size of not less than $25,000. All outstanding shares of the Series E
Preferred Stock are automatically converted into Common Stock in the event of an Initial Public
Offering at a per share offering price of not less than $1.00 per share and for a gross total
offering size of not less than $25,000 and upon election of the holders representing not less
than 80% of all Preferred Stock voting as one class.



15









 








AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands, except per share amounts)




NOTE
8. — EQUITY TRANSACTIONS (CONTINUED)




     On April 15, 2008, $6,000 of 8%
secured, convertible demand notes were issued
to three investors. These notes could be converted into Series F Preferred Stock
based on a pro-rata share of the total financing at the date of the financing. If at
the date of financing, the total principal and accrued interest exceeded the pro-rata
share of the total financing, such excess amount would be paid in cash. If the
financing did not occur by May 20, 2008, the principal and interest would become
fully due on that date.



     On May 20, 2008 the Company completed
a $6,000 equity financing before issuance
costs of $45. The equity financing consisted of the sale of 14,611 shares of Series F
Convertible Preferred Stock (the Series F Preferred Stock), which have a par value of
$.0001. Proceeds from the sale consisted of $3,801 converted from demand notes
outstanding paying 8% interest, with the remaining $2,199 in cash raised from
additional investors. At this time, the April 15, 2008 8% secured, convertible demand
notes were settled either through payment of the outstanding principal and interest
or through conversion to Series F preferred stock.



     The holders of the Series F Preferred Stock are entitled to liquidation rights
of two times their original investment, and to receive dividends, in preference to
the holders of the Series A, B, C, D and E Preferred Stockholders and in preference
to any dividend on Common Stock, at the rate of 8% per annum, whenever funds are
legally available. The dividends are not cumulative and accrue only if declared.



     In conjunction with the 2008 offering the Company increased its authorized
common stock from 137,500 to 149,300 and decreased the authorized Series E Preferred
Stock from 38,353 to 36,928. The Company also increased its common stock authorized
to be issued, to its officers, directors, consultants and employees under its 2000
Stock Option Plan and Grant Plan from 10,570 to 11,320.



     There are four directors on the Company’s Board of Director’s. Stockholders
holding 25% of Series A, B and C can appoint 2 members and Stockholder’s holding 25%
of Series D can appoint one member of the Board of Director’s. The fourth board
member is the Company’s Chief Executive Officer.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Liquidation Value	 	 
	 	 	 	 	 	 	Issued and	 	 	 	 	(to Original	 	Liquidation
	Series	 	Authorized	 	 	Outstanding	 	 	Dividend	 	Investment)	 	Preference
	A
	 	 	12,400	 	 	 	12,400	 	 	8% - non- cumulative	 	1 Times Investment	 	Pari-Passu  Basis
	B
	 	 	6,834	 	 	 	6,834	 	 	8% - non- cumulative	 	1 Times Investment	 	Pari-Passu Basis
	C
	 	 	23,019	 	 	 	23,019	 	 	8% - non- cumulative	 	1 Times Investment	 	Pari-Passu Basis
	D
	 	 	17,187	 	 	 	17,187	 	 	8% - non-  cumulative	 	1.5 Times Investment	 	Pari-Passu Basis
	E
	 	 	36,928	 	 	 	33,684	 	 	8% - non-  cumulative	 	2 Times Investment	 	Senior
	F
	 	 	14,611	 	 	 	14,611	 	 	8% - non- cumulative	 	2 Times  Investment	 	Super Senior
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total
	 	 	110,979	 	 	 	107,735	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 






16









 








AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands, except per share amounts)




NOTE 8. — EQUITY TRANSACTIONS (CONTINUED)




     Common and Preferred Stock Warrants — In connection with the issuance of debt
Instruments, the Company Issued, common and preferred stock warrants. A total of 1,373 common
stock warrants were issued for exercise prices ranging from $.01 to $.05 per common share. A
total of 3,242 Series E preferred stock warrants were Issued with an exercise price of $.377 per
Series E preferred share.



     Share-Based Compensation — The Company’s 2000 Stock Option and Grant Plan (the “2000 Plan”)
authorized the award of options to purchase shares of the Company’s common stock at the grant
date fair market value to directors, officers, and employees of the Company and others who are
deemed to provide substantial and important services to the Company. In the absence of a
“regular, active public market” the fair market value of the common stock has been determined by
the Company’s Board of Directors. As of December 31, 2009 and 2008 there were 7,932 and 8,446,
respectively, of options outstanding. The common stock issued upon exercise of an option under
this plan comes from new shares previously authorized. Under the
terms of the 2000 Plan, options
granted thereunder may be designated as options which qualify for incentive stock option
treatment (“ISOs”) under Section 422A of the Internal Revenue Code or options which do not
qualify for incentive stock option treatment (Non-ISOs”). All stock options are exercisable at
$.05 or the fair market value at the time of grant. The compensation cost that has been charged
against income for options granted under the plan was $71 and $103 for the years ended December
31, 2009 and 2008, respectively.



     The fair value of each option award is estimated on the date of grant utilizing the
Black-Scholes Option Pricing Model that uses assumptions noted In the following table:



	 	 	 	 	 
	 	 	December 31, 2009	 	December 31, 2008
	Volatility
	 	136.1% to 148.6%	 	147.4% to 153.3%
	Expected option term
	 	10 years	 	10 years
	Risk-free Interest rate
	 	2.4% to 3.5%	 	3.5% to 4.0%
	Expected dividend yield
	 	0%	 	0%






     Since
the Company is a private company without a readily determinable value
of its equity
securities, expected volatilities is calculated on the average of the historical volatility of
several similar public companies which operate In the telecom industry. Management monitors share
option exercise and employee termination patterns to estimate
forfeiture rates within the
valuation model. The expected life of options represents the period of time that options granted
are expected to be outstanding. The risk-free interest rate for periods within the expected life of
the option is based on the interest rate of a ten year U.S. Treasury
note on the grant date.



     A summary of the status of the options under the 2000 Plan is presented below:



	 	 	 	 	 	 	 	 	 
	 	 	2009	 	 	2008	 
	 	 	Number of Options	 	 	Number of Options	 
	Outstanding beginning of year
	 	 	8,446	 	 	 	9,165	 
	Granted
	 	 	266	 	 	 	825	 
	Exercised
	 	 	(68	)	 	 	(782	)
	Cancelled, forfeited, terminated
	 	 	(712	)	 	 	(762	)
	 
	 	 	 	 	 	 
	Outstanding at end of year
	 	 	7,932	 	 	 	8,446	 
	 
	 	 	 	 	 	 
	Exercisable at end of year
	 	 	6,774	 	 	 	6,100	 
	 
	 	 	 	 	 	 






17









 








AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands, except per share amounts)




NOTE 8. — EQUITY TRANSACTIONS (CONTINUED)




     All options that are outstanding
or exercisable have a weighted average exercise
price of $.05 per share. There were 68 and 782 options exercised for a total of $3 and $39
during the years ended December 31, 2009 and 2008, respectively. The fair value of options
vested was $34 and $54 during the years ended December 31, 2009 and 2008, respectively. The
weighted-average remaining life for outstanding options for the years
ended December 31, 2009 and
2008 was 5.9 and 6.7, respectively. The weighted-average remaining contractual term for vested
options for the years ended December 31, 2009 and 2008 was 5.5 and 6.2, respectively.



     As of December 31, 2009 and 2008 there was approximately $80 and $154, respectively, of
unrecognized compensation cost related to stock options granted under the Company’s 2000 Stock
Option Plan, to be recognized over a weighted average period of 1.5 and 1.6 years,
respectively.




NOTE
9. — COMMITMENTS




     Operating Leases and Franchise,
License, and Right-of Way Agreements — The Company leases
office, co-location facilities, and fiber optic cable lines. Future minimum lease commitments
under these non-cancelable leases, at December 31, 2009 are currently estimated as follows:



	 	 	 	 	 

	2010
	 	$	1,975	 
	2011
	 	 	1,189	 
	2012
	 	 	987	 
	2013
	 	 	840	 
	2014
	 	 	587	 
	Thereafter
	 	 	3,969	 
	 
	 	 	 
	 
	 	 	 	 
	Total
	 	$	9,547	 
	 
	 	 	 






     Rental expense related to these operating leases was approximately $2,613 and $2,663 for
the years ended December 31, 2009 and 2008, respectively.




NOTE 10. — EMPLOYEE BENEFIT PLAN




     The Company has a defined contribution 401(k) plan covering substantially all employees
of the Company. The employees’ annual contributions are limited to the lower of the maximum
allowed under the internal Revenue Code or 30% of annual
compensation. Currently, there was no
Company match for employee contributions for the years ended December 31, 2009 and 2008.



18









 








AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands, except par share amounts)





NOTE 11. — INCOME TAXES




     The Company has
generated a cumulative net operating loss carry forward of approximately
$46,770 for federal and state income tax purposes as of December 31, 2009. The net operating loss
carry forwards, which may provide future tax benefits, will begin to expire in 2020 if not
previously utilized. The Company has not assessed whether or not these loss carry forwards are
subject to the ownership limitations, which generally limit the amount of the loss carry forwards
that may be used on an annual basis. The Company has recorded a valuation allowance equal to the
net deferred income tax asset balances of the Company as of
December 31, 2009 and 2008, primarily
due to the uncertainty of future positive operating results. The valuation allowance will be
reduced at such time as the Company believes it is more likely than not that the net deferred
income tax assets will be realized. The Company has not recorded a current tax provision due to its
operating losses and the valuation allowances recorded.



     The
Company’s deferred income tax assets (liabilities) as of December 31, 2009 and 2008
consisted of the following:



	 	 	 	 	 	 	 	 	 
	 	 	2009	 	 	2008	 
	Net operating loss carry forward
	 	$	17,744	 	 	$	17,247	 
	Assets held for future use/Inventory reserve
	 	 	170	 	 	 	288	 
	Impairment
	 	 	1,556	 	 	 	1,515	 
	Deferred revenue
	 	 	2,168	 	 	 	2,471	 
	Investment in subsidiary
	 	 	(1,065	)	 	 	(934	)
	Valuation allowance
	 	 	(19,209	)	 	 	(16,910	)
	 
	 	 	 	 	 	 
	 
	 	 	1,364	 	 	 	3,677	 
	 
	 	 	 	 	 	 	 	 
	Depreciation
	 	 	(1,158	)	 	 	(3,200	)
	Amortization
	 	 	(293	)	 	 	(437	)
	Other
	 	 	87	 	 	 	(40	)
	 
	 	 	 	 	 	 
	Net deferred tax asset (liability)
	 	$	—	 	 	$	—	 
	 
	 	 	 	 	 	 






     The Company adopted Accounting
for Uncertainty in Income Taxes, on January 1, 2009. The
Company did not recognize any additional liability for unrecognized tax benefits as a result of the
implementation. The Company chooses to recognize interest and penalties accrued related to
unrecognized tax benefits in future periods as income tax expense.



     According
to Federal and State tax guidelines,
 the Company is no longer subject to
examination by Federal and State taxing authorities for years prior
to December 31, 2005.




NOTE 12. — SALE OF VOIP ASSETS




     As part of the acquisition of
Idacomm the Company acquired their voice over internet
protocol (VOIP) assets, in Boise, Rano and Las Vegas. As this was not strategic to the Company,
it was part of the acquisition plan to sell these assets.



19









 








AMERICAN FIBER SYSTEMS HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands, except per share amounts)




NOTE 12. — SALE OF VOIP ASSETS (CONTINUED)




     On
 August 13, 2008, the Company sold the VOIP assets for $1,000, consisting of
existing customer contracts, customer lists, equipment, inventory and prepaid maintenance
contracts. The gain on the transaction amounted to $285.



	 	 	 	 	 

	Proceeds from sale of VOIP assets
	 	$	1,000	 
	Less costs
of disposal
	 	 	261	 
	 
	 	 	 
	Net proceeds from sale of VOIP assets
	 	 	739	 
	Book value of items transferred with sale
	 	 	454	 
	 
	 	 	 
	Net gain on sale of VOIP assets
	 	$	 285	 
	 
	 	 	 







20









 






Schedule 5.5(a) — Financial Statements




AMERICAN FIBER SYSTEMS HOLDING CORPORATION

CONSOLIDATED BALANCE SHEET

At May 31, 2010

(Amounts in thousands)

(Unaudited)




	 	 	 	 	 

	ASSETS
	 	 	 	 
	Current assets:
	 	 	 	 
	Cash and cash equivalents
	 	 	5,126	 
	Accounts receivable
	 	 	3,805	 
	Prepaid expenses and other current assets
	 	 	920	 
	 
	 	 	 
	 
	 	 	 	 
	Total current assets
	 	 	9,851	 
	 
	 	 	 	 
	Construction in Progress
	 	 	2,140	 
	Fiber networks and Other PP&E, net
	 	 	47,230	 
	Inventory & Supplies
	 	 	720	 
	Other assets
	 	 	10,865	 
	 
	 	 	 
	Total Assets
	 	 	70,806	 
	 
	 	 	 
	 
	 	 	 	 
	LIABILITIES AND STOCKHOLDERS’ EQUITY
	 	 	 	 
	Current liabilities:
	 	 	 	 
	Accounts payable and accrued expenses
	 	 	4,285	 
	Current deferred revenue & customer deposits
	 	 	6,548	 
	Other Liabilities (Investments)
	 	 	—	 
	Current Portion of Long Term Debt
	 	 	600	 
	Line of credit
	 	 	—	 
	 
	 	 	 
	Total current liabilities
	 	 	11,433	 
	 
	 	 	 	 
	Long Term Liabilities
	 	 	 	 
	Deferred Revenue
	 	 	21,590	 
	Contingent Liabilities
	 	 	4,420	 
	Notes payable
	 	 	19,719	 
	 
	 	 	 
	Total Liabilities
	 	 	57,162	 
	 
	 	 	 
	 
	 	 	 	 
	Stockholders’ equity:
	 	 	 	 
	Convertible
Series A Preferred stock, $0.0001 par,
12,400,000 authorized, 12,400,000 issued and
outstanding
	 	 	6,200	 
	Convertible Series B Preferred stock, $0.0001 par,
6,833,778 authorized, 6,833,778 issued and
outstanding
	 	 	10,199	 
	Convertible Series C Preferred stock, $0.0001 par,
23,019,151 authorized, 23,019,150 issued and
outstanding
	 	 	11,336	 
	Convertible
Series D Preferred Stock, $0.0001 par,
17,187,037 authorized, 17,187,037 issued and
outstanding
	 	 	6,429	 
	Convertible Series E Preferred Stock, $0.0001 par,
36,926,927 authorized, 33,684,465, issued and
outstanding
	 	 	12,293	 
	Convertible Series F Preferred Stock, $0.0001
par, 14,610,880 authorized, 14,610,880, issued and
outstanding
	 	 	5,955	 
	Common stock, $0.0001 par, 149,300,565 authorized,
26,760,015 issued and outstanding
	 	 	3	 
	Capital in excess of par value
	 	 	10,269	 
	Other Comprehensive
Income — unrealized gain(Loss)
	 	 	 	 
	Accumulated deficit
	 	 	(49,039	)
	 
	 	 	 
	Total stockholders’ equity
	 	 	13,644	 
	 
	 	 	 
	Total liabilities and stockholders’ equity
	 	 	70,806	 
	 
	 	 	 







 









 






American Fiber Systems

Consolidated Market

For the Five Months Ending May 31, 2010

(Unaudited)




	 	 	 	 	 
	 	 	YTD	 
	Total Revenue
	 	 	13,164,427	 
	Total Direct Costs
	 	 	3,711,010	 
	 
	 	 	 
	Gross Margin
	 	 	9,453,417	 
	Gross Margin %
	 	 	71.81	%
	 
	 	 	 
	Total Operating Expenses
	 	 	4,631,943	 
	EBITDA
	 	 	4,821,474	 
	EBITDA MARGIN %
	 	 	36.63	%
	 
	 	 	 
	Total Other Income and Exp
	 	 	4,802,646	 
	 
	 	 	 
	Net Income (Loss)
	 	 	18,828	 
	 
	 	 	 







 











 











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AMERICAN FIBER SYSTEMS HOLDING CORPORATION

STATEMENT OF CASH FLOW

At May 31, 2010

(Amounts in thousands) 

(Unaudited)




	 	 	 	 	 

	Cash flows used by operating activities:
	 	 	 	 
	Net loss
	 	 	18	 
	 
	 	 	 
	Adjustments 1o reconcile net loss to net cash used by
operating activities:
	 	 	 	 
	Depreciation and amortization
	 	 	806	 
	Loss on Disposal of Fixed Assets
	 	 	8	 
	Bad Debts
	 	 	40	 
	Other Non-Cash adjs — Investment in USCarricr
	 	 	(347	)
	Other Non-Cash adjs — Warrants & Stock Opt comp exps
	 	 	18	 
	 
	 	 	 
	Net Non-Cash adjustments
	 	 	3,705	 
	Changes in assets and liabilities:
	 	 	 	 
	Accounts receivable
	 	 	114	 
	Inventory
	 	 	(61	)
	Prepaid expenses and other current assets
	 	 	(187	)
	Accounts payable, accrued expenses and trade payables
	 	 	233	 
	Deferred revenue
	 	 	(531	)
	Other assets and liabilities
	 	 	441	 
	 
	 	 	 
	Total adjustments
	 	 	3,715	 
	 
	 	 	 
	Net cash provided (used) by operating activities
	 	 	3,733	 
	 
	 	 	 
	 
	 	 	 	 
	Cash flows used by investing activities:
	 	 	 	 
	Expenditures for property and equipment
	 	 	(2,338	)
	Sale of properly and equipment
	 	 	23	 
	 
	 	 	 
	Net cash used by investing activities
	 	 	(2,315	)
	 
	 	 	 
	 
	 	 	 	 
	Cash flows (used) provided by financing activities:
	 	 	 	 
	Proceeds from preferred stockholders
	 	 	—	 
	Proceeds from common stockholders
	 	 	—	 
	Proceeds from (payments of) notes & capital leases
	 	 	(174	)
	Proceeds from (payments of) line of credit
	 	 	(500	)
	 
	 	 	 
	Net cash (used) provided by financing activities
	 	 	(674	)
	 
	 	 	 
	 
	 	 	 	 
	Net increase in cash and cash equivalents
	 	 	744	 
	Cash and cash equivalents at beginning of period
	 	 	4,382	 
	 
	 	 	 
	Balance at end of period
	 	 	5,126	 
	 
	 	 	 






 









 










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American Fiber Systems
Schedule 5.6
PayablesManagement
Rengea:
Vendor ID: F!nl-LutOrigmaiingCo:Hml-LnitPrJnl Option:DETAIL
Class ID;Rnl-Lml PoshngDate:Pint-9/31/2010Aged By:Document Data
Psymsn! Priority:Flnt-LmtDocument Number:Rrat-Lul AnTnglJBlfl:331/2O10
Vendor Name: Flrat-Laal
Exclude:Zoro Polunco, No Activity, Futty Paid
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tluHfcuinitcy Wo Sorted By: Vendor ID Due Date
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VendorlD: 360 NETWORKSName: 360Networks, Inc.Claea ID: ACCESSOriginating Co:IOACOMM
Vouch-r/ Writaotl
Payment Ma,DocNumbir Typj DocDBtaDot DtieDoc Amount DhePatePtocAvallAmountCUmnrt Portod31-60 Pays 91BO Pays ai ndO r
00000025428360051510tNV 5115/2010W»1B t15.77S.W *15,775,00
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Payment Ho.OocNmnbir Type Doc Palo dubPateDoe Amount Disc Date mmAvailAmountCimwrt Patted3t •Deya 81-BO Pays91 indow
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00000024852674 INV 4/1/2010^1/2010 *11,EMO.OO C11^40X»
000000291768*4 INV GttlXHOB/30/2010S12.515.00112^15.00
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VendorlD: ACME ELECTRIC Nnmo: Acme ElecWcOaeolD; CONSTRUCT. Ortglnallng Co:
Vouehm/ WrttMM
Payment No. DocMumbarTypa Poo Date dubOntoDoc Amount PlaePtteDlec AvailAmount Curreia Period31-80 Days 91-90 Days91nri Otfir
M000024637 ‘ 4»1JNV 3/29/20)05^26/2010tM,702.50 t».702JO
pub
Vouchar(a):t Agsd Totals: CM,7D&500.00 tO 34,7DZSO JO.OO
Vendor ID: ADA COUNTYName; Ada Country Treasurer Class ID:TAXES OrfglnoUno Co: IDACOMM
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00000023111 1S72G21IWV 1V1/20096/9/2010 $59.007710
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	jMr~OBtg:$20010 n»ivmw*t.Mocwihimldmuwocu’S’xi: Md
American Fiber Systems
Vendor ID; ADVANCE FIBER OMama:Advance Fiber Optics, Inc.omsID: MAINTENANCOrtglnatlnfl Co:IDACOMM
Vnuebetf Wrtbwfl
Pttymen’. No. Doc NumberTypeDoc D t»Dm PateDoc Amount Dlee Mi DlieAvwII Amount Curort Period 31 — BO Days 1 — 90 Days 91 undOw
—
25243DC-10-O54 INV4WtMlO6/14/2010$9,240.00(9,240.00
25244D&10-05S INV 4/30/20108/14/2010 tl.1S1.SO*1.1S1.50
dim
VotKhar(a): 2 Aged Totals: 110,391.9) *o.oo 110,391.50 nmo 10.00
Vendor ID: AGL NETWORKSName: AGL Natwnrta LLCClean ID: COLOOriginating Co:
Voochw/Writeoff
Payment Mo.Doc NumberType DocOat*Pu»Pat»OocfliTMum PtePrta Oltc AvailAmountCurrent Parted 31 — 60 Days61-90 Days91 mdOwr
—
00000025311201005-1S6S2 INVSfiafiQIO6/BfiOlO iM.1SO.OO S4.150XW
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—
VmidarlD: ALPINE SPRINGS Name; Alpine Sprlnoa Bottled Walw LLC Claaa ID: OFFICE SUPOrifllneflng Co:
Voucher/ Wrttoon
°aymcnl No.PecHumbafTypa Poe Data Dm DataPoc Amount DtoeDrtaDlic Avill Antount Current Period31 — so Daysel-Bo Jays91 ondOvar
—
00000025925021684ttff SW2010W/2010 W4.7S*44.7S
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Voucher^):1Aged Totals: tW.’KW.rS foaoyaMg.00
—
Vendor IP: ALTERNATIVE OFFNome: AneraBtivB Office Systems Cloaa 10: OFFICE SUP Originating Co;IDACOMM
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Paymcni No. DocNiimbtf Typa Doe PeteQua Dala Dec Amount
DtecPtta Dltc Avill Amouirt Currant Parted 31-68 Days
ei-BODayj; 91 andOvar^

2545313SB75INV5/19C0106/1QQ01D $52.66 852,68
25454136976INVVIS/20100/1B/2010 4159.33tISS.M
PU8
-
Vouch r( ):2Ae d TotalM ~ aia.1BS21X.1B*MO»J» *W»
Vendor ID: AT&T 6162633533 Nama: AT&T qmsID: MONITORINGOflalnaUns Co:
VouclMifWrttoofl
Paymenl No. OocNumtmr Typ Poe P toPu GateDoe Amount Dtee O tiPUeAvnnAmoumCun m Parted 31-60OayB81-BO Days Blind Ow
—
00009025360ATTOS0710 inv VHzoioeyswuo $87,07tar.o?
dim
-
Vaurtiarti):1 Aged Totelar M7JTIBT.07 IQjOOIC.OB 10.00
—
Vendor ID: AT&T BOX 10S373 Nairn: AT&T Class ID: ACCESS Originating Co:
Voucher/Writeoff .
Payment No. OneMianbtrTypa Doc Data[KmotrtO Pec Amount Pl*c DiliDltc AvailAmount Currant Parted 31 -» Paysfc^j^ ai -90 DaysSljndPVBT
—
0000002SSOO101366013CRMS/J6/20IO*1BB,78r.M)(4168,787.04)^3-1;’
-
-ffqODOZSZB* 0121 9 INVW1V2010 5/31/3010J1B1.50 1191.50X^^
=-J ^^^-^^
P0000252BO 10121 0INVV1/2010S31JB010 S31.75S31.75^^^^
0000002529510121 5INV VlftOlO3/31/20101432.26 £43228
00000025266101210 INV 5/1/2010Sflt/2010 M69JO E4G9.BO
oooatmsaffr ioizibinv 5 /1/20105/31/2010n.sim,si




 









 











	u££S ., gfSSM1:34PMHISTORICAL AGED THIAL BALANCE gj”,.-^
American Rber Systems
B000002S26910121 DAIHV {/!/» S31/2010*S8.W fSBJK
0000002S425101346INV 916/20106/15/2010 S2 ,432. S1BM32.5G
OOOT002SSHCflM(W, ».2B)
pub
vainJMr(i);b Aged Total*:siio,a7Bj7itio.a7B.o7so.oc»,oow.oo
-
Vendor ID: AT&T MOBILITYKama: AT&TMobOttyCla»»ID: OFFICE SUP Originating Co:
Voucfiw/Writeoff
Payment No. DocMumberType Doc 0 1iDm DataPoeAmeiint Mac DateDlic AvailAmount Cmrerit PcrlrnJ31 — BO Days81 -BO Days91 and Onr
—
ODOOODZS430BZ74415B3XOS222C10 INV 5/14/2010B/I3/M1D 466,18SGB.1B
Out
VoucbwW1 Aged Totalei HM.1B MB.1B CT.OO ».QO
y,m
Vendor ID: AT&T NEVADA Name: ATATNovedaClone m- CONSTRUCT. Ortfllnrtlnfl Co:
VatKtmtl WiKeoff
Payment No. Doe NumberType Poc DiteDun DataDoe Amount DbeOatoPlec Aval IAmountCinrinl Period31-80 Days81 — K Days91 and Ovir
—
OOMW02MS5 OZ03JOWV S/H/2U1Co/la/201011^170,89 S(070.38
Ow

Voueliorfii):1 Afl6dTota) :11,070.891^fffta»fflJO JDJO10.00
—
Vendor ID: ATLANTA BUS CHRNome: Atlanta Business Chrwilda Claue ID: OFFICE SUPOriginating Co:
Voucher/Writeoff
Payment Hn. Pec Number Typa Poc DrtaPttt Data DocAmounl
DtocPabi DUeAVtll Amount Cuirent P»rtod 31-BO Days 91 -80 Pays
_ J1 JTKiQvBr
00000025422 ATUS2410 INV 5/24/20106/a4/2010 177,95 *77.B5
Due
Veunhwfr);1Afl d TatalB:I7TJS1TT.B9 JPJOO.POto.OC
—
Vendor ID: BINSHAM MCM3UTCHName: Bhflham McCutdunaaealO;LEGAL Orlfllnaflng Co:
Voucher/Wrtltwff
PsyrrentHn. Poc Number Typa Doc DatePut PiU Doe Amount
p(»D ti Dine Avail Amount Cuirenl partiitl 31-BO Days 61-BO
Days B1 and Over
000000252202S50319INV 4WM108WS010CD3.30$203,30
PUO^_^_

Voucr f*):1Afl l Totals:~ t2Q3JO WJM $20330 0JO Hl.OO
-
Vendor ID: BLUE STAKESName: Blue Stakes of UtahCloaalD: LOCATESOriginating Co:
Vo4tctnr/ Wlttvuff
Payment He,DpcHuinbtfTypeDocDnti PmDifrDec Amount DIsePBlaPicAwllAmount Cttmr* Parted 31.60 Days61-BO PaysBlandOw
—
00000024879UT2009081SSIHV 3/3VM105/30/2010$552.86Sa. 8
OOOOOWSZiaUT200902513 IMV 4OOWHQ8/29/2010(691.92 1691*2
Din _^^^^
Vouehtr(t): 2A0ad Totals:n,344.7Btt^o1G9U2^SKix.ee moo
-
Ji” “^ ‘M^fi^
-
E~LidurlD; CANYON COUNTYName: Canyon County Tux CollectorCla» ID: TAXESOriginating Co:*"^-i_^.

jauenetfWriteoff^-^
HayrnsntMo.PocNttmbef Type Doe Data pubPit*DoeAnicunt D)cP9la QtacAMllAmminl Current Parlod 31-60 Days B1-90 Daysfll mdOvw
—
000000232312009302713 WVIZ/1/2009 ftB/2010 £136,00 ^. t13B.OO
0000001S090 PMT(K9.00)
M000023I292009304925 INV!2/1ft009 fl/9/20104. 1.94.46I.S4
00000015090 PMT (12.230^7)
0000002322B 2009304733 IHV 12/1flOOBfl/9/MIO ^2S.1Z
H,Z2,12




 









 











	3 5
q
IVMCTT1 V4TCWIU 4;Bl.^vrmnr^ I i iMiijAiar*u I nui •_ nu ^u»r- -•»
: serDBti:WUOtOTO I UMtt^HL. MWEU I IW*i.wm^wivc UtSrlD: torW
American Fiber Systems
f
00000015090PMT ($1.211.08)
I 00000023230soosaosieamv12/1/2009 394010$1.107.32 ii.iy7.az
00000015090 pmt (tssa.sa)
Pan
-
i Vaucharja)!4^ AgOd Totals:M,1W.6-i»JO$0.00*0.oo^,1P9.re
—
[ Vendor ID: CARPENTER Mima; Carpenter Group Clean ID: COLOOrtglnBtlng Co:
t vouchor; Writeoff
5Payment He.DoeNumbarType Doc PateDueDnt*PocAnHKJrrl DttaPrt*Dlic AwllAmounlCurrant PeriodJI-aiDays81-90 Days BltndOvBr
-
|- 0000002S091 2D10210-WWV 5/1/20106/1/20101200.00S200.00
DU.^^^
•Vouctwr(B):1AgadTotola: “taoiUWCOO.OO JOOOW.OO ».OO
i
—
1Vendor ID: CDWMama: COWClaaa ID: OFFICE SUPOrtglnaflnfl Co:
‘ vouctnr/ WrNnotl
f Payment Ho.Dec NumberTypo PocPiteDun DateDoe AmoUfrt Phe D»tiDlteAvallAmountCurr»n) ParloJ31 — S Days81-90 Days91 and Ovrr
-
[•00000025497SSXS1SOHETAfZ3/Xtt4/J3/2010($1,018.27)($1,016.27)
I00000025489 SSXB161RET4A3/»10 3/»10(J68S.07) (J6BS.02)
I. OOOOOOZMB9 STGTOae RET 4/Z3/Z010-1AZV2010
(1828.67)
(t2JB.6T)
I)
ooooowsiarslj.timikva/»iosc^otiot&as sbo.ss
OOOOOOZU2B SLOB116 IHV4/230010S/23JWHO W^M^3 *8,B44J3
00000025123 SLH77ZOINV Z8/»10GrW2010 HMS$S.M5.W
00000025231 SM6B826 INV 4/27/Z010 $27/2010 CS.511.74 SS.S11.74
00000026230 SMNB873 INV 4/28/2010 5/BBflOIO t1.102.38 J1.102.M
00000015510 SNW83Z INV4/30/2010 5/30/2010KSS.KM5B.B6
OOOOOOZS3S1SNKesea invswxho wvioio si.B32.essi.Baz.BS
00000025380 3PZ8110INVS11/SD106/100010$149^1S148.31
00000025388 SQS3382 INV S/13/2D109120010W4U75641.17
OOOOOOZS4S7 SQTI177 INV 914/2010ViaflOlO 117.130.55 S17.130.55
00000025456 SQXD675 INV 914/2010V13/2010 1BB35S1B9.55
00000035442 SRW3410INV6/19/20108fia/3O10$740.18S740.1B
Cta
VaUEhar(g):15^OdTotsle: »4O^14J9*20,TB3.n»1B,B30.7B $OJM SO.OO
Vendor ID: CErJTURYUNKName: CenluryUnkCIsMlD: MONtTOHINGOttglnBlhiB Co:
^Tlpchar/Wrtt»?\
H-Jmenl Ko.PocMiimbarType Doc Ort»Dm OttoPoo Amount PleeDatePlBcAvnllAmount Currant Ported1 -6D Days s^Lgj^J 1• * PaV 5aieidchrer
-
RoboffiZflO CEN050410B CHM5/4/2010(S124.18)(J12^.1B)^SL^f” ‘
Du»\^
-
VoucHarti);1 Afl d Tottll!(S124.18)ff124.18) JOJO X,*"^ »"- 0
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	I
I
fiKTolrte: 32»10“nR»limH,/U./WjCU I WIHI-DMUWWI^J^. j^
American Fiber Systems
Vendor ID: CENTURY UNK454 Mama; Century Link ClnnsID: AfXXSSOriginating Co:
Voucher/Writeoff
Payment No.Doe Number Type Doc DataDiwPate
Doc Amount Dlie OitoDttcAvMAmountCurmrt Period
J1 — BO Days HI-M Days 81 and OvBr
00000025502ROM 142999.10135INVW15/2010 05/9010 K2,495,BOW2.4SS.90
OOWWM5427RoeoeerogB-ioiasinv 5/150010 qsaoin$s,rie,TO s.tis.to
ooooooawaeRGOOseesw-ioiasinv 5/13/2010 a/sfloio $27,53 $ar.s»
00000025426 R03531H139-10t3S INV6/16/20103*3010 JT.aTST.37
I
Dam
VMChw(i):4Aflad Totflta:t28^47^0K&JH7.SOTO.CCVDJnKM

VandorlD: CENTURY LINKB60Nome: Century LJnk Clara ID: ACCESSOriginating Co:
..Voucher/WrtteoH
PayrncntMo.Dae NUmbor Iyp Doe Dot*DtwDitoDee Amourrt Dlie DataENscAvgllAnwum Cunwrt Ported31-BDDays01-WDaysBtwidOw
|0000002-1933 DOO34aB3B2-10091 CRM 4/1/2010 (57.72)($772)
00000022999 O004eB3BZ-0930SCM CUM11/1/2009 (6307.10) (W8.32)
; o»
Vouemf(»): a Aged Totola:nssan) mjo fct.n]».oofgja]

Vendor ID: CIENA Nemo: Ciena Communicationsdose ID: MAINTENANCOriginating Co:
VeUcrMrfWrttonfl
PaymcnlMo.DocNumtwTypeDooDatg dubData Ooc Amount Dlic Dm*Dltc Avail AmountCurrent Period31-80 Days 81-90 DaysBlind Ovw
00000029036 8193803 JNV 4/13/20105/28/3010$16,^9.54 S16,679.54
0000002S125 S1668T1 IHV^19/2010W»10 175,066.116 *rS,068,B6
0000002S12Z eiOTBUIHV4/22/Z010 efl/aolO 0,291OC,291.00
00000025127 6168090 INVVZ3/»10 a/7/W10 U12V347.K 4312.M7.BO
D000002545S B17D1S2 IMVW2010 ^18/90109S,3fl0,25 £1^88.25
00000025440 6170397 INV 992010 6/16/2010 W2,874.4392,B74.43
0000002SS34 6173260 WV 920/20107/10/2010 »12j016,10 $12,018.10
OUB
Voueh6r8):7 Aflod Toteli: »51a.e»IJS 1110,878.78
H09,3aS,3l $0 JO JO.OO
V ndoflD: CIRCLE H CONST Name: Ctrda H Corutrudlon. Inc. ClaeelD: CONSTRUCT.Originating Co:IDACOMM
Vauctw/Wrilootl.
Psyment Ho.DocNurnlMrType Dee Pal*Dm PateDoe Amount DtacDrtaPlot AvailAmaunlCurrnrrt Periodai — 60 Days»1- 90 Df^JL **"* O*”
OOOOOO24 4OB77B IHV4/5/2010fi/4ftOIO$33,107.28 138,107^0’ “*
00000025132 AF42310tNV 4/23/20106/22/2010I3.414.SD *5,414.60C
^T1 X
^-JOOB2S133 AF4231I INV4/83/80106/22/S010 115,106^0 J1S.196.SO
OOOOOOZS134 AF42312INV 4/Z3/S0106/22/2010*7^2OJ3 *7.S20.35
00000025135 AF42313INV 4/23/20106/22/2D10*7,13B.ZQ *7,13aSO
D0000025229 67B5 INV 4/30/20106/2B/2D10,SOO.OO M^OO.OO




 









 











	u&tmSzmio*••- •ra»iuHiuw.AbfeuiniMi.iMUjinh,E[j^. ^
American Fiber Systems
00000025179 6786WV 4/30/W10020/2010 $15,348.00 118,34800
000X9025441 67B7INV 5/16fiOtO7/I7/Z010*tS,600.40 $15.600.40
De»
Vauehaitg): aAged Totals:ti1o,B25.31 »i5,6Od. ojsB.mai joxora.oo
—
Vendor ID: CITY MARIETTA Nam a: City of Marietta ClaasID: RENTOrlBlnating Co:
Voucher/Writeoff
PoyineTn Mo. OocKumbarType Doemb DmDstaPneAmount PlncDatuDlJtAvaBAmountCunam Pulad31-60Days81 -90 Days9lBtidQvr;r
—
00000021976 1001 wv 9/2/50093/2/2009 5104,399.40 siw,as9.40
00000015041 PfcTT (15,79957)
0000001GOBO PMT (¥5.799.87]
00000015583 PMT ($5,799.97)
00000014680 PMT (SS.789.B7)
00000016366PMT(S5,7».97)
000000149S3PMT((5,78937)
00000015465 PMT (S5.799.fl7)
Out
Voucher^);1 AfladToteln!tB3.7W.91KM JO tOfa I6a.T89.B1
—
Vendor ID; CLEVELAND FINAN Name: Ctowland Flmndal Associates, LLCdaw ID: RENT Originating Co:
VoucnOT/ WnUOlT
Payment Ko.Doc HmnborType Dee DataQua Pala Doc Amount DlacDaUiDbcAnflAmouirtCufraul Peilixl31 — SO GaysSI -CO SaysB1 giriOwar
—
00000095328CLEOS1210 INV S/t 2/2010t/5/2010HjOOO.00 K.OOO.OO
Put
vmnjMf»): 1 AflodTotale; iijmjatm^bojo
10.00 tt.oo.oo
Vendor ID: CUFRSFIREEX Nome: CWs Fire Eadlngutehsr Co., Inc.Claw ID: MAINTENANC Oflfllnrttng Co:
Voudw/Wrftwfl
Payment Mo.PacNumber Type DccOPt»PuettrtaPoeAiTXnint PlaeDrtaObe AvaMAmamtt Currant P flcK31 — m Days 81-BO Daysflt antf Oviir
—
UUXHJUXS421 POfrl ueO/1 lIMV S&0 01(j 7/lSfJ310Si69.74*1’88.74
Do.
Vouefnr(i):1 Aflad Totele:I1B9.74SI 89.74 JDM».OQSMO
—
Vendor ID: CLOVER CABLEName: Clover Cable ClaaalD: MAINTENANCOr1eln Bn0 Co:
Voucher/Wrttnoff
Payment No. Pot NumbarType Oocp t»Du P tePoc flmcant Plic DataOlec fOnt\AmountCun»m F rtod31 — JO GaysH-90 Days ai ndOw
—
0000002S037 80374 INV4/2/20106/1/2010 i13.6aa,M f13,SBB^O
00000025033 5040B INV4/1200108/llffiOIO S24.196.7Si24,1BB.78
OD000025036 50410 MV 4/1V2010B/1Z/201O$16.560.00J1B^eo,00
0000002553S SDS93 INV^ZO/ZOIO7/I ftOIOS27^a7.0B27*J7.0
Due
-
VouchJr(t): 4 AgsdTotala:182,102.15MT.e37JW$54,465.09M.oo (0.00
—
Elndor ID: CNA INSURANCEName: CNA Iraurence Claw ID: INSURANCE Originating Co:
Qwiw/Wiflnn
~ayment Me. DocHunborType DncPttiQua PahDoc Amounl Pile Data01 e AvailAmountCufnol Purlnd31-60 Cays ^^M-BO Days 31nd Qvnr
—
000000234Z2 CNA1»1O9A MV 12/10/200912/25/M09K3.0JO.OO / /’IjlK 7S»flZO.OO
00000016520PWT ^ L //T) ^ V/ (K.75S.OO)
ooooooi57pmrr VI Oy ffs.7ss.oo)
0000001S211 PMT^/ (SS.755,00)
0000002M21 CNA121009MV 12/10/2009 1Z/2S/2009(13^44.00 $13^44.00




 









 











	lysictnt/-jj-eu\aj;st:^t rniHISIuHiuai ju»tu thialHAl_ani_:t-•-b
JscrData:afl/TOionia Iumiumu»euI nwu. imuwi^e UwrlD:lodd
American Fiber Systems
oooMoisswpmt[si.iiz.oo]
M00001S784 PMT (E1,11Z,00)
DOOOCOISan PMT $1,112.00]
dot
Vouchm(B);2^Agad Tolflla:m,TB3.eOtOM».OQ».00815,763.00
—
Vendor ID: COFFEEPAUSENemi: Corfso PauseClou ID; OFFICE SUPOriginating Co:
Voucher/Writeoff
Payment No. Doc Hum bar Type Dae Data Qua Oata Doc Amount Dine Data DUe AvailAmountCiirrem Period 31-EC Pays81 — 90 Days»1 and Over
—
MW000252773G60194INV 5/12/201C&MV3D10S11Z.S11112.51
Ou* _ ,

Vouchar( ); 1 A8 d Totnli: tlia.siiiH.at 10.00».» .oo
—
Vendor ID: COMM. SUPPLY CO Name Communications Supply Corporeltan CteealD: EQUIPMENT OriglnaUne Co:
Voucher/Wrttnnfl
Poymsnt No.DocHambir T ypeDee DataDuaD t PonAmouirt DlicPrtaEHicAraQ AmnimlCurrant Period31 -60 Days EI-BODsys»1 andOvar
-— —
OOOOOOJ5W14259S221NV ^SO/20105RO/M10 IT6Z.04 17S.M
00000025389 42663731NV 3/13/20)0tfla/ZDIOIB71.B3*87I.B3
mm(X12&U4 42B7B65INV WW010W13/2010 $126^1 JIM.B1
00000025445 4292019INV 5/10/7)1 a&IQB010 $77B.1B*77B.1fl
Dw
Vouchortl):flQCdTotala:C^a.97 11.777.B3 T58.MSO.OC WOO
—
VmdorlO: CSX TRANSPORT Hame: CSX Transportation. Inc. CtesalO: MAIMTENANCOrtglnatlng Co:
VoMciwi/ vrritoon
Pjy-ncnt Mo.Poc Numbar Typo PocOrtaDu»O tiDoc Amount Pbc P tnCite AvailAmount CUTTCtrtP rtod 3t-60 Days 6j-BO DaysetandOvgr
—— -
OD0000254S981BeTMINV 4/BflO106W2O10 114,760,43 t14.7BO.43
dim
Vtudwn»:1Aged Total!: 114,780,43 10.00 14,r90.43M.OO»flO
Vendor ID: CUYAHOGA COUNTYNam*: Cuyahoga County Treasurer Jim RoHaWs aowlD: TAXES OrtglnnUng Co:
Vouctor/Wrflood
Payment Ho. DocHumtnf TypDoc DufaiQua Date Doe Amount
PlBCDnte PUe Avail Amount Curum Pertoil 31-ap Pays 81-BO
Days B1 andOvar
oaoooozaagcuydioiosiSv1/1/2005\f\pnas *H7,Bsojzosut.sso.m
00000010434 PMT (?1S,070.4S)
DD000001768 CLTrt)1190S INV l/1Slffl0081/1B/J008 f12S.17B.10 S125,1Tfl.1Q
DIM
Voucher(i): IAgedTalala: p**.” wajKM yam ma^ss.ei

Vendor ID: OETECH Name: De-TochCtaeslO; LOCATESOriglnettng Co:
VoucNl/ Wrttnir
Pgymnnt Ko. DocNmnbar Typo One Data dubPirtnDocAnnmrrt DlacDaliPI ac Avail AmoiinlCmrant Partad 31-to Days 81 — BO Days91 and Ova r
—
00000025Z175087(NV 4/30/2010S/M/2D10 S3.24ft60S3,HI.BO/
= \dj» r -^r\’fis^^^

^icmif(t); iApad Toter*:o,a8jD .ib »3^4»^a \ j (^ w.ootaoo
-
Vendor ID: DIG LINE Name: OlflUneClass ID: LOCATES Originating C&IDACOMM
Voucher/Writeoff
Payment No. DoeMuinbOT Typo OocDate dubData Doc Amount OlacDitaDine AvailAmount Current P rtod 31-a) Days 61-90 Days»1 andOvw
—
OOOOWHS232 OOT3SSI-W INV 4/30/2010930/2010 1789.12 (709.4Z




 









 











	u£“b’o^:aiv£\o •’•-"- nisiumuMUAUEU iriiMuoMuwue
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American Fiber Systems
Qua
VouehBf(a)!t Apod Totela: $769.48 tO.OO
»7B.4a »,00 10.00
Vandai-ID: DIVEHSIFED UTIL Nam*; Diversified Utility S rvtoos, Inc.
ClaselD: CONSTRUCT. Originating Co:
Voucher/ Writeoff
Payment Mo.DocHunitarTypeDoe P t Duo PanDoc Amount PtePateDlacAvallAmountCUfnffl Pwtod31 - 60 Days 81-BO DaysB1 Mid Ow
—
OQ00002S170100201AINV4/30/20106/29/20tO S7.800.00ST.KJC.W
00000025392100230AWV Efl 1/20107/tO/H10S4.600.00$4.600.00
dub

Vouchnrfr):a Ag d Totnla;»1i,4OO,00$4.600.00*7.WO.OOH.00KM

Vendor ID: DOWN UNDERName Down Under ConstiuetlonClaealD: CONSTRUCT. Ortalnattnfl Co:
Vouchar/Wrltacm
Payment Mo. Hoc Mum dor Typg^PocPchi dubDate
PocAmouit DteePrtj QUieAvilt Anmum Curnrfl Period 31-SO
Days 91 • 90 Days 91 and Over
OOOOOOZ47B058331NV 3/30S010SffisyMIOC19,B53jB5t1S,BS3.BS
DOD0002 3a 5634WV 4W201Q992010 46,611.00 tt,K1.00
0000002496056341NV 4/0/2010W7/W10 13,441503,441.30
00000025511S6W INVSH4/40107/ZWiOIOVI8S.OO (185.00
DU»
VMictarm: 4 Aa»d Totale: jar.lol.tt nas.oo Tio,oaa,3o
»is,BS3^so.o^
VondorlD: DRAKE CONSULTS Nama: Drake ConsuWnaClass ID: MAINTENANC OrlenaUrtg Co:
Vnuelvr/Wrteaf*
PayrrieTit Ho,Poc NumberTypDec DatePiaDatePot Amount OltePattDim Avail AmountCinrentPtrtoJ 31 — 60 Days SI -JO Days 1 andOwr
—
0000002504820100C2 INV 4/ig/2olO6/IB/2010 (2.0B2.4T*Z,OBZ^7
dm
VoucfwKi):1 Afled Toteltt:a,06a.4TajCa.083.W
SQJO tO.DO
VondorlD; EASTERN COPY Kama: Eastern Copy Productsdoss ID; OFFICE SUPOriginating Co:
Vouthatf Wrtteofl
PaytntntNo.Doc Humimr Typ poc MtePua Daupoeamount ol eP tiDbeAwn AmountCurrant PwM31- en Daysbi- 90 DaysM md Ovw
——
OD00002S1B7 626543 INV 5/3/20108W2010$57B.WSS7B.66
OlM
vouciiBr(i)! iAged Totals:tsTB.satsn.eejo jo u»w»
—
Vendor ID:EDQECOMMName:Edge CommunlcattonsCtaaalD: CONSTRUCT. Originating Co:
Voictm/ Wlflaon
Payrr-grlHo.DoeMumfttf TypeOocOate Dm DateDoc Amount DlicPrtaMicAveflAmountCurrent PirloJ31 — BO DaysB1 -BO Days91 ndOv»r
—
000000249S2 04-569 IHV4/15/20107/K/2OIO S3.6DO.OO (3.EDO.OO ~~
Qua^. /
—
^Tei» rt*)= 1Aa dTotT :g.soo.ooto.oo sj.boo.qo\ ]//(g.ooX’tun
—
ZfJndor ID: ELTEK VALERE Name:Ellak Vatere, Inc.ClaaalD: CONSTHUCT.Originating CoV

Voushar/Writeoff
Payment Mo.PoeKumbwTypaOocDmaPmDatBOocAmoUBl OHeOaHPtee Avail AmountCurrent Pttlod31-j9Days91-90DaysBlandOw
—
00000025313 CD123SIB INVSKfZOtOB/5/20’.O tia^BT.IB S12.S97.1B
OOOOOOZB312 C0123646INV S/10J3O106/B/JOIO K^Oe.lB tZ,BD8.ie




 









 











	*
1
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: »rD li : 42/zoior1l& IUHR-M1-AUCU I MIMU HMI_WH,CUeerlD: lodd
American Fiber Systems
:
| D000002SS12CD129792 WV V11BOIOW10/Z010iZ.T65.1B tt.T65.ia
‘dl»
Vooelwfc); 3 Ag d Totola: tia^eaja T18^68,53jdmWflO
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Vendor ID: EMBAHQ — CONST.Name: Embaiq qmsID: CONSTRUCT. Originating Co:
j Voacfw/Writeoff
,Payment Mo.Dec Number Typa Out OataDue DateDoc Amount DltcDtteDice AvailAmountCinranl P»riod31 -60 Pays 61-80 DaysMandQvir
—
• 00000026431 2405000165A INV5/14/20106/13/2010 *Z,B 10.41tt.H10.41
J00000025409240500018TINV S14/Z010fl/13/zolo191£E1 J912.SI
Dw
VBUchnr(»}!iAgad Totals:13.733,02 .T23,M KM JO.OB SOM
—
rVendor ID: EMMART. GARYName: Emmert, Gary ClaaelD: SALES Originating Co:
^ Vouchar/ Wrtteofl
J Pnymcnt Ho.PocNumbarTypa Doe DataDue CUt» Poc Amount PlicDit»DI cAv»H AmaunlCutTBnt Period31-60 Days 61 -BO Days B1 and Owr
—
OOOOODZS330 eMM0510 INV S/10M»QQ/B/2010tl.020,00 *1,020,00
iOUB
1 VouetavM:1 Aged Total*: ~h.osojq n,tBPJO a.OOmmhmo
—
VandwC: FEDEX ROC Nemi:Fedartf Express ClnasID: OFFICE SUPOrlglmtlnB Co:
Veuchar/ Writeoff
PaymeritMn, DoeHumbtrType Doe Date dubPriaOne Amount PI cP teD1»cAwll AmaunlCurrent Period31 -60 Days 61 — BO Pays11 endovbt
—
00000025432 T-OftJ-71BM IHV W18M10fiff/2010 038.74838.T4
Dw

Vouet»ri):1AflBd Toteli:MB8.T4 t838.74 JOJOWJDmoo
—
Vendor ID: FIBERUQHTNino: Flbertahl, Uc Claw ID: MA1NTENANCOriginating Co:
Vouchar/ WrttmrtT
Payment No. Doe NumberTypa JoeDiteDmDntaDocAmttiint PUcPatePIboAvailAmount Curmm P rtod J1-60 Pays 61 • BO Days91 andOvmf
—
OOOOOOJSOT3 9115 WV 5/1/2010SfllfflOtO»8,000,00 $6,000.00
dub
Veuctorti): 1Agad Totale;(sjowmb,odojo pudtorn ».oo
-
Vendor ID: FIBERTECH, INCNanw: Fftwrtecfi. Inc.CtaulD: CONSTRUCT. Originating Co:
Voucher/ Writeoff
Paymenilte. QocNumbirTypa Doe D 1eDue P»teDoc Amount PtecOrttDlieAVBllAmountCUJTBnl Pirtod 31- 60 Days Bt-00 DaysBland Over
—
OOOOOWS314 3452INV W12 )107/11/2010 $16.097,50 16,09T.50
dm

VouehcrfB); 1AgedTotalB:fia^STAisie^BT^atoaotOM fo.00
Vendor ID: FIBEHTEL Name: Rbwlellnc.ClaoelD:CONSTRUCT.OrtglMtlnfl Co:
fouctm/Wrilaoff ~ A
hieniNo. Poc Number Typo PocPgtePuePala Doe Amount Pile D 1eOlBC Avail AmountCmnnl Perlad31-M Days \ ~Nfl-gHDayt^- MandOvef
—
i? ceoa496’isaw inv4 /i. nosai/aoiowia.M saizzo ‘j^JG^I
00000024952 5439 INV 4/7/ZO106W2O10 WO4.00 t304.UO
dub ^
—
vouetor(i),- a Aged Toula: ~ n,nojo 10x011,11120 kub w.oo




 









 











	u£m* 3 R3 *’’ M TM HISTORICAL AGED TRIAL BALANCE ££•,,,,^
American Fiber Systems
Vendor ID: RRST TELECOM Nam*: Rrst Telecom Sarvloea. U.C ClMalD: ROW FEESOriginating Co:
Voucher/WrtlKitf
Payment No. Dae Number typo Doccntn dubDataDec Amount Ptec DateDlae AvailAmountCurrant PertodJ1 — BQ Days61-80 PaysBland Over
—
25233OO12064JNINV S/1/20105/3lfi010 £7.000.00 17,000,00
2523400120B5-IN INV VlftDIO931/2010 (6.000X10 W.OOO.OO
Du»
vourher(t): 2 AfladTotala; tis^oaoo $13,000.00 Sun w.oo *tjx
VandoMO: FISHEL Narm: Fishet Company Ciena ID; LOCATESOHglnatlna Co:
Voucher/Wrilaoff
faymentMo.Doc Numberi ypa poc DalBQua Data PaeAmouiti pl»eDat»OtoAvwII AmountCurrent Paitotf31 — SB DaysBI-OTPaysBlMJOwr
—
000000251T5041IM0109INV 4/30/3010 S30/S010tSOOJM(SOD.OD
bub

Vouctar(i): 1 AgedTotote: tOXUOnuntamj»vummoo
Vendor ID:FHOMTIER107928Name: Frontter CommurtcaHons OasalD; OFFICE SUP Originating Co:
vr,-ijii-i-uf/ iu 4*K fl
VCNKTiDF/
payment No. OecHumfaar Typ* Doc DateOmPBta DocAmotinl Mac
Data Dfoe Avail Amount Current P»rfoj 31-gpnys 81-80
Days 81nJO¥ r
DODDOOZMZa32185ZB INVSW)W)tOS/M/2010 C4.7M.Z3,7W.23
Dua
Vpuctord): 1 AgadTotflle:v^ivaau,n4JnrojooM.oo».oo
-
VondarlD: GABENamo: Qabes Construction CompanydaaalDr LOCATES Originating Co:
Vouchar/Wril*off
PsymontHft.DoeNumbarType Doc bateOuaDHaDoeAmouirt DlteDitaDime AvailAmountCurrwrt Period 31-GO Days 91- 90 Days SlmdOwr
00000024702M71 (MV3/31/90105/30/2010 $1, S.SO*1. 5^0
OOOODOM7B12472 IHV3/31/2010430/HHO S1.2BO. tIJHMO
000000250532S04INV4/IBftOIOSV1BW10 C,ff7B,6O ja^TB.60
OOD00025333233 INVV13W107/1S/Z010W,141.BD 4,14t.60
Oue^^^^__^^^^^^_^^^____^^_^^^^^_
Voucher(t): 4AfletfTotalBi ta^B^aiM,^t. p,ttb. g,t ^ ttjB
Vendor ID: GE 90133884562Nome: QE Capital Clan ID: OFFICE SUP Originating Co:
Voucher/Wrteofl
Payment Ho. Hoc Niimbnr Typo PeeDaloQua Pata PoeAmauill
PtoeOah PAvafl Amoum Current Period 3f — tO Days 81 -90
Days 91 BftttQuer
0000002541B 533SO515 MV S/t6/20105/31/2010 $376,65 $373.65
dub
Voigh»r(i): i^Agad Total a- tS7B.esf3ra6»nsns\y r \ auM^ wxic
—
Vendor ID: GEM STATEMama: Gem Slale Locating. Inc. Class ID: MAINTEKANCOrlgbiatln0 Co^^-^ 1 “-’’’ 5 ‘^
r-f*t»rf Wrttaofl
^-LrmeniNo. DocNmnbwTypo Doe DataDue OtU Doc Amount DI eP»ta Olic Avail AmomrtCuirml Parted31 — B Days61-90 Days91 indOvnr
—
JoMOOSHM S0118]MV S/1/M106/15/2010 (1.575.00 J1.S7S.OC
DU8
Vnue(uir[B); 1 AgsdTotnla: *1^75J» $1^73.00 W» »4»jd.oo 




 









 











	‘St.: SR 331:MPMHISTORICAL AGED TRIAL BALANCE{^-^,
American Fiber Systems
Vendor ID: GLOBAL CROSSINGName:Global Creasing ConferencingCtaea ID; BANDWIDTH Originating Co:
voucher/Writeoff
Paymenl No. Doc Number Typg Doe Pali Piaprta Due Amount
DI»cCHrtaDisc Anil Amount Currant Period _31-60 Dayr.
HI — BO Dayt. B1 and Over
OOOOOOSS363 10000068344 INV S/1Z/B010 6/11/2010 114,056,60
114,056.50
dub
Voucher^); 1 ^ Aged Totals: ti4.C56.50 si4.05e.6o so.oo $0.00 w.oo
Vendor ID: GOOGLE INC Namo: Google, Inc.
Class ID: SALES
Originating Co:
VoireHer/ Wrttsofl
Payment No.PocNumlwTypa DocDrta OuaDrtaDoc Amount [H»cEUtaDtec AvailAmountCurrent PeriodJ1-BO DaysB1-9OPays.9lBndOvPf
—
OOOOOOZS331 ZW2501ZBB15 INV!/30/2Q10SOT/2010(938.45 *3M.
Du
VouehBr(i):1 Ag*d TcW*: S93a I HUBC98.48 tO.OO WM
—
Vendor 10: GOPHER Name: Qoplw Slals One-Cafl Clara ID: LOCATES Originating Co:
Voucftw/Wrtteofl
“aymenl Ho. Poc Humber r ypi Doc DateDun PataDoc Amount BtmsIMnCHmAvrilAmourtCurrent Perftm 31 -a» Daysat -flO DaysalmdOnCT
—
0000002491800300113 IWV 3J31K0105/3Wzmo 1156,60$156,60
000000251700040113MV 4/9Q/9D10fliW/ailO »H.BO C83JO
dim
vwielw(^: * ^adTotofe: * 030 »jo laaisc »iaa.6P 10.00
VsndorlD: GRAYBARName: Graybar CJaaalD: EOUIPMEMT Originating Co:
VoucNl/ WrttBofl
PnymcnlNo. DooNomharTypo Doe Dote Due On* Doc Amount OJac DSIsDisc AvailAmountCinnntPMtod31-mmsy5al-30Qjys91»ndOw
-
00000026331947M1578 INV5/11/Z010^10/2010 S23.07 *23.07
00000025347B4756S77 INVAfllAOID6/IOAllO7S0.1fl S7S0.1B
00000025384947098661INVVUlSOlO0,120)10SZ23.08 *Z23J8
00000025383947690018INVS/14/2010S10/a310 $256.63 I3SB.63
00000025514M7B9511B INVSflSfWIO6/24/3)10 *W.68J48.8B
00000025513B47691434PW5RW0106/35/2010 »1.25027 * 1^50^7
DU
Vouehaifr);aAflOd Totalil R553.77O^5a.7T MJD 10.00ff.OO
—
Vendor ID: HISCOCK-ZName: Hbcock, Barday, Up ClaMlD: LEGALOrffllnaUna Co:
Vauehmr Wrltaoff
Payment Ho.DocNumbarTypDoc bateDue OddDue Anmint DIscDitoDIscAvaffAmountCurjtPaflod 31 - 60Days81-80 Paysfll and Over
—
0000002525642B85O4IMV S/VWTO7/ )/£010(24,814.50 124.614.50
_mo0002533442S8505INV 5W2C10 7/4/2010 $1,012.00 £1^12,00 / /
ZiT 1»=^i /, 7( /
—
Veuer H(i): a ___^ Aged Totato; aa.7aajo ga.TM.so
/\ f )\jf i ^y tfton M.oo
Vendor ID: HPCOMM Name: HP Communlcflllons.itw. Clans ID: CONSTRUCT.6&lglnallno Co:
Vouctmr/Writeoff
Payment Ho.DoeHmnbarType OcaPite dubDateDocflmeunt DtoePm Pfee AvailAmountCurrant PiriadM-80 Day-;ei-HOOays81 and Ovw
—
00000024642 1013AFSLV01 llfV 4/2/2O106/1/2010 J6.125,00 18,125,00




 









 











	i£Xi.:bwou 3 “:3 TM HISTORICAL AGED TRIAL BALANCE
“J^.£u
American Flow Systems
00000024*43 I013AFSLVJJ3INV 4/2/20106/1/5010 C9OZOO S902.OO
M000025056 101SAFSLV01IHV4/t Y20tO0/192010 $845.00 4045.00
00000029055 101SAFSLV_OZ INV4/IB/Z010a/15/M10 M72.00 $872.00
00000025054 101SAFSLV_p3 INV 4/1H/ZD106/192010 $4,390.00 14,350.00
00000023398 101BAFSIVJM WV 4/18/2010S/192010 J11.3B7.00 411,387.00
90000025057 101BAFSLVJJ1INV4/23/20106£2/2010 11,490.00 S1.490.00
M00002S1B2 I017AFSLVJHINV 4/30/2010W2W2D10 $708.00 *7M.OO
OOOOOOSI5I91101TAFSLV02 INV 4/30/2010(VZB/2010 1708.00 *70B.OO
0000002SZ3E 1017AFSt-V03WV4/30/2010eflWIOID1325.00 W25.00
253951019AFSLV.01INV S/13fl0107/13/2010 »4,780.00 M.7BO.OO
253961018AFSLV.OZ INVV14001DT/1VW10 W,2e9.10 W^BS,10
001)00025397 101SAFSi.y,Oa IhV914/20107/iaffiSlO J7CO.OB5700.00
DOOOODJS4S1 10aOAFSLVJD1INV Wl/»107/20(5010 (1,388.00 f 1.388.00
0000002544e 1020AFSLVJK INV Sp1fl0107/20/7O10 *8,4O).00 M^OO.OO
25447lOZOAFSCVjOa INV W21/70107/20/2010 ta.e80.00 te.WO.OO
254481020AFSLVJMINV S/23/Z010T/2Z/M10 $4,150.00 *4,150,00
00000025446 1020AFSLV05 WV^3ft0107fnlX1Q 110^20.00 f10.SZO.00
OOOW02S450 10ZOAFSLV.OG INV $23/20107/Z2/2010 11,750.00 $1,790.00
dub ^_^_
Vouctarta):ibAged Total*:»7a;zs7.io vw,ass.io KT,4i2j» to^o w.oo
Vendor ID: IDEMTICOMM TECHNamt; WenUcomm TechnologlBS, Inc. ClusID: OFFICE SUP Ortglnallnfl Co:
Vduth.r/writeoff
Pnymcnl Mft.Doa Umntwrrypc PocPattDutDOfPocAmount PJDcDidiiDteeAviilAmounlCurrentPwtedal-BO Days91 -BO DaysQ1 ndOv»r
-
00000025109 70S9 WV 3/31/20)05/30/2010 S15.4B$15.48
Ota
Vmidiar(»);1 Agod Totals:S13.48$0.00 $OJ» 11S.4B10,00
-
Vendor ID: INGALLSRHomo: Ingelb, Roben Class ID: CONSULTANT Originating Co:
Voucfiw/Wrttoofl
Payment No.Dec NmnborType Doc DateOuaPntiiDoc Amount PlBCD t»Mac AvailAmountCuntnl Ported31-M Pays B1-»ODays 91 and Over
—
^10025533 INGOSOT10 INV WS/20105/29/g01D$676.40S676.40
J7D L “N/
Voueh»r(8): 1 AgwITatalB: SSTB.40S8TBT40 $OBO^)| ^- jf^GM 10.00
-
Vendor ID: INGALLS, H-1099 mbihb:Ingelte, Robert Class 10: CONSULTANTOrtglnBtlng^Ccn^
Voucher/WrUMXI
Paymgnl Mo.Doe NumberType Doc Pat*Ova P toDoe Amount Mic OUnDlac AvailAmounlCuirtnt PmltKIJ1.60 nays6-1 — BP nays aianriOvot
—
00000025532 INQ063110 INV S/31/K106/14/2010 $10,000.00 $10.000.00
(wr“5rt.;twxnl i p HISTORICAL AGED TRIAL BALANCE 5 8 D ,
m
American Fiber Systems
dim
Vouchof(t): 1 AgedTotala: sio,oooj» 110,000.00 W.oo $0,00 *o.oo
Vendor ID: INTERACTIVE COMNam*:Inleradrve CommunlcellOfisClass ID: COLOOriginating Co:
VMtchar/Witttofl
Payment Ho. Poc Kumlur Typa Doc Date Dug Pain Doe
AmountmmData Pine Avail AmountCumin! Period 31-68
Days Bl-80 Days 91 and Over
OW000252O2 S66S7 INV430/201(15/30/2010 $4.000.00 M.000.00
Dos
Vouchar(i): 1 Aged Totals: ~ wjoooao ».oo {4,000.00 *aoo jo.oo
Vendor ID: INTERCALL Nome: IntarcallClaaa ID: OFRCE SUP Originating Co:
VouclMr/Wrttovtf
PaymBrl Ho.Doc NumberTyptOocOtteDuo OntoDoc Amount DfacBateDlncAvillAmount Cmrnrrt Portod31-BODaysBl -90 Pays» am) Ovtr
—
00000025182 174Q1S6121CM~CRM 4/3D/Z010 (S160.50) (HflOJO)
00000025160 3ieS4CMCRM1/31/ZD10((10.700^0) (*10,700.00)
00000025159 3165* INV 1^1/20103/ZfiOIO £10.700.00 t10.7DO.Oa
00000016583 PMT (ffi^OO.OO)
0000002510117401M121INV 400/2010¥30/2010tlBO.50*160.50
Dirt
Vouch f(i):Afled Totalg: (te^oojo) ».QO *M»
M.nc [^,200.00)
Vendor ID: INTHADOName: IntiBitolnc.CtmwID: ACCESS OrtglnaDno Co:[DACOMM
Vaucfiei/Writoofl
Payment Nn,Poo Hignb rTypa Dae OatBPUB Pali Poc Amount IH»cPit*Ol»c Avail AttiauntCummtPwIotl 31-60D9ys81 -JO Pays 91 irxl Ow
—
0000002520088wojnv 5/10/2010 6/9/20102so.ooizso.oo
dim ^
Vouehw(i): 1 Ag
ed Totals: ~ tasaoo cao.on 10.00 »ao pl.oo
Vender ID: JANI-KJNG Nome: Janl-Nng of L09 Vegaa. Inc. CteoalD: RENT Orlglrwtlno Co:
VouriMw/Wrflaofl
Payment Hn.DocNumbgrTypa PocDitBQua DUBOoc Amount DlieDat*Plic AvailAmoum Current Parted31-60 Days 91 — » Days91 aitd Orer
—
0000002SZ38 LAS05100402V V1ft0105/31/20101185,005195,00
OU»
Voueher( ): 1 Aged Totals: siasM nas.00 SOWo.oo 10.00

Vendor ID: JCHWIREName: JCH Wire & CaUa Class ID: EQUIPMENTOHfllnaltnfl Co:IDACOMM
V041CMT/WrtlOTrfl
Payment Mo.DocMiimbarIvan Ooc P t»Dm Pita DocAtPount DltePaln PteAvaljAmocnl Cutmm Purlad ai-BO Daysflt-BODays H end Over
—— -
25338 BI365Z IMV 4/2S/20106/10/2O1D (962.96 C962.68
25339 613828 IMV5^6/2010B/ZD/ZDIO f2,457.45 12,457^5
1 *H ~.? I ft^

=Jct*rW.2AgadTotete:*3.420.*3B, T.45 MttZ3B \S/ p//V* ao/*°-°°
—
Candor ID: KANSAS ONECALL Nflmo: Kansas Ons-Call System, Inc. ClBM ID: LOCATES Originating Cor^
Voucher/Wrtlnfl
pjymerLNo.Poc Number TypeDoc Oat*Pu»Dal» Poo Amount Dl»e DMt*DtncAvtll Amount Currant Parted31- 60 Days 61 — BO Pays01 and Ov»r
—
00000024aiB 0030021IMV301/2010 W3QfcOKJ771.SO J771.SO
00000025337 OMWaiINV 4/30/20106/29/2010 1832.80 ¥83^80




 









 











	9
0
jiffmlb: 8/wS”» »“HISTORICAL AGED TRIAL BALANCE53^.‘^
,American Fiber Systems
i i

IQua
—
’ VeucharW; 2 Aged Totals;11,604,40$0.00 saaep T1.60 taoo
—
I Vendor ID: KLEEN PLUS SVCName: Ktewi Phi* Swvtoa Claay ID; RENTOriginating Co:
IVauctnr/ Writeoff
i Paymcni Ma. One Humbur Typ» Doc PeteDm Oat*One Amount Pte OatsDire Avell Amount Currant P riod 31 — SO PaysSi10 DaysBlind Ovur
—
f0000002536S140tNV S10/Z0106/9/2010$550,00$350.00
)
Doa
!• Vnuchnrd): i AgedTotale; “tSSOMtssoM *s.oo to.oo u»
’ Vender ID: KW UNDERGROUND Name: K & W UndWBround Clau ID: CONSTRUCT. Originating Co:
Vouehw/WrtlMtt
i Payment No. DocHumbnr Typo One DataQua Data DocAmmml
PUcPtte PticAvill Ammnrt Cumnl Period 31 • a Days 61
-BOPaya 81 and Oyar
I- 00000024056S-U996B UW 4^5/?o1Q6/^2010 t»,OW.OO 60,048.00
I
I] 000000254011.Z10107MV 9I7/M107/IV»10196,986,0099,B9B.OO
000000254001-U10IB3INV *1S/J010 7/l7/»10t7.B7g.0017^79.00
i5=
00000025291 147B6237INV5/1/2010S/31/Z010 S3OO.OD $300.00




	VCL’chart?;:3 AoadTotalG! S1ZT.E23JK11QT,7T5J)0 S»,0 .M JOJO SO.OO
Vendor ID: LEVELSMema Leva! 3 CommunteatlooaClaaelD: BANDWIDTHOrt01rwMnfl Co:
Vouehw/Wrttaofl
Paymcni J^o. DccNigntar Type DoeOttiDu»D t» DocAmourrt
DlteDtrti) PlK?Ava’l ampum Cutrant P*rtod 31 — to Duy-
el — BO nays frl nndOv»r
00000013967tO29122BADISCRM7/1^008($6,S10.ja)(K.SIOiB)
00000014481104947B1DIS CRMWtZOOa ((5,242.07]($5,242.07)
00000014B70106441B9OIS CRM8/1/2008 ({3,714.58)(S3.714.S9)
0000001556010800403DIS CRM10/lflOOa(S4.490.31)(84,490.31)
D0000016000IOB83317DGCHM11/1/2008 (H,OH7.4O) (»,oa7.40)
0000002382913395057DISACRM11/1/2009(¥S69.1B)(1869.18)
00000013352 10ZS1Z26AINV 7/1/2008701/2008 t3S.3eo.2e
$39^90.26
00000010092 PMT (P3J!79^a)
D00000144BO1D494791 INVB/1/2DOB B/31/2D09 (38,032.76 838^32.76
00000010439 PhfT (131,890.69)
0000001480 10844)99 INV9/1^008 10/1^008 138.265.30 / »38^6MO
00000010788 PMT i / ((34.550.71)
0000001S57S 1080040S MV 10/1/2008 10/31/2008 $38,768.02 / / W8,768^
00000011112 PMT I/I / ((32^75.71)
0000001599B10B83317 INV 11/1/ZOOBI2/1AOD9$37^87.H,f” 1 VLX^W7fl87Jfl
00000011577 PMT \~~A’ (O4.B00.1S)
0000002529212195181 INVS1/Z010 3/31/20102234.Z2 »2,234,ffl/
^•»02538r 14784T47A INV91/2010 £^1/2010f1.44B.64*l448.84
D000002S36a14765493INV5/1/Z0105/31B010 120,288.68S20.28e.6B
0000002536814791123]NV5/1/Z010WlflOlOS7.872J9 *7,B7Z.89
00000025291 14784107INVS1/B010 SAM/W10 »0.17B.BOI30.179.Ga
00000025291 147B6237INV5/1/2010S/31/Z010 S3OO.OD $300.00




 









 











	2£TM ! 1.: WzJSw -TM maiUMIU-ALAUtU IHWUPMUWI^E ^p.£,,,
American Rber Systems
pj»
Vouchw|i)!itAflftd Totals:iai,3Sz,asvaflZLsa»,oe10.00($969.19)
—
Vendor ID: LEV6L3 BOX 952O Name:Level 3 CwnmunicallorraClose ID: ACCESSOriginating Co:
Voucher/ WrUwJT
Pgymnj-ilNo. Doc Murnbar Type Doc Date dimDataDoc Amount DliePttoPlc AvailAmount cuttbh!Ptrtod31 -6C Days81. 90 Days91 and Over
—
00000025155 111381B WV #1/3010 6/31/W10$540.75S54C.75
0000002518* 1118277 NV S/VZ0105/31/201011,700,00C1.700.00
Din
Voueharfr): 2Aged Totals;C^TO.TBC2.240.7S».OO*o.oo M.oo
-
Vendor H): USHTRIVER Name:UghtFBvw Technologiaa, Inc. Claw ID; CONSTRUCT.OrlglnaHng Co:IDACOMM

Voucfi r/Wrttoofl
Paymffnt Ho.DocNumharTypaDoe Pet*Pua PatePoc Amount OlacDrt»PtacAvmrJAmountCurrant Period 31 — 80 Days BI-BCDayaBtandOvnr
—
OQ00002S05H IH008228 IMV*/20/2010 4/M10 $8,S5fl.aO $8,65850
0000002S1S3IM008290MVV4/ZD10QrlWZOlO*892.67 *89Z.87
OOOOO02523BINOOa2D1INVV42010*/lBi7010K08.42C08.42
ODOOOOZ53IGMDOB3Z2INV3/13/2010tVZ7/»10t1,188,58 (1,198.58
00000025432[NOOB399IHV$00/20107/4A01O556,553,32 (S3.SS3.3Z
ooooooassosiNooaase inv swaoio 7/10/2010J9re.4M7n,4a
00000025517IN008360INV B/Z7/M107/11/2010(19.726^0 tlB.7ae.SO
dub ^
—
vcuthw(i): 7AgadTotela:»S7^16.1?t7B^S7J5 a,B5ejo»M m.oo
—
Vendor ID: LONE MOUNTAINNemo: Ume Mountain Excavation & Utitiss, LLC CtenBlD: CONSTRUCT. OrtstniOng Co:
tfauctnr/WrBnefl
Payment No.PocHumbtrTypOoeOJtePu»om»DeeAmounl MieD t»O^c Avail Amount Curort Purtod 31-a Days 91 -BOPgys91 andOvar
—
000000351212421IMV 4/2f^1()6/20/2010 tS,43fl.OO f5,43B.OD
Dm
-
Vowharfi):1 Aged Totals: C,038J»a.OO M.438.00 »,BOtO.00
—
VandorlD: MARKETWIREName: Market Wire, Ino.Clasa ID: SALES Ortglnatlng Co;
Vouttnrl Writeoff
Payment No.Doe KumbefType Doe D»teDm DatePoeAirnmi Mac DaleOlKftvdlAnounl CtarrlA Parted 31-60 Days81 — 90 DaysBlMdOvW
—
00000025333591748INV 5/11/20106/10/2010 t4BS,00 HS6.00
Du.^/lf\_/
-
Vout»tr(e): 1_____^^_AgadTotBlB: $as.oo $465.00M.QP o.oo \\J~%»n_
- —
_V§rnterlD: MISSOURI ONE CA Name: Missouri Ona Call System. Inc.
Claee ID: LOCATESOrtBlnaWng Co:
^^ (cnof/Willwifl
^pymcrri Mo. Ooe MumbirTypoOaftDateDu»OateDocAmounl D( cDrt Dip; Avail AntoimlCmrenl P rtod31-60 Days _61-BO Pays 91 and Over
—
00000024817 DO30009 IHV3/3-1/2010SASO/M10£330^01330.20
0000002SI400040009 INV 4/30/20106/28^0 td C338.70$336.70




 









 











	j£m.:SS 3:S1;MPH HISTORICAL AGED TRIAL BALANCEJHJj,,.,,
American Fiber Systems
dim
VnuetiBffr): 2 Aged Totela: $agfl,aokm M39.7Bsxaxttaoo
—
Vendor ID: MP NEXLEVEL Name: MP Neidovot LUC
Class ID: CONSTRUCT.Originating Co;

Voucher/ Writeoff
Payment No.Ooc NumturTypePot DataDm DataDoe Amount dacDalaDlec AvailAmoanl Cumni PeriodBt-aDgys61-gOUays B1 and Ow
—
00000025451 92850 INVS/1B/ZOTOB/t6/2010 $277.90IZ77.0D
Dua
Voucher^):1 Aged Totals: C277.BO rtt.bo$0,0010.00*o.oo
-
Vendor ID: MPOWERCOMM Name: (iffl^wrer Communications
CleaalD: COLOOriginating
Co:

Voucher/Writeoff
PsymnnlMo. DoaNimihar TypaDoc DateDia DalePocAirxmnl PbcpBtBDloc Avail AmountCurrnm PttfoH31 — M Daysfll-MDays91 andOMr
—
OCOOOQZS37D MPO051S10 INVS/1S/30W6/SC010 $500.00tSOO.OO
Du»
—
Voueh { ): i/^tdTeMs:tsoo.oo soo.oo m.ooto.ootooo
—
Vendor ID: MSI SYSTEMSMime: MSI System IntegratorsCtoaa ID: fT EQUIP. Ortghiallnfl C :
Vouehv/WHlmfl
Paymcnl Mo.Doc Number Typa Poc DateDue DataPoc Amount OlBeDatB Ptue Avail AmountCuirmrt Periodai-BBDuys 61 -90 Daysirl andOrtr
—
0000002S339uru-inWV4/30/2010SfMfXtdSaSwS S3533.*!
PUB
-
Voucter(B): 1 Agod Totals:p^aaJtm.ooM.S38.M»JP M.OQ
—
Vendor ID: NASHVILLE EASTHam»: Naahvtlta 4 Eastern FtaJhoadClasalD; HOW FEES Origlnatfng Co:
Vouchii/WrttDofl
PaymsntHo,DooNumbw Type DocDattDucDitoDoe Amount DlieDMv tJIseAvall AmountCumnl Parlod 31-BODays81-BODaysIMondOnr
OOOOOKW03ziwe iws/isftoos wwwxw iTTi t2U.4i
Duo
—
Vouch»r(i: 1 flqad Totale: »aim .onmoolaooai*4i
—
Vendor ID: NED STAR 14627Name: NetiStar. Inc.Clan 10:MAIKTENANCOrtfllnat)n0 Co:
Voucher/Wrttoolf
Payment Ho.DeeMinirbar Typa Poc PitaDun DatiDoc Amount CHOC PaliDlac Avail AmountCurmrt Period31-60 Days61 — 90 Days91 UHlOmr
—
OOOOOOJ53T1M-1W4511 INV -)y30/201D9UV2010110,63$10.83
00000021372M-104AS112 INV 49018010 930AQ10O8S.M t88a.es
dub
Varomrji); 2Aged Totals; v&T.sa M.00MOT.68$0.00w.08
- —
Vendor ID: NED STAR 15386Name; Neu Star, Inc.ClasalD: MAINTENANC Ortglnsttng Co:
Vouehei/WrttMMf
PayrnentNa.Poc NumberType Doc DateOn DataDoc Amount DUcDalBDtacAvillAnwiiirtCurrant Period J1 — 80 Days H. BO Days91 and Dvar
—
0000002S295M-KM63504 WV 4/30/2010914Z010$400.00$400,00
e-_^ ?!2
-^»er»ef(a);1 Aged Totals: $40040WJ»moo.obto.oomjp
— —
Vendor ID: NEVADA POWEHName: Nevada Power CompanyClues ID: POLE RENT Originating Co: ^(.^^

Vouehar/Writaofl/oA^/7
Payinenl Ho. Ooc NumbarType Doc DataDua Pata Doc Amount DlicOatBmicAvailAmountCurrent Parted31-80 Days91-90 DaysA/Mgjmbr
-
00000025404 034002IHV 5/10/20096/9/2009 SI 00.00X OTTKKOO




 









 











	I I
)&: IR 3 * 1:MPMHISTORICAL AGED TRIAL BALANCE 0^^ ^
American Rber Systems
0000002S12403391BINV 4/WM10 VZWM10 $463.00 S483.00
00000025126033B5K)INV 4/2W2D10 S/2SJ2010$48.424,58 *4fl.424.5a
00000025316034003INV5/10/2010 6/B/W10140,444.56t4B.444,H
Duo
Veuetwti):4AgidTolale: llM3it 1U.444.M fU^OT^tH.W nw.w
-
Vendor ID: NEW HORIZONSNamo: New Horizons Computer Learning Canter ClanelD: OFFICE SUP OrtglrwdriB Co;
Vauchor/ Writeoff
Payment Ho.DocNumbirType Dae EUttDm Data Dpc Amount Dim OrtBPise Arafl AmountCurort firfed J1 — 60 Days61-BB Days91 undOw
—
000000254621059001INV Z/1SG0103/1B/2010tZ4B.OD4249.00
dub
—
Voach»f(»): 1Aged Tetel*: pUst.flowao00 »jqu^.ty
—
VondoflD: NEXTLEVEL BUSINName: NaMLwel Buslnass Systemsdata ID: CONSULTANT Originating Co:
Voucher/WfttKrfl
Paymcrsl Mo.DocNumtMrTypn Pac PfftnDun toteDoc Amount DI»cPlrt PlmAvnnAmountCurmrl Parted31-611 Daysei-80 PaysBlandOwr
—
00000024177D4V-001S10INV 2/3/2010 3/SfKWM.2CO.OO ¥4,200.00
00000024389INV-OO1S2SINV 2/13/25103/192010t1,6SO.OOC1,6».00
DW
VooctmrtB): iab !Totaie: *s,asgoo»,oo».oaiftooM.MQXM
—
Vendor ID: NIELS FUQALM me: Nlab Fugal Sons CompanyCtaw IDt MAINTENANC OriBlnrtng Co;
Vouehor/Wrlteofl
Payment Ho.DocMumbarTypa Doc Pot*Qua PitaP»t Amount PlicDBtaP!»e Avail Airinum Current Period81-60 Pays Bt — BO Pays 91 grot Owr
—
000000»11S719S7INV 4/29/2010(1/28/2010£20,452.31MO,4W.3l
Due
Voud»r(i): 1 A(3»d Totals: tao.tsajlg.QO U0.4sa.ai 10.00b.oo
—
Vendor ID:NOKIA SIEMENSNome: NoMa Slornons Network Class ID: OFFICE SUPOriginating Co:
VoULnvf/Wlttttofl
Payment Mo.DoeNumtarType PooDittDm DataPae Amount DlmPoUPto Avail AmounlCured Period 31 -60 Days Bt-BO Pays61 andQw
—
00000025059B4BT5S7TINV4/1B/OT106/3ft010S3J23.S4 S3.7M.SA
0000002513BMCa2B01INV 4/2GB0106/10/2010 tS1 394JOK.394.M
DOT
Voiichar(»):2Aged Totals:19,117.74VIM59,117.74 ».OO{fl.00
-
VsndorlD; OHIO BUREAU Name; Ohio Bureau of Workeis 1
CompensationClass ID: INSURANCE
Orlglnttlng Co:

Voucrwi/WrltooH
Payment No.DocNumb fTypaDocPirtBPimPBlaDoc Amount PteDatB Otic Avail AmoontCurrant Period31-60 DaysB1 — » Days 91 inJOw
—
0000002S373 113851071 INV SflOffiQIOE^S’2010S66.00W8.DO
^l ^^Tlof^
^pta*W- 1^ed Tolala: imjctaajo M.ooto.oo \/(^3f(pa
—
Vendor ID: OHIOUTIL Name: OMo UtDlles Pralacdon Service Claaa ID: LOCATESOriginating Co:”
Voucher/ Wrttanfl
Paymeoi No. Doc Nutnhir TypeDoc Dale dimgain Doe Amount DteeDtte DIscAvrilftmcniirlCunwrt PBrtod31 • 68 nays 81 -90 LJaysBlandCMir
—
0000002497) 78118 INV 3/31/2010930/2010 SSS8.eS 1528.85




 









 











	Cystam:SfiAOIQ3:81:34 PMHIQTORIPal ARFn THIAI RAI AWPFPom:18
UacrDile:tfUXIQ“IIS I WIIwU. AtaCU 1HIAL. BALANCEUwrlO: todd
American Fiber Systems

00000021223 7BS07INV4/30/Z01CV2CV2010 W22.50&22.50
Duo
Voucher^):2 Afled Totola:I1,1S1.3SJO.OO KZ3.50 (526.65fn,og
-
Vendor ID: ONE CALL LOCATENans:Orw Cafl Locators. LTD Class ID: LOCATES Originating Co:
Vouchv/ Writeoff
Payment Ho,Doe NumberTypoDoe DateDm CoteDae Amount DlteDateOho AvailAtnauntCmrenl Parted31-ep Days 81-90 Days01 ndOvwr
—
OOOOOOW9S4E6174HINVtf 12/2010 5/12/20)0 E409.40(409,40
OOX00250SOE81S81NV4/1fl/»105/ISR010£445,00M4S.OO
00000025241 E82I78WV4/26/20109/242010 1Z4.n J1Z4.60
OOOOOTOSZ21 E82430INV93/2010&WW10£231^0(231.40
00000025317 E686M INVS10720106A/SOIO 1356.00 (358.00
_ ou»
-
Voueharfr); sAqed Totals: »1,3ea,40t5S7.4aS879JQ M» pjo
—
Vendor ID: PACERKama: PecerSeivfce Center Claw ID: LEGALOriginating Co:
Voucrwr/WrilooH
Payment Me.pneHumtterTypg Doc DateDm DslaPac amount OlicDgttDlac Avail Amount Current Parted31-m DaysflV-KMJaysMmdOvar
—
OOOOOOM044ARMZJ-Q12010INV W/2010S/6ff010tIS.K415.92
Dun
vouehn^ej: iAgedTotalg: ~»15w.aa»ia. zSQJoSQjQO
—
Vendor ID: PAQF1CORPName: PaeHfcorp ClaeslDi CONSTRUCT. Originating Co:
Vouctnr/Wrttmtl
Paymcrrt Ho.Doc Hum bar Type Doc MaDIM Data Doc Amount OI»cDi1»Dine AvailAmountCurrant Pulad 31 • 60 Days -BO PaysPt ftndOvwr
—
00000024888 JLO84BS3INV 4/3/2010a/t/201DSJO.Wt».60
0000002500JU36SST1INV4/ZD/2010 6/18(2010Iel.85 401.95
B0000025344 CR2010-100138 INV 4/30/10106/2IW201013,411.72 $3,411.72
dub
VouctMn»: 3 Afled ToUle; ~ Oj&uam.oqa, J7 M.oo
»M
Vendor ID: PAR ELCETRICAL Name: Par Boctrical ContractorsClara ID: CONSTRUCT. Orlalncflng Co:
Vouehtr/WriUoH
Payment He, DaoNumbar Typs Dae DatiDu» Data Doe Amman PliePrtt Disc Avail AmountCumint Parlod 31-60 Pays il-aOJaysfllmdOy
—
0000002SOS11B1004001 IMV 4/1ti2MO5/29/?OiQ J1,350,00 J1.ZSO.OO
00000025062151004003 IMV 4/14/20105/28/20101035.64 t9»&
00000025508141005003 INV 5/21/ZDIOB/1/Z010 11.050,00 *1^50.00
=152 /TV ^/C^
Jpue»Mf(a): 3^ __^ AflBd Total a:P.23SJ4 11,050.00K.1B3.64 SP.OO^ /yffl
—
Vendor ID: PEPSl^OLA Name: Papsl^olacibmID: OFFICE SUP Orlglnallng Co:(-UL^
V uch»r/Wrltaoir
Paymenl Ho. OoeNumbpf Typ; Doc Cul Qua DateDocAmounl DlacPaljEH c Aval IAmoutrt CurTBUt Ptrted31-60 D^ys 61 - BO Pays81nd Over
—
0000002511535244754 INV4/27/9010 9/27/2010J363.35 W3.35




 









 











	V
a
•q
IRA.: KS* al!MPMHISTORICAL AGED TRIAL BALANCE»*J0:J^
;American Fiber Systems
Due
Vouchees):1Aged Totals:~KB33SW.OO 13&135$0.00 W.OD
., ^•
) Vendor ID: PICS TELECOMNemo:PICS Telecam Corp. Claee ID: CONSTRUCT. Originating Co: IDACOMM
jVouch**Writeoff
!Payment No.Dee Number Typi One Data dubPitadbsAmount m»e MePUcAvill Amount Currant Parted31 -MDays al -to Days91 •ndpygr
—— —
lf00000025173 1846B9-11HV 4/8/2010 S/7&010$7,488.57 ~ 7, 0.57
I D000002517Z 105079-1INV 4/B/Z01D 6/0/2010P.S2Z.77 W.SH.77
I
jDue
—
j VeueTtertB): a Aged Totals:nijB”* .)H,cn-M».wat.oo
—
! Vendor ID: PITNEY 9065946 Natna: PHney BowesC|M » ID: OFFICE SUPOrtglnallng Cc:
i Voucher/Wril»1\
I- Payment No.Doc Number Type Doc PateDundj|» Doc Amount DUc DaleDltc AvullAmountCurrent Period31-8D3ays81-90 Days91 andOvOT
—
I. 00000025503 a09594e-MV10iNV SSattOlO UB»IO
S69^c
$59.22
Din

Voucher^):1AflodTotela: S»ja*5BJagJOW.OOW.OO
-
^ Vendor ID: PRICE JName:Price, JosephCiena ID: ACCESSOriginating Co:
VoudMf/ Writeoff
Payment Mo.Doe NumberTypg DocOiteDm DataDoc Amount Pte DataOUc AvailAmountCurrent Ptttaq31 — an Daygtti-SODaya.81 mttHvt
-
OOQOQOZ5206 OS031041WVS/3/2010 TAI/Z01015,100.00S5.500.00
D»
Veueher{ ): 1 Aged Totals:tSfauJQtsjoaoo JQ».oo*OJ»
-
Vendor ID: PURCHASE POWERName: Purctiesa Powerdauo tt): OFFICE SUPOrlejlnetfnfl Co:
Voucher/ Writeoff
Paymenr No.Doc Number“lypn Due D te pubPetePoc Amount DtocDBteDisc AvailAmountCurrant PeriodJl-epqays61 -BO DaysM and Oner
-
00000025414 PUBOSMSOWV5/14/50106/4/W1O $77.67177.67
Pua

Vouctnrfe):1 Afl*d Totele:»TT.9TyTT.BTViOO MO».OQ

VondorlD: QWEST BOX 2904OName: Owosl Clasa ID; ACCESSOrlBlnaDna Co:
VotBhor/ Wrtttofl
Payment Me.Doc Numberfypg DoeDetoOu»0 taDec Amount OlscttrtipbaAvetlftrooufilCufTBfrt Period31-g Days61-BO DaysBlend Over
-
00000025433 QWE051310JMV S/13/2010 6y2/2010 S43.42*43.42
0000002S4Z4 oweosibio inv s/i9»ioawanoiso.6imei
Due,
Vouch r(»)ia Aflfld Totals: ~ *1MJH t134j09 KM tOOO ».OB
-
Vendor ID; QWEST BOX 29080 Name:Qwast aoes ID; ACCESS Originating Co: ,
Voucher/ Wrllauff’ \\” /f\ -/
nayment No.Hoc MumbeiTypg OocOBlBQua Dot*Pee Amount Ptec DaleDIocAvnnAmnimtCurrent Period31-60 naysBI-BOUaystLfilSSCL
-
H-J0002S435 L080017017-10127INV V7/2010SW1/KHO$83134*801,9* ^-f
0000002S4M ROB0023023-101Z7 INV 97/20105/31 ftOWt325.00M25.OO
00000025436 R590013019-10127 IMV W7/?D10 5/31/2410 S1.14l.171.141.1T
00000025374 R590014O4-I01Z7 INVS/7/2D105/31/2010 S3^1S.43(3,215.43




 









 











	I
I
lyil m:6WI01D3:11:34 PMHISTORICAL AGED TRIAL RAI A.HCF Peg*:»
IxrDila:W2/2010nla ‘ WMIUML. AlaW INIML. DALJWlCIhirlD: lodd
:American Fiber Systems
dub
Vourt»r(i): 4 Aged Totals: ~ is,il3,w Ct&iS* uoa »J» woe
Vender 10: QWEST BOX 52167 Kama: Qwest
Chum ID: BANDWIDTH
Originating Co:
Voucher/ Writeoff
PaymerU Mo.Duo MumbarTypeOne patePut MMDoc Amount Dl e Pat*DIM Avail AmcunlCurrwil P rlcxl 31-60 Days61 — 80 Days91 and Over
-
ODOO002S210 1103845387 CRM4/23/2010(I1.532.BB) (SI.S32.68)
Due _^ _^_
Vnuehar( ):1Agqd TotelB!’[|f,3W.rjlJJpoa ffT.63a.68jtc.potfjo
— —
VandorlD: QWEST EAST THOM Name: Qwest Communications
ClaasID: ACCESS
Originating Co:
Voucher/ Writeoff
Payment No,PecHumbarlypaDoc PitaPut Oat*Doe AmoUnl Mac OateDtecAvnB AmountCinmnt Pariod31 — 68 Daysat — an Days81 undOvw
-
0000002S376 “302044 INV5/15)20106/H/2010 tT17.624117.BZ
Pun
—
Vaucharl*): 1Afl»d Totals:*117^3 *1iT.az MJO$0.00M.OO
Vendor TO: SOUTHERN COName: Souttiom CompanyClaw ID: POLE RENTOriginating Co:
Vwhw/ Wmaafl
Payment Ho,Doc NumbTM-Typa Doc DirtnOuaPatepnoAnnmm Otoe 3rt»tHacAfallAmountCurrent Pwlod31 • BO Day*.al-MDaysfllnndOw
-
OOOOOOK38001A2S3INV*tSftw1oswyanuS138.60S13S.60
0000007S37B019283INVVIS/iOIQ^30/2010(1^00,00 f1.300.0a
00000025378018285INVSHS/XlW930001011,250.00 It^SO.00
D00000253770192WINV3/1*2010 300I1II1,BOT.C» J1.BOO.OO
Dm
—
Voucnen»: 4 Aged Totals: ~i4.48a.OD M.4aaap to.OOHUB IQJQ
—
VondorlD: SPIRIT UNDERGROName: Sprfrit Underground LLCClaaalD: CONSTRUCT.OrtglnaUnfl Co:
Vauehaf/ iWrtteon
PayirmntNp.DocNumlxrTypi Dae Opt*Pm DateDoe Amount PtocDatoDltcAvrilAmountCmroirt P ftoJ31 • BO BaysBI-BDDays»1 aodOvaf
-
000000249440900T3-A1F(JV 3/31/3010£130/2010$22,295,05$22,285,95
Dm ,
—
Vouchor(t): i AjedTotala:kb,»s,hub ».»cajBS.95 tftoo^
-
VandorlD: SPRIN-9259T7721Name: Sprint Class ID:MONITORINGOriginating Co:
Vouchtr/ WtttBott
Paymentmb. Ope NumberTypa Doc DateDm DateDoc Amount Mac Pat*Plot Availflmeinrtcurram Porlod31 -eppaysfll-BOPaysBlandOwr
-
0000002S3B1SPHOS03IOMV 5/61/2010EV7/M10MflSlS 2,OS4^4
Due
Vouct»r( ): 1 AfledTotats:|8M.94.981.M tOJOQ10.001000
—
JZaadorlD: SPRINT 1307S810Nama: SprtnlGlen ID: OFFICE SUPOriginating Co:t,^
=rpwrf WriteoffxO f f
_J^mgni Ho.PocNumlwrTypa Poe DataQua DateDoc Amount Oj»cP l»p[»c Avail Amountcurrent partedat-60 Days81 — 90 Days91 iWpyf
-
oooooozszfizspftosmo inv 5 /1172010 a/i0/2010 mtbjhwtb.ob l/L/’
*jf
Due
Vouch»r(B):1 Aged TotalB;VtTBMWTCJflaun ».OOM.OO
—




 









 











	^MMe:SwSw »»"»HISTORICAL AOtO IHIAL HAUWMUfcfty,,,.j^
American Fiber Systems
Vendor ID: SPRINT 13103742Name: Sprint Data SarvteeaCla»u ID: BANDWIDTHOriginating Co:IDACOMM
VoUEhvr/ Writaofl
PaynpnINo.DooNurnbw Type OneO t» dubOilsDocAmourrl DIM Del*DtecAwllAraomrlCurrenl P rtnd31- to Days81-80 Days81ndOv»r
-
00000024537 ASPR030310CUM 3/3/2010 ($80.00)(US.OO)
Due
Voucher;*):1AgodTotefe:pin.Uf)»,(*». {m»J“O.K)
—
Vendor ID: STAKE Numo!Slake Center LocatingClaan ID: LOCATESOriginating Co:

Voudwr/ Writeoff
PaymcntMo.Doe Him barTypoDoePal*DiaDetopoc Amount DlteDoteOUcAvnn Amount CumnrtPurtod31 - 60 Days61-80 Days91andpvnr
00000024839 103139 WV3f3V20105/30ffi010JS.175,50»S,irS.SO
OOOOOOZ49BO109138MV3/31/ZOIOMO/2010 S3.762.0OS3.762.OO
0000003488B1091SSINV3/31/30105BQfc010 tl.S9S,59ft ,$95.59
OQOD002SZ431092BSINVV3Dj»IO8/2S/I010C3.762.00 $3,762.00
TO00002S177109268INV4/3Q/Z0106/29/2010t5,17S,50 »S.176,SO
OOOOOOZ5Z221OK82INV4/30/201032B00IO 13^32.39 ^232,39
Ota3
-
Vouch ( ):aAflWlTotllB;ttJ,7OZJ6 ».fXIS12.1G9.B3 i 10^33 JB BJJO
-
Vendor ID: STATE DIV OF LAHems: Stale Division ot Land* Claw ID: MAINTENANC Origlnattng Co:
Vouehar/ WrtootT
Payment No.PocHimbtf1 ypDoe D*tfQua Pit» Doc Amount Dl e ft tBOl c Av»ll Amount Cuir frt Petjod Jl — 60 DaysBI-MDays »1BrnlOviir
00000025460O WO 52410INV5/E4/20IOS/24^10£3.000.00$3/100.00
Qua
-
Voudvr(i):1 AflsdTotefB: ~ 3jODOJOfa/nodO»MU»W.OO
V nrforlD: SWITCH COMMName: Switch Communtcairons Group ClaBolD: CX)LOOrlglnaUnfl Co:IDACOMM
Voucher/Writaofl
Payment Ho.pne NumberTypo Doc Cut*Dm PitaDoeAmount DheDrta DlacAvrtl Amount Currant Potted31 — 60 Days BI-BODays91 and Over
-
00000025437SCQ.14009HINV S/1S/2O106M/2010*ao.818.&S $20,610.65
Dug
Vouer»r{»):1Aflsd Totals:ZK,U!t,ii tsO.KIfl.ag-tp»JKKM
-
VandorlD: THINK SOLUTIONSMania: Think Solutions, Inc. daaa ID: OFFICE SUP Orlglnatlne Co:
Vgucfnr/Wrttwrff
Payment No.Dae HumbarTypoDoe OttaDuo Pal»PoeAmourrt Dine Data Plac Avail Amount Current Parted 3|.8CDays61-ao nays91 and Oi*r
-
0000002S3457011IMV ^30/MIOSOOffiOlO 5125,00 (125.00/
-.^r
V»urtiar(a)! 1 Ag d Totals: 1125.00jq.ao1125^0wjo*?¥?
-
pLndorlD: TRAVLERS1848YName: TravelersClass ID: INSURANCE Originating Co:
JSouctar/Wrilooff
Payment No.DocMmrrtMr1’Vpe Doc Pale dimDate Doc Amount Ol c Date DlncAvaHAreountCurrent Pprtod31-6ODay561 — 90 Days 91 and Ovnr
-
00000022574TBA1M509TNV10/5/2D391Q/SC009 425,235.00 S2S.235.00
00000016488PUT (W,09S.9S)
00000014586PMT(18.467,47)
00000016244PMT($2.095.96)
00000015497PMTt»J»S.B4)




 









 











	lyalam:slgfaHtt3:5134PMMKTODICAL AGPD TRIAL RAI AKIPFPefK22
latrDatK B/2/3010nralUMIWM. AtaCU I Ml l_ BALANCEUwWlD: (odd
American Fiber Systems
00000014642 pMT(E.M5.B2)
KW00015781PMT(H,095.B3]
000000(5970 PMT (R.OSS.93J
00000015143PMT (S2.095.B2]
Dun
—
Voittteffo): 1 Aged Totals:ajaassT »,oo»o.oo nun ,ws.ff7
Vendor ID: TRAVLERS6B43XA Name: Travelers
Class ID: INSURANCE
Originating Co:

Voiwhnr/Writeoff
Payment Ko.DoeHumbtf~ypiPun OnU pubDatePocAjnounl Dim PaliDIM Avail Amount Current Ptrtod ill-60 Days81-80 Days91 md Over
00000073322 TRA010510 CRMW2Q10 (1588,00)[JS8B.OO)
OOJ0002M03TBAOSOS10 CflM V5/2010 (1689,00)(JM9.00)
00000022573 TTW100509 INV10/SR0091Q/WODB W3,BO8.00 WaflOB.OO
000000)6489PMT ($7,052.41)
OCO00033S37CRM (PI. 9*8.57)
Q0000014SSSPMT (121^0633)
OOOOM1S49e PMT (M.9W.80]
DOOOW14643 PMT (1S.3Z4JS)
00000015762PMT ff ,S60.S!)
0000(015971PMT W7.381.SO)
00000015144PMT(W3W )
OOOOOtea^WTRA1207O9 INV12/7A0091Z/7/J009S13.840.00 $13,840.00
0000001SZ4S PMT(57,396.90)
00000024941 TRA04OS10 INV 4/&0104/5/2010$45.00 !.
Qua
V»udwr( ): sAgcdTotala; ~ 17,092,41 (W89.MJ) 45XD saooST,8M41
VincfortD: TULSA BUSINESS Name: Tulsa Business Cemere, Inc.
Claw ID: RENTOriginating Co:
Vouctwf/wiimn
Payment Ho.Doe NumberType Poo Data DuBPalaPoc Amount O)»eD»t»DlncAvnH AmaimtCuminl P r1od 31 — 60 Days 61- 80 Daysft frt()**’
-
000000254*3 TULD51S101NV WlSftolOW/M10 £350.00S3SO.OO
Due
-
Voucti t ):1Aged Totals:oso.ooP50.00P.oo ».bo o,oo

Vendor ID: TW TELECOM3077SNanw: TW TelecomClara 10: OFFICE SUP Orighwtlna Co:
Voucher/ Wrltooff
Payment No.Poe Hunb»rTypo Pec D t»Dun P»l»PoeAmaunt P1»e PalaDl»c Avail AmountCuimrt Parted31 — BO Days»1-9DDays BlandOvw
-
OOOOT02S52903S7BZ30INV9/20/2010 5W2010$4.107.37JH.107^7
D\K
Vouchee):1 /^ J Tottda: *4,1Q7J7S4.107.37 WOOtO.OOBI.OO
-
Vendor ID: USACNamo: Unfvoraal Service AdmlnlelraBva Company (Usac)ClaaslO:TAXES OrlglnailnB Co:
Vouchw/Writeoff
PaymBnl Mo.Dec NumbifTypa DoePilaDueDntPDoc Amount Din Pat*Dine Avail Amour I Cmrwrt PeriodM-BDDays81 — 80 Days91 and Over
-
00000025436UBDMZ1388INV 5/S1/2010Effi1/2010St5.3SS.72 i1S.33e.72
^*»rtY7K-^
-
•J&uctHTt.)! 1Ag d Total»:Ts33H.T25,33a7a MJO »JQ ^te^^
- -
Vendor ID: USIC LOCATING Name: USIC Locating Services, Inc.
Close ID: LOCATESOriginating
Co:
VoiMJhorf Wrlhnlf
Payrienl No.Pec Hum barTypo Pee DataDue PateDocAmounl DI»cP»1»Dlac AvailAmounl Current Pariod31-90 Days8 -flODays01 mdOynr
—
00000025434 HV-0410-AMenWWIMV 4/30O010B/Z9VW10 $5,007.82 M.OD7.S2




 









 











	ayftrom:vtJi&ttuj;ai;a^rmMiVTMUir’Ai au^n ufaiMaiami-a-•tr»
U rD le: WW10HI&1UHH.AI. AVitU I MHU- tJAUANUCuCrlD: todd
American Fiber Systems
di»

voueirotti); i Aged Totals:(5,007.02so.oots,oo7,ffl nun10,00
-
Vendor ID: UTILICOM SUPPLYName:UlKcom Supply Associates ClaK: MAINTENANCOriginating Co;
Voucher/Writeoff
Paynientjte. Doc NumberTypeOocDrtaPu» P l toe Amounl DlacDirH)Dine Avail AmountCurrant Period 31-60 Pays 81 -90J)aysH»BdOVBr
—
D0000025I3S1B75B INV8/27/70107/2G0DIO »19338J1OT.99
00000025537 18709 INV VZT/20107^2010fMB.BQ M49.BO
Dun
Vouch»r(»)i ^ Aged Totals: 1543,78K43.7B*ojmMw.oo
Vendor ID: UTIUTIES CONST Name: LWIIBes Constmctton CompanyClaeelD: CONSTRUCT.OrlglnaHng Co:
Vouch»r/WrflBoff
Paym^nlHe^Dae Hum her Typs Doe D |aDm DataDocjimmni DlieDrta 0 lie AvailAmount Current Parted 31- 60 Days61-80 Days 91nd Over
—
00000024680 B1ZOIUV 3/ZVM108030010 15,825,00 15.025.00
00000024866 G127INV 4W»10(VSPOIOZ,’B5.00 12.185.00
00000025144 8139[NV 4/ZBV20108/27/2010 $2,1170.00K.B70.00
9000002S407 B3000 INV Vt-WOOB 7/13/2O1C $720.001720.00
dub
Vouehurd): 4 Ag*d Totals:HjJBMB iffioc »J.c“ji3 Kfasxo moo^
—
VanderlD: UTIUTIES PROT Name: UtlGties Protection Canter, Inc. CtaasID: LOCATES OrlglnBllnfl Co:
Voucher/Writeoff
Pnytncnl Mo. Dec Nurnftar Typo DocP 1eOU»pat»Pee Amount DI»eD t»ra? r? tytfnflmnuntClirmnt PnHori 31-g»3,tys 81-90 Days 9\ *n4 Ovw
—
00000024870 MKW34-4 IKV 4/1R610 ^31/2010 12.044.83 SZ.044.63
00000025346 Ml 0634-5 INV 5WM10 efiUf&lO 4Z.044.83 S2.044.B3
DJM
Vouchan;*): a Agod Totals:kjmsmttftt^Xt M.044^3 *0.00
O.OQ
Vendor ID: UTILITY SUPPORTNemo: Utity Support Systems. Inc.ClaenlD: CONSTRUCT. Originating Co:
Vouetwr/Wrilmfl “t~V7
Payment No.Doc NumlxrType Dee PateDm D teDocAmaiMt PtocDmaDtocAvtllAnmuirt Curr»BP rtod31 -» Liays1-BO Days91 andjoxgt^
—
00000024460IN-97438INV3/ZffiQ105^1/2010(2,114.00 »a,114.00P*^
00000024547IN-S75OOINV3W20106/7/2010*34^O».13$$4.909.13
00000024714IN-07716INV3/23/1010921/2010$2,343,00 (2,343.00
00000025174[N-9B033INV4/28B0107/Bfl0114^63.00 114^63.00
000000253971N-9842DINV5/13/2010B/llffiOlO 119,419.90 119,419,90
-ODpOOOZKIlSIN46423IKV5fl3/20106/11/2010f3,776.GO t3.77S.60
jJx)OOZS4flSW-WSIBIKV5/21/2010B/1EIWHO1875,50J8TS.SO
dh
Vouctn^B): 7 Aged Total81J77,BOl7l3I24JQ72.00 I14^O3,OO 9,368.13$11.00
-




 









 











	ufimK W/SIS*"••""* HISTORICAL AGED TRIAL BALANCEft"^ ^
American Fiber Systems
Vendor ID: VERIZ-280163-01 Mama: Verizon Wireless ClaealD: OFFICE SUP Originating Co:
Voucher/ Writeoff
Payment Mo. Doc Hum bar Type Doc PaliQua Dito Doc Amount
PI»eOaH Dim Avail Amount Cufrenl Period 31- 60 Days ai — SO Days »1
BndOvi
0000002S439 23384B63A6 INV 97/20105/ZTffiOIOSS,556.9Q E5,SS6,flO
fr*
Voucftarja): iAgod Totals: tVSMWsif&.aottunpusrt.O
Vendor ID: VERIZON BUS-Y2GName: Verteon Busloasa Close 10: COLOOriginating Co:
Voucher/ WrHion
p jymcni jte.Poc Numb* Type Ooe DulnOunOit*PocAmounl Dine Date DtoAvillAmountCurr nl Period31-60 Days61-M Days31 ind Ovt
-
OOOOOOZ5Z94 OSS079M IHV 5/1C/20106/9/Z010S1.108.Sfl $1,106,58
Du»
Vouetarl*):1 Afl 4 ToMa;” 11,100.38 yi.lOBJB UJOO tOJC W.O
VwdorlO: WALKER ASSOC.Nam»: Walker and Associates Class ID: EQUIPMENTOrlgUiaUng Co:IDACOMM
VoueJwrJ Wrrhntl
PgymanlHe. PocNiimlurT ype Doe DatePup Date PocAmoiart
Dime Onto DteeAvsll Amount Cutrerrt Parted 31-80 Days al — 80
Days 91 and Ovt
oooooo2Moairvfoosoisre twsftvsaoawio/awo cmra *?ib.s
00000025443 !NC05OiW3 1NV V1W0106/17/M10W.S21.18 W^2t.1B
tXaOJXBSSOB INDOB03403 INV 931/2010920/2010 C438.GBMW.6B
OOOOOQZSSD7 IN00503404 INV ^Z1J20106/SHOO^O $4B3.42(4B3.43
OOOODDZSS36 IN00503KS INV V25/20106^4/^)10K40.08£240.M
Dos
vouctnrf*): a Afl*dToto)8: ~js.sos.97 KjsaiM tooo(oneib^
Vendor ID: WESTCOM, INCNom»; Wsslcom, Inc. ClaaelD: CONSTRUCT.Ort0lnaflng Co:IDACOMM^^
Voudwf/Witlaon*r
Payment jte. DoeNumbar “ypn Doe D»t» dibD t» Doe
Amount DHcP^B Dite Avail Amount Cmrnnt Period 31 — SO Days
1 -BO Days 91 and Ova
OOCODQZ+403 10-7B16 INV2/26/2O10S/2Bf»\0 fsg5.00 M9S-O
OOOOD024S64 10-7B10INVtV5fc010 e/3/20tOSS.BGOjOO W.B8D.OO
OCOUmtSM 10-TB41INV 4BC0108(W»IO SS95.00tS8S,00
00000024565 10-7847INV 3/^20106W»IO SJfiS.OOSZ5S.OO
00000024658 10-7B84INV3fl2fl0100000010SZ.3SS.OO fZ.3S5.OO
0000002468110-7B94 INV424J2010922/2010 *765,001785.00
00000024849 10-7685 INV 3^4/20106/Z2/20tO»S,1OO.flO 15,100.00
00000024B5010-7895-2INV3/24/2010S/22Q01041,110.00 (1.110.00
El
^90002402 10-7897 INV3/23/20106/23/2010 W60.00 $£60.00
00000024B49 10-7034INV4J5/20107/4/2010 C920.00£920.00
OOOOOOZ4BM 10-7935 WV4/S/20107/4/2010 J170.00J170.00
D0000024957 10-7963INV4/13/20107/12/2010 13,375.00 $3^75.00




 









 











	shm* MSa:51:MP *HISTORICAL AG6B 1HIAL bALANCt £5^^
American Fiber Systems
ODOOOOIMBSe10-7965 IHV 4/I4/SHO7/13/2010 tt.SS5.00 2.SSS,DC
253201D4DQO INV S/11/2010fl/B/2010i1B.aea.35*19,280JS
253211040MINV 5/14/3010B/12/2010$4,131.00 W.131.00
00000029460 10-B083 INV 3/ZO/Z010B/IIV2C10W.57S.OOW.S7S.OO
oooow2s elo-eoas inv ^21/2010a/ia/aoio »470.oo W7o.oo
0000002546710-8OM INV ^21^010B/1B/M1D$1,505.00$1.505.00
00000045S1SKMOB7INV SttSOOWfl/23/3010W.004,50 ».OM.SO
C0000025S1610-aoea inv9 292010e/za/2oio K,U2_so w.iiz.m
Pun __
-
Vouchw( ): » AfledTotda: 184,48345no^iTBJS*7,izojKi 51 , 700.00isas.oo
VandorlD: XPEDX Nama: Xpedx daaa ID: OFFICE SUPOriginating Co:
Voucher/Wrltwfl
3 RyrTK-ilMo.DocHumbcrTypDoc Dal*Due Data Dae Amount DhcDotaDUc Avail AmountCurrant Period31-60 Days 81-BO DaysS1tn4Ow
OOOOOQ2S388 212OS4 INV 6/3/2010TOftOiO (402.44(402.44
d» ATjA.A.
Vouch»r6i): iAged Totefe: van** vmMjoao mj» $ 0?
—
VendoraQua, Currant Period3t — 60 Paw61 -flOOava91 andOuar
-
Vendor Totals:12012^44,831.00$974^ ajiiiaBz,is4.iojisi.osaTi 3sa,es2.»






 









 












	shm* MSa:51:MP *HISTORICAL AG6B 1HIAL bALANCt £5^^
American Fiber Systems
ODOOOOIMBSe10-7965 IHV 4/I4/SHO7/13/2010 tt.SS5.00 2.SSS,DC
253201D4DQO INV S/11/2010fl/B/2010i1B.aea.35*19,280JS
253211040MINV 5/14/3010B/12/2010$4,131.00 W.131.00
00000029460 10-B083 INV 3/ZO/Z010B/IIV2C10W.57S.OOW.S7S.OO
oooow2s elo-eoas inv ^21/2010a/ia/aoio »470.oo W7o.oo
0000002546710-8OM INV ^21^010B/1B/M1D$1,505.00$1.505.00
00000045S1SKMOB7INV SttSOOWfl/23/3010W.004,50 ».OM.SO
C0000025S1610-aoea inv9 292010e/za/2oio K,U2_so w.iiz.m
Pun __
-
Vouchw( ): » AfledTotda: 184,48345no^iTBJS*7,izojKi 51 , 700.00isas.oo
VandorlD: XPEDX Nama: Xpedx daaa ID: OFFICE SUPOriginating Co:
Voucher/Wrltwfl
3 RyrTK-ilMo.DocHumbcrTypDoc Dal*Due Data Dae Amount DhcDotaDUc Avail AmountCurrant Period31-60 Days 81-BO DaysS1tn4Ow
OOOOOQ2S388 212OS4 INV 6/3/2010TOftOiO (402.44(402.44
d» ATjA.A.
Vouch»r6i): iAged Totefe: van** vmMjoao mj» $ 0?
—
VendoraQua, Currant Period3t — 60 Paw61 -flOOava91 andOuar
-
Vendor Totals:12012^44,831.00$974^ ajiiiaBz,is4.iojisi.osaTi 3sa,es2.»






 











 





Schedule 5.7 — Indebtedness

as of May 31, 2010




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Principal	 	Accrued	 	 	 	 
	Debt	 	Owed	 	Interest	 	Deposits	 	Total
	Comerica
	 	 	12,120,000	 	 	 	143,757	 	 	 	 	 	 	 	12,263,757	 
	CoBank
	 	 	8,080,000	 	 	 	95,838	 	 	 	 	 	 	 	8,175,838	 
	TriplePoint
	 	 	39,486	 	 	 	19,204	 	 	 	(16,245	)	 	 	42,445	 
	Fidelity
	 	 	9,530	 	 	 	—	 	 	 	(2,623	)	 	 	6,907	 
	Bank of America
	 	 	50,598	 	 	 	—	 	 	 	(6,548	)	 	 	44,050	 
	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Indebtness
	 	 	20,299,614	 	 	 	258,799	 	 	 	(25,416	)	 	 	20,532,997	 






 









 










 









 






Schedule 5.8 (continued) — Guaranties, Bonds



Comerica Bank:



Company
Unconditional Guaranty of American Fiber Systems, Inc. (“AFS”) & American Fiber Systems of
Georgia, Inc. (“AFSGA”) debt to Comerica Bank, dated 01/13/06.



Idacomm, Inc. Unconditional Guaranty of AFS & AFSGA debt to Comerica Bank, dated 02/02/07.



Company Affirmation of Guaranty & Security Agreement of AFS & AFSGA debt to Comerica Bank dated
02/02/07.



Company & Idacomm, Inc. Affirmation of Guaranty & Security Agreement of AFS & AFSGA debt to
Comerica Bank dated 10/22/07.



Company Affirmation of Guaranty & Security Agreement of AFS debt to Comerica Bank dated 04/21/08.



Company Affirmation of Guaranty & Security Agreement of AFS debt to Comerica Bank dated 04/07/09.



Company Amended & Restated Unconditional Guaranty of AFS debt to Comerica Bank dated 10/30/09.



TriplePoint Capital, LLC:



Company Parent Guaranty Agreement of the debt of AFS to TriplePoint Capital, LLC dated 08/22/06.



Company Parent Guaranty Agreement of the debt of AFS to TriplePoint Capital, LLC dated 04/03/07.




 









 






Schedule 5.10(d) — Liabilities




	 	 	 	 	 	 	 	 	 
	Item	 	Description	 	 	Balance	 
	None
	 	 	 	 	 	 	 	 






 









 





American Fiber Systems

Schedule 5.11(a) — (r) Interim Changes since 5/31/2010




	 	 	 
	Section	 	Response
	5.11(a)

	 	none
	 
	 	 
	5.11(b)

	 	None
	 
	 	 
	5.11(c)

	 	None
	 
	 	 
	5.11(d)

	 	None
	 
	 	 
	5.11(e)

	 	Invoicing received since April 30th over limits - Over $200k
- LightRiver Invoice 000469, 6/11/2010 for $277, 251.16 for
equipment for Verizon Wireless LTE project in Boise, Over
$1.5M aggregate - None
	 
	 	 
	5.11(f)

	 	None






 









 





American Fiber Systems

Schedule 5.11(a) — (r) Interim Changes since 5/31/2010




	 	 	 
	Section	 	Response
	5.11(g)

	 	None
	 
	 	 
	5.11(h)

	 	None
	 
	 	 
	5.11(i)

	 	None
	 
	 	 
	5.11(j)

	 	None
	 
	 	 
	5.11(k)

	 	None
	 
	 	 
	5.11(l)

	 	None






 









 





American Fiber Systems

Schedule 5.11(a) — (r) Interim Changes since 5/31/2010




	 	 	 
	Section	 	Response
	5.11(m)

	 	None
	 
	 	 
	5.11(n)

	 	(i) None except Employee Retention Bonus Plan approved by Board on
May 1, 2010, and amended June 23, 2010 (see Schedule 5.25(m) -
Contemplated Transactions
	 
	 

	 	(ii) None
	 
	 	 
	5.11(o)

	 	None
	 
	 	 
	5.11(p)

	 	None






 









 





American Fiber Systems

Schedule 5.11(a) — (r) Interim Changes since 5/31/2010




	 	 	 
	Section	 	Response
	5.11(q)

	 	None
	 
	 	 
	5.11(r)

	 	None







 











 









	Schedule 5.12 Accounts Receivable Aged Invoice Report Sorted by Customer Number All Open invoices — Aged as of 05/31/2010
American Fiber Systems, Inc. (AFS)
Customer/InvoiceDue DatesDiscountDays
Invoke DataNumberInvoiceDiscountAmountBalanceCurrent30 Days40 Days60 Days90 DaysDelq
0002650City of AlpharenaContact; Stephanie CockranPhone: (678)297-6059
5/310010D01437HN6/30/20100002 675 002 675 00000000000000
Customer 0002650 Totals:0002.675 002 675 00000000000000
0002717National Exchange Camer AssoContact Rober KeltasPhone: (973)664-6255
5/31/2010001454 0-IN6/30/20100001.700 M1700 00000000000000
Customer 0002717 Totals:0001.700 001700 00000000000000
0002718NuVox CommunicationsContact Sean CatheyPhone; (964)672-5824
4/30/2010D014180IN5/30/201000024.767 0000024 767 000000000001
5/31/2010D014541-IN6/30/201000024 767 0024.767 00000000000000
Customer 000271B Totals:00049.534 0024 767 0024 767 00000000000
0002719FiberLight LLCContact Susan EulbergPhone: (678)347-9255
4/30/20100OI41BMN5/30/20100003.400 000003.400 000000000001
5/31/2010DOt4542-tN6/30/20100003.400 003400 00000000000000
Customer 000271S Totals:0006.600 003.400 003.400 00000000000
0002766Source Technologies LLCContact: Knsten GaKineauPhone: (704)969-7501Extension: 537
5/31/20100014374 IN6/30/2010000670 00670 00000000000000
Customer 000276B Totals:000670 00670 00000000000000
0002767Fredrick J Hanna & AssociatesContact: Jesse PaitPhone; (770)966-9055Extension: 3072
5/31/2O10D01454 3-IN673072010000B.807 206 807 20000000000000
Customer 0002767 Touts;000B.S07 206 607 20000000000000
0002772Prosecuting Atty’s Council GAContact            Lee HamptonPhone: (404)232-0961
5/31/2010D014S44-IN6/30/201Q0001.302 201.602 20000000000000
Customer 0002772 Totals:0001802 201602 20000000000000
0002773Johnson Feny Baptist ChuietiContact Mickey TaylorPhone: (876)784-5250
5/31/201CD0143751N5/30/20100.003.091 123091 12000000000000
Customer 0002773 Touts0003.091 123091 12000000000000
0002774Neutral TandemContact Jon ClopionPhone: (312)3648035
Ml/20100014376-IN6/30/20160006.050006.050 000000.00000000
Customer 0002774 Touts:0006 050 006050 000 00000000000
0002775Southern Insurance UnderwriterContact Robert FilipovichPhone: (678) 49B-4694
5/31/2O100014545-IN6/30/20100.002 053 502.053 50000000000000
Customer 0002775 Totals.0002053 502 053 500000OD000000
0002779Jones Lena LaSalle Americas Contact Tom JoycePhone; (770)423-8100
4/30/20100014185-lN5/30/201000076 B40007BB4000000000I
5/31/2010001454 6-IN6/30/20100007JB478 84000000000000
Customer 0002779 Totals:000157 687BB47BB4000000OIK)
0002786Cobb County Sheriffs OfficeContact Christy Phone; (770)499-4728
4/30/2O1000141861N5/30/20100006O0O0000600 000000000001
5/31/20100014547 IN6/3072010000600.0060000000000000000
Customer 00027B6 Totals:ODD1.200 00600 00600 00000000ODD
0002796TDC Systems IntegrationContact Antono DozierPhone: (770)805-9300
4/30/2010D0141B7IN5/30/2010000400 92000400 920000000001
5/31/20100014548-IN6730/2010000395 00395 00000000000000
Customer 0002796 Totals:000795 92395 00400 92000000000
0002811Mind Harbor IncContact: Craig SmithPhone: (678)696-4287
5/31/20100014377-IN673072010000612 50812 500000000.00000
Customer 0002B11 Totals:000612 50812 500000000000 00
0002815MARTA. Altn Lifa HerronContact CynthiaPhone: (404)848^601
4/30/201000141B8-IN5/30/2010DOT9.020 000009.026 000000000001
5/31/20100O14549IN6/30/20100009.026 009 026 00000000000000
Customer 00O2H15 Totals:00016.052 009 026 009 026 00000000000
0002822American Viatical Services. LLContact Belnda HowardPhone: (678)388-2104
5/31/2010D014378-IN6/30720100001.962 201.982 20000000000000
Customer 0002B22 Totals:0001 912 201582 20000000000000
0002841Seels Pharnia incContact Venus TayiorPhone:(678)459-1460
5/31/2010D014379-JN6/307201000014.000 0014 000 00000000000000
Customer 0OO2B41 Totals:00014.000 0014 000 00000000000000
0002842Alte Care CorporationContact. Daren Dousto
n (CFO)Phone: (770)870-2859
4/30/2010D014019-1N5/30720100002 044 000002 044.000000000001
5/31/20100014380-IN6730/20100002044 002.044 00000000000000
Customer 0002842 Totals:0004 088 002044 002 044 00000000000
0002843Learn. IncContact. TiaPhone: (770)218-0972Extension: 114
4/30/20100014189 IN5/30/20100001696 000001,696 000000000001
5/31/20100014550 IN6/30/20100001720 001.720 00000000000000
Customer 0002843 Totals:0003416 001720 001696 00000000000





 









 












	Accounts Receivable Aged Invoice Report
Sorted by Customer Number
All Open Invoices — Aged as of 05/31/2010
American Fiber Systems. Inc. (AFS)
Customer/InvoiceDue DatesDiscountDays
Invoke DataNumberInvoiceDiscountAmountBalanceCurrent30 Days40 Days60 Days90 DaysDelq
0O02855Scientific Games In[ ] IncContact: John CzerwmskiPhone; (770) 663-6889
5/31/20100014551 IN6/30/20100 002 906 402906 40000000000000
Customer 0002855 Totals:0002.906 402 906 400 00000000000
0002666Technical InnovationContact; Fred InneaPhone: 1770)441-5205
4/30/2010D014191IN5/30/2010OOO1.390 500001390 5000COOOOOO1
5/31/20100014552tN6/30/20100 001.390 501390 50000000ODDOOO
Cualomer OO0265E ToUb.OOO2.781 001 390 501.390 50eraOOO000
0O029D6Laval 3 Communications LU: Contact Jonathan HagarPhone: (720)888-1312
5/31/20100014381-IN5/30/20100001.620 001620 00000000000OOO
Cualomer 0002906 ToUb:0001.620 001620 00DOOODD0 00OOO
D002911Focus BrandsContact Marcella FisherPhone; (404) 705-2061
4/30/20100O14192-IN5/30/2O10OOO2.7B2 000002.782 00000000OOO1
5/31/20100014553-IN6/30/2010OOO2.762 002 782 00000000000OOO
Cualomer 0002911 ToUb:0005564 002 7B2 002.782 00000000000
0002917PBrodigm Telecom IncContact; Brenda CozjahrPhone: 1650)969-7970
5/31/20100OI43H2-IN6/30/2010ooo1.344 391344 39000OOO000OOO
Customer 0002917 Touts:0001 344 391344 39000000oooooo
0002920VoceNauon LLCContact Jey ReaderPhone: (678)318 1300Extension: 113
5/31/2O10D014383INsvarano0.00777 60777 600000.000D0OOO
Cualomer 000292D ToUb:000777 60777 60000DOO0.00OOO
0002923Red Pnsine Ralfll PraduclivilyContact Mary LeverancaPhone: (262)317-2254
5/31/2O100014554 IN5/30/2010OOO4.025 004 025 00000000OOO000
Customer 0002923 Touts.0004.025 004 025 00000000OOOOOO
0002925nlerConlrnenl£l ExchangeContact: SheliaPhone: (770)857 2410
5/31/20100014555 IN6/30/2010OOO25.5301125 530 11OOO000000OOO
Customer 0002925 Touts:GOO25.5301125 530 11OOO000OOOOOO
0002927JacEc Henry & Assoctalaa. IncContact Jefl BanningPhone; [417)235-6652
5/31/20100014556-IN6730/2010O.DO4.156 954.156 95000000000000
Customer D002927 ToutsOOO4.156 954156 95ODDOOOOOOODD
0002928Aaron IncContact Alison SteneellPhone: (864)250-1350EAensiorr 12S
5/31/20100014557-IN5730/201000011.389 7011389 70OOO000000000
Cualomer 000292B Touts.00011.339 7011389 70OOOOOO0000.00
0002931MilerZellContact Carmen JenningsPhone: (404)691-7400Ejtenslon: 4246
4/3O/2O100014023IN5/30/2010OOO3.564 000003.564 00000000OOO1
5/31/2O1000143S4IN5730/2010OOO3.564 003 564 00000000000OOO
Customer 0002931 Touts.0007.12B003564 003.564 .DOOOO000OOO
0002934Global CrossingConlect Robin BhuihPhone; (703)259-4467
4/30/2O100014 024 -IN5/30/2010OOO18.673 0000018 673 00OOO0000001
5/31120100014185 INB/30O010ODD18.953 0918 953 09000000000000
Customer 0002934 Touts:00037.626 0918 953 0918 673 00000000OOO
0002943Dollar Ready TruslContact: Cherry MoraPhone: (770; 564-0504
3/31/20100013650 IN4/30/2010OOO495 00000000OOO495 0000031
4/30/20100014025 IN5/30/2010OOO495 00000495 00OOOOOO0001
5/31/2010D014386-IN6/30/2010000495 00495 00OOOODDOOOOOO
Customer 0002943 Touts:0001485 DO495 DO495 DOODD495 00000
0003000DelVtcomConlect: Jasrrsn GalameauPhone: (256)382-3959
5/31/2010DQ1455&MN6/30/2010000765 05765 05000OOO000004
Customer 0003000 Touts:000765 05765 05000DOO0000.00
0003003Aram CommunrcauonsContact Marc FribushPhone: (404)822-7455
5/31/20100014387-m5/3O/2O10000349 00649 00000000000OOO
Customer 0003003 Touts:OOO849 DOB49 00000000OOOOOO
0003004Com 1B0. IncContact Shannon GngstryPhone; 1703)621-6663
4/30/201G0014198 IN5/30/30100001360 000001.360 DO000000OOO1
5/31/2O10D014S59IN6/30/20100001,360 001360 000000000,00000
Customer 0003004 Touts’0002 720 001360 001.360 DO000000DOO
0OO3O05Sews CommunicalionaConlect: Pern WytandPhone: (314)628-7662
5/31/2010W14388-INB/30/20100 0018 0470018047 00000000009000
Customer 0003005 Toub.00018 047 0018047 00000000000000
0003006Nexxl.su  incContact: Rob HombucklePhone: (404)890-7965
5/31/20100014389-1NS/30/2010
0001065 311.065 31000ODDOOOODD
Customer D003D06 ToUb;0001065 311065 31000ODD000000
0003007RacaTrac Peuoleiim IncContact: Dagmara LundellPhone; (770)431-7600Extension: 1666
5/31/2O100014390 INS/30V20100004360 004.660 00ODDOOO000000
Customer 0003007 ToUb:0004 86C0U4.860 00OOOOOOODD000
0003003Honeywell EnnifAiTiancas iikContact Mia SmrthPhono: |915)B72-9192Extensor: 2177
2/28/201000134 72-IN3/30/201QOOO105 35000OOO000DOO105 3562
4/3OQ0100014030 IN5/30J2010OOO1610 350001.610 3500000000M5/31/20100O1439MN6/30/20100001610351.610 35DOO00000
Customer 0O03O0B ToUb:0003 326051610 351.610 35000DOO I





 









 












	Accounts Receivable Aged Invoice Report
Sorted by Customer Number
All Open Invoices — Aged as of 05/31/2010
American Fiber Systems, Inc. (AFS)
Customer/InvoiceDue DatesDiscountDays
Invoke DataNumberInvoiceDiscountAmountBalanceCurrent30 Days40 Days60 Days90 DaysDelq
0003009FormetcoContact; Daryee RidleyPhono; (770) 476-7000
4/30/20100014031-IN5/30/20100001.643 00000164300000000DOO1
5731/20100014392 IN5/30/20100001643001.643 000000000000D0
Customer 0003009 Totals:0003.236 001643 001643 00000000000
0003010Inneroly Enterprises IncContact: Torance LesanePhono; I67B) 500-7262
4/30/201000140MIN5/30/20100 00525 00OM625 DO0000000 001
5/31/20100014393 INB/3O/2O10000625 00625 00000000000000
Cuslomer 00D3D10 Tola b.0001250 DO625 00625 00000000000
0003011Porysiua CorpContact: Jot KrochmalPhone, 1770)980.5946
5/31/2010001456O-IN5730/20100001.242 001.242.00000000000000
Cuslomer 0003011 To lets:0001.242 001.242.00000000000000
0003012TaamSleH Government Soluiions            Conlact: Ann ConnerPhone: (770)266-5200
4/30/2010D0142O0-IN5/30/2010000695 50000695 500000000001
5/17/2010D014345INB/16V2O10000630 50630 50000DOO000000
5/31/2010[1014561 IN6/3O/2O100.00875 00£75 00000000009000
Customer DO03012 Totals;0002.201001.505 50695500D0000000
0003013MedAssalS IncConlact; Scoll BoalrighlPhono: (678)246-8263
5/31/2010D014394IN6/30/20100002.072 002.072 00000000o.ooCOS
Cuslomer D003013 Tolah“0002.072 002.072 00000000000000
0003014Lencope IncConUcU Pelya VasilevaPhono: (770)225-3135
4/3112010001*0 WIN5/30/20100002 240 000002.240 00DOO0000001
5/31/20100014395 INB/30/20100002 240 002240 00000000000000
Customer 0003014 Totals-0004 4B0 0O2240 002.240 00000000000
0003016EDI Consulting ServicesContact CariGalosnoPhone. (770)4222995
4/30/20100014035IN5/30720100001.046 500001.09650DOO0000001
5/31/20100014396-IN5/30/20100001.096 501.086 500.00000000000
Customer 0003016 Tout*:0002.173 001.086 501.066 50000000000
0003017Hooters of America IncContact, Chns DuncanPhone: (770)951-2040
4(30/20100014201-IN5/30720100004.284 360004.284 36DOO0000001
5/31/2O10D014562-ING/3O/20100004.234 3E4 284 360.00000000000
Customer 0003017 Tolala;0008.568724 284 364.2B4 36000000000
0003016TranDolCom SolutionsContact Paula LoganPhono: (713)613-3130Extension; 1410
5/31/20100014397-1N6/3OI2010Customer 0003018 Touts;000 0001.150 00 1.150 001 150 00 1 160 DO0.00 000000 000000 000000
ODD
0003020ImmucorContact: Bill RoulngeiPhono: (678)421-1301
4/3O/2O10DO14202-IN5/30720100002.432 700002,432.70DOO000DOO1
31/2010D0145631NB/30/20100002.432 702432.70000000000000
Cuslomer 0003020 Totals;0004.BS5 402432 702.432 70000000000
0003021Yipes EnieifMiu ServicesContact: Azar GotpayoganiPhono. (415)901-2037
4/30/20100014037-iH5,30,70100002.513 000002.513 00DOO000DOO1
5/31/2010D01439BIN6Y3Q/20100002.513 002 513 00000000000000
Customer 0003021 Touts:0005.026 0D2 513 OO2.513O0000000000
0003022EConohosllncContact JfltT FoxPhono; (770)392-3300
4/30/20100014038-tN5/30/20100001.010 000001,010.00DOO000DOO1
5/31/20100014399 IN6/30/20100001.124 141 124 140.00000000000
Cuslomer 0003022 Touts:0002.134 141.124 14i.oio oo000000000
0003023Superior Essex Commumcalions            Contact; Jon FarmerPhono. 1770)657 6321
5/31/20100014564-INSV3O72O100003,186 003.166 000000000000 00
Customer 0003023 Touts:0003 186 003186 00000000000000
0003024PassContact: Dariene CruzPhono: (650)212-4291
4/30.2010001403S-IN5730/20100001.107 450001.10745000000ODD1
5/31/20100014400-INS/3O/2O100001.107 451.107 450000.00000000
Cuslomer 0003024 Toula:0002.214 901.107 451.10745000000000
0003025SWAY CorpContact: Tammy ReedPhone. (770)645-4886
5/31,20100014565-INS/3O/2O100001.733 401.733 400000.00000000
Cuslomer 0003025 Tolala;0001.733 401.733 40000000000000
0003026Yancey Brothers CoConrad: Dorian PersonPhono: (770)819-5278
5/31I2O100014401 IN6/30/20100005.164 005.164.00000000000000

Customer 0003026 Tolala:0005.164 0O5.164.000.00000000000
0003027GDS Associates IncCe-nucL GariyMoftatlPhono (770)425-8100Extension: 1150
5/31/20100014566-IN6/30/20100001.060 001060 00000000000000
Customer 0003027 Totals:0001,060 001 060 00000000000000
OO03O2BBeacon Software IncConuci: Jack FultonPhone; (678)797-1551
5/31/20100014567-IN600,7010000540 00540 00000000000DOO
Cualomer D00302S Tolats:000540 00540 00000000000DOO
0O03Q31Taavana CorpConuci: Ftoger GrizzelPhono: (404)995-8227
5/31/20100O144O2-IN6730(2010000567 00567 00000000000
Cualomer 0003031 Totals;000567 00567 00000000000
0003032StonobranchConuct. Thomas KosaePhone: (678) 366-7B87Extension: 105





 









 












	Accounts Receivable Aged Invoice Report
Sorted by Customer Number
All Open Invoices — Aged as of 05/31/2010
American Fiber Systems, Inc. (AFS)
Cuitomer/InvoiceDue DalesDacounlDays
Invoice DaleNumberInvoiceDtSCtiunlAmountBalanceCurrant30 Days40 Days60 Days90 DayiDalq
5/31/20100014403-IN6/3O/2010D001 578 251 578 25000000000000
Cuitomer 0003032 Totab:0001 578251 576 25000000000000
0003033Mihbic NelwomConlad; MaHHjiosPhone; (562)434-7218
4/30(2010001404 3-IN5/30/2010ooa1.B92 100001.892 10a dcooa0001
5/31/20100014404-IN5/30/20100001.B92 101 892 10000000000000
Customer 0003033 To La la:0003,784 201.B92 101.892 10000(100000
0003034HhRez SludrcISContact. Nabil IsmailPhone.
5/31/2010D014568-1N6/30/20100002.407 SO2.407 50000000000ooa
CutLonwr 0003034 Totals:0002.407 502407 50ooaooa000000
0003036Qwest Communicaljons Con) Conlad; AUonDenkterPhone. (303)896-1911
4/30/2010001404.5-IN5/30/201000015.000 0000015000 00DOCooa0001
131.2010D0H4O5.IN6/30/201000015.000 0015.000 00000000000ooa
Cuitomer 000303G Touts:00030 000 0015.000 DO15 000 00000000000
000303BRechargeable Battery Recycling            Contact; David AirtsleyPhone: (678)419-9990
2/28/20103013-188 IN3/30/20100001.775 500000000000001775 5052
5/31/2010001440&IN6/30/20100001775 501.77B 50000000000000
Customer 0003039 Totals:0003 551 001.775.500000000001775 50
0003039FiraL Investors Financial Svoi Contact. Parry SflXlonPhone: (770)956-3953
5/31/20100O14569IN5/30/20100001134 001.134 00000000000000
Customer 0003039 Totals:0 001.134 001.134 000000000 00000
0OO3O40Crawford CornnuivcatonsCon lid, Ed Decker!Phone: (678)421-6794
5/31/201000I4407IN6/30/20100006 4B1906.481 90000000000000
Cllliomar 0003040 Tola Is:0006 4B1S0E.4B1 90000000000000
0003042Global Telecom 5 Technolor,ly            Con lad. Chraima GarciaPhone: (703)442 5500
4/30/2010001404 S-IN5/3O/201C0003,500000003.500 00D.OO000
5/31/20100014408-INS/30/201C0003.552 503 552 50000000000000
Customer 0003042 Totals:0007 052 503 552 503.5O0 0O000ooaooa
0003043Asset Management Outsounng            Conlad: SaralVemut.Phone: (67BJ 325-1678
4/30/2010 5/31/20100014208-IN 0O1457O-IN5/30/2010 S/30/2010000
000540 00 540 00000 540 00540 00 000ooa
000000
ooaooa
0001
Customer D003043 Toials:0001 UB0 DO540 00540 OOooa000ooa
0003044Snapping Shoals EMCConlad; Jackie ChanayPhono: (770)385-2818
5/31OT1000144 09-IN0730/20100001658 501.658 500 00000000000
Cuitomer 0003044 Totals;0 001658 501,658 500 00000000000
0003046ftigrilJine Data ServicesContact Jeff CopeEanPliona: (770)4B7-34B2Extension. 118
5/31/20100014410-IN6/30120100001 471 251.47125000000000aoo
Customer 0003 CM 6 Touts.ooa1471251.471250.00000000000
0003048Mohawk IndustriesContact, Diana BbBPhone: (706)272-4821
4/30/2010D014051 IN5/3O/20100006.313 000006.313 00000
5/31/20100014411-INB/30/20100006.313 006 313 00000000000000
Customer 000304B ToUb:00012.626 006 313 000.313 00000000000
0003049Laval 3 Comnunrcamns. IUZ Contact: Blase GabreskiPhone: (814)260-2441
5/31/20100014412IN6/301201000013 150 0013150 00000000000000
Customer 0003049 Totals:00013.150 0013.150 X000000000000
D003050Splint Communications Co LP            Conlad: Kan DtdonaloPhone: (913)762*490
Ml/20100014571 IN6/30/201000051940 0051.940 000 00ooo000000
Customer ODO3050 TqlaLi:00051040 0051.940 00000000000000
0003051Sovtlwm union ConferenceConlad: Todct MacePhone: 1678)420-1433
5/31/20100014572 -IN6/30,20100001578 251.S76 35000000000000
Customer 0003051 Totals:000157825I.57B25000000000000
TOO 3052Gloss Wi re Wortd incConiad; Shirley KflvnerPhone; (866)656-0035
3/31/2010000548000000000 00648.00000
4/3O/2O10000648 00000648 00000000000
5/31/2010000648 00648 000000 00000000
0001.944 00648 00648 00000648 00000
0003053AMREP. IncContact Kevin Baatl
iaPhone: (770)422-2071
4/3O/2O10D0142111NStfQtfOtO0004.505 000004.505 00000ooa
5/31/2010D014573IN5/30tfQtO0004.505 004.505 00000000000000
Cuitomer 0003053 Totab;0009.Q10 0O4 505 004.505 OO000000000
0003054InsliluLe or Nuclear Power Oca            Conlad- RuthToddPhone: (770)5444624
5/31/20100014574-IN6/3O30100003.307 003.807 00000000000000
Customai 0003054 Totab;0003 807 003.BD7 00000000000000
0003055Tower Croud IncContact: Patricia MomsonPhone: (727)471-5639
M1/2O100014S75-INB/30/201000067 497 8467.497 84000000000000
Customer OO0305S Totals:000674978467.497 84000000000ooa
D003057PowerPlan ConsonantsConlad: 2,ach WlfrsetlPhono: (770)618-2278
5/31/20100014576 INtV30tf0lQ0001517401.S17 40000000
Customer 0003DS7 Totab.0001617 401517 40ooa000





 









 












	Accounts Receivable Aged Invoice Report
Soiled by Customer Number
All Open Invoices — Aged as of 05/31/2010
American Fiber Systems, Inc. (AFS)
CustOmO*/InvoiceDue DelesDrscouM
Invoice PoleNumberInvoiceDiscountAmountBalancaCurrent30 Days40 Days60 Days90 DaysData.
0003058VgciK Phonics tncContact Susan ChangPhone; ISOOI49S-0477
11/17/200!1 0005027-PP11/17/200900025 92-00000000000025 92.
4/30/20100O14215-IN5/30/201000080O00000600 000000000001
5/31*2010D014577IN6730/2010000800 00800 00000000000000
Customer 0003055 Tola la:0001 574 D8300 00809000000002592-
0003059Hefman Miller, JncContact Louis lietoPhone; (6161654-5055
        .1/30/20100014216- IN5/30/20100001080 000001.060 000000000001
5/3100100014578 INS/3O/20100001 080 001080 00000000000000
Customer 0003059 Totals:0002150001080 001.080 0O000000000
0003060Frosty Acres Brands IncContact Sheila WhilePhono: (6781356-5423
4/30/20100014217IN5/30/20100002129 300002.129 300000000001
Ml/20100014579-INB/3O/2O100 002129 302,129 30000000ODD000
Customer 0003060 Tolab:0004 258602 129 302 129 30000000000
0003063InlBisiale national Dealer Ser            Conlact: Gary TavilianPhone; (516)228-8600Extension: 1122
4/2572010D01400SIN5/2672010000259 20000259 200000000003
4/30/20100014216IN5/30/20100001.944 000001.944 00DOC0000001
5/31/2010D0145801N6/30/20100001,944 001.944 00COO000000000
Customer 0003063 Toleta:0004.147 201944 002.203 20000ox000
DO03O64Marcobay ConslructioflContact Paul Edinger IIIPhone: 1863] 680-2293
4/2120100014006.IN5/28/20100 003 396000003 396000000000003
Customer 0003064 Totals:GOO3 396 000003.396 00000000000
0063837City of SmyrnaConlact:Phone: (770)319-5326
5/31/2010D014S81 IN5/30/20100001.964 751.964 75000000000000
Customer 0068637 Tduhs:0001.964 751.964 75000000000000
006943sWellSlarCobb HospitalContact Lynn ESfllsonPhone; (770)732-3836
5/31/2O100014414 IN6/30/201000017.944 0017,944 000.00000000000
Customer 0069435 Tours:00017 344 0017.944 00000000000000
0069453X.0 CommunicationsContact Mohammad GhahramaniPhone: (703)547-2487
5/31/20100014415-IN6/3(1/20100001.650 001.650 000000 00ODD000
Customer 0069453 Touts:0001 650 001.650 00000000000000
0069625XO CommunicolionsContact. Truoe DuongPhone; (703)547-2487
5/3K2O100014416-IN6/3O/20100001 100 nrl1.100 00000000000000
Customer 0069825 Tatars:0001 100 001100 OS000000000000
0069665Chatlahcochee Technical Instil            Contact. Angela BonnetPhone; (770)5284516
5/31/20100014582 IN6/30/201000023 793 0023 793 00000000000000
Customer 006966a Tatars:00023 793 0023.793 00000000000000
0069666SBC/Dow ChemicalConlact. Joy LoudenPhone: (703)995-6046
5/31/20100014417-IN6/30/20100001.158 751 158 75000000000000
Customer 00696GG Totals:0001 158 751 158 75000000000000
0069797intermedia CommumcelionsInc            Conlact; Judy MuterPhone: [883)6824974
5/31/2010001441B-IN8/3O72O100006.240 006.240 00000000000000
Customer 0069797 Totals:0006.240 006.240 00000000000000
0069972Sotvay PharmaceuticalsConUct Chrrs WhiternanPhone: |770) 5784508
5/31/20100O14419-INE/30/201000020.343 2620.343 26000000000000
Customer 0089972 Tours:00020 343 2620.343 26000000000000
0070135Manalla City SchoolsContact: Pamela FosterPhone: (770)422 3500Extension. 269
4/30/20100014521 IN5/30/20100007 B97 030007,897 030000000001
5/31/20100014583-IN5/30/20100007 897 037.897 03000000000000
Customer 0070135 Totals:00015 794 067,897 037.B97 03000000000
0070153LHa UniversityConlact: PhylisHainesPhone. (770)426-2960
3/31/2O100013684- IN4/30/20100008 400000000 00B4000031
4/3O/2O10M1406OIN5/30/2010000230 60000230 600000000001
5/31/20100014420-IN67300010000230 60230 60000000000000
Customer 0070153 Totals:00046960230 60230 60000E40000
0070155Peachlree Business ProductsConlact Pamete WilsonPhone: (678) B19-5602
5/31/20100014421-I
N6/30/20100002.775002.775 00000000000000
Customer 0070155 Totals:0002775002 77500000000000000
0070165Verizon Business WortdComContact. Enc ShadePhone: (918)590-1231
4 (30/20100014222-1N5/30/20100005.520 003005 520000000000001
5/31/20100014584 -IN6/30/20100005 520 005.520 00000000000000
Customer 0070165 Totals:00011040 005.520 00S 520 00000000000
W70717Cobb Counly GovemmenlContact JudyShepoanJPhone: (770)52&S705
5/31/20100014S85-INS/30/20100003.511343.511340.00000000000
Customer 0070717 Totals0D03.511343,511 34000000000000
0071145GW Henssler end Associates            Contact: KC SmithPhono: 1678)797-3759
5/31/201000145S6-IN6/30/20100001367 401.367 40000000000
Customer 0071145 Touts:0001367 401.367 40000000000
D071175Allsneo. incConlact: Andy LaurancePhone: (770)427-1334Extension: 3268
4/30720100O14225-IN5/30/2010000495 00000495 00000DOO0001















 












	Accounts Receivable Aged Invoice Report
Sorted by Customer Number
All Open Invoices — Aged as of 05/31/2010
American Fiber Systems, Inc. (AFS)
Customer/InvoiceDue DalaiDo countDays
Invoice DataNumbotInvoiceDiscountAmount            BalanceCurrent30 Days40 Days60 Days90 DaysDelq
5/31/20100014S87-IN6/30/2010000495 00495 00000000ODD000
Customer 0071175 Totals:000990 00495 00495 00000ODD000
D071180Robert Bowden. IncContact; Lowell WnghlPhone: (678) B19-E181
5/31/2010001*422 INB/30/20100003 645 003645 00000000000000
Customer 0071180 Touts:0003.645 303 645 00000GOO000000
OC71303Venzon Business WorldCorn            Contact. Ere ShadePhone: (91B] 590-1231
4/30’201000142261N5/30/20100002.600 000002 600 00000000000]
5/31/201000i4588JNB/30/20100002.600 002 600 00000000ODD000
Customer 0071303 Tolata:0005.200 002600 002.600 00000000000
0071396iMNsp IKContact. [XxolhyHillPhone (7701518-2401Extension;2272
4/30/201000142271N5/307201000011.640 240 0011.640 24900ODD0001
5/31/2010O0145S9JN6/30/20100 0011.640 2411 640 24000000000000
Customer 0071396 Tolab:00023.280 4811640 2411640 24000000000
D071507ftON eSolulransContact AlmeedePhone: (212)922-4434
5/31/20100014590IN6/30/20100 004730 004,736 00000000000000
Customer 0071507Totab:0 004 736 004.736 00000000000000
0071603Cobb Cnly Workforce Invaslrrant            Contacl; Atisa JacksonPhone: (770)5284065
5/31/20100014591IN6/30/2010000495 00495 00000000000000
Customer 0071603 Totals:00049500495 00000000000000
D071B40General Motors c/oContact:Phone: (315)7744844
5/31/IO10W14592IN5/30(20100009915 809.91S80000000000000
Customer 0071840TolaEs:0009 915 809,915 B0000000000000
0071881Woodward AcademyContacl: Lee ConnerPhone; (404)765-4134
5/31W1100O14423IN6/30/20100007B37 007.B37 00000000000000
Customer 0071881 Totals:0007 B37 007.B37 00000000000000
0072014USA Cargo Services. Compsny            Contact Enc JordanPhone: [770)9512155
4/3O2010D014064 IN5/30/201000037800000378 000000000001
5/31-TO100014424 IN6/30/2010D00378 DO378 00000000000000
Customer 0072014 Tolab;00075600378 0037800000000000
0072018Georgia Public Wat)Contact. Karen NorwoodPhone: (770)563,0512
5/31/2O10W14425-IN6/30/20100001 659 511659 51000000000000
Customer 007201BTolala.0001 659 511659 51000000ODD000
0072022Progress Telecom Inc/Leve3 ContactPhone: (7201888-1312
5(31/20100014426-INB/30/2010000500 00500 00000000000000
Customer 0072022 Tolats:000500 00500 00000000000000
0072067The Wahar SchoolContact Tsia HenseyPhona: (770)4272689Extension:6931
5/31/20100014593-IN5730/20100001,250 001250 00000000000000
Customer 0072067 Tola Is:0001250 DO1 250 000000000000D0
0072098Uli&ty ConSutlanls-PoslPetiuContact: Betty CarrekerPhona; [770)955-9922Extension:262
5/31/20100014427 IN5/3O/2010000B95 00395 00000000000000
Customer 0072098 Totals:000895 00395 00ooc000000000
0072115Evans TechnologyContact Jay EvansPhone: (770)7519950
5»31/20100014594 -IN6/30/2010000495 00495 00000000000000
Customer 0072115 Tolab.000495 00495 00000000000000
0072135PteperO Bnen Harr Architects            Contact            Christopher TownsendPhone; (770)5691706
1/30/20100014233-IN5/30/20100001.476 00OOC147600DOCDOODOO1
5/3I/20tO0O14595-INMO/2010Customer 0072135Totah.000 0001476 00 2 952 001476 00 1476 00000 1476 00000 000000 000000 000
0072139PS EnergyConlact NakaybawAnhvodialPhone: (404)321-5711Extension:179
4/30/20100014234-IN5/30/2010000345 6000034560DOCOODDOO1
5/31/20100014596-IN6/30/2010000345 GO345 60000000000000
Customer 0072139 Totals;00063120345 60345600 00000000
0072152Cobb Chamber ol Commercei            ContactPhone: [770)980-2000
5/31/20100O14597-IN6/30/201C0001.150 001150 00000000000000
Customer 0072152 Touts:0001.150 001.150 000000 0D000000
0072190US CemerTelecom LLCContact Joyce HowardPhone; (678) 454-1413
4/30/20100O14OS8-IN5/30/201000015.463 0000015 463 000000000001
5/31.2010001442BIN6/30/2010ooc15.463 0015.463 00000000000000
Customer 0072190 Tolab:00030.926 0015.463 0015 463 00000000000
0072191Atlartla Airtnes Terminal Coqj            Contact Warren FlorencePhone; (404)684 7221
5/31 (20100014598-INB/30/201000049500495 00000090000000
Customer 0072191 Totab:con49500495 00000000000000
0072291Kannesaw Stale UniversityContactPhone: [676)797-2228
5/31 (2010D014599INS/3O/20100001.300 001.300 00000000000000
Customer 0072291 Tolab:0001.300001.300 00000000000
0072301Imemap Network SarvrcesContact Adnane McCtainPhone: [404)302-9763
5/31I2O100014600-IN6/30/201C00071500715 000000 00000 1
Customer 0072301 Tolab:00071500715 OB000000000"^0 00















 












	Accounts Receivable Aged Invoice Report
Sorted by Customer Number
All Open Invoices — Aged as of 05/31/2010
American Fiber Systems, Inc. (AFS)
Customer)InvoiceDue DelesDiscountDays
Invoice DateNumberInvoiceDiscountAmountBalancsCurrent10 Day.40 Days50DsyiSO DaysDetq
0072333BT Americas IncContact Judy HeraldPhone. (703)755-6536
3/31/20100013693 IN4/30/20100001.216 46000DOC0001216 4B,000
4/23/201000139B9IN5/23/2010000912 36000912 36000000000B
5/31/2O100014429 IN6730/20100 0016118 3616.11B36000000000000
Customer 0072332 Touts:0D015 814 2416.11B36912 360001216 48000
D07241SCobb County Fire Depl/MISContact: Dianna AUunsonPhone: (770) 52B-1547
S/31/2O100014601 IN6/30/2010ODD7175 307 175 30000000000000
Customer 0072419 Totals:0007175 307.175 30000000000000
0072474OnFiber CommunicationsContact: Juharin DPhone- (703)259-4309
4/30*20100014070IN5/30/20100002 700000002.700 000000000001
4/3(WO100014071-IN5/30/201000014 0000000014.000 000000000001
5/31/201000144 30-IN6/30/20100002.700002.700 00000000000000
5/31/2010D014431IN6/30/201000014 0000014 000 000000.00000000
Customer 0072474 Totals:00033 400.0016 700 0016,700 00000000000
0072610Mulljpla Benefit ServicesContactPhone; (770)424-5777
5/31/20100014602-1N6/30/2O10000400.00400 00000000000000
Customer 0072010 Totals:0004000040CO0000000000000
0072616Urology Associates. P CContact:Phone: (770)428-3995Extension: 2055
4/3O/20ia0014241IN5/3O/2O100001052000001.052 000000000001
5/31/2010001460} IN6/30/20100001,052001052 00000000000000
Customer D072S16 Totab.0002104 001052 001.052 00000000000
0073149Slarband CommunicationsContact; Tin SouthardPhono: (770)511-3451
5/31/20100014604INa/30.70100004 400004 400 000000000.00000
Customer 0073149 Totals:0004.400 004 400 00000000000000
0073135HCC LHs Insurance Compan1 Contact: Lisa GrotiPhone: {770)973 9651
5/31/201000144 32-IN6/30/20100001.895 001.695 000Q0000000000
Customer 0073155 Totals:0001 695 001.695 00000D00000000
0073227Can-Am Care, LLCContact)Phone:
4/30/2010D014243-1N5/30/2010000940 00000940 000000000001
5/31/2010D014605-IN6/30/2010000940 00940 00000000000000
Customer 0073227 Totals:0001.B80 00940 00940 00000000000
0073243MedQoasl Associates IncContact. Slave ButlerPhone: I67B) 992-7324
4/30/20100014244 IN5/30/20100008.629 850006 629 650000000001
5/31/2O10Q0146O6-IN6/3O/2O100008.629 B56.629 B5000000000000
Customer 0073243 Totals:00017.259 70B.629 B58 629 65000000000
0073302Cobb County Communicatrofis/Web            Contact Wands CetahenPhone: (770| 528-1500
5/31/2O10D014607-IN6/30/20100.00525 00525 000000000000 00
Customer 0073302 Totals:000525 00525 DO0.00000000000
0073355Nel2AllanlaContact Mill AitkanPhono: IB7BI560-S076
5/31/20100014433-INS/30/20100001982 711.982 71000000000000
Customer 0073355 Totals:0001932 711.962 71000000000000
0073379Ueln PCS Georgia incContact; NancyWilsonPhone: (478)232 1847
4/30/20100014074IN5/30/2010000130463 7S000130.463 72DOG0000001
5*3100100014434 IN6/3W2010000126.38000126 380 00000000000000
Customer 0073379 Totals:000256.643 72126 380 00130.463 72000000000
0073414Cobb County Community Dvlpoint            Contact; Tracey BntlonPhone: (770) 528 4604
4/30/20100014246-IN5/3O/2O10000268 40000268400000000001
5/31/2O100O146OBIN6730/2010000268 40288 40000000000000
Customer 0073414 Totals:000676 80286 402B5 40000000000
0073571Unified Ans. LLCContact: Ma*Phone: (404)664-6725
5/31/2O100O146O9IN5/30/201000069500695 00000000000000
Customer 0073571 Totals:0 00595 00595 00000000000000
0073603CaraustatContact PennyWHouohbyPhone: (770)948-3101
4/3030100014075IN5/30/2010000B .212 000008 212000000000001
5/31/20100014435 IN5/30/20100008.212 008.212 M000000000000
Customer 0073603 Totals;00016 424 008.212 00621200000000000
0073716Cdbb County Public LibraryContact Tom ShaverPhone: (770)528-2325
5/31/20100014610 IN6730/201000010,776 6610.778 66000000000000
Customer
 0073716 Touts:00010 778 6610.778 66000000OOD000
D073740Dalalai (USA) IncConlacL Nancy JsndonPhone: (770)255-2425
5/31/20100014611 IN6730120100002 322 102.322 10000000000000
Cuslornar 0073740 Totab0002 322 102.322 10000000000000
0073758Balard DesignsContact: Chad MartinPhone: (404)60^7007
5/31/20100O14436-IN6/30/20100001000 001.000 00000000000000/
Customer 007375B Totals:0001000 001,000 00000000
0073761Alera. LLCContact: Betty FowlerPhone- (770)767-4619
5/31/2O10D014437-1N6/30/20100004,245 604.245 50000000
Customer 0073761 Totals:0004 245 504 245 50000000000000
0073816Tip Top Poultry IncContact: David AttainPhone: (770)579-4250


















 









	Accounts Receivable Aged Invoice ReportSorted by Customer NumberAll Open Invoices — Aged as of 05312010 American Fiber Systems, Inc. AFSCustomer Invoice Due Dates Discount Days Invoke Data Number
Invoice Discount Amount Balance Current 30 Days 40 Days 60 Days 80 Days Delq4302010 0014250-IN 5302010 000 1.04940 000 104940 000 000 000 1 5312010 0014612-IN 6302010 000 1.04940 1.04940 000 000 000 000 — - — Customer 0073818 Totals: 000
2.09880 1.04940
104940 000 000 0000073844 Lavel 3 dba LooKing Glass Ntwk Contact: Blase Gabresk Phone. 814260-2441 5312010 0014438-IN 6302010 000 2007000 20.07000 000 000 000 000 — - — Customer 0073844 Totals: 2007000 20.07000 000 000 000 0000073856 The
Weather Channel Inc Contact: Clark Mcinnes Phone: 770 226-2293 4302010 0014079 IN 5302010 000 669600 000 669600 000 000 000 1 5312010 0014439 IN 6302010 000 669000 6.69600 000 000 000 000 — - — Customer 0073856 Totals: 000 1339200 6,69600
669600 000 000
0000073851 Google Inc Contact: Phone. 408393-5720 4272010 0014001-IN 5272010 000 556400 000 556400 000 000 000 4 43O2010 0014251-IN 5302010 000 30336 000 30336 000 000 000 1 — - — Customer 0073861 Totals: 000 5S67 36 000 566736 000 000
0000074022 McMaster-Cerr Supply Company Contact: Eric Welsh Phone: 630834-9600 5312010 0014440-IN 6302010 000 259155 2.59155 000 000 000 000 — - — Customer 0074022 Totals; 000 259155 259155 000 000 000 0000074023 Qwiz, Inc Contact: Andy
Strokes Phone: 6788
32-0544 43072010 0014252-IN 5302010 000 42605 000 42B05 D00 000 000 1 5312010 0014613-IN 03012010 000 42B05 42B.05 000 000 000 000 — - — Customer 0074033 Totals: 000 35610 42805 42805 000 000 0000074135 UTrust Solutions Corp Contact. Anvar
Nanji Phone: 678919-7668 4302010 0014081-IN 5302010 000 790 DO 000 79000 000 000 000 1 5312010 0014441-IN 8302010 000 79000 790.00 000 000 000 000 — - — Customer 0074135 Totals: 000 158000 79000 79000 000 000 0000074253 TW Telecom Contact:
Phone. 30356
6-1000 5312010 0014442-IN 6302010 000 1060320 10,60320 000 000 000 000 — - — Customer 0074253 Totals. 000 1060320 10.60320 000 000 000 0000074339 Pathire — DG Fasichannel Contact: Samuei Aberra Phone: 972531-2016 4302010 0014253-IN
5302010 000 218815 OOO 2.18815 000 000 000 1 5312010 0014614-IN 5302010 000 215815 2.1BB15 0,00 000 000 0.00 — - — Customer 0074339 Totals: 000 437630 2.18E15 2 IBS 15 000 000 0000074434 Radiant Systems. Inc Contact: Kyle Tobias Phone:
678534-6062 5312010
 0014443-IN 63072010 000 269483 2.89483 000 000 000 000 — - — Customer D074434 Totals: 000 269483 289483 000 000 000 0000074521 Masergy Communications. Inc Contact: Phone: 214442-5717 4302010 0014254-IN 53072010 000 1.65000 000 1.65000 ODO
000 000 1 5312010 0014615-IN 63072010 Customer 0074521 Totals: 000 93500 2.5B5 0O 935 00 935 00 0001.65000 000 000 000 000 ooo 000 Division 10 Totals: 000 1.212.845 02 847,71069 363.44448 ooo 6508 1B54 93 Number of Customer: 1480004000 350 Networks
Contact: Enn
Solan Phone: 4061496 6507 4302010 0014255-IN 5302010 000 2.10000 000 2.10000 ooo ooo 000 1 5312010 0014616-IN 63072010 000 2.10000 210000 000 000 000 000 ODO Customer 0004000 Totals.. 000 4.20000 2.100 DO 2.10000 000 0000004001 Ado County IT Dept
Contact: Susan Sass Phone: 2081364-2255 5312010 0014617-IN 6302010 000 300000 300000 000 ooo ooo ooo 5312010 001461BIN 63072010 000 82200 62200 ooo ooo 000 000 — - — Customer 0004001 Totals: 000 3.82200 3.822 DO 000 000 000 0000004004
Broadwing LEVEL 3 Co
ntact: Blase Gabreskt Phone: 814260-2441 Comm 000 5312010 0014444-IN 6302010 Customer 0004004 Totals: ooo 7 625 00 7.625 DO 7.62S.0O ooo 000 000 ODO 000 — 7,62500 000 000 ooo0004005 Bass School Daniel Contact: JIM MARCONI Phone: 20B 2B7-2052
5312010 0014619-IN 6302010 0 00 59.335 00 59.335 DO ooo 000 000 000 3.133 34 53120I0 0014620-IN 6302010 Customer 0004005 Totals: 0.00 62468 34 3.133 34 62,468 34 000 000 000 000 000 000 0
00 — ooo0004006 Canyon County Contact: CHERY
L LANE Phone: 12084546658 4302010 0014260-IN 5302010 0 00 1750 00 000 175000 000 ooo 000 1 ooo 5312010 0014621-IN 6302010 Customer 00040D6 Totals: 0 00 1750 00 3 50000 1,750 00 1.760.00 1.750 DO 0





 









 









	accounts receivable aged invoice report sorted by customer number all open invoices — aged as of 05312010 american fiber systems, inc. afs customer invoice due dalea dtjcounl days invoice dale
number involca discount amount balance current 30 days 40 days sa days 90 days delq cuilomer 0do4013 totals: 000 3 87500 3.875 00 ooo ooo 000 ooo 0004015 level 3 comnunicatiorb llc contact jonathan hager phone: 720 888-1312 5312010
0014445jn 67302010 0
00 12b4000 12 840 00 000 000 000 000 customer 0q0401s tolab; 000 12b4000 12 840 00 ooo 000 000 dot 0oo4016 micron technology inc contact karta jones phone 1208 368-4551 5312o10 0014625-in 6302010 000 25 000 00 28 000.00 000 000 000 000 customer
0004016 toub: 000 28 000 00 28 000 00 000 000 000 000 0004017 orthopaedic associates contect: phone: 208 3782868 5312010 d014626-1n s30j2010 000 1.847 50 1,647 50 0.00 000 000 000 cuilomer 0004017 totals: 000 1.847 50 1.647 50 000 000 000 000
0004019 sawtooth technob
gtos contact; brian adam5 phone: 509 427-4865 h12010 0014627-in 6302010 0.00 4 57000 4,570 00 000 000 000 000 customer 0004019 totals: 000 4 570 00 4.570 00 000 000 ooo 000 0004021 j r simplol company contact valone jensen phone: 1208 327-3314
5312010 0014446-in s30201c 000 17 08612 17 086 12 000 doa ooo ooo 5312010 d014447-in 63o201c 000 50000 600 00 000 000 ooa 000 customer 0004d21 tolab: 000 17 68612 17 686 12 000 000 000 000 0004022 solution pro contact amanda wood phone: 1208
947-5972 5312010 001444 b-
in 6302010 000 4.415 25 4 415.25 000 000 000 000 customer 0004022 tomb: ooo 4.415 25 4415.25 000 000 000 000 0oo4024 syjmge networks llc contact: andrea lastey phone: 2081229-6125 5312o10 d014449in 57302010 000 9,850 00 9.850 00 0.00 000 000 000
customer 0004074 totals: 000 9 850 00 9,850 00 000 000 0 00 0 00 0004025 tnnily haellh — tis conlact: bnan biltac phone: 208 367-2381 4103010 0014267-in 1302010 000 30 394 00 000 30 394 00 ooo ooo 000 5312010 0014628in 57302010 000 30,394 00 30
394 00 noo 000 0
00 000 customer oo04o2s totals: 000 60.788 00 30 394 00 30.394 00 ooo 0 00 000 d00402b verizon vymstesa contact damtan tatamaruaz phone: 949 267442 000 bt568- 000 ooo 000 000 b1s58 ooo 2.753 90 0 00 000 2.763 90 000 000 12 0 00 70.442 93 ooo 70.482
93 000 000 000 1 000 35.900 00 ooo 35.900 00 100 ooa 000 1 ooo 670 16 87016 000 000 000 000 000 70.607 93 70.607 93 ooo 000 ooa ooo 000 35 900 00 35.900 00 ooa 000 000 ooo customer 00o4q2b tolab: ooo 215 709 24 107.37b 09 106382 93 2.76390 ooo b15
58- 0004029 wot
k gnwp leadernetwork serv contact caria caspar phone: 208 332-1853 5312010 win 629-w 6302010 000 1.75000 1.750 00 000 000 customer 0q0402s toub: 000 1750 00 1.75o0o 000 000 000 000 0004030 wsnjslpriij conlact larry hams phone: 916 340-2547 5312010
d014630-in 5302010 0 00 1.529 85 1,579 85 000 0d0 000 customer 0004030 totals: 000 1.529 85 1,529 85 ooo 000 000 000 0004033 inibimouniain oeihopabdks contact katie cbwlhra phone. 208 489-4341 5312010 0014631 in 57302010 0.00 4 350 00 4.350 00 000
000 000 000 cuil
omer 0004033 totals: 000 4 350 00 4.350 00 0.00 ooa 000 000 0004 d35 vbiiiofi wirflle si hal nw region contact damian talamanl phone: 949 286.7442 000 712 36 000 ooo 722 36 000 000 b 300 00 000 s300 00 ooa 000 ooo 000 b.422 54 8 422 54 000 ooo ooo
000 customer oo0403s tolab” 000 17.444 90 8 422 54 b 300 00 722 36 000 000 00o4036 ferrety mediana residency contact travis leach phone; 1208 357-6071 5312010 d014632in 6302010 000 2.204 00 2.204 00 0.00 000 000 000 customer 0004036 totab: 000
z.204 00 2.204
00 0 00 000 ooo 000 0004039 crowfay davs rasftarch conlact richard newman phone: 208 939-2976 4302010 0014093-in 5302010 ooc 1000 00 ooc 1.000 00 ooo ooa ooo 1 5312010 001445 3-in 53072010 customer 0004039 tolab; 000 000 1000 00 2000 00 1,000 00
1,000 00 000 1000 00 ooo 000 ooo 000 000 ood 0oo4o40 dotcom secrets contact stacy haven phone: 208 340-5093 4302010 0014094 in 57302010 000 720 00 000 720 00 000 000 ooo 5312010 0014454in 6302010 000 720 00 720 00 000 000 ooa customer 0004040 to
lab: 0.00 1.440 00 720.00 720 00 000 000 000 0004041 power engineers inc conlact:





 









 









	Accounts Receivable Aged Invoice Report Sorted by Customer Number All Open Invoices — Aged as of 05312010 American Fiber Systems, Inc. (AFS) Customer Invoice Dv e Doles Discount Days Invoice
Dale Number Invoice Discount Amount Balance Current 30 Days 40 Days 60 Days 90 Days Dom Customer 0004044 Totab: 000 1.050 00 105000 000 ODD 000 000 DOO4045 City ai Boise (Airport) Contact: Justin Lloyd Phone: 1208)859-7310 4302010 P014272-IN 5307010
000 790 00 000
 79000 000 OOO 000 5312010 0014633-IN 673072010 000 790 00 79000 000 ooo 000 ooo  — - Customer 0004045 Totals; 000 1580 00 79000 79000 000 000 000 0004046 Pocrlic Press Publishing Assoc Contact: Tern Purvis Phone: (208)465-2553 6312010
D014G34IN 67302010 000 BOO 00 80000 000 000 000 000  — Customer 0004046 Toteb: 000 800 00 BOO 00 000 3 000 000 0004 049 Zjal Telecom. LLC Contact Chrrs Adams Phone: 1.208)323-8240 § 5312O10 0014635-tN vwmw 000 t 508 57 160B57 1.60B57 000
000 s s 000 000 000  — - Customer 0004049 Totab: 000 1508 57 000 0004050 West Valley Medical Center Contact Scott Dove Phone; (208)459-4641 10267200= 0011S21-IN 11272005 000 2426 BB 000 ooo s 000 2.42688 185 5312010 D014636-IN 6302010 000 1580 00 1,580 O0 000 s 000
D00 000  —  —  — Customer 0004050 Totals; GOO 4006 88 1.580 O0 000 ooo 2 426 SB 0004051 Treesura Valley Endocrinology Contact; Dr Julie Pools Phone: 4208)367-6740 5312010 0014637-tN 6302010 ooo 275 00 27500 000 ooo 000 000 — -
—  — -
 Customer D0O4051 Totals: 000 275 DO 27500 000 ooo ooo 000 D0O4052 Idaho Trans Depl Dislncl «3 Contact: Phone: (208)334-9971 5.’26V2010 0014362-in S252010 000 12.000 00 12.000 00 12,000 00 000 000 ooo 000 000  —  — - Customer
00O4052 Tolats: 000 12.000 00 ooo 000 000 Division 16 Totals 000 503 256 65 344.222 26 153.936 93 3,48526 000 1.61120 Number of Customers: 33 0002707 OARrtel Business Office Contact Troy Chiton Phone: (6141292-9381 5312010 001445SIN 57301010 000
6.B42 50 684250 000
ooo 000 OOO  — Customer 0002707 Touts: 000 6 842 50 684250 0.00 ooo 000 000 D002725 National Crry Corporation Contact: Deniso Rasmus Phone: (+12) 762-4818 5272010 0014366-IN 62&2C10 000 2.418 75 2,41875 000 000 ooo 000  — -
— Customer 0002725 Totals 000 2,4 IB 76 241875 000 000 000 000 0002794 OARnet Business Office Contact. Trpy Diflkn Phone; (614|292-9381 5312010 0014459IN S302010 000 2.900 00 290000 000 000 000 000 Customer 00027B4 Touts: 000 2900 00 290000 000
Din 000 000 00027
94 BlueBrMJge Networks, LLC Contact Philip Weihe Phono; (2161367-7573 4392010 0014100-IN 5302010 ooo 7.450 00 000 7.450 00 000 000 ooo 5312010 D014460-IN 63072010 ooo 7450 00 745000 000 ooo 000 000 Customer 0002794 Touts: 000 14 900 DO 7.45000 7450
00 ooo 000 ooo 0002812 OARnelScnoolNel Contact: Troy Dilon Phone: (614)292-9381 5312010 D014461-IN 6302010 ooo 1030 00 1,03000 000 ooo 000 ooo — - — Customer 0002B12 Toters: 000 1030 00 1.03000 000 000 ooo 000 0O02B29 KeyBenk Notional
Association Conioc
t. Phone: 5312010 001463B-IN 67302010 000 7,49500 7,49500 000 000 000 000 ooo  —  Customer O002&29 Toters: 000 7 495 00 749500 000 000 ooo 0002838 Zayo Bandwidth Central LLC Contact: Phone; (303)381-3233 5312010 0014462-1N S302010 000
4.107 00 4,10700 000 000 000 000 Customer O0D2B3B Tolab: ooo 4.107 00 4 107 DO 000 000 000 000 0002910 Continental Broadband, 1nc Contact: Shirley Moras! Phone. (412)316-7900 Extensk in: 7504 5312010 0014463-1N 5302010 ooo 6.355 00 635500 000 000
000 000 —  Cust
omer 0002S19 Totab: 000 6.355 00 635500 000 ooo 000 ooo 0002921 Cooenl Communications Inc Contact: Walter Chuieman Phono; (202)295-«43 4302010 0014104-IN 5302010 000 1.965 00 000 1.965 00 ooo ooo 5172010 O014344IN E16V2010 000 5.026 66 5026 M
000 000 ooo 000 5312010 0014464 IN 6302010 000 2.3ESO0 2,36500 000 ooo ooo 000  —  —   — Customer 0002921 Tolab: 0 00 9.356 66 7.39156 1965 00 000 000 ooo 0002922 Revelation Networks Inc Contact Michaat Humphrey Phone: (866)738-6391
4302010 D0141C5
-IN 5302010 0 00 5 350 00 000 5350 00 000 000 000 1 5312010 H0W65IN 6302010 0 00 5.430 25 5.43025 000 000 000 ooo Customer 0002922 Totals: 0 00 10 780 25 5.43025 5350 00 000 00
0 ooo 0002





 









 









	Accounts Receivable Aged Invoice Report Sorted by Customer Number All Open Invoices — Aged as of 05312010 American Fiber Systems, Inc. (AFS) Customer [nvoice Due Dalai parcount Days
Invoice Dale Number Invoice Drscount Amounl Balance Current 30 Days 40 Days 30 Days 90 Days Delq 0002729 Cogent Communications tnc Contact; Warier Churaman Phone: 1202)295-4343 4302010 D0141064N 5302010 000 4 756 00 OOO 4.758 00 000 DOC OOO 1
5312010 0014456 IN 630201
0 ooo 4 758 00 4758.00 000 000 000 ooo Customer 0002726 Tolab: 000 9 516 00 475300 4.758 00 000 GOO DUO 0002730 Cox Communians Ksnsai LIC Contact KBlhy Dawson Phone. (405)236-5269 Z2672010 0013394 IN 33O2O10 OOO 215100 000 D00 DOO 000 215100 62
4302010 0014280-IN 53O2O10 OOO 215100 000 2.151 00 000 000 OOO 1 5312010 001464 0-IN S30201C 000 2.151 DO 215100 OOO GOO 000 000 Customer 0002730 Tolab: ooo 6 453 DO 215100 2,151 DO OOO ooo 2,15100 9002785 Fun Control Network. iik Contact: JuaLn
Franz Phone: (913)850
-7014 Extension: 63 5311010 D01464I-IN 63O2O10 000 694DOO 694000 000 000 000 000 Customer 0O027BS Tolab: 000 6 940 00 694000 000 000 OOO 000 0002789 WilTaltevel 3 Communications Contact. Phone: (814)260-2000 531010 0014467-IN 6302010 ooo 7 350 00
735000 000 000 000 OOO Customer 00027BS Tolab: 000 7 350DO 735000 000 000 coo OOO 0002793 GreflnSoft Solutions Contact: Robin GreanhaDan Phone: (B16) 222-1200 4302010 D014282-IN 5302010 Don 7 210 56 900 7.210 53 000 000 OOO t 531010 D014642IN
6302010 ooo 7 210 58 7
210.58 OOO 000 000 ooo Customer 0002793 Tolab: 000 14 421 16 721063 7.210 53 000 000 000 0OO283O NelJOtus Contact: Amy Bollard Phone: (B16) 410-5968 5312010 D014466IN 63072010 ooo B46 30 B46 30 000 000 000 000 Customer 0002630 Tolab: 000 646 30
64630 OOO 000 DOO ooo DM2345 Hardhal. iik Contact: Snaun Astiley Phone. (810)471-7688 392010 0001329PP 392010 ooo 4092 00- 000 DOO DOO 4 092 00 ooo 5312010 D014643-IN 6302010 ooo 4 092 00 409200 000 000 000 000 Customer 0002645 Totab: 000 OOO 409200
DOO 000 4 092 00-
 000 0002903 1 A 1 Internet. Inc Contact: Heather Bower Phone: (610)560-1451 5312010 D0144 69IN 63072010 ooo 5 356 87 5.35887 OOO ooo 000 000 Customer 0002903 Totab: ooo 5 356 B7 535887 DOO 000 000 000 0002945 Skyway Networks LLC Contact: Randy
Leiker Phone: (913)663-3900 Extension: too 5312010 00144 7MN 630WO ooo 1 39945 1.39945 000 000 000 000 Customer 0002945 Totab: ooo 1 39945 139945 000 000 000 000 0002947 Unde Prtvalo Networks LLC Contact: Chnslme Phone: (610)225-1561 43012010
0014283-IN 53020 ID ooo
1 000 00 000 t.000 00 OOO 000 000 1 5312010 0014644IN 6302010 ooo 1 077 26 107725 000 000 000 000 Customer 0002947 Totab: ooo 2 077 25 107725 1.000 00 000 000 ooo 000294S Benfletd Hoidngs Inc Contact Vrchi Man Phone: (952)633 3474 172010 0615324-PP
172010 000 1 700 00- OOO 000 000 000 1,700 oc- Customer D0C2948 Totab: ooo 1 700 00- 000 000 ooo 000 1.700 Ofr 0002949 Kansas Broadband Internal Inc Contact Jon Cenulheni Phone: PBS) 8250199 22S72O10 0O1339B-JN 3302010 D00 546 35 OOO 0D0 ooo DOO
64635 62 3312O10
D01390S-1N 4302010 ooo 646 35 OOO 000 ooo 64635 000 31 42B3010 D014005-1N 52V2010 ooo 3.B7S 10 OOO 3.B7B 10 ooo OOO 000 3 5262O10 D014371CM 000 5 170 SO- 517060 000 ooo 000 000 Customer 0002949 Tolab: 000 000 517080- 3,373 10 000 64635 64635 0O02951
Variron Wireless (AltoH) Contact Jamas Ells Phone: [501)905-5122 531OO10 D014645-IN G302010 0.00 3 007 63 3.00766 000 ooo OOO 000 Customer 0002951 Totab. 000 3007 68 3.00768 000 000 000 OH 0002952 K-PowerNeU LC Contact Rod Couch Phona:
1916)256-1833 5312010
 DOI4646-tM 5302010 ooo 2 297 78 2.29776 000 000 000 000 Customer 0002952 Tolab: 000 2 297 73 2.29778 000 000 DOO 000 0002953 Qwest Commurucalrons Corp Contact Phone: (913)676-3927 1122009 1109WIR-PP 112200S ooo 1.176 00 OOO 000 000 000 117500-
5262010 O0143551N 62572O10 000 5 401 69 5.40169 000 000 ODD OOO Customer 0002953 Totab: 000 4,226 69 5.40169 ooo 000 OOO 117500 0002954 Barnslam-Rem Advertising Contact: Brandy Rdey Phone: (816)960-5357 43O2O10 00142





 









 









	Accounts Receivable Aged Invoice Report Sorted by Customer Number All Open Invoices Aged as of 05312010 American Fiber Systems. Inc. (AFS) Customer Invoice Due Deles Discount Days Invoice Dele
Mumbei Invoice Discount Amount Balance Current 30 Deys 40 Days 50 Days 90 Days Delq            Customer 0002060 Tote la: 000 10 024 00 1002400 000 000 0D0 000 0002961 Sprint Communicalions
Contact. Phone: (8
16)3297055 5255010 0014359 IN 67252010 000 5.012 00 501200 ooo 000 000 ooo            Customer 0002961 Touts: 000 5.012 00 501200 000 000 000 000 0CO2964 Ad knowledge Inc Contact: Paul
Windrscn Phone: (B16) 7771188 5312010 0O1464BIN 6302010 000 2.460 50 246050 000 000 OOO ooo            Customer 0002964 Totals. 000 2460 50 246050 000 OOO ooo ooo 0002965 Avid Phone
Contact: David Hoisngswrl
h Phone: {816)9947033 4272010 426W1HPP 4272O10 000 5177 ooo 6177 000 ooo 000 4302010 D014114IN 53072010 000 4,179 77 000 4,179 77 OOO ooo ooo 1 57312010 D014473IN 630201C 000 4 43612 443612 000 OOO 000
ooo            Customer 0002065 Totals: 000 8 554 12 443612 4 11800 OOO 000 ooo 0002966 SureWesl Communicalrans Con lad: Tom Reaves Phone: (913)3229631 52672O10 D014356IN 62672010 000
501200 501200 000 ooo 000 000 Customer 0002966 T Diets: 000 5 012
00 501200 ooo ooo 000 000 0002967 AT8T Contact: Randall Fasdoth Phone: (913)7671503 5262010 3011356 IN 6725201G 000 10 024 00 10.02400 000 ooo 000 000 Customer 0002967 Touris. 000 10024 00 10 G24 00 000 000 ooo ooo 0002969 Crearwire130USLLC CDllact:
Ami Walton Phone: (425) 2167691 3312O10 0013738 IN 4302010 000 3 465 52 ooo 000 ooo 346552 000 31 4302010 0014I151N 53072010 000 3 465 52 ooo 3.465 52 ooo OOO 000 1 5312010 0014474IN 5302010 000 3 465 52 346552 000 000 000 000 Customer 0002969
Touts: 000 10
..396 56 346552 3 465 52 ooo 346552 000 0002970 Verizon Wireless (VAW| LLC Contact: Lalosha ingrarn Phone: (63613450449 3182010 0013636IN 4172010 000 32B6I6 53 OOO 000 000 328,61653 000 44 Customer 0002970 T Dials: 000 326 616 53 OOO 000 000 32B.616
53 000 Derision 40’ rolali. 000 513 581 39 12374144 61.281 20 000 328.63640 7765 Number of Customers. 2 0005001 Ahem Rentals Contact: Joyna Accounts Payable Phone: (702)3624623 5312010 00144 75IN 57302010 000 5944 00 5.94400 ooo 000 OOO
ooo   
         Customer 0005001 Tduk. 000 5 944 00 5.94400 000 000 OOO ooo 0005002 Amerran Tower SSl Corclact: Sandra Stanley Phone. (770)3081958 4302010 001428am 53O2010 000 13950 OOO 13950 000 000 000 1
53172010 0014649IN 6302010 000 9300 00 S.300 00 ooo 000 000 000 Customer 0005002 Totals: 000 9 439 50 930000 13950 ooo 000 000 0005004 AT5T (SBC Long Dislsnco LLC] Contact, Chro Octi Phone (908)234 3722 5312010 D014476IN 5302010 000 2.900 00
280000 000 000 000 00
0 Customer 0005004 Touus: 000 2.S00 00 2.S00 00 ooo ooo 000 ooo 0005005 Ceshman Phola ConlacL Matfene Phone: (702)B718300 Extension: 117 4302010 00142891N 5302010 000 50000 ooo 50000 OOO 000 000 1 5312010 0014E50IN 57302010 000 50000 50000 000 ooo
000 000 Cuetomer 0005005 Totals: 000 1000 00 50000 50000 000 ooo 000 Q005006 Ctark. County Jnlormalion Tech Contact; Kyele Diicon Phone, (702)4554)242 5312010 0014477 IN 5302010 000 11750 00 1175000 000 000 ooo
ooo            Cuelomer 0005006 T Dials: 000 11750 00 1175000 000 000 ooo GOO 0OO5O07 Craanwa US LLC Contact. Ami Walton Phone: (425)2167891 5262010 02O6626PP 52672010 000 18 695 00 16.695 00 000 ooo ooo ooo 5312010 0O1447BIN 6302010 000
18.695 00 1B.695 00 000 000 000 000 Customer 0005007 Totals: Q00 ooo OOO 000 000 00G GOO D0O5O10 Echelon Resorts LLC Contact: Scott Schroder Phone: (702)8888146 4302010 0014290r.N 53012010 ooo 4.100 00 ooo 4 100 00 ooo D00 OOO 1 5312010 0O14651IN
6730
72010 Ooo 4.100 00 410000 000 000 OOO 000 Customer 0005010 Totals: ooo S 200 00 4.10000 4 100 00 DDO 000 000 0005013 Integra Telecom Inc Contact, Candrse Hi Phone. (503)453274 000 5312010 D014479IN 67302010 Customer 0005013 Totals: 000 000 500 00
500 00 500 00 500 00 ooo 000 000 000 000 000 000 0005014 Kayon Cornmunrcauons Contact Derek Phone: (402)9984098 531





 









 









	Accounts Receivable Aged Invoice Report Sorted by Customer Number All Open Invoices Aged as of 05312010 American Fiber Systems, Inc. (AFS) Customer Invoice Due Dalea Discount Days Invoice Dale
Number Invoice Discount Amount 3alaace Currenl 30 Deys 40 Days 60 Days 90 Days Delq 0005018 NV PowerSPONV Energy Contact; Dana Malone Phono: (702)6574299 4222010 00139S3IN 57222010 000 900 00 OOO 90000 000 000 OM 9 4302010 0014122 IN 5302010 OOC
3.900 00 OOO 3.900 M
000 030 000 1 527(2010 0014363IW 67262010 DM 5.787 08 5.7B7 OB DM ooo DOO OM 5272010 0014365 IN 672672010 ooo 7.476 10 7,47610 DM 000 000 OM 5312010 M14481IN B302010 000 10.020 00 10.02000 0.00 000 000 000 Customer 000501B Totals. ooo 26.085 18
23.2B5 IB 1 BOO DO 000 000 000 0005019 Nevada Telephone Contact: Jason McLamoos Phone: (702) 882000 Extensnn: 1010 4302010 M14293IN 5302010 ooo 3B36 70 OOO 3.836 70 000 000 OM 1 5312010 0014654IN B302010 000 3 760 00 3.76000 OOO 000 000 000
Customer 0005019 Tota
ls: 000 7.618 70 3.78000 3.83670 000 000 OM 0005022 Qwest OnFiber Invoce Process Contact: Barb Barker Phone: (703)2594370 4202010 TO13974IN 520V201C ooo 12.2B9 12 OOO DM 12.289 12 000 OM 11 4202010 M13975IN 5202010 D00 1.050 00 ooo OOO 1050 00 OM OM
11 4202010 0013976IN 520201C ooo 1.760 00 ooo OM 1760 00 OM OM 11 4302010 D01412HN 5302010 ooo 22.500 00 ooo 22 5OO.O0 000 OM OM 4302010 M14124IN 5302010 ooo 15.000 00 ooo 15.00000 000 DM OM 4302010 D014125IN 530201C ooo 21.000 00 ooo 21.000.00 000
OM OM 4302010
 0014126IN 53072010 ooo 2.200 00 DM 2.20000 000 OM OM 4302010 00141271N 5302010 ooo 1.350 00 DM 1.350 W 000 DOO OM 52672010 D014369IN 6272010 ooo 814 34 B14 34 OOO 000 DM OM 5312010 D0144S2JN 6302010 DM 22.500 00 22.500 M DM 000 OM OM 5315010
00144S3JN 53072010 ooo 15.000 00 15.000 M DM 000 OM OM 5311010 D014484IN 63072010 ooo 21.375 00 21.375 M DM 000 OM OM 5312010 0014435 IN 5307010 ooo 2.200 00 2.20000 000 ore OM OM 5312O10 D0144861N 6302010 000 1350 00 1.35000 000 000 000
ooo            Customer 0005022 Totals: 000 140.388 46 63.23934 62.050 00 15 09912 000 0M D005023 SBC Long Distance LLC Contact: Chnsiopher Och Phone: (908)2343722 4<3O2010 0014128 IN 53072010 ooo G 465 00 DM 6 495
00 DOO OM OM 1 5312010 D0144S7IN G302010 000 6.495 OO 6.49500 000 000 OM OM            Customer 0005023 Totals: 000 12 990 00 6.49500 6.495 00 ooo OM OM 0005024 Untied Healthcare Services
Contact. Judy W
oodard Phone: (702)24270M 5312010 M14655IW S3O72O10 ooo 7.S50 00 7.B50.M 000 ooo 0D0 OM            Customer 0005024 Tolab: 000 7.B5O0O 7.B50M OM ooo ODO OOO 0005027 Sptiea communications
Contact: Chris Donnelly. Presidenl Phone: (650)5772304 4302010 0014295tN 53O72O10 ooo 3000 00 DM 3.000 OO ooo 300 ooo 1 5312010 0014656 IN 67302010 000 3.000 00 3.000 M 000 000 OOO
OM            Cuelomer 0
005027 Totels: ooo 6.000 OO 3.00090 3.000 00 000 000 OOO 0005029 Stratosphere Gamng CorpACEP) Contact: Mike Easig Phone. (702)3834821 5312010 D014488IN B73O2O10 000 7.441 67 7.441 B7 OM ooo 000
OM            Customer 000502B Totals: 000 7 441 67 7.441 B7 000 ooo 000 OM 0O05O2S TelePacific Cc «P Contact: Jason McClain Phone: (585)2166729 423010 00139B7IN 5232010 000 1.225 75
OOO 1.225 75 DOO 000 OM B 43O2TJ10 3014130 IN 53O2O10 ooo 22 900 00 DM
 22 MOM DM ooo OM 1 5312010 3014489 IN 673O7ZO10 000 22.900 00 22.90000 OOO ooo 000 OOO            Cuelomer D005029 Totals: 000 47.025 75 22.90000 24.125 75 000 ooo GOD 0005034 WillelLevel
3 Conunumcaliorfi Contact Vtad ColTman Phone: (702)888.1312 5312010 DO144901N 6302010 000 2950 00 2.95000 000 OM 000 000 Cuelomer OOOS034 Totals: 000 2 95000 2.95000 000 OM 000 000 DOQS035 XO Communications Contact: Trucie Duong Phone: (703) 54
724 B7 4302010 0014132 IN 53O7010 000 5548500 000 65.485 M OM 000 DM 1 5312010 0014491IN 573072010 aoo 65.485 00 65.48500 000 OM 0.00 000 Customer 0005035 Totals: 000 13097000 6548500 65465O0 OM 000 000 0005036 Switch Communcations Contact: Jeff
Ames. President Phone: (702)44.4102 4302010 00H131 IN 53O2010 000 IB 720 00 D00 18 720 M DM 0.00 DM 1 5142010 001434 3IN 571370





 









 









	Accounts Receivable Aged Invoice Report Sorted by Customer Number All Open Invoices Aged as of 05312010 American Fiber Systems. Inc. (AFS) Customer) Invoice Due Dales Discount Days Invoke Dale
Number Amount Balance Current 30 Days 40 Deys 60 Days 9D Days Deiq 5312010 0014659 IN mo2010 000 9 932 00 9.93200 000 ooo 000 Ml2010 0014660IN 3CV2010 ODO 5312010 0014561 IN 5T3O2O10 ooo 10.845 00 10.64500 0.00 000 Customer 0005045 Totals: 000
105.O2B75 79.61575 25.4
13 00 ODO 000 ODO 0005046 Sou lham NV Wa La r Au thorny Contact ScollKrentz Phone: (702)8623400 Extension; 5240 4’272010 0013999IN S272O10 000 11.000 00 000 11.000 00 0.00 000 000 4 Customer 0OOS046 T Dials: 000 11.000 00 000 11.000 00 000 000
ODO 0005049 Excess CornmunFCarjons Contact ftjch Redding Phone: (702)8881021 4302010 0014300IN 5302010 000 2436 00 ooc 2.43600 000 D00 5312O10 0014662IN 6302010 ooo 2 400 00 240000 000 000 ooo 000 Customer 000S049 Touts; 000 4B36 00 240000 2.43600
000 000 OOO 000
5051 The Patron Spinls Company Contact: Davri Lawrence Phone: (702)2629446 D013757IN 4302010 D00 4 331 25 000 D0141S6IN 53072010 DOO 4 331 25 000 s D014495IN 6302010 000 4 331 25 433125 000
i            Cuslomer 0005051 Totals: OOO 12 99376 4.33125 4.331 25 000 433126 000 0005055 Anexeon LLC Contact: Curt Miler Phone: (702)9380365 Extension: 125 4302010 OOH301IN 530Z201C ooo
7650 00 000 7.85000 000 5142010 D014342IN 6132010 ooo 1.593 53 159353 000
000 ooo DOO 5312010 D014663IN S30J2O1Q 000 10.450 00 10.45000 000 000 000 ooo            Cuslomer 0005055 Totals: DuO 19 693 53 12.04353 7 850 00 000 000 000 0005056 Petioglyph Games
Conlecl: Brandy Pastora Phone. I702! 228 4040 5312010 0O144961N 6302010 000 675 00 B75O0 000 000 ooo OOO            Cuslomer 0005056 Totals: 000 875 00 87500 000 000 000 000 D005O58 Switch
Business Solulnns LL
C Contact: Rhonda Gertie Phone: 1702)2676615 5312010 D014497IN 67302010 000 1.S6019 1.86019 000 ooo 000 000 Customer D00505B Totals: ooo i SSO 19 1.85019 000 ODO ooo 000 D005062 NSTec Telephone Sovices Contact Rita Phone: (702)2950716 5312O10
0014664IN 6302010 000 9.563 00 9.66300 000 000 000 000 Cuslomer 0005062 Totals: 000 9 563 00 9.68300 000 ooo ooo 000 0005060 Global Crossing Contact Phone: (703)2594467 4302010 0014139IN 53O72O10 000 B 101 00 000 B.301DO 000 ooo ooo 1 5312010
001449SIN 63072010 000 8.4
25.51 842551 OOO 000 000 ooo            Cuslomer 0005066 Totals. 000 16 726 51 842551 6 30100 000 000 000 0005068 IVetocny Contact Kuana Jackson Phone: (702)333752 3312010 001376HN 4302010
000 2. BOO 00 000 000 000 2 800 DO 000 4302010 0014140IN 53OI201O 000 2.BO0 00 000 2,800 00 5312010 O014499IN 302C10 000 2 BOO 00 2.80000 000 000 000 000 Customer 0005066 Totals: 000 8.400 00 2.80000 Z.B00O0 000 2,80000 ODO 0005069 Pewade
Enlertammenl Contact; Do
mingo Ruiz Phone; (702)6884118 5312010 001466 5IN 6302010 000 4.935 00 4,93500 000 000 ooo ODO            Cuslomer D005069 Tolab: 000 4 935 00 4.93500 000 000 ooo ODD 0005070 Diamond
Resorts Cenlrafczed Contact: Slaphen Eeerier Phone: (702)3047220 4302010 D014304IN 53072010 000 7 185 00 000 7.1B5 00 000 5312010 0014666IN 6302010 000 7 18500 718500 000 000 ooo 000 Cuslomer 0005070 Totals: ooo 14 370 00 718500 7.1B5 00 000 000 ODO
0005073 Tetosphere
Nelworiw Contact jBoalle Pane Phone: (460)3857038 3312010 0013929 IN 4302010 000 5,246 74 OOO ooo 000 5.24674 OOO 31 4JO2O10 0014141 IN 530.7010 000 4.106 40 D.OO 4.106 40 000 000 57312010 0014500 IN 6302010 D00 4.10640 410640 000 000 ooo
ODO            Cuslomer 0005073 Toubc; 000 13.459 54 4.10G40 4 106 40 000 5,24674 000 9005074 level 3 Communications.. LLC Contact Bla5a Gabraski Phone; 1814)2602441 5312010 0014501IN
63O72O10
 000 6.503 00 6.50300 000 000 000 000 Customer 0005074 Totals: ooo 6.503 00 6.50300 000 000 ODO OOO 0005075 Verizon Wireless Contact LeOuyn Uong Phone: (949)2667941 5312010 D014502IN 63O2010 000 41000 00 41.00000 000 000 000
BOO            Cusloiner 0005075 Totals: 000 41000 00 41.00000 000 000 DOS ODO D00507E CHSl of Nevada Contact: Cheryt Mono Phone: (702)73644





 









 









	Accounts Receivable Aged Invoice Report Sorted by Customer Number All Open Invoices Aged as of 05312010 American Fiber Systems. Inc. (AFS1 Customer Invoice Pue Pales ?ncounl Days Delq Invoice Data
Number Invoke Orsconnl Am mini Balance Current 30 Days 40 Days BO Days 90 Days 0005082 Peoples Utility Corporation Contact Jason Earl PhDne: (702)3265173 4302010 0014309 IN 5302010 ooo 1 100 00 000 531(2010 0014670 IN 63O2O10 000 1.115 50 1116 SO
OOO 000 OOO 000 Custo
mer Q0050B2 Totab: 000 2.216 50 1.11650 110000 ooo OOO ooo 0OO5OB6 Al Hospttably Sortitions Contact Jason Earl Phone. 1702)3265173 4302010 0014310 IN 5302010 ooo 1 11650 ooo 1.11650 000 5312010 0014671 IN 6302010 000 1 116 50 1.11650 OOO 000 000 000
Customer 00050B6 Totals: 000 2 233 00 1.11650 1.11650 000 000 ooo 0005033 Sleelmen Partners Contact: Caroline Navarro Phone: (70218730221 4JO2010 0014311 IN 5002010 000 1.275 00 000 1.27500 ooo 000 5312010 D014672IN 6V3O2O10 000 1,27500 1.27500 000
000 000 000 C
ustomer 00050BS Totab: 000 2.550 00 127500 1.27500 000 000 ooo 0005OBS Harrah’s Opershng Company Inc Contact: Mark Cross Phone: (702)6804.735 43072010 0014312IN 5302010 000 19 720 00 5312010 D014S73IN 6302010 ooo 19 720 00 t9 720.00 000 000 000
000 Customer 0O05OB9 Totals: 000 39 440 00 1972000 19.720 00 ooo ooo 000 0005090 Inl’IBro o( Electrical YVrkrs Contact; Tom Slelson Phone: (702)569.2089 5262010 D014361IN 6250010 000 10207 57 10,20757 000 000 000 000 Cuslomer 0005090 Totals:
UL1] 10.20
7 57 10.20757 000 000 000 000 0006094 RSD Technologies Contact, Rob Tyrw Phone: (702)47B659B 4222010 000 2.850 00 000 2 850 00 4302010 ooo 2 650 00 000 2650 00 5312010 000 2 350 00 265000 000 ooo 000
ooo            Cuslomer 0005094 Tolab; ooo 8 550 00 2B5OO0 5 700 00 000 000 000 D0O5O95 Encor Production Contact: Todd VdDe Phone: (702)7398303 000 199 96 ooo 19993 ooo 000 3.000 00 ooo
3000 00 000 3 000 00 3.00000 OOO ooo 000 Cuslomer 0005095 Tolab: 0
00 6.199 9B 3.00000 3.199 98 000 ooo 000 0005096 Holiday Syatems Inlomaifonal Conlact: Rex Jonas Phone: (702)2543100 51872010 D01434BIN 6172010 000 780 56 76056 ooo 5312010 001467IN 6302010 000 1.100 00 110000 O.OO 000 000 000 Customer 0005096
Touts: 000 1680 56 188056 0.00 000 ooo 000 0005097 Las Vegas Paving Coru Contact: Phone; (702)2515600 5262010 0O1436O1N 6252010 ooo 1.627 32 1.62732 000 000 000 000 Cuslomer 0005097 Totals: 000 1.627 32 1.62732 000 000 000 000 0OO5O9S Gaming
Partners Inl’l USA Co
ntact: Andrew Icarangal Phone: (702)3842425 5272010 0014367 IN 672672010 ooo 464 40 46440 ooo 5312010 0014677 IN 6302010 ooo 1.200 00 120000 OOO 000 ooo            Customer 0005099 Totab:
ooo 1664 40 16S4 40 000 ooo 000 ooo Drvrsion 46 Totals: D00 SB1030 49 590,219 46 342.324 00 15.099 12 13.38791 Number of Customers: 54 0002709 Ins Networks Conlact: Phone: (614)4252300 5312010 0014678IN 6302010 000 7.034 65 7034,65 OOO 000 000
DOO            Customer 0002709 Tolab: 000 7.034 65 7.03465 OOO 000 000 ooo 0002736 MCt Wonomm Ann Ceita Polle Contact Ceha Poole Phone; (972)7296535 1242009 M1253SIN 1’32010 000 229617 000 000 ooo DOO 2
29B17 Cuslomer 0002736 Totals; 000 2296 17 000 000 000 000 2.29B 17 0002738 VenrJerbill Unrvervty Medea Conlact Susan Walker Pnone: (615)3221400 «302010 0014144 IN 57302010 ooo 900 00 000 90000 5312010 0014504 IN B3072010 000 900 00 90000
OOO            Customer 000273B Tolab: 000 1.800 00 90000 90000 ooo ooo ooo 0002B35 Level 3 CommuniGa lions LLC Contact. Jonathan Hagei Phone: (720)8881312 5312O10 0O145O5IN 0302010 ooo 2 264 64 2,29464 000
000 Customer 0002B35 Totals: ooo 2.2B4S4 2.2B4 64 000 000 ooo OOO 0002897 MClmetro Access Transmission Contact: Celia Poole Phone: |972) 7296535 1242009 0012536 IN 132010 000 1.239 50 000 ooo D00 000 1.23950 Cuslomer 0002697 Totab: 000 1 239,50 000
000
ooo ooo 1.23950 D00291S VflndertHl Urm MedcatClr Conlact: Susan Walker Phone: (615)3221400 43O2O10 0014146 IN 5302010 ooc 20,000 00 0.00 20.00000 000 5312010 O0145OIN 6302010 000 20 OOO 00 20 00000 000 000 000 Cualomer





 









 









	Accounts Receivable Aged Invoice Report Sorted by Customer Number All Open Invoices Aged as of 05312010 American Fiber Systems, Inc. (AFS) Customer Invoico Due Dalai ?Iscounl Invoice Dele Number
Invoice Discount Amount 3alance Current 30 Days 40 Days BO Days 90 Days Dalq Number ol Customers: 7 Q0060M Twelve Horses Contact Wiliram (Bill) Edmonds Phone: (61714257390 3312010 0013767IN 4302O1D 000 30 42 000 000 000 3042 ooo 31 4302010 D014147IN
5302010 000 6 7
4B 57 000 6,74a 57 D00 000 5312010 0O145O7IN 6302010 000 6 74B57 674857 OOO OOO 000 ooo            Customer 0006000 Totals. 000 13 527 66 674857 6.74857 OOO 3042 000 0006002 AMHasline LLC
Contact: Elite Dtehm Phone; (702| 8855973 4302010 001414BIN 53072010 ooo 3.915 00 000 3.91500 D00 000 ooo Ml3010 D014508IN 6302010 000 3.915 00 3,91500 000 000 ooo 000 Customer 0006002 Totals; 000 7.B30 00 391500 391500 000 000 000 0006003 Drarte
America. IncBEA c
ontact; Gary Swanson Phone. (916)3154848 5312010 0OI45O9IN 53OIO10 000 17.692 50 17.69250 000 ooo ooo 000 Customer 0006003 Totals: 000 17.69250 17.69250 OOO 000 000 000 0006004 CrtyofReno Contact Melutda Fnas Phone; (775)3483914 4302010 D014317UJ
5302010 000 1.932 00 ooo 1.932 OO 000 000 5312O10 D0146SOIN 6302010 000 1.932 00 193200 000 ooo 000 000 Customer 0006004 Touts: 000 3 864 00 193200 1.932 DO ooo 000 000 0006005 Great Basra interne! Svcs. rnc Contact Bruce Robertson CEO Phone:
(775)3487299 3312010 0
013943IN 4302010 000 2 250 00 ooo OOO ooo 2,250 00 4’30’2O10 00143181N 5302010 ooo 2,362 50 000 2.362.50 ooo 5312O10 00146811N 6302010 ooo 2.362 50 2.36250 000 ooo 000 000 Customer 0006005 Totals. 000 697500 2.36250 2.362 50 ooo 2.250 00
000 0006006 IGT Contact: Kay Bonzer Phone: (775)44B0250 4302010 0014319IN 53OV2O10 000 13.66200 ooo 13 662 00 000 ooo ooo 5312010 0014682IN 6730O010 000 13.662 00 13.662.00 000 000 ooo 000 Customer 0006006 Totals: 000 27.324 00 13.66200 13 662 00
000 ooo 000 00060
09 NV System or Higher Education Contact: Ron Rrtchey Phone: (775)7846552 5312010 0O14683IN 63072010 ooo 200 00 20000 000 000 ooo 000 Customer 0006009 Totals: 000 200 OO 20000 000 000 000 ooo 0006010 Qwest Goveminenl Services Contact Jusenn D Phone:
(703)2594309 4302010 D014150IN 5302010 ooo 150 00 000 15000 ooo ooo 000 1 5312010 0014510IN 6302010 000 150 00 15000 000 000 000 ooo            Customer 0006010 Totals: 000 300 DO 15000
15000 000 000 OO
O 000611 Weshoe County Comptroller Contact Phone: (775)3282563 1312010 M14511 IH 63072010 000 1.155 OO 1.15500 000 ooo cm 000 Customer 0006011 Totals: 000 115500 1.15500 000 000 ODD DOO 0006012 Washoe County Comptroller Contact; Phono: (775)3282552
5312010 00145121N 6302010 000 2.000 00 2.00000 000 000 000 000 5312010 00145131N 630.2010 000 1.400 00 1,40000 000 000 000 000 Customer 0006012 Totals: 000 3.400 00 3.40000 000 000 000 000 0006013 Renown Hearth Contact; Fran Glodl Phone:
(775)9624119
¦1307010 0014321IN 573O2O10 ooo 5 050 00 OOO 6050 00 000 M12O10 00146S4IN 6302010 000 E050 00 605000 000 ooo 000 000 Customer 0006013 Tomb 000 12100 00 605000 6.050 00 000 ooo 000 D006014 NV Depl of Transportation Contact Daniel Foa Le r Phone:
(775) B8B7793 5312010 DD14514IN 6302010 000 5.58000 6.58000 000 000 000 000 Customer 0006014 Totals: 000 6,580 00 6,58000 000 000 000 DOO 0006020 NV Department of IT Contact: Laune Ann Couohlin Phone: (775)6845859 1302010 0O1432JIN 53072010 DOC
4.400 OO 000
 4 400 00 ooo 000 5312010 0014515IN 6302010 DOC 5.572 10 6.57210 000 000 000 ooo 5312010 0O14685IN 6302010 000 4.400 00 4,40000 000 000 000 ooo            Customer 0006020 routs: 000 15 372
10 10,97210 4 400 00 ooo 000 000 0006021 Fop Spew) Internal Setvrcos Contact Chns Kissinger Phone: (775)6260135 4302010 00141551N 53072010 000 2 700 00 000 2700 00 ooo 000 ooc 5312010 00145161N 6302010 000 2 700 00 270000 Ooo 000 000 000 Customer
0006021
’ Totals; ooo 5400 00 270000 2,700 00 000 000 ooo D0O6023 Level 3 Communesuons, UC Contact Blase Gebreski Phone: (B14) 2602441 5312010 0O14517IN 63072010 000 6 602 0





 









 









	Accounts Receivable Aged Invoice Report Sorted by Customer Number All Open Invoices Aged as of 05312010 American Fiber Systems, Inc. (AFS) Customer Invoice Due Dalai Dlscounl Days Invoice Dale
Numboi Invoice Dacounl Amount Balance Current 30 Days 40 Daye 80 Days 90 Days ?elq            Customer 00060261 dials: 000 2B00 00 ooo OOO 000 OOO 2.80000 0006023 Washoo Coui ily DiiLnct
Court Contact: Ken B
eard Phone: 1775)328 2552 5312010 0014518 IN 63072010 ooo 1050 00 1050 00 1050 00 000 000 000 000 OOO 000 000 Customer 00060291 blals. ooa 1050 00 coo 0006030 CEiSIciNBVfl da Contact: Cheryl Moms Phono: (702)7364415 6312010 00146B8IN 5302010
Customer 00060301 ‘out Is: 000 OOO 90000 900 00 90000 000 000 000 ooo 90000 000 ooo OOO 000 0006031 lYoodbum Ji Vedge Contact Greg Barnard Phono: (775) 6883025 5312010 001468°IN 6302010 ooa 1037 70 1.03770 000 000 000 ooo
ooo     
       Customer 00060311 olals: ooo 103770 1.03770 000 000 ooo 0128312 EQCorp ConlaeL Jack Oawson Phono; (775) 352 2301 4302010 001432BIN 5302010 000 1340 00 000 1.34000 D00 D00 ooo 1 5312010 Q0I469OIN
67302010 CustomarQ1283121 ota Is: 000 000 1340 00 286000 134000 000 000 ooo ooo 1.34000 1.340 00 ooo ooo ooo            Division 55 Touiia: 000 144 789 B5 94.94937 44,760 07 000 2 23042
2.BOD00 Number Df Custom
ers 22 0O0274S Church 01 the LDS Contact: Jeff Msddy Phone: (80112404219 5312010 0014519IN 5302010 000 10 704 00 10.70400 000 000 000 ooa            Customer 00027421 out Is: 000 10 704 00
10.70400 SOO 000 OOO ooa 0002746 CentrepalhGlobal Capacity Contact: Taja Siddqui Phone: 9173980334 1242009 0012542IN H32010 000 2.471 31 ooo 000 000 OOO 247131 148 5182010 0014347IN 6172010 000 11 120 00 11.12000 000 000 OOO
ooo            Customer 00027461 ota la: 000 13.591 31 11.12000 000 000 ooo 247131 00027B3 Consonus Contact: Damal Milbum Phone. (801)6172930 4’302010 0014159IN 53O2010 000 5.173 36 000 5 173 36 000 DM ooo 1 5312010
0014520IN 630V201C 000 5.600 00 560000 000 ooo OOO 000 Customer 00027631 olab: 000 10 773 36 5.60000 5 173 36 000 ooo ooo 0002791 SBC Long Distance LLC Contact irma Smith Phone: (84719284292 5312010 0014521IN 63O2O10 000 6.263 00 6.2R3 0TI onn 000
ooo ooo            Customer 0002791 Totals: 000 6.263 00 6.2B3 00 000 000 ooo ooo 0002 803 snoleEdge inc Contact: Terry Halvorxan Pltone: (801)7163661 Extension: 303 4302010 0014329IN 53OJ2010 000 2,000 00 000
2 000 00 ooo OOO DOO 1 5.112010 00143S2IN 517(2010 ooo 3 342 61 3.34261 coo ooo OOO DOO 51B2010 0014353IN 5172010 ooo 2 455 42 2.45542 ooo ooo DOO ooa 57182010 0014354IN E172O10 000 2 534 37 2.53837 000 000 ooo DOO 5312010 0014691IN 6302010 ooo
3.973 38 3.97338 0
00 000 000 ooo            Customer 0002603 Totals: ooo 14 309 78 1230978 2 000 00 000 ooo 000 0O02BO4 Ancestry com Operations Inc Contact: Val Christsaaen Phone: (801)7057913 4302010
MM161IN 5302010 000 20.847 38 000 20 847 38 ooo ooo DOO 1 5312010 0014522IN S302010 ooo 20.741 04 20.74104 000 000 ooo ooo            Customer 0002804 1 ouris: coo 41.588 42 2074104 20.847
39 000 DOO ooa D0028
2G National LBmbda Rail LLC Contact Jmn Dolaonas Phone: (714)2203431 4302010 0014162 IN 53O2010 000 1 127 05 000 112705 DOG 000 000 1 5312010 D014523IN 57302010 000 1 127 05 1,127.05 000 000 000 000 Customer 0002B261 outs: 000 2 254 10 112705
1.12705 DO0 000 000 D002S3G Level 3 Communications. LLC Contact Jonathan Heger Phone: (720)8881312 5312010 0014524 in 630<2010 000 1532 64 153264 000 D00 000 000 Customer 0002836 Totals: 000 1532 64 1,53264 000 000 000 000 0002912 Xmssans. LLC
Contac
t. Stephana Haun Phone: (801)5390852 5312010 0014692 IN 6302010 000 9 216 00 9,21600 000 000 000 000 Customer 0002S121 ‘ouls. 000 9 216 00 921600 000 OOO 000 000 0002932 Verizon Busman MCI Metro Contact Celia Poole Phone: (972)7296535 1242009
0012545 IN 132010 000 1.034 96 000 000 000 000 1.03496 14 a            Customer 0002932 Totals: 000 1034 96 000 000 ooo 000 1,03496 0002933 Global Crossing Contact Jeff KusLerbeck Phono:
(703)2594467 4302
010 0014164 IN 5302010 000 34.10100 000 34 10100 ooo 000 ooo 1 5’312010 014525I





 









 









	accounts receivable aged invoice report sorted by customer number all open invoices — aged as of 05312010 american fiber systems, inc. afs) customerinvoicedue dalesdiscountdays invoice
datanumberinvoicedrscounlamountbalancecurrent30 days40 days60 daysbo dayscut customer 0002939 tomb0002 003 442003 44000000000000 0002939mozy inccontact: ryan harmonphone: bod 756-2331 5312010d014593in63020100 0014 300 0014.300
00000000ooo000 customer 000293b t
otals:00014 300 0014.300 00000000000000 0002941south central communrealonscontact: tony clarkphone: 435 826-4211extension: 1226 1302010d014168in5302010.00015 450 00ooo1545000doodooooci 5312010d014529-in630201000015450 0015.450 00od0000000000
customer 0002941 tomb:00030 900 0015.450 0015,450 00000000ooo 0002942sire technologiescontact: mike painterphone. 801 977-8606 2267201000134481n330120100008 000 000000000000008000 0052 customer 0002942 totals:0 008000 00ooo0000000008000 00
0002943hams corpora lioncontac
t: penny berckhemerphone: 321 309-2409 53u20100o1453o-in63020100006 399 156.399 15000000000ooo customer 0002943 tolata:0006 399 156.399 15000000000000 0002944proslar fuffilrmenl. jnccontact: judy coonphone: 1801 746-0861 43o2o100o14170-in53o20100001
100 000001 100 dodoo000oooi 53120100o14531-in673000100 001 100 001.100 000 00ooo000000 customer 0002944 totals:0002200 001.100 001 100 00ooo000000 0002945xo communicationscontact. rich jacksonphone: 703 547-2331 5312010d014532in630201000018
8010018.301 000000000
00ooo customer 0002945 totals:00018 6010018.80100000000000ooo 0002946rowland had si maries schoolcontact: patrick godfreyphone: 801 3557485 5312010d014694-in6302010ooo1200 001.200 00ooo000000ooo customer 0002946 totals:0001200 001.200 000000000d0ooo
0002948360 networkscontact: erin solanphone: 406 496-6507 4o020100011333 in5302010ooo6.000 000006000 000000 000001 531o0t00014695 in53020100006.000 00e.uo0o0ooo000000000 customer 0002946 totals:00012.000 000.000 006000 00ooo000odd 0002943abay inc
paypalcontact:
joe fmgefarwphone: 214 414-2834 5312o100014696-inrmoimio00033.2b5b833.2b5 88000000doo000 53100100014697 in630720100007.573 307.573 30000000000000 customer 000294 9 totals:ooo40.859 1840.859 ib000000000000 0002950variran business — hci
metrocontact; calia poolephone: 972 729-6535 43020100014336-in5302010000100 00000100 00oooduo0001 5312010001469bin6302010ooo100 00100 00000000ooo000 customer 0002950 totals:ooo200 00100 001d0 00000000000 0002951nutty guyscontact; dennis gravesphone.
801 557-4203 430201000
14337 in53020100001.000 000001.00000000000doo1 53120100014699-in630 2010ooo1.000 001000 00000000000000 customer 0002951 totals.ooo2.000 001000 001.000.00ooo000000 division 60 totals:0 00337.143 85231 398 7994 238 j900000011.506 27 number of
customers:26 0002790eschaton talecom inccontact; ellen copleyphone: 612 4364625 43o20100014172 in53020100005 415 000005.415 00ooodoo0001 53120100o145331n63020100005415 005 416 00000000000000 customer 0002790 totals:00010 830 005,415 005.415
00000000000 0002810escheion te
lecom inccontact: ellen copleyphone; 612 4364625 53120100014534 in6300010000204 55204 55000000000000 customer 000261a totals.000204 55204 55oooooo000000 0002854vector internet services inccontact: dawn wagnerphone: 612 395-8945
53120100014535-in63020100 00s 534 718.534 71oooooo000000 customer o0o2b54 totals:0008 534 718.534 71ooooooooo000 0oo2856ascent media network sev-gcgcontact: jenasa veleques jarsphone: 203 965-6520





 









 









	Accounts Receivable Aged Invoice Report Sorted by Customer Number All Open Invoices Aged as of 05312010 American Fiber Systems, Inc. (AFS) Customer Invoice Due DeLet Ducoonl Days Invoice Dale
Number Invoke Discount Amount Balance Currenl 30 Days 40Diyi 90 Days 90 Days Dole            Customer 0002BBO Totals: ooo 13.359 38 1335938 000 ooo 000 000 0002851 Hams Corporation Conlecl:
Penny Berckhamef P
hone: (321J 309 2409 5312010 D014538IN MO2010 000 6.687 40 6.68740 000 000 ooo OOO            Customer 0002861 Totals: 000 6 687 40 6.68740 000 000 ODD OOO 0002662 Global Crossing ConLact:
Jeff Kuslertwch Phone: (703I25M467 43MO10 MH17BIN 5302010 OOO 2 91000 ooo 291000 000 ooo OOO i 5’312O10 0O14539IN 6302010 ooo 2 953 65 2.95365 ooo 000 000 OOO            Customer
0002BB2 Totals: ooa
 5.B63 65 2.95365 2.91000 000 000 000 DivBlon TO Touts: 000 161.788 19 137.68394 24.204 25 000 OOO 000 Number or Cualomen: 9 Report Totals; OIK] 4 009.595 97 2.461.004 23 1.119.854 72 63.264 95 34423965
Jl2JS“TC            Number of Customer 336 lAK            Run Dole B22010 B:49:: !SAM <, ~ MR Dsla. 5312010






 










 






Schedule 5.13(a) — Network Outages

May 1, 2009 to May 1, 2010




	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Amount Paid
	 	 	 	 	 	 	in Service
	Date	 	Market	 	Credits
	 	5/1/2009	 	 	Atlanta
	 	 	$	0	 
	 	5/15/2009	 	 	Kansas City
	 	 	$	0	 
	 	6/10/2009	 	 	Atlanta
	 	 	$	0	 
	 	6/22/2009	 	 	Atlanta
	 	 	$	0	 
	 	6/26/2009	 	 	Atlanta
	 	 	$	0	 
	 	8/3/2009	 	 	Atlanta
	 	 	$	0	 
	 	8/11/2009	 	 	Las Vegas
	 	 	$	0	 
	 	8/26/2010	 	 	Atlanta
	 	 	$	0	 
	 	9/22/2009	 	 	Atlanta
	 	 	$	0	 
	 	9/22/2009	 	 	Las Vegas
	 	 	$	0	 
	 	12/8/2009	 	 	Las Vegas, Re
	 	 	$	0	 
	 	12/15/2009	 	 	Las Vegas
	 	 	$	0	 
	 	1/21/2010	 	 	Atlanta
	 	 	$	0	 
	 	1/28/2010	 	 	Atlanta
	 	 	$	6,420	 
	 	2/9/2010	 	 	Atlanta
	 	 	$	0	 
	 	2/17/2010	 	 	Boise
	 	 	$	0	 
	 	2/18/2010	 	 	Boise, Reno, 1
	 	 	$	0	 
	 	3/15/2010	 	 	Atlanta
	 	 	$	0	 
	 	3/25/2010	 	 	LV, Reno
	 	 	$	0	 
	 	4/9/2010	 	 	LV
	 	 	$	0	 
	 	4/26/2010	 	 	Reno
	 	 	$	0	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	Total
	 	 	$	6,420	 
	 	 	 	 	 	 	 	 	 










Due to an importing error that occurred when
ticketing was cut over from Attivus to the
new ticketing system, actions within master
tickets prior to that date (Mid June 2009)
are unavailable.



This means that unless an
RFO was requested/generated for the event,
outage durations could not be obtained for
the events as listed.








 









 










 









 













 









 













 









 













 









 













 









 













 









 













 









 













 









 













 









 








Schedule 5.14 — Deposits and Prepaid Expenses Invoiced

as of May 31, 2010



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Holding Entity	 	Amount	 	Held in {Account}	 	Start Date	 	End or Release Date
	Advanced Fiber Optics
	 	$	3,964	 	 	Prepaid Maintenance	 	 	9/4/2009	 	 	9/3/2010
	Carousel Industries
	 	$	1,430	 	 	Prepaid Maintenance	 	 	7/28/2009	 	 	7/27/2010
	Ciena CN4200
	 	$	3,918	 	 	Prepaid Maintenance	 	 	7/1/2009	 	 	6/30/2010
	DataTrend
	 	$	221	 	 	Prepaid Maintenance	 	 	1/3/2010	 	 	1/2/2011
	DataTrend
	 	$	236	 	 	Prepaid Maintenance	 	 	1/3/2010	 	 	1/2/2011
	Eaton Electrical
	 	$	2,146	 	 	Prepaid Maintenance	 	 	11/11/2009	 	 	11/10/2010
	Fiberlight
	 	$	40,037	 	 	Prepaid Maintenance	 	 	2/1/2010	 	 	1/31/2011
	Fujitsu
	 	$	6,456	 	 	Prepaid Maintenance	 	 	1/1/2010	 	 	6/30/2010
	Johnson Controls
	 	$	5,473	 	 	Prepaid Maintenance	 	 	2/1/2010	 	 	1/31/2011
	Light River — Navvis Inc
	 	$	9,625	 	 	Prepaid Maintenance	 	 	1/1/2010	 	 	12/31/2010
	CDW
	 	$	73	 	 	Prepaid Maintenance	 	 	3/1/2009	 	 	5/31/2011
	CDW
	 	$	1,037	 	 	Prepaid Maintenance	 	 	4/23/2009	 	 	5/31/2011
	CDW
	 	$	56	 	 	Prepaid Maintenance	 	 	4/25/2009	 	 	5/31/2011
	CDW
	 	$	523	 	 	Prepaid Maintenance	 	 	4/29/2009	 	 	5/31/2011
	CDW
	 	$	1,663	 	 	Prepaid Maintenance	 	 	4/30/2009	 	 	5/31/2011
	CDW
	 	$	1,127	 	 	Prepaid Maintenance	 	 	5/1/2009	 	 	5/31/2011
	CDW
	 	$	411	 	 	Prepaid Maintenance	 	 	5/5/2009	 	 	5/31/2011
	CDW
	 	$	208	 	 	Prepaid Maintenance	 	 	12/31/2009	 	 	5/31/2011
	Tellabs
	 	$	4,425	 	 	Prepaid Maintenance	 	 	10/23/2009	 	 	10/22/2010
	Zyrion
	 	$	3,441	 	 	Prepaid Maintenance	 	 	2/1/2009	 	 	7/31/2010
	Light River
	 	$	6,576	 	 	Prepaid Maintenance	 	 	4/6/2010	 	 	7/5/2010
	City of West Jordon
	 	$	3,200	 	 	Prepaid Other	 	 	1/1/2010	 	 	12/31/2010
	City of West Valley
	 	$	3,315	 	 	Prepaid Other	 	 	1/1/2010	 	 	12/31/2010
	Salt Lake City Co
	 	$	26,678	 	 	Prepaid Other	 	 	1/1/2010	 	 	12/31/2010
	GA Dept of Transp
	 	$	55,592	 	 	Prepaid Other	 	 	1/1/2010	 	 	12/31/2010
	XCEL Energy
	 	$	61,624	 	 	Prepaid Other	 	 	1/1/2010	 	 	12/31/2010
	XCEL Energy
	 	$	10,638	 	 	Prepaid Other	 	 	1/1/2010	 	 	12/31/2010
	IPCO Pole
	 	$	66,552	 	 	Prepaid Other	 	 	1/1/2010	 	 	12/31/2010
	Cuyahoga CTY
	 	$	20,727	 	 	Prepaid Other	 	 	1/1/2010	 	 	12/31/2010
	AT&T
	 	$	5,578	 	 	Prepaid Other	 	 	1/1/2010	 	 	12/31/2010
	AT&T
	 	$	878	 	 	Prepaid Other	 	 	1/1/2010	 	 	12/31/2010
	Marketo
	 	$	14,280	 	 	Prepaid Other	 	 	1/1/2010	 	 	12/31/2010
	Joe Price
	 	$	458	 	 	Prepaid Other	 	 	7/1/2009	 	 	6/30/2010
	Joe Price
	 	$	5,500	 	 	Prepaid Other	 	 	7/1/2010	 	 	6/30/2011
	CSX Transportation
	 	$	1,199	 	 	Prepaid Other	 	 	7/1/2009	 	 	6/30/2010
	CSX Transportation
	 	$	14,790	 	 	Prepaid Other	 	 	7/1/2010	 	 	6/30/2011
	Access Communications
	 	$	2,008	 	 	Prepaid Other	 	 	1/1/2010	 	 	6/30/2010
	Clark County
	 	$	3,998	 	 	Prepaid Other	 	 	7/1/2009	 	 	6/30/2010
	Pacificorp
	 	$	2,274	 	 	Prepaid Other	 	 	4/1/2010	 	 	9/30/2010
	Citrix
	 	$	9,688	 	 	Prepaid Other	 	 	1/13/2010	 	 	1/12/2011
	Union Pacific
	 	$	8,001	 	 	Prepaid Other	 	 	3/26/2010	 	 	3/25/2011
	Union Pacific
	 	$	1,145	 	 	Prepaid Other	 	 	4/22/2010	 	 	4/21/2011
	The Sundance Co
	 	$	1,124	 	 	Prepaid Other	 	 	4/1/2007	 	 	5/31/2011
	Eagle River
	 	$	1,130	 	 	Prepaid Other	 	 	1/1/2006	 	 	5/31/2011
	Southern Company
	 	$	2,325	 	 	Prepaid Other	 	 	6/1/2008	 	 	5/31/2011
	State Division of Lands
	 	$	250	 	 	Prepaid Other	 	 	7/1/2009	 	 	6/30/2010
	Continental (D&O)
	 	$	11,510	 	 	Prepaid Insurance	 	 	12/1/2009	 	 	12/1/2010
	Travelers (Workers Comp)
	 	$	6,309	 	 	Prepaid Insurance	 	 	9/11/2009	 	 	9/11/2010
	Travelers (Commercial)
	 	$	15,977	 	 	Prepaid Insurance	 	 	5/1/2009	 	 	9/11/2010
	Travelers (E&O)
	 	$	3,552	 	 	Prepaid Insurance	 	 	11/5/2009	 	 	9/11/2010






 









 






Schedule 5.14 — Deposits and Prepaid Expenses Invoiced

as of May 31, 2010




	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Holding Entity	 	Amount	 	Held in {Account}	 	Start Date	 	End or Release Date
	CNA (Crime)
	 	$	4,448	 	 	Prepaid Insurance	 	 	12/1/2009	 	 	 	5/31/2011
	CNA (Crime)
	 	$	6,672	 	 	Long Term Prepaids	 	 	 	 	 	 	6/1/2011 - 12/1/2012
	Eagle River
	 	$	27,772	 	 	Long Term Prepaids	 	 	 	 	 	 	6/1/2011 - 12/1/2035
	Southern Company
	 	$	16,275	 	 	Long Term Prepaids	 	 	 	 	 	 	6/1/2011 - 5/31/2018
	The Sundance Co
	 	$	937	 	 	Long Term Prepaids	 	 	 	 	 	 	6/1/2011 - 3/31/2012
	CDW
	 	$	67	 	 	Long Term Prepaids	 	 	 	 	 	 	6/1/2011 - 5/3/2012
	CDW
	 	$	951	 	 	Long Term Prepaids	 	 	 	 	 	 	6/1/2011 - 5/3/2012
	CDW
	 	$	51	 	 	Long Term Prepaids	 	 	 	 	 	 	6/1/2011 - 5/3/2012
	CDW
	 	$	501	 	 	Long Term Prepaids	 	 	 	 	 	 	6/1/2011 - 5/3/2012
	CDW
	 	$	1,524	 	 	Long Term Prepaids	 	 	 	 	 	 	6/1/2011 - 5/3/2012
	CDW
	 	$	1,033	 	 	Long Term Prepaids	 	 	 	 	 	 	6/1/2011 - 5/3/2012
	CDW
	 	$	376	 	 	Long Term Prepaids	 	 	 	 	 	 	6/1/2011 - 5/3/2012
	CDW
	 	$	191	 	 	Long Term Prepaids	 	 	 	 	 	 	6/1/2011  - 5/3/2012
	Tier 4
	 	$	3,800	 	 	Long Term Deposits	 	 	 	 	 	 	6/30/2017
	Midland Square
	 	$	3,500	 	 	Long Term Deposits	 	 	 	 	 	 	7/19/2014
	City of Alpharetta
	 	$	10,000	 	 	Long Term Deposits	 	 	 	 	 	in lieu of bond
	Bell South
	 	$	100,000	 	 	Long Term Deposits	 	 	 	 	 	Permanent AP
	SBC Network
	 	$	25,200	 	 	Long Term Deposits	 	 	 	 	 	Permanent AP
	J T Communication
	 	$	10,308	 	 	Long Term Deposits	 	 	 	 	 	 	12/31/2013
	Cousins Properties
	 	$	5,863	 	 	Long Term Deposits	 	 	 	 	 	 	7/1/2011
	Telx
	 	$	9,532	 	 	Long Term Deposits	 	 	 	 	 	 	9/30/2015
	CB Richard Ellis
	 	$	15,000	 	 	Long Term Deposits	 	 	 	 	 	 	8/31/2015
	GA Power
	 	$	25	 	 	Long Term Deposits	 	 	 	 	 	Permanent AP
	City of Smyrna
	 	$	20,000	 	 	Long Term Deposits	 	 	 	 	 	in lieu of bond
	Bell South
	 	$	30,000	 	 	Long Term Deposits	 	 	 	 	 	Permanent AP
	Tennesee DOT
	 	$	10,000	 	 	Long Term Deposits	 	 	 	 	 	in lieu of bond
	S-Sixteen Limited Partnership
	 	$	12,466	 	 	Long Term Deposits	 	 	 	 	 	 	11/30/2023
	Parmenter Realty Partners
	 	$	900	 	 	Long Term Deposits	 	 	 	 	 	 	8/13/2013
	TELX
	 	$	4,800	 	 	Long Term Deposits	 	 	 	 	 	 	9/30/2015
	Dataside
	 	$	4,500	 	 	Long Term Deposits	 	 	 	 	 	month to month
	Tulsa Business Center
	 	$	350	 	 	Long Term Deposits	 	 	 	 	 	month to month
	TimeShare
	 	$	3,000	 	 	Long Term Deposits	 	 	 	 	 	 	6/30/2021
	Shaheen Warehouse Lease
	 	$	1,103	 	 	Long Term Deposits	 	 	 	 	 	 	1/31/2012
	Shaheen Warehouse Lease
	 	$	1,050	 	 	Long Term Deposits	 	 	 	 	 	 	1/31/2012
	Acstar
	 	$	45,000	 	 	Short Term Deposits	 	 	 	 	 	yearly Bond
	Acstar
	 	$	18,000	 	 	Short Term Deposits	 	 	 	 	 	yearly Bond
	Triplepoint
	 	$	12,485	 	 	Short Term Deposits	 	 	 	 	 	 	7/31/2010
	Triplepoint
	 	$	3,760	 	 	Short Term Deposits	 	 	 	 	 	 	9/30/2010
	Fidelity
	 	$	2,623	 	 	Short Term Deposits	 	 	 	 	 	 	1/15/2011
	Bank of America
	 	$	6,548	 	 	Short Term Deposits	 	 	 	 	 	 	1/15/2011
	Time Warner
	 	$	405	 	 	Short Term Deposits	 	 	 	 	 	Service deposit
	Basin St properties
	 	$	5,953	 	 	Short Term Deposits	 	 	 	 	 	 	1/31/2011
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total
	 	$	880,315	 	 	 	 	 	 	 	 	 	 






 









 






Schedule 5.15(a) — Owned Tangible Personal Property — over $150K

as of May 31, 2010



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Asset ID	 	Asset Description	 	Place in Service Date	 	Asset Class ID	 	Cost Basis	 	Net Book Value
	0000002028	 	Verizon towers equipment wo 71602
	 	 	7/14/2008	 	 	LIT EQUIPMENT	 	$	245,073	 	 	$	155,213	 
	0000002808	 	Ebay Svc Order
	 	 	4/2/2010	 	 	LIT EQUIPMENT	 	$	163,096	 	 	$	160,377	 
	0000000355	 	City of Cleveland
	 	 	4/12/2005	 	 	LATERAL	 	$	232,433	 	 	$	172,556	 
	0000001314	 	Southern Nevada additional fiber 142 cou
	 	 	3/26/2007	 	 	FIBER NETWORK	 	$	223,215	 	 	$	176,092	 
	0000002521	 	Verizon Wireless — Req#269 6 Cell sites
	 	 	12/24/2008	 	 	LATERAL	 	$	259,333	 	 	$	185,856	 
	0000001255	 	LV Water District-Phase V 1001 S Valley
	 	 	4/30/2007	 	 	LATERAL	 	$	224,140	 	 	$	189,585	 
	0000002407	 	Qwest Communications — Req# 291
	 	 	2/6/2009	 	 	LATERAL	 	$	333,096	 	 	$	194,306	 
	0000002485	 	Verizon Wireless DF Ring 2 Strnd Req581
	 	 	2/14/2009	 	 	LATERAL	 	$	269,360	 	 	$	202,020	 
	0000002616	 	Cogent
Communications Single DF- Req#832
	 	 	6/30/2009	 	 	LATERAL	 	$	220,149	 	 	$	210,059	 
	0000002411	 	Atlanta Backbone — Req# 120
	 	 	2/19/2009	 	 	LIT EQUIPMENT	 	$	300,709	 	 	$	225,532	 
	0000002787	 	Inner City Ring 2.5 to 10Gig Upgde
	 	 	1/28/2010	 	 	LIT EQUIPMENT	 	$	249,730	 	 	$	233,081	 
	0000002580	 	Boise Office Move — Req#629
	 	 	8/3/2009	 	 	PPE-LEASEHOLDS	 	$	260,173	 	 	$	246,730	 
	0000001922	 	Mpower DF ring - 4 strands wo 74627
	 	 	1/28/2008	 	 	LATERAL	 	$	480,975	 	 	$	256,520	 
	0000002614	 	XO Communications 24 DF Strand Req#804
	 	 	8/14/2009	 	 	LATERAL	 	$	350,100	 	 	$	293,723	 
	0000001896	 	ALU DMX LNW 59 OC192 (19) LV OC192
	 	 	3/26/2008	 	 	LIT EQUIPMENT	 	$	614,360	 	 	$	337,898	 
	0000002743	 	Harrah’s Operating Co — EVLAN Req#993
	 	 	12/9/2009	 	 	LATERAL	 	$	372,976	 	 	$	341,895	 
	0000002036	 	Verizon Towers Lateral wo 71602
	 	 	7/14/2008	 	 	LATERAL	 	$	586,000	 	 	$	371,134	 
	0000001162	 	MCI Metro/VZB
	 	 	5/14/2007	 	 	LATERAL	 	$	524,387	 	 	$	419,509	 
	0000002504	 	Switch Communications — Req#287
	 	 	2/28/2009	 	 	FIBER NETWORK	 	$	543,792	 	 	$	498,476	 
	0000000875	 	Marta Lateral
	 	 	10/31/2006	 	 	LATERAL	 	$	661,594	 	 	$	582,570	 
	0000000381	 	Giant Loop Extention
	 	 	7/1/2002	 	 	FIBER NETWORK	 	$	1,082,921	 	 	$	654,265	 
	0000001328	 	Reno Fiber Network (Idacomm)
	 	 	2/23/2007	 	 	FIBER NETWORK	 	$	1,259,258	 	 	$	986,419	 
	0000000387	 	Fiber Network — Connecticut
	 	 	6/2/2002	 	 	FIBER NETWORK	 	$	1,968,160	 	 	$	1,001,130	 
	0000002543	 	NDOT — Req# 86 DK Fiber IRU 4 Strnds
	 	 	7/27/2009	 	 	LATERAL	 	$	1,260,468	 	 	$	1,207,949	 
	0000000384	 	Fiber Network — Minneapolis
	 	 	3/1/2003	 	 	FIBER NETWORK	 	$	2,766,870	 	 	$	1,488,370	 
	0000000388	 	Atlanta Network
	 	 	9/1/2004	 	 	FIBER NETWORK	 	$	2,691,827	 	 	$	1,724,452	 
	0000000378	 	Fiber Network — Tennessee
	 	 	5/2/2002	 	 	FIBER NETWORK	 	$	5,195,964	 	 	$	2,547,618	 
	0000000382	 	Fiber Network — Ohio
	 	 	8/1/2002	 	 	FIBER NETWORK	 	$	5,894,024	 	 	$	2,974,892	 
	0000000379	 	Fiber Network — Utah
	 	 	5/1/2002	 	 	FIBER NETWORK	 	$	6,201,665	 	 	$	3,020,843	 
	0000000377	 	Fiber Network — Kansas City
	 	 	7/1/2001	 	 	FIBER NETWORK	 	$	7,854,208	 	 	$	3,469,659	 
	0000001840	 	Boise Fiber Network (Idacomm)
	 	 	2/24/2007	 	 	FIBER NETWORK	 	$	4,731,389	 	 	$	3,706,255	 
	0000001327	 	Las Vegas Fiber Network (Idacomm)
	 	 	2/23/2007	 	 	FIBER NETWORK	 	$	6,459,148	 	 	$	5,059,666	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Total
	 	 	 	 	 	 	 	$	54,480,591	 	 	$	33,294,647	 






 









 






Schedule 5.15(b)
— Leased Tangible Personal Property — over $50K annual payments

as of May 31, 2010




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Annual	 	 	 	 	 	Operating /
	Item	 	Class	 	Lessor	 	Payments	 	Expiration Date	 	Capital Lease
	Equipment
	 	Equipment	 	Bank of America	 	$	78,576	 	 	 	12/21/2010	 	 	Capital
	Equipment List #11
	 	Equipment	 	Triple Point	 	$	149,816	 	 	 	7/31/2010	 	 	Capital
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total
	 	 	 	 	 	$	228,392	 	 	 	 	 	 	 	 	 






BOA Equipment List




	 	 	 	 	 	 	 	 	 
	Item	 	Quantity	 	Cost	 
	XC160 Core Assembly Kit
	 	 	1	 	 	$	75	 
	Laser Safety Guide
	 	 	1	 	 	$	30,800	 
	Front Blank FS
	 	 	24	 	 	$	1,080	 
	Controller Pack CTL/4T KFA538 R7
	 	 	2	 	 	$	14,624	 
	OP10 Parent pack for 2 modules
	 	 	3	 	 	$	11,115	 
	OC192/STM64 IR/SH 1550 nm
	 	 	3	 	 	$	38,025	 
	OC48/STM16 Parent Board for 4 SFP Modules
	 	 	3	 	 	$	5,940	 
	OC48/STM16 LR/LH 13400 nm
	 	 	7	 	 	$	20,531	 
	OC3 & Oc12/STM1& STM4 Parent Board for 8 SFP modules
	 	 	5	 	 	$	12,975	 
	622M 1310 nm IR/SH
	 	 	3	 	 	$	3,105	 
	155M 1310 nm IR/SH
	 	 	13	 	 	$	4,394	 
	release 8.0 software & license
	 	 	1	 	 	$	750	 
	release 8.0 CIT software
	 	 	1	 	 	$	150	 
	rack
	 	 	1	 	 	$	68	 
	timing interface
	 	 	2	 	 	$	38	 
	DMX Shelf - enhanced shelf 30 amp
	 	 	1	 	 	$	3,000	 
	SYSctl
	 	 	2	 	 	$	3,375	 
	OC192 IR2 OLIU
	 	 	3	 	 	$	67,500	 
	OC 12 4 port motherboard
	 	 	3	 	 	$	17,550	 
	D G1 G2
	 	 	7	 	 	$	2,363	 
	R5.1 Diskettes
	 	 	1	 	 	$	5,062	 
	power cables single ga 12’
	 	 	1	 	 	$	174	 
	 
	Total
	 	 	 	 	 	$	242,693	 










 









 






Schedule 5.16(a) — Owned Real Property




Property Description




Table Rock property in Boise



A
rectangular parcel of land located in the Southeast corner of the North half of the Northeast
quarter of the Southwest quarter of Section 18, Township 3 North, Range 3 East, Boise Meridian,
more particularly described as follows:



Beginning
at the Southeast corner of the North half of the Northeast quarter or the Southwest
quarter of said




Section 18, thence

North 100.00 feet, thence

West 100.00 feet, thence

South 100.00 feet, thence

East 100.00 feet to the POINT OF BEGINNING.




 









 





Schedule 5.16(b) — Leased Real Property with Base Annual Payments over $75,000




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Lease
	 	 	 	 	 	 	 	 	 	 	Term of	 	 	 	Lease	 	 	payment
	Lessor	 	Street Address	 	City	 	State	 	Sq. Footage	 	lease	 	Expiration	 	payment $	 	 	period
	Nevada Power Company
	 	 	 	Las Vegas	 	NV	 	Pole & Conduit	 	Until cancelled	 	 	 	$	572,727	 	 	yearly
	Spall Management
	 	100 Meridan Center, Suite 300	 	Rochester	 	NY	 	10,575	 	5 years	 	2/28/2011	 	$	198,334	 	 	yearly
	JT Communications
	 	55 Marietta St	 	Atlanta	 	GA	 	96	 	5 years	 	12/31/2013	 	$	159,846	 	 	yearly
	First Telecomm Services LLC
	 	 	 	Cleveland	 	OH	 	IRU/Duct	 	20 years	 	10/25/2025	 	$	84,000	 	 	yearly
	First Telecomm Services LLC
	 	 	 	Cleveland	 	OH	 	Right of Way	 	20 years	 	7/1/2027	 	$	72,000	 	 	yearly
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Subtotal — First Telecomm Services LLC
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	156,000	 	 	yearly
	Idaho Power Company
	 	 	 	Boise	 	ID	 	Pole & Conduit	 	20 years	 	4/30/2021	 	$	107,954	 	 	yearly
	Idaho Power Company/Idaho Power Solutions
	 	 	 	Boise	 	ID	 	Dark Fiber	 	Until cancelled	 	 	 	$	48,000	 	 	yearly
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Subtotal
— Idaho Power Company / Idaho Power Solutions
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	155,954	 	 	yearly
	S Sixteen Limited Partnership
	 	250 N Mitchell St	 	Boise	 	ID	 	9,651	 	15 years	 	11/30/2023	 	$	154,463	 	 	yearly
	Telx Group
	 	56 Marietta St	 	Atlanta	 	GA	 	108	 	5 years	 	9/30/2015	 	$	141,696	 	 	yearly
	Xcel Energy
	 	 	 	Minneapolis	 	MN	 	Pole Leases	 	20 years	 	12/31/2021	 	$	123,879	 	 	yearly
	Fiber Light LLC
	 	2 Ravina Drive	 	Atlanta	 	GA	 	Dark Fiber	 	15 years	 	9/30/2023	 	$	108,000	 	 	yearly
	Switch & Data
	 	1255 Euclid Ave. Suite 200	 	Cleveland	 	OH	 	100	 	3 years	 	4/30/2011	 	$	87,000	 	 	yearly
	Switch & Data
	 	147 4th Ave.	 	Nashville	 	TN	 	100	 	3 years	 	4/30/2011	 	$	20,400	 	 	yearly
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Subtotal — Switch & Data
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	107,400	 	 	yearly
	Cousins Property Inc
	 	250 Williams St	 	Atlanta	 	GA	 	240	 	10 years	 	7/1/2011	 	$	92,417	 	 	yearly
	Cousins Property Inc
	 	555 & 200 North Point Center, East.	 	Atlanta	 	GA	 	6	 	2 years	 	9/30/2010	 	$	10,528	 	 	yearly
	Cousins Property Inc
	 	3301 Windy Ridge Pkwy.	 	Atlanta	 	GA	 	Entry Agreement	 	5 years	 	4/15/2013	 	$	3,268	 	 	yearly
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Subtotal — Cousins Property Inc
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	106,213	 	 	yearly
	Nashville Electric Service
	 	 	 	Nashville	 	TN	 	Pole & Conduit	 	10 years	 	3/27/2011	 	$	99,912	 	 	yearly
	GA Dept of Transportation
	 	 	 	 	 	GA	 	Right of Way	 	Until cancelled	 	 	 	$	95,300	 	 	yearly
	Reno Office Investors LLC
	 	200 S Virginia St Suite 435	 	Reno	 	NV	 	2,325	 	5 years	 	1/31/2011	 	$	92,974	 	 	yearly
	Jones Lange Lasalle
	 	1800 Parkway Place, Suite 120	 	Marietta	 	GA	 	4,207	 	5 years	 	1/31/2011	 	$	88,992	 	 	yearly
	4 Families
	 	6580 Spencer St Suite B-2/110	 	Las Vegas	 	NV	 	5,244	 	5 years	 	2/28/2013	 	$	83,045	 	 	yearly
	 
	Total
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	2,444,735	 	 	 






 









 






Schedule 5.17(a) — IP Applications and Registrations



	 	 	 	 	 	 	 
	 	 	Serial or	 	 	 	 
	Mark	 	Registration Number	 	Applicant/Registrant	 	Status
	MARIETTA FIBERNET &


Marietta FiberNet
	 	S-15159, Secretary
of State, State of
Georgia	 	American Fiber
Systems of Georgia,
Inc. Note AFSGA was
merged into AFS,
Inc. as of 01/01/08	 	Live, not in use.
Expires

11/03/15
	 
	 	 	 	 	 	 
	MARIETTA FIBERNET & 

Marietta FiberNet
	 	2004-0165081,  Cobb
County, Georgia
Superior Court	 	American Fiber
Systems of Georgia,
Inc. Note AFSGA was
merged into AFS,
Inc. as of 01/01/08	 	Live, not in use.
Expires when
cancelled.
	 
	 	 	 	 	 	 
	Attivus
	 	Reg. 2701416	 	Velocitus	 	Live, not in use.
	 
	 	 	 	 	 	 
	The People Behind the Internet
	 	Reg. 2508862	 	Rocky Mountain

Communications	 	Live, not in use.
	 
	 	 	 	 	 	 
	IDACOMM
	 	Common Law	 	IDACOMM. Note
Idacomm, Inc. was
merged into AFS,
Inc. as of 01/01/08	 	In use
	 
	 	 	 	 	 	 
	Domain Name

AFSNETWORKS.COM
	 	 	 	American Fiber
Systems, Inc.	 	In use. Expires 02/11/15
	 
	 	 	 	 	 	 
	Domain Name

AMERICANFIBERSYSTEMS.COM
	 	 	 	American Fiber
Systems, Inc.	 	In use. Expires
4/03/11
	 
	 	 	 	 	 	 
	Domain Name

METROFIBERUSA.COM
	 	 	 	American Fiber
Systems, Inc.	 	In use. Expires 07/13/14
	 
	 	 	 	 	 	 
	Domain Name

MFN NET
	 	 	 	American Fiber
Systems, Inc.	 	Not in use. Expires
02/06/15
	 
	 	 	 	 	 	 
	Domain Name

IDACOMM.COM
	 	 	 	American Fiber
Systems, Inc.	 	8/9/10
	 
	 	 	 	 	 	 
	Domain Name

IDACOMM-DNS NET
	 	 	 	American Fiber
Systems, Inc.	 	9/14/10
	 
	 	 	 	 	 	 
	Domain
Name

MANAGEYOURSITE.NET
	 	 	 	American Fiber
Systems, Inc.	 	8/9/10
	 
	 	 	 	 	 	 
	Domain Name

VELOCITUSWEBHOSTING.COM
	 	 	 	American Fiber
Systems, Inc.	 	6/7/10
	 
	 	 	 	 	 	 
	Domain Name

VELOCITUSWEBHOSTING.NET
	 	 	 	American Fiber
Systems, Inc.	 	6/7/10






 









 






Schedule 5.17(b) — Intellectual Property — License-In Contracts



Marks/Domain Names

Marietta FiberNet

Attivus

The People Behind the Internet

IDACOMM

AFSNETWORKS.COM

AMERICANFIBERSYSTEMS.COM

METROFIBERUSA.COM

MFN.NET

IDACOMM.COM

IDACOMM-DNS.NET

MANAGEYOURSITE.NET

VELOCITUSWEBHOSTING.COM

VELOCITUSWEBHOSTING.NET




Licensed Server Software




	 	 	 
	Manufacturer	 	Name
	Microsoft
	 	Sharepoint
	Microsoft
	 	Exchange
	Symantec
	 	Backup Exec
	Trend-Micro
	 	OfficeScan
	Microsoft
	 	Great Plains
	Paramount
	 	Workplace






Networking Hardware




	 	 	 
	Manufacturer	 	Name
	Juniper
	 	SSG-5

EX3200

J4350
	Foundry
	 	Fast Iron 9604
	NetApp
	 	FAS2050
	Barracuda
	 	Spam Firewall 300

SSL 380
	Asterisk
	 	Telephony







 











 








Schedule 5.17(b) — Intellectual Property — License-In Contracts




	 	 	 	 	 
	Network Software	 	 	 	 
	Manufacturer	 	Function	 	Model
	Traverse

	 	SNMP Mgmt
	 	na
	Intermapper

	 	SNMP Mgmt
	 	na
	Ciena

	 	OTN Transport Mgmt
	 	ON-Center NCS
	 

	 	OTN Transport
	 	CN4200
	 

	 	OTN Transport
	 	CN4200
	 

	 	OTN Transport
	 	CN4200
	 

	 	OTN Transport
	 	CN4200
	 

	 	OTN Transport
	 	CN4200
	 

	 	OTN Transport
	 	CN4200
	 

	 	OTN Transport
	 	CN3960
	 

	 	OTN Transport
	 	CN3960
	Lucent

	 	SONET/TDM Transport Mgmt
	 	INC
	 

	 	SONET/TDM Transport
	 	Wavestar Unite
	 

	 	SONET/TDM Transport
	 	DMX
	 

	 	SONET/TDM Transport
	 	DMXplore
	 

	 	SONET/TDM Transport
	 	DMXtend
	 

	 	ETH/SONET/TDM Transport
	 	1850 TSS-100
	 

	 	ETH/SONET/TDM Transport
	 	1850 TSS-5
	Fujitsu

	 	SONET/TDM Transport Mgmt
	 	NetSmart
	 

	 	SONET/TDM Transport
	 	Flashwave 4500
	 

	 	SONET/TDM Transport
	 	Flashwave 4300
	 

	 	SONET/TDM Transport
	 	Flashwave 4100
	 

	 	SONET/TDM Transport
	 	Flashwave 4020
	 

	 	SONET/TDM Transport
	 	FLM2400
	 

	 	SONET/TDM Transport
	 	FLM600
	 

	 	SONET/TDM Transport
	 	FLM150
	 

	 	SONET/TDM Transport
	 	Factr
	NSN

	 	Ethernet Transport Mgmt
	 	ASPEN
	 

	 	Ethernet Transport
	 	A-8/4100
	 

	 	Ethernet Transport
	 	A-2140
	 

	 	Ethernet Transport
	 	A-2200
	 

	 	Ethernet Transport
	 	A-210
	 

	 	Ethernet Transport
	 	A-1180
	 

	 	Ethernet Transport
	 	A-100
	NSN (cont)

	 	Ethernet Transport Mgmt
	 	ASPEN
	 

	 	Ethernet Transport
	 	A-8/4100
	 

	 	Ethernet Transport
	 	A-2140
	 

	 	Ethernet Transport
	 	A-2200
	 

	 	Ethernet Transport
	 	A-210
	 

	 	Ethernet Transport
	 	A-1180
	 

	 	Ethernet Transport
	 	A-100
	Luminous

	 	Ethernet Transport
	 	e520a
	 

	 	Ethernet Transport
	 	e510a
	Cisco

	 	L2 Aggregation
	 	CAT6509
	 

	 	L2 Aggregation
	 	CAT6506
	 

	 	Internet Edge Routing
	 	7204 
	 

	 	Internet Edge Routing
	 	7206 
	 

	 	L3 MGMT
	 	2610 
	Foundry

	 	L2 Aggregation Mgmt
	 	Netlron400
	 

	 	L2 Aggregation Mgmt
	 	FES2402
	Juniper

	 	Internet Edge Routing
	 	M20
	 

	 	Internet Edge Routing
	 	M10i
	 

	 	Internet Edge Routing
	 	M10i
	 

	 	L3 MGMT
	 	J2300
	Tellabs

	 	DACS
	 	Titan 532L
	Zhone

	 	Bonded DS1
	 	IPD12000
	 

	 	Bonded DS1
	 	IPD4000
	 

	 	Bonded DS1
	 	TNE1520
	 

	 	Bonded DS1
	 	TNE1544






 









 






Schedule 5.17(b) — Intellectual Property — License-In Contracts




	 	 	 
	Microsoft Licensing	 	 
	License Number	 	Product
	45920483

	 	Project 2007
	46009960

	 	Map Point 2010
	46139160

	 	Office 2007
	46139160

	 	Visio 2007
	46356566

	 	Project 2007
	46531641

	 	Visio 2007
	46536550

	 	Windows 7
	46536550

	 	Server 2008
	n/a

	 	Map Point 2010
	43360018

	 	SQL Server Standard (2005)
	43842092

	 	Map Point 2006
	44022447

	 	Map Point 2006
	42729654

	 	Map Point 2006
	42750996

	 	Map Point 2006
	42641361

	 	Visio 2007 Std
	42484409

	 	Visio 2007 Std
	42484409

	 	Map Point 2006
	42449807

	 	Map Point 2006
	42449807

	 	Visio 2007 Std
	42188822

	 	Project 2007
	41853458

	 	Map Point 2006






	 	 	 
	AutoDesk licenses	 	 
	Name	 	Version
	AutoCAD LT

	 	2008 
	AutoCAD LT

	 	2009 
	AutoCAD LT

	 	2009 (upgrade)






	 	 	 
	Miscellaneous Licenses	 	 
	Name	 	 
	Smart Draw

	 	 
	Go To Meeting
	 	 
	Go To Assist
	 	 
	Trend Micro Anti-Virus
	 	 






 









 





Schedule 5.17 (c) — License-Out Contracts




None




 









 





Schedule 5.18(a)(i)(A): Schedule of Material Contracts




	 	 	 	 	 	 	 	 	 
	Market	 	CustomerName	 	ItemCodeDesc	 	StartBillingDate	 	StopBillingDate
	Atlanta

	 	Aaron Inc
	 	Lit MRR 50 Mbps EIA	 	16-Mar-07
	 	01-Nov-12
	Atlanta

	 	Aaron Inc
	 	Lit MRR 50 Mbps EIA
	 	21-Aug-07
	 	01-Dec-12
	Atlanta

	 	Aaron Inc
	 	Litt MRR 50 Mbps EPL
	 	21-Aug-07
	 	01-Dec-12
	Atlanta

	 	Aaron Inc
	 	Lt MRR 20 Mbps EIA/CIR
	 	01-Aug-08
	 	01-Nov-12
	Atlanta

	 	Alta Care Corporation
	 	10meg Ethernet Internet Access
	 	01-Jul-06
	 	01-Jul-10
	Atlanta

	 	American Viatical Services, LL
	 	20meg Ethernet Internet Access
	 	24-May-07
	 	24-May-10
	Atlanta

	 	AMREP, Inc
	 	Lit MRR 20Mbps EIA Standard
	 	01-Oct-09
	 	01-Jul-13
	Atlanta

	 	AMREP, Inc
	 	Lit MRR 50Mbps EVPL
	 	01-Sep-09
	 	01-Sep-12
	Atlanta

	 	AON eSolutions
	 	Lit MRR 10Mbps EIA Standard
	 	01-Dec-09
	 	01-Dec-12
	Atlanta

	 	AON eSolutions
	 	Lit MRR 80Mbps EIA Standard
	 	01-Dec-09
	 	01-Dec-12
	Atlanta

	 	Aretta Communications
	 	IP Addresses-Additional
	 	07-Dec-07
	 	07-Dec-12
	Atlanta

	 	Atlanco, Inc
	 	1.544K InternetAccess 3YR Term
	 	30-Apr-04
	 	30-Apr-11
	Atlanta

	 	Atlanta Airlines Terminal Corp
	 	1.544K InternetAccess 2YR Term
	 	07-Jan-05
	 	07-Jan-11
	Atlanta

	 	Ballard Designs
	 	1.544K InternetAccess 2YR Term
	 	14-Jul-05
	 	14-Jul-10
	Atlanta

	 	Ballard Designs
	 	Lit MRR Internet DSN<45
	 	07-May-07
	 	07-May-11
	Atlanta

	 	Ballard Designs
	 	Router Lease
	 	07-May-07
	 	07-May-11
	Atlanta

	 	Beacon Software, Inc
	 	Lit MRR 5 Mb EIA Fixed
	 	01-Jun-08
	 	01-Jun-11
	Atlanta

	 	BT Americas Inc.
	 	100 Meg Optical Ethernet PTP
	 	05-Mar-07
	 	05-Mar-11
	Atlanta

	 	BT Americas Inc.
	 	150 Meg Ethernet Internet
	 	20-Feb-07
	 	20-Feb-11
	Atlanta

	 	BT Americas Inc.
	 	200 Meg Optical Ethernet PTP
	 	01-Feb-08
	 	01-Feb-11
	Atlanta

	 	BT Americas Inc.
	 	40 Meg EIA
	 	26-Jan-07
	 	26-Jan-11
	Atlanta

	 	Caraustar
	 	20 Meg EIA
	 	01-Aug-08
	 	01-Aug-11
	Atlanta

	 	Caraustar
	 	EPL n Mbps <= 100 Mbps
	 	01-Apr-08
	 	01-Apr-11
	Atlanta

	 	Caraustar
	 	EPL n Mbps <= 100 Mbps
	 	01-Jan-09
	 	01-Jan-12
	Atlanta

	 	Chattahoochee Technical Instit
	 	Lit MRR EIA 50Mbps
	 	01-Feb-09
	 	01-Jul-12
	Atlanta

	 	Chattahoochee Technical Instit
	 	Lit MRR EPL n Mbps <= 100 Mbps
	 	11-Jan-06
	 	01-Jul-12
	Atlanta

	 	Chattahoochee Technical Instit
	 	Lit MRR EVPL 100 Mbps
	 	30-Sep-06
	 	01-Jul-12
	Atlanta

	 	Chattahoochee Technical Instit
	 	Lit MRR EVPL 100 Mbps
	 	30-Sep-06
	 	01-Jul-12
	Atlanta

	 	Chattahoochee Technical Instit
	 	Lit MRR EVPL 100 Mbps
	 	01-Jan-09
	 	01-Jul-12
	Atlanta

	 	Chattahoochee Technical Instit
	 	Lit MRR EVPL 100 Mbps
	 	01-Feb-09
	 	01-Jul-12
	Atlanta

	 	Chattahoochee Technical Instit
	 	Lit MRR EVPL 250 Mbps
	 	01-Apr-09
	 	01-Jul-12
	Atlanta

	 	City of Smyrna
	 	Lit MRR 20 Mbps EIA
	 	01-Apr-10
	 	01-Apr-13
	Atlanta

	 	City of Smyrna
	 	Lit MRR DS-1 / T1 Transport
	 	01-Jun-02
	 	01-Jun-10
	Atlanta

	 	City of Smyrna
	 	Lit MRR DS-1 / T1 Transport
	 	01-Jun-02
	 	01-Jun-10
	Atlanta

	 	City of Smyrna
	 	Lit MRR DS-1 / T1 Transport
	 	18-Apr-03
	 	18-Apr-11
	Atlanta

	 	Cobb Chamber of Commerce
	 	Lit MRR EIA 10Meg
	 	05-Dec-07
	 	05-Dec-10
	Atlanta

	 	Cobb County Communications/Web
	 	Lit MRR 5 Meg EIA
	 	01-Dec-08
	 	01-Dec-11
	Atlanta

	 	Cobb County Community Dvlpmnt
	 	DS-1 / T1 Transport
	 	03-Apr-03
	 	03-Apr-11
	Atlanta

	 	Cobb County Government
	 	EIA Service 40 Mbps EIA
	 	01-Apr-10
	 	01-Apr-13
	Atlanta

	 	Cobb County Public Library
	 	Lit MRR 1.5 Mbps DS-1
	 	01-Dec-09
	 	01-Dec-12
	Atlanta

	 	Cobb County Public Library
	 	Lit MRR 1.5 Mbps DS-1
	 	01-Dec-09
	 	01-Dec-12
	Atlanta

	 	Cobb County Public Library
	 	Lit MRR 1.5 Mbps DS-1
	 	01-Dec-09
	 	01-Dec-12
	Atlanta

	 	Cobb County Public Library
	 	Lit MRR 1.5 Mbps DS-1
	 	01-Dec-09
	 	01-Dec-12
	Atlanta

	 	Cobb County Public Library
	 	Lit MRR 50Mbps EIA
	 	01-Dec-09
	 	01-Dec-12
	Atlanta

	 	Cobb County Public Library
	 	Lit MRR Internet EIA 1.5 mbps
	 	01-Dec-09
	 	01-Dec-12
	Atlanta

	 	Cobb County Public Library
	 	Lit MRR Internet EIA 1.5 mbps
	 	01-Dec-09
	 	01-Dec-12
	Atlanta

	 	Cobb County Sheriff’s Office
	 	nMeg EIA — 2 mbps
	 	01-Oct-07
	 	30-Sep-10
	Atlanta

	 	Core 180, Inc.
	 	Lit MRR DS-3 / T3 Transport
	 	09-Jul-07
	 	09-Jul-10
	Atlanta

	 	Crawford Communications
	 	Lit MRR EIA 155 Mbps CIR
	 	01-Jan-09
	 	01-Jan-12
	Atlanta

	 	Datalex (USA), Inc.
	 	Lit MRR 10M EVPL PTP
	 	01-Apr-09
	 	01-Apr-12
	Atlanta

	 	EDI Consulting Services
	 	Lit MRR — 30 Mbps EIA
	 	01-Mar-08
	 	01-Mar-12





 









 






Schedule 5.18(a)(i)(A): Schedule of Material Contracts




	 	 	 	 	 	 	 	 	 
	Market	 	CustomerName	 	ItemCodeDesc	 	StartBillingDate	 	StopBillingDate
	Atlanta

	 	Evans Technology
	 	1.544K InternetAccess 2YR Term
	 	01-Feb-08
	 	01-Feb-11
	Atlanta

	 	FiberLight, LLC
	 	MRR Dark Fiber Lease
	 	27-Aug-04
	 	27-Aug-10
	Atlanta

	 	FiberLight, LLC
	 	MRR Dark Fiber Lease
	 	27-Aug-04
	 	27-Aug-10
	Atlanta

	 	First Investors Financial Svcs
	 	Lit MRR 150 Mbps EVPL
	 	01-Nov-08
	 	01-Nov-11
	Atlanta

	 	Formetco
	 	Lit MRR 10 Mbps EIA
	 	01-Oct-07
	 	01-Oct-10
	Atlanta

	 	Fredrick J. Hanna & Associates
	 	MRR 100 mbps EVPL
	 	01-Oct-09
	 	01-Oct-12
	Atlanta

	 	Frosty Acres Brands, Inc
	 	Lit MRR 20Mbps EIA
	 	01-Dec-09
	 	01-Dec-12
	Atlanta

	 	Georgia Public Web
	 	MRR Dark Fiber Lease
	 	30-Jul-04
	 	30-Jul-14
	Atlanta

	 	Global Crossing
	 	Lit MRR DS-3 / T3 Transport
	 	01-Mar-10
	 	01-Mar-13
	Atlanta

	 	Global Crossing
	 	Lit MRR EVPL 100Mbps
	 	01-Mar-09
	 	01-Mar-12
	Atlanta

	 	Google, Inc
	 	Annual Maintenance Fee
	 	19-Mar-04
	 	19-Mar-24
	Atlanta

	 	Herman Miller, Inc.
	 	Lit MRR 10Mbps EIA Standard
	 	01-Dec-09
	 	01-Dec-12
	Atlanta

	 	Honeywell Enraf Americas Inc
	 	Lit MRR 10Mbps EIA
	 	25-Sep-07
	 	25-Sep-12
	Atlanta

	 	Hooters of America Inc
	 	Lit MRR 100 Mbps EIA
	 	01-Apr-10
	 	01-Apr-13
	Atlanta

	 	iLearn, Inc.
	 	10meg Ethernet Internet Access
	 	01-Aug-08
	 	01-Aug-13
	Atlanta

	 	Immucor
	 	Lit MRR 40Mbps EIA
	 	01-Apr-08
	 	01-Apr-11
	Atlanta

	 	IMNisp, Inc.
	 	DS-1 / T1 Transport
	 	01-Jul-08
	 	01-Jul-11
	Atlanta

	 	IMNisp, Inc.
	 	DS-1 / T1 Transport
	 	01-Jul-08
	 	01-Jul-11
	Atlanta

	 	IMNisp, Inc.
	 	DS-1 / T1 Transport
	 	01-Jul-08
	 	01-Jul-11
	Atlanta

	 	IMNisp, Inc.
	 	DS-1 / T1 Transport
	 	01-Jul-08
	 	01-Jul-11
	Atlanta

	 	IMNisp, Inc.
	 	DS-1 / T1 Transport
	 	01-Jul-08
	 	01-Jul-11
	Atlanta

	 	IMNisp, Inc.
	 	DS-1 / T1 Transport
	 	01-Jul-08
	 	01-Jul-11
	Atlanta

	 	IMNisp, Inc.
	 	DS-1 / T1 Transport
	 	01-Jul-08
	 	01-Jul-11
	Atlanta

	 	IMNisp, Inc.
	 	EVLAN 20 Meg Tail Circuit
	 	08-Jul-04
	 	08-Jul-10
	Atlanta

	 	IMNisp, Inc.
	 	Internet Ethernet VPN Network
	 	01-Jul-08
	 	01-Jul-11
	Atlanta

	 	IMNisp, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	01-Jul-08
	 	01-Jul-11
	Atlanta

	 	Institute of Nuclear Power Ops
	 	Lit MRR 50Mbps EIA Standard
	 	01-Jul-09
	 	01-Jul-14
	Atlanta

	 	InterContinental Exchange
	 	Gig E EVPL
	 	01-Jun-07
	 	01-Jun-10
	Atlanta

	 	InterContinental Exchange
	 	Gig E EVPL
	 	01-Jun-07
	 	01-Jun-10
	Atlanta

	 	InterContinental Exchange
	 	Gig E Fiber Cross Connect
	 	01-Jun-07
	 	01-Jun-10
	Atlanta

	 	InterContinental Exchange
	 	Gig E Fiber Cross Connect
	 	01-Jun-07
	 	01-Jun-10
	Atlanta

	 	Intermedia Communications, Inc
	 	MRR Dark Fiber Lease
	 	18-Jan-07
	 	18-Jan-11
	Atlanta

	 	Intermedia Communications, Inc
	 	MRR Dark Fiber Lease
	 	18-Jan-07
	 	18-Jan-11
	Atlanta

	 	Intermedia Communications, Inc
	 	MRR Dark Fiber Lease
	 	18-Jan-07
	 	18-Jan-11
	Atlanta

	 	Intermedia Communications, Inc
	 	MRR Dark Fiber Lease
	 	18-Jan-07
	 	18-Jan-11
	Atlanta

	 	Intermedia Communications, Inc
	 	MRR Dark Fiber Lease
	 	18-Jan-07
	 	18-Jan-11
	Atlanta

	 	Intermedia Communications, Inc
	 	MRR Dark Fiber Lease
	 	18-Jan-07
	 	18-Jan-11
	Atlanta

	 	Intermedia Communications, Inc
	 	MRR Dark Fiber Lease
	 	18-Jan-07
	 	18-Jan-11
	Atlanta

	 	iPass
	 	Lit MRR 15mb ElA
	 	01-May-08
	 	01-May-11
	Atlanta

	 	Johnson Ferry Baptist Church
	 	20meg Ethernet Internet Access
	 	01-Dec-08
	 	01-Dec-11
	Atlanta

	 	Lancope, Inc
	 	Lit MRR 10 Mbps EVPL
	 	01-Feb-08
	 	01-Feb-11
	Atlanta

	 	Lancope, Inc
	 	Lit MRR 20 Mbps EIA
	 	01-Feb-08
	 	01-Feb-11
	Atlanta

	 	Level 3 Communications, LLC
	 	MRR Dark Fiber Lease
	 	04-Dec-06
	 	04-Dec-11
	Atlanta

	 	Level 3 Communications, LLC
	 	MRR Dark Fiber Lease
	 	04-Dec-06
	 	04-Dec-11
	Atlanta

	 	Level 3-Great Oaks Pkwy
	 	On-Net Annual Fee
	 	13-Jul-04
	 	01-Sep-14
	Atlanta

	 	Life University
	 	Lit MRR DS-1 / T1 Transport
	 	07-Feb-07
	 	07-Feb-11
	Atlanta

	 	Marietta City Schools
	 	50 Mbps EVPL
	 	30-Aug-06
	 	30-Aug-11
	Atlanta

	 	Marietta City Schools
	 	50 Mbps EVPL
	 	30-Aug-06
	 	30-Aug-11
	Atlanta

	 	Marietta City Schools
	 	50 Mbps EVPL
	 	30-Aug-06
	 	30-Aug-11
	Atlanta

	 	Marietta City Schools
	 	50 Mbps EVPL
	 	30-Aug-06
	 	30-Aug-11
	Atlanta

	 	Marietta City Schools
	 	50 Mbps EVPL
	 	30-Aug-06
	 	30-Aug-11







 











 





Schedule 5.18(a)(i)(A): Schedule of Material Contracts




	 	 	 	 	 	 	 	 	 
	Market	 	CustomerName	 	ItemCodeDesc	 	StartBillingDate	 	StopBillingDate
	Atlanta

	 	Marietta City Schools
	 	50 Mbps EVPL
	 	30-Aug-06
	 	30-Aug-11
	Atlanta

	 	Marietta City Schools
	 	50 Mbps EVPL
	 	30-Aug-06
	 	30-Aug-11
	Atlanta

	 	Marietta City Schools
	 	50 Mbps EVPL
	 	30-Aug-06
	 	30-Aug-11
	Atlanta

	 	Marietta City Schools
	 	50 Mbps EVPL
	 	30-Aug-06
	 	30-Aug-11
	Atlanta

	 	Marietta City Schools
	 	50 Mbps EVPL
	 	30-Aug-06
	 	30-Aug-11
	Atlanta

	 	Marietta City Schools
	 	50 Mbps EVPL
	 	30-Aug-06
	 	30-Aug-11
	Atlanta

	 	Marietta City Schools
	 	50 Mbps EVPL
	 	30-Aug-06
	 	30-Aug-11
	Atlanta

	 	Marietta City Schools
	 	50 Mbps EVPL
	 	30-Aug-06
	 	30-Aug-11
	Atlanta

	 	Marietta City Schools
	 	50 Mbps EVPL
	 	30-Aug-06
	 	30-Aug-11
	Atlanta

	 	Marietta City Schools
	 	50 Mbps EVPL
	 	30-Aug-06
	 	30-Aug-11
	Atlanta

	 	Marietta City Schools
	 	50 Mbps EVPL
	 	30-Aug-06
	 	30-Aug-11
	Atlanta

	 	Marietta City Schools
	 	50 Mbps EVPL
	 	30-Aug-06
	 	30-Aug-11
	Atlanta

	 	Marietta City Schools
	 	50 Mbps EVPL
	 	30-Aug-06
	 	30-Aug-11
	Atlanta

	 	Marietta City Schools
	 	50 Mbps EVPL
	 	30-Aug-06
	 	30-Aug-11
	Atlanta

	 	Marietta City Schools
	 	50 Mbps EVPL
	 	30-Aug-06
	 	30-Aug-11
	Atlanta

	 	Marietta City Schools
	 	50 Mbps EVPL
	 	30-Aug-06
	 	30-Aug-11
	Atlanta

	 	Marietta City Schools
	 	50 Mbps EVPL
	 	30-Aug-06
	 	30-Aug-11
	Atlanta

	 	Marietta City Schools
	 	50 Mbps EVPL
	 	30-Aug-06
	 	30-Aug-11
	Atlanta

	 	Marietta City Schools
	 	50 Mbps EVPL
	 	30-Aug-06
	 	30-Aug-11
	Atlanta

	 	Marietta City Schools
	 	50 Mbps EVPL
	 	30-Aug-06
	 	30-Aug-11
	Atlanta

	 	Marietta City Schools
	 	50 Mbps EVPL
	 	30-Aug-06
	 	30-Aug-11
	Atlanta

	 	MARTA, Attn: Lila Herron
	 	MRR Dark Fiber Lease
	 	30-Nov-06
	 	30-Nov-36
	Atlanta

	 	McMaster-Carr Supply Company
	 	Lit MRR DS-3 / T3 Transport
	 	01-Jun-08
	 	01-Jun-11
	Atlanta

	 	MedAssets Inc
	 	Lit MRR 20Mbps CIR bursting to
	 	01-Feb-08
	 	01-Feb-11
	Atlanta

	 	MedQuest Associates, Inc.
	 	BGP Service
	 	01-Jun-07
	 	01-Jun-10
	Atlanta

	 	MedQuest Associates, Inc.
	 	EIA 30 Mbps
	 	01-Jun-07
	 	01-Jun-10
	Atlanta

	 	MedQuest Associates, Inc.
	 	IP Addresses-Additional
	 	01-Jun-07
	 	01-Jun-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	DS3 Cross Connect
	 	27-Jan-04
	 	27-Jan-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	DS3 Cross Connect
	 	27-Jan-04
	 	27-Jan-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	DS3 Cross Connect
	 	14-Feb-07
	 	14-Feb-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR — OCNET Level 3
	 	28-Aug-07
	 	28-Aug-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	05-Apr-02
	 	05-Apr-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	05-Apr-02
	 	05-Apr-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	05-Apr-02
	 	05-Apr-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	25-Aug-03
	 	25-Aug-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	24-Oct-03
	 	24-Oct-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	06-Nov-03
	 	06-Nov-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	06-Nov-03
	 	06-Nov-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	10-Nov-03
	 	10-Nov-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	17-Nov-03
	 	17-Nov-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	18-Nov-03
	 	18-Nov-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	03-Dec-03
	 	03-Dec-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	08-Dec-03
	 	08-Dec-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	08-Dec-03
	 	08-Dec-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	09-Dec-03
	 	09-Dec-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	09-Dec-03
	 	09-Dec-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	11-Dec-03
	 	11-Dec-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	23-Dec-03
	 	23-Dec-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	31-Dec-03
	 	31-Dec-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	08-Jan-04
	 	08-Jan-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	12-Jan-04
	 	12-Jan-11






 









 





Schedule 5.18(a)(i)(A): Schedule of Material Contracts




	 	 	 	 	 	 	 	 	 
	Market	 	CustomerName	 	ItemCodeDesc	 	StartBillingDate	 	StopBillingDate
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	21-Jan-04
	 	21-Jan-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	22-Jan-04
	 	22-Jan-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	22-Jan-04
	 	22-Jan-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	22-Jan-04
	 	22-Jan-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	06-Feb-04
	 	06-Feb-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	12-Feb-04
	 	12-Feb-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	02-Apr-04
	 	02-Apr-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	13-Apr-04
	 	13-Apr-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	14-Apr-04
	 	14-Apr-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	20-Apr-04
	 	20-Apr-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	30-Apr-04
	 	30-Apr-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	01-Jun-04
	 	01-Jun-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	02-Jun-04
	 	02-Jun-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	15-Jun-04
	 	15-Jun-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	15-Jun-04
	 	15-Jun-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	17-Jun-04
	 	17-Jun-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	02-Jul-04
	 	02-Jul-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	14-Sep-04
	 	14-Sep-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	14-Sep-04
	 	14-Sep-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	14-Sep-04
	 	14-Sep-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	30-Sep-04
	 	30-Sep-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	18-Nov-04
	 	18-Nov-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	18-Nov-04
	 	18-Nov-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	19-Nov-04
	 	19-Nov-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	19-Nov-04
	 	19-Nov-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	24-Nov-04
	 	24-Nov-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	19-Jan-05
	 	19-Jan-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	10-Feb-05
	 	10-Feb-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	16-Mar-05
	 	16-Mar-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	21-Mar-05
	 	21-Mar-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	23-Mar-05
	 	23-Mar-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	25-Mar-05
	 	25-Mar-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	25-Mar-05
	 	25-Mar-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	07-Apr-05
	 	07-Apr-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	22-Apr-05
	 	22-Apr-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	22-Apr-05
	 	22-Apr-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	25-May-05
	 	25-May-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	25-May-05
	 	25-May-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	10-Jun-05
	 	10-Jun-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	24-Jun-05
	 	24-Jun-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	08-Jul-05
	 	08-Jul-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	05-Aug-05
	 	05-Aug-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	06-Aug-05
	 	08-Aug-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	11-Aug-05
	 	11-Aug-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	05-Sep-05
	 	05-Sep-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	07-Sep-05
	 	07-Sep-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	26-Sep-05
	 	26-Sep-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	01-Oct-05
	 	01-Oct-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	10-Oct-05
	 	10-Oct-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	19-Oct-05
	 	19-Oct-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	08-Nov-05
	 	08-Nov-10






 









 






Schedule 5.18(a)(i)(A): Schedule of Material Contracts




	 	 	 	 	 	 	 	 	 
	Market	 	CustomerName	 	ItemCodeDesc	 	StartBillingDate	 	StopBillingDate
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	12-Dec-05
	 	12-Dec-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	14-Dec-05
	 	14-Dec-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	08-Feb-06
	 	08-Feb-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	10-Feb-06
	 	10-Feb-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	14-Feb-06
	 	14-Feb-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	15-Feb-06
	 	15-Feb-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	15-Feb-06
	 	15-Feb-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	16-Mar-06
	 	16-Mar-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	23-Mar-06
	 	23-Mar-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	19-Apr-06
	 	19-Apr-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	01-May-06
	 	01-May-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	03-May-06
	 	03-May-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	12-Jul-06
	 	12-Jul-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	11-Aug-06
	 	11-Aug-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	30-Aug-06
	 	30-Aug-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	08-Sep-06
	 	08-Sep-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	12-Sep-06
	 	12-Sep-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	16-Oct-06
	 	16-Oct-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	21-Nov-06
	 	21-Nov-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	01-Dec-06
	 	01-Dec-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	19-Feb-07
	 	19-Feb-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	01-Mar-07
	 	01-Mar-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	29-Mar-07
	 	29-Mar-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	29-Mar-07
	 	29-Mar-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	01-May-07
	 	01-May-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	23-Jul-07
	 	23-Jul-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	24-Jul-07
	 	24-Jul-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	03-Aug-07
	 	03-Aug-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	12-Sep-07
	 	12-Sep-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	05-Nov-07
	 	05-Nov-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	08-Nov-07
	 	08-Nov-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	08-Nov-07
	 	08-Nov-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	08-Nov-07
	 	08-Nov-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	30-Nov-07
	 	30-Nov-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	01-Mar-08
	 	01-Mar-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	01-Mar-08
	 	01-Mar-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	01-Mar-08
	 	01-Mar-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	01-Mar-08
	 	01-Mar-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	01-Mar-08
	 	01-Mar-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	01-Mar-08
	 	01-Mar-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	01-Mar-08
	 	01-Mar-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	01-Apr-08
	 	01-Apr-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	01-Apr-08
	 	01-Apr-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	01-Apr-08
	 	01-Apr-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	01-May-08
	 	01-May-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	01-May-08
	 	01-May-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	01-May-08
	 	01-May-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	01-May-08
	 	01-May-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	01-May-08
	 	01-May-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	01-May-08
	 	01-May-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	01-May-08
	 	01-May-11






 









 






Schedule 5.18(a)(i)(A): Schedule of Material Contracts




	 	 	 	 	 	 	 	 	 
	Market	 	CustomerName	 	ItemCodeDesc	 	StartBillingDate	 	StopBillingDate
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	01-May-08
	 	01-May-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	01-May-08
	 	01-May-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	01-May-08
	 	01-May-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	01-May-08
	 	01-May-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	01-May-08
	 	01-May-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	01-May-08
	 	01-May-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	01-May-08
	 	01-May-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	01-Jun-08
	 	01-Jun-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	01-Jun-08
	 	01-Jun-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	01-Oct-08
	 	01-Oct-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	01-Oct-08
	 	01-Oct-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	01-Oct-08
	 	01-Oct-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	01-Oct-08
	 	01-Oct-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	01-Nov-08
	 	01-Nov-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	01-Nov-08
	 	01-Nov-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	01-Nov-08
	 	01-Nov-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	01-Nov-08
	 	01-Nov-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	01-Jan-09
	 	01-Jan-12
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	01-Jan-09
	 	01-Jan-12
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	01-Jan-09
	 	01-Jan-12
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	01-Mar-09
	 	01-Mar-12
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	01-Apr-09
	 	01-Apr-12
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	01-May-09
	 	01-May-12
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	01-Jun-09
	 	01-Jun-12
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	01-Aug-09
	 	01-Aug-12
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-1 / T1 Transport
	 	01-Oct-09
	 	01-Oct-12
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-3 / T3 Transport
	 	13-Jan-04
	 	13-Jan-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-3 / T3 Transport
	 	27-Jan-04
	 	27-Jan-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-3 / T3 Transport
	 	07-Jul-04
	 	07-Jul-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-3 / T3 Transport
	 	23-Sep-04
	 	23-Sep-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-3 / T3 Transport
	 	28-Feb-05
	 	28-Feb-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-3 / T3 Transport
	 	14-Mar-05
	 	14-Mar-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-3 / T3 Transport
	 	25-May-05
	 	25-May-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-3 / T3 Transport
	 	08-Sep-05
	 	08-Sep-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-3 / T3 Transport
	 	27-Jan-07
	 	27-Jan-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-3 / T3 Transport
	 	14-Feb-07
	 	14-Feb-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-3 / T3 Transport
	 	22-Aug-07
	 	22-Aug-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-3 / T3 Transport
	 	22-Aug-07
	 	22-Aug-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-3 / T3 Transport
	 	22-Aug-07
	 	22-Aug-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-3 / T3 Transport
	 	22-Aug-07
	 	22-Aug-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-3 / T3 Transport
	 	22-Aug-07
	 	22-Aug-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-3 / T3 Transport
	 	22-Aug-07
	 	22-Aug-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-3 / T3 Transport
	 	01-Apr-08
	 	01-Apr-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-3 / T3 Transport
	 	01-Jul-08
	 	01-Jul-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-3 / T3 Transport
	 	01-Aug-08
	 	01-Aug-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-3 / T3 Transport
	 	01-Aug-08
	 	01-Aug-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-3 / T3 Transport
	 	01-Aug-08
	 	01-Aug-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-3 / T3 Transport
	 	01-Oct-08
	 	01-Oct-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-3 / T3 Transport
	 	01-Nov-08
	 	01-Nov-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-3 / T3 Transport
	 	01-Jan-09
	 	01-Jan-12
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR DS-3 / T3 Transport
	 	01-Jun-09
	 	01-Jun-12






 









 






Schedule 5.18(a)(i)(A): Schedule of Material Contracts




	 	 	 	 	 	 	 	 	 
	Market	 	CustomerName	 	ItemCodeDesc	 	StartBillingDate	 	StopBillingDate
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR Transport — OC3
	 	28-Oct-05
	 	02-Oct-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR Transport — OC3
	 	28-Oct-05
	 	28-Oct-10
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR Transport — OC3
	 	10-Mar-06
	 	11-Mar-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR Transport — OC3
	 	01-Jun-08
	 	01-Jun-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR Transport — OC3
	 	01-Jun-08
	 	01-Jun-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	Lit MRR Transport — OC3
	 	01-Jun-08
	 	01-Jun-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	MRR — Cross Connect
	 	01-Aug-08
	 	01-Aug-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	MRR — Cross Connect
	 	01-Aug-08
	 	01-Aug-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	MRR — Cross Connect
	 	01-Aug-08
	 	01-Aug-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	MRR — Cross Connect
	 	01-Oct-08
	 	01-Oct-11
	Atlanta

	 	Metro PCS Georgia, Inc.
	 	MRR — Cross Connect
	 	01-Nov-08
	 	01-Nov-11
	Atlanta

	 	Mohawk Industries
	 	Lit MRR 100Mb EPL
	 	01-Mar-09
	 	01-Mar-13
	Atlanta

	 	Net2Atlanta
	 	EVLAN 40 mbps
	 	01-Jun-09
	 	01-Jun-12
	Atlanta

	 	Net2Atlanta
	 	EVLAN 40 mbps
	 	01-Jun-09
	 	01-Jun-12
	Atlanta

	 	NexxLinx, Inc.
	 	Lit MRR 10 Mbps EVPL
	 	27-Nov-07
	 	27-Nov-10
	Atlanta

	 	Paradigm Telecom, Inc.
	 	Lit MRR DS-3 / T3 Transport
	 	06-Dec-06
	 	06-Dec-10
	Atlanta

	 	Peachtree Business Products
	 	IP Addresses-Additional
	 	01-Jan-09
	 	01-Jan-14
	Atlanta

	 	Peachtree Business Products
	 	Lit MRR 50 Mbps EIA
	 	01-Jan-09
	 	01-Jan-14
	Atlanta

	 	Polysius Corp
	 	Lit MRR EIA 10Mbps
	 	14-Dec-07
	 	14-Dec-10
	Atlanta

	 	PowerPlan Consultants
	 	Lit MRR 10Mbps EIA
	 	01-Oct-09
	 	01-Oct-12
	Atlanta

	 	Progress Telecom, Inc./Level 3
	 	Equipment Monitoring & Mtnce
	 	04-Aug-02
	 	04-Aug-22
	Atlanta

	 	Qwest Communications Corp
	 	Lit MRR 2.5 Gig Wavelength
	 	01-Oct-08
	 	01-Oct-11
	Atlanta

	 	Qwest Communications Corp
	 	Lit MRR Transport — OC12
	 	01-Oct-08
	 	01-Oct-11
	Atlanta

	 	Qwiz, Inc.
	 	DS-1 / T1 Transport
	 	23-Feb-04
	 	23-Feb-11
	Atlanta

	 	RaceTrac Petroleum Inc
	 	Lit MRR 100 Mbps EIA
	 	24-Sep-07
	 	24-Sep-10
	Atlanta

	 	Radiant Systems, Inc.
	 	20 MEG Optical Ethernet
	 	30-Nov-07
	 	30-Nov-10
	Atlanta

	 	Rechargeable Battery Recycling
	 	Lit MRR 20Mbps EIA
	 	01-Nov-08
	 	01-Nov-11
	Atlanta

	 	Robert Bowden, Inc
	 	IP Addresses-Additional
	 	22-Apr-09
	 	22-Apr-12
	Atlanta

	 	Robert Bowden, Inc
	 	Lit MRR 20meg EIA
	 	22-Apr-09
	 	22-Apr-12
	Atlanta

	 	Robert Bowden, Inc
	 	Lit MRR 20meg EIA
	 	22-Apr-09
	 	22-Apr-12
	Atlanta

	 	Robert Bowden, Inc
	 	Lit MRR Collapsed Ring Service
	 	22-Apr-09
	 	22-Apr-12
	Atlanta

	 	Robert Bowden, Inc
	 	Lit MRR DS-1 / T1 Transport
	 	22-Apr-09
	 	22-Apr-12
	Atlanta

	 	Robert Bowden, Inc
	 	Lit MRR DS-1 / T1 Transport
	 	22-Apr-09
	 	22-Apr-12
	Atlanta

	 	Robert Bowden, Inc
	 	Lit MRR DS-1 / T1 Transport
	 	22-Apr-09
	 	22-Apr-12
	Atlanta

	 	Robert Bowden, Inc
	 	Lit MRR DS-1 / T1 Transport
	 	22-Apr-09
	 	22-Apr-12
	Atlanta

	 	Robert Bowden, Inc
	 	Lit MRR DS-1 / T1 Transport
	 	22-Apr-09
	 	22-Apr-12
	Atlanta

	 	Savvis Communications
	 	Lit MRR 300 Mb EPL
	 	01-May-08
	 	01-May-11
	Atlanta

	 	Savvis Communications
	 	Lit MRR DS-3/T3 Transport PTP
	 	01-Mar-08
	 	01-Mar-11
	Atlanta

	 	Savvis Communications
	 	Lit MRR Transport — OC48
	 	05-Oct-07
	 	05-Oct-10
	Atlanta

	 	Sciele Pharma, Inc.
	 	Lit MRR 1 Gig EPL
	 	01-Sep-09
	 	01-Sep-14
	Atlanta

	 	Sciele Pharma, Inc.
	 	Lit MRR EIA 60Mbps CIR
	 	01-Sep-09
	 	01-Sep-14
	Atlanta

	 	Scientific Games Int’l, Inc.
	 	20meg Ethernet Internet Access
	 	01-Apr-09
	 	01-Apr-12
	Atlanta

	 	Snapping Shoals EMC
	 	Lit MRR 10Mb EIA
	 	01-Feb-09
	 	01-Feb-12
	Atlanta

	 	Solvay Pharmaceuticals
	 	10Mbps EIA Standard
	 	09-Mar-06
	 	01-Dec-10
	Atlanta

	 	Source Technologies LLC
	 	1.544k InternetAccess 2YR Term
	 	20-Sep-07
	 	20-Sep-10
	Atlanta

	 	Source Technologies LLC
	 	1.544k InternetAccess 2YR Term
	 	20-Sep-07
	 	20-Sep-10
	Atlanta

	 	Southern Union Conference
	 	Lit MRR 10Mb EIA with
	 	01-May-09
	 	01-May-12
	Atlanta

	 	Stonebranch
	 	10Mb Metro E Service EIA
	 	01-Aug-08
	 	01-Aug-11
	Atlanta

	 	Superior Essex Communications
	 	Lit MRR 30 Mbps EIA
	 	01-Feb-09
	 	01-Feb-14
	Atlanta

	 	Teavana, Corp
	 	Lit MRR 10 Mbps EIA CIR
	 	01-Jul-08
	 	01-Jul-11
	Atlanta

	 	The Walker School
	 	15meg Ethernet Internet Access
	 	01-Apr-09
	 	01-Apr-12






 









 






Schedule 5.18(a)(i)(A): Schedule of Material Contracts




	 	 	 	 	 	 	 	 	 
	Market	 	CustomerName	 	ItemCodeDesc	 	StartBillingDate	 	StopBillingDate
	Atlanta

	 	The Weather Channel, Inc.
	 	DS-1 / T1 Transport
	 	01-Oct-04
	 	01-Oct-10
	Atlanta

	 	The Weather Channel, Inc.
	 	DS-3 / T3 Transport
	 	19-Dec-03
	 	19-Dec-10
	Atlanta

	 	The Weather Channel, Inc.
	 	DS-3 / T3 Transport
	 	19-Dec-03
	 	19-Dec-10
	Atlanta

	 	The Weather Channel, Inc.
	 	DS-3 / T3 Transport
	 	19-Dec-03
	 	19-Dec-10
	Atlanta

	 	The Weather Channel, Inc.
	 	T-1 TV Analog
	 	01-Oct-04
	 	01-Oct-10
	Atlanta

	 	Tower Cloud, Inc
	 	MRR Dark Fiber Lease
	 	01-Feb-10
	 	01-Feb-20
	Atlanta

	 	TranDolCom Solutions
	 	Lit MRR 10 Mpbs EIA
	 	01-Mar-08
	 	01-Mar-11
	Atlanta

	 	TW Telecom
	 	Lit MRR DS-1 / T1 Transport
	 	29-Sep-06
	 	29-Sep-11
	Atlanta

	 	Unified Arts, LLC
	 	5meg Ethernet Internet Access
	 	23-Feb-07
	 	23-Feb-11
	Atlanta

	 	Unified Arts, LLC
	 	IP Addresses-Additional
	 	23-Feb-07
	 	23-Feb-11
	Atlanta

	 	Urology Associates, P.C.
	 	DS-1 / T1 Transport
	 	07-Apr-03
	 	07-Apr-11
	Atlanta

	 	Urology Associates, P.C.
	 	Router Lease
	 	07-Apr-03
	 	07-Apr-11
	Atlanta

	 	Utility Consultants-PostPetiti
	 	Lit MRR — Router Lease
	 	01-Oct-08
	 	01-Oct-11
	Atlanta

	 	Utility Consultants-PostPetiti
	 	Lit MRR Internet Access
	 	01-Oct-08
	 	01-Oct-11
	Atlanta

	 	UTrust Solutions Corp
	 	1.544k Internet Access 3 YR
	 	19-Mar-04
	 	19-Mar-11
	Atlanta

	 	UTrust Solutions Corp
	 	1.544k Internet Access 3 YR
	 	19-Mar-04
	 	19-Mar-11
	Atlanta

	 	VoiceNation LLC
	 	10 Mbps EIA
	 	01-Apr-08
	 	01-Apr-11
	Atlanta

	 	Yancey Brothers Co
	 	Lit MRR 10 Mb EIA
	 	01-May-08
	 	01-May-11
	Atlanta

	 	Yancey Brothers Co
	 	Lit MRR 10 Mb EIA
	 	01-Jul-09
	 	01-Jul-12
	Atlanta

	 	Yancey Brothers Co
	 	Lit MRR 10Mbps EVPL
	 	01-Jul-09
	 	01-Jul-12
	Atlanta

	 	Yancey Brothers Co
	 	Lit MRR 20 Mb EVPL
	 	01-Mar-09
	 	01-Jun-11
	Atlanta

	 	Yipes Enterprise Services
	 	Lit MRR Transport — OC12c
	 	01-Apr-08
	 	01-Apr-11
	Boise

	 	Ada County IT Dept.
	 	MRR Dark Fiber Lease
	 	01-Jul-06
	 	01-Jul-1l
	Boise

	 	Ada County IT Dept.
	 	MRR Dark Fiber Ring Lease
	 	01-Jul-02
	 	01-Jul-12
	Boise

	 	Boise School District
	 	Lit MRR EVPL 1 Gig
	 	01-Aug-09
	 	01-Aug-14
	Boise

	 	Boise School District
	 	Lit MRR GigE
	 	01-Jun-02
	 	01-Jun-12
	Boise

	 	Boise School District
	 	Lit MRR GigE
	 	01-Jun-02
	 	01-Jun-12
	Boise

	 	Boise School District
	 	Lit MRR GigE
	 	01-Jun-02
	 	01-Jun-12
	Boise

	 	Boise School District
	 	Lit MRR GigE
	 	01-Jun-02
	 	01-Jun-12
	Boise

	 	Boise School District
	 	Lit MRR GigE
	 	01-Jun-02
	 	01-Jun-12
	Boise

	 	Boise School District
	 	Lit MRR GigE
	 	01-Jun-02
	 	01-Jun-12
	Boise

	 	Boise School District
	 	Lit MRR GigE
	 	01-Jun-02
	 	01-Jun-12
	Boise

	 	Boise School District
	 	Lit MRR GigE
	 	01-Jun-02
	 	01-Jun-12
	Boise

	 	Boise School District
	 	Lit MRR GigE
	 	01-Jun-02
	 	01-Jun-12
	Boise

	 	Boise School District
	 	Lit MRR GigE
	 	01-Jun-02
	 	01-Jun-12
	Boise

	 	Boise School District
	 	Lit MRR GigE
	 	01-Jul-02
	 	01-Jul-12
	Boise

	 	Boise School District
	 	Lit MRR GigE
	 	01-Jul-02
	 	01-Jul-12
	Boise

	 	Boise School District
	 	Lit MRR GigE
	 	01-Jul-02
	 	01-Jul-12
	Boise

	 	Boise School District
	 	Lit MRR GigE
	 	01-Jul-02
	 	01-Jul-12
	Boise

	 	Boise School District
	 	Lit MRR GigE
	 	01-Jul-02
	 	01-Jul-12
	Boise

	 	Boise School District
	 	Lit MRR GigE
	 	01-Jul-02
	 	01-Jul-12
	Boise

	 	Boise School District
	 	Lit MRR GigE
	 	01-Jul-02
	 	01-Jul-12
	Boise

	 	Boise School District
	 	Lit MRR GigE
	 	01-Jul-02
	 	01-Jul-12
	Boise

	 	Boise School District
	 	Lit MRR GigE
	 	01-Jul-02
	 	01-Jul-12
	Boise

	 	Boise School District
	 	Lit MRR GigE
	 	01-Jul-02
	 	01-Jul-l2
	Boise

	 	Boise School District
	 	Lit MRR GigE
	 	01-Jul-02
	 	01-Jul-12
	Boise

	 	Boise School District
	 	Lit MRR GigE
	 	01-Jul-02
	 	01-Jul-12






 









 





Schedule 5.18(a)(i)(A): Schedule of Material Contracts




	 	 	 	 	 	 	 	 	 
	Market	 	CustomerName	 	ItemCodeDesc	 	StartBillingDate	 	StopBillingDate
	Boise

	 	Boise School District
	 	Lit MRR GigE
	 	01-Jul-02
	 	01-Jul-12
	Boise

	 	Boise School District
	 	Lit MRR GigE
	 	01-Jul-02
	 	01-Jul-12
	Boise

	 	Boise School District
	 	Lit MRR GigE
	 	01-Jul-02
	 	01-Jul-12
	Boise

	 	Boise School District
	 	Lit MRR GigE
	 	01-Jul-02
	 	01-Jul-12
	Boise

	 	Boise School District
	 	Lit MRR GigE
	 	01-Jul-02
	 	01-Jul-12
	Boise

	 	Boise School District
	 	Lit MRR GigE
	 	01-Jul-02
	 	01-Jul-12
	Boise

	 	Boise School District
	 	Lit MRR GigE
	 	01-Jul-02
	 	01-Jul-12
	Boise

	 	Boise School District
	 	Lit MRR GigE
	 	01-Jul-02
	 	01-Jul-12
	Boise

	 	Boise School District
	 	Lit MRR GigE
	 	01-Jul-03
	 	01-Jul-13
	Boise

	 	Boise School District
	 	Lit MRR GigE
	 	01-Jul-03
	 	01-Jul-13
	Boise

	 	Boise School District
	 	Lit MRR GigE
	 	01-Jul-03
	 	01-Jul-13
	Boise

	 	Boise School District
	 	Lit MRR GigE
	 	01-Jul-03
	 	01-Jul-13
	Boise

	 	Boise School District
	 	Lit MRR GigE
	 	01-Jul-03
	 	01-Jul-13
	Boise

	 	Boise School District
	 	Lit MRR GigE
	 	01-Jul-03
	 	01-Jul-13
	Boise

	 	Boise School District
	 	Lit MRR GigE
	 	01-Jul-03
	 	01-Jul-13
	Boise

	 	Boise School District
	 	Lit MRR GigE
	 	01-Jul-03
	 	01-Jul-13
	Boise

	 	Boise School District
	 	Lit MRR GigE
	 	01-Jul-03
	 	01-Jul-13
	Boise

	 	Boise School District
	 	Lit MRR GigE
	 	01-Jul-03
	 	01-Jul-13
	Boise

	 	Boise School District
	 	Lit MRR GigE
	 	01-Jul-03
	 	01-Jul-13
	Boise

	 	Boise School District
	 	Lit MRR GigE
	 	01-Jul-03
	 	01-Jul-13
	Boise

	 	Boise School District
	 	Lit MRR GigE
	 	01-Jul-03
	 	01-Jul-13
	Boise

	 	Boise School District
	 	Lit MRR GigE
	 	01-Jan-07
	 	01-Jan-12
	Boise

	 	Canyon County
	 	Lit MRR — 1 Gig EVLAN
	 	01-Jul-02
	 	01-Jul-12
	Boise

	 	City of Boise
	 	Annual Dark Fiber Lease Fee
	 	01-Jan-08
	 	31-Dec-10
	Boise

	 	Crowley Davis Research
	 	Lit MRR 10Mbps EIA Burstable
	 	01-Nov-08
	 	01-Nov-11
	Boise

	 	Dotcom Secrets
	 	Lit MRR 20Mbps EIA Burstable
	 	01-Nov-08
	 	01-Nov-11
	Boise

	 	Family Medicine Residency
	 	Lit MRR 10Mbps EIA
	 	01-Aug-08
	 	01-Aug-11
	Boise

	 	Family Medicine Residency
	 	Lit MRR 10Mbps EVPL
	 	01-Aug-08
	 	01-Aug-11
	Boise

	 	Franklin Building Supply
	 	Lit MRR 10 Mbps EVPL
	 	01-May-08
	 	01-May-11
	Boise

	 	Idaho Dept. of Water Resources
	 	MRR Dark Fiber Lease 2 Strands
	 	01-Oct-04
	 	30-Sep-14
	Boise

	 	Idaho Power Co. IT
	 	Lit MRR — 1 Gig EVLAN
	 	01-May-08
	 	01-May-11
	Boise

	 	Idaho Power Co. IT
	 	Lit MRR 1.544k Internet Access
	 	01-Aug-08
	 	01-Aug-11
	Boise

	 	Idaho Power Co. IT
	 	Lit MRR DS-3 / T3 Transport
	 	01-May-08
	 	01-May-11
	Boise

	 	Intermountain Orthopaedics
	 	Lit MRR — 5 Mbps EIA
	 	01-May-08
	 	01-May-11
	Boise

	 	Intermountain Orthopaedics
	 	Lit MRR 100Mbps PT-PT EVPL
	 	01-Sep-08
	 	01-Sep-11
	Boise

	 	Intermountain Orthopaedics
	 	Lit MRR 100Mbps PT-PT EVPL
	 	01-Sep-08
	 	01-Sep-11
	Boise

	 	Intralot, Inc
	 	Lit MRR 10Mbps EIA -CIR Burst.
	 	01-Mar-09
	 	01-Mar-12
	Boise

	 	J.R. Simplot Company
	 	Dark Fiber MRR Lease
	 	01-Feb-05
	 	01-May-11
	Boise

	 	J.R. Simplot Company
	 	Lit MRR — 1 Gig EVLAN
	 	01-Feb-05
	 	01-May-11
	Boise

	 	J.R. Simplot Company
	 	Lit MRR — 1 Gig EVLAN
	 	01-Feb-05
	 	01-May-11
	Boise

	 	J.R. Simplot Company
	 	Lit MRR — 1 Gig EVLAN
	 	01-Feb-05
	 	01-May-11
	Boise

	 	J.R. Simplot Company
	 	Lit MRR — 1 Gig EVLAN
	 	01-Feb-05
	 	01-May-11
	Boise

	 	J.R. Simplot Company
	 	Lit MRR 30Mbps EIA
	 	01-Nov-08
	 	01-May-11
	Boise

	 	J.R. Simplot Company
	 	Lit MRR DS-1 / T1 Transport
	 	01-May-08
	 	01-May-11
	Boise

	 	J.R. Simplot Company
	 	Lit MRR DS-1 / T1 Transport
	 	01-May-08
	 	01-May-11
	Boise

	 	J.R. Simplot Company
	 	Lit MRR DS-1 / T1 Transport
	 	01-May-08
	 	01-May-11
	Boise

	 	J.R. Simplot Company
	 	Lit MRR DS-3 / T3 Transport
	 	01-Feb-08
	 	01-May-11
	Boise

	 	J.R. Simplot Company
	 	Lit MRR GigE 100 Mbps
	 	01-Feb-08
	 	01-May-11
	Boise

	 	J.R. Simplot Company
	 	Lit MRR P2P — 1 GigE
	 	01-Mar-08
	 	01-May-11







 











 





Schedule 5.18(a)(i)(A): Schedule of Material Contracts




	 	 	 	 	 	 	 	 	 
	Market	 	CustomerName	 	ItemCodeDesc	 	StartBillingDate	 	StopBillingDate
	Boise

	 	Keynetics, Inc
	 	Lit MRR 20Mb CIR 100Mb PIR
	 	01-Dec-08
	 	01-Dec-11
	Boise

	 	Level 3 Communications, LLC
	 	MRR 2 Strand Dark Fiber Ring
	 	01-Nov-08
	 	01-Nov-13
	Boise

	 	Level 3 Communications, LLC
	 	MRR Dark Fiber Lease 2 Strands
	 	01-Dec-05
	 	01-Dec-10
	Boise

	 	Micron Technology Inc.
	 	MRR Dark Fiber Ring Lease
	 	01-Oct-06
	 	01-Oct-11
	Boise

	 	Pacific Press Publishing Assoc
	 	Lit MRR 10mbps EIA
	 	01-Feb-10
	 	01-Feb-13
	Boise

	 	Power Engineers, Inc
	 	Lit MRR 100Mb EVPL
	 	01-Dec-08
	 	01-Dec-11
	Boise

	 	Power Engineers, Inc
	 	MRR 20Mpbs EIA CIR Burstable
	 	01-Dec-08
	 	01-Dec-11
	Boise

	 	Solution Pro
	 	Lit MRR 1xFastE 100 Mbps
	 	08-Nov-07
	 	08-Nov-10
	Boise

	 	Syringa Networks, LLC
	 	MRR Dark Fiber Ring Lease
	 	01-Nov-06
	 	01-Nov-11
	Boise

	 	Trinity Health – TIS
	 	MRR Dark Fiber Lease – P2P
	 	01-May-04
	 	01-May-14
	Boise

	 	Trinity Health – TIS
	 	MRR Dark Fiber Lease – P2P
	 	01-Jul-04
	 	01-Jul-14
	Boise

	 	Trinity Health – TIS
	 	MRR Dark Fiber Lease – P2P
	 	01-Jul-04
	 	01-Jul-14
	Boise

	 	Trinity Health – TIS
	 	MRR Dark Fiber Lease – P2P
	 	01-May-05
	 	01-May-15
	Boise

	 	Trinity Health – TIS
	 	MRR Dark Fiber Lease – P2P
	 	01-Jun-07
	 	01-Jun-17
	Boise

	 	Trinity Health – TIS
	 	MRR Dark Fiber Lease – Ring
	 	01-Oct-06
	 	01-Oct-16
	Boise

	 	Trinity Health – TIS
	 	MRR Dark Fiber Lease – Ring
	 	01-Oct-06
	 	01-Oct-16
	Boise

	 	Trinity Health – TIS
	 	MRR Dark Fiber Lease – P2P/Ring
	 	01-Sep-01
	 	01-Sep-13
	Boise

	 	Trinity Health – TIS
	 	MRR Dark Fiber O&M Lease – P2P
	 	01-Jun-07
	 	01-Jun-17
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	12-Oct-07
	 	12-Oct-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	12-Oct-07
	 	12-Oct-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	12-Oct-07
	 	12-Oct-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	12-Oct-07
	 	12-Oct-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	12-Oct-07
	 	12-Oct-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	12-Oct-07
	 	12-Oct-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	12-Oct-07
	 	12-Oct-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	12-Oct-07
	 	12-Oct-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	12-Oct-07
	 	12-Oct-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	12-Oct-07
	 	12-Oct-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	12-Oct-07
	 	12-Oct-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	17-Dec-07
	 	17-Dec-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	17-Dec-07
	 	17-Dec-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	17-Dec-07
	 	17-Dec-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	17-Dec-07
	 	17-Dec-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	17-Dec-07
	 	17-Dec-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	17-Dec-07
	 	17-Dec-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	20-Dec-07
	 	20-Dec-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	20-Dec-07
	 	20-Dec-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	20-Dec-07
	 	20-Dec-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	20-Dec-07
	 	20-Dec-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	20-Dec-07
	 	20-Dec-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	20-Dec-07
	 	20-Dec-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	20-Dec-07
	 	20-Dec-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	24-Dec-07
	 	24-Dec-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	24-Dec-07
	 	24-Dec-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	24-Dec-07
	 	24-Dec-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	24-Dec-07
	 	24-Dec-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	24-Dec-07
	 	24-Dec-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	27-Dec-07
	 	27-Dec-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	27-Dec-07
	 	27-Dec-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	27-Dec-07
	 	27-Dec-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	27-Dec-07
	 	27-Dec-12






 









 





Schedule 5.18(a)(i)(A): Schedule of Material Contracts




	 	 	 	 	 	 	 	 	 
	Market	 	CustomerName	 	ItemCodeDesc	 	StartBillingDate	 	StopBillingDate
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	27-Dec-07
	 	27-Dec-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	28-Dec-07
	 	28-Dec-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	28-Dec-07
	 	28-Dec-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	28-Dec-07
	 	28-Dec-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	28-Dec-07
	 	28-Dec-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	28-Dec-07
	 	28-Dec-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	28-Dec-07
	 	28-Dec-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	28-Dec-07
	 	28-Dec-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	28-Dec-07
	 	28-Dec-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	28-Dec-07
	 	28-Dec-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	28-Dec-07
	 	28-Dec-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	28-Dec-07
	 	28-Dec-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	28-Dec-07
	 	28-Dec-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	28-Dec-07
	 	28-Dec-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	28-Dec-07
	 	28-Dec-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	28-Dec-07
	 	28-Dec-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	28-Dec-07
	 	28-Dec-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Feb-08
	 	01-Feb-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Feb-08
	 	01-Feb-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Feb-08
	 	01-Feb-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Feb-08
	 	01-Feb-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Feb-08
	 	01-Feb-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Feb-08
	 	01-Feb-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Feb-08
	 	01-Feb-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Feb-08
	 	01-Feb-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Feb-08
	 	01-Feb-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Feb-08
	 	01-Feb-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Feb-08
	 	01-Feb-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Feb-08
	 	01-Feb-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Feb-08
	 	01-Feb-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Feb-08
	 	01-Feb-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Feb-08
	 	01-Feb-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Feb-08
	 	01-Feb-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Feb-08
	 	01-Feb-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Feb-08
	 	01-Feb-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Feb-08
	 	01-Feb-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Feb-08
	 	01-Feb-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Feb-08
	 	01-Feb-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Feb-08
	 	01-Feb-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Feb-08
	 	01-Feb-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Feb-08
	 	01-Feb-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Feb-08
	 	01-Feb-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Feb-08
	 	01-Feb-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Feb-08
	 	01-Feb-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Feb-08
	 	01-Feb-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Feb-08
	 	01-Feb-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Feb-08
	 	01-Feb-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Feb-08
	 	01-Feb-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Feb-08
	 	01-Feb-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Feb-08
	 	01-Feb-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Feb-08
	 	01-Feb-13






 









 





Schedule 5.18(a)(i)(A): Schedule of Material Contracts




	 	 	 	 	 	 	 	 	 
	Market	 	CustomerName	 	ItemCodeDesc	 	StartBillingDate	 	StopBillingDate
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Feb-08
	 	01-Feb-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Feb-08
	 	01-Feb-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Feb-08
	 	01-Feb-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Feb-08
	 	01-Feb-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Mar-08
	 	01-Mar-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Mar-08
	 	01-Mar-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Mar-08
	 	01-Mar-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Mar-08
	 	01-Mar-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Mar-08
	 	01-Mar-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Mar-08
	 	01-Mar-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Mar-08
	 	01-Mar-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Mar-08
	 	01-Mar-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Mar-08
	 	01-Mar-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Mar-08
	 	01-Mar-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Mar-08
	 	01-Mar-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Mar-08
	 	01-Mar-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Mar-08
	 	01-Mar-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Apr-08
	 	01-Apr-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Apr-08
	 	01-Apr-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Apr-08
	 	01-Apr-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Apr-08
	 	01-Apr-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Apr-08
	 	01-Apr-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Apr-08
	 	01-Apr-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Apr-08
	 	01-Apr-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Apr-08
	 	01-Apr-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Apr-08
	 	01-Apr-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Apr-08
	 	01-Apr-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Apr-08
	 	01-Apr-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Apr-08
	 	01-Apr-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Apr-08
	 	01-Apr-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Apr-08
	 	01-Apr-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Apr-08
	 	01-Apr-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-May-08
	 	01-May-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-May-08
	 	01-May-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-May-08
	 	01-May-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-May-08
	 	01-May-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-May-08
	 	01-May-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-May-08
	 	01-May-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-May-08
	 	01-May-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-May-08
	 	01-May-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-May-08
	 	01-May-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-May-08
	 	01-May-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-May-08
	 	01-May-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-May-08
	 	01-May-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-May-08
	 	01-May-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-May-08
	 	01-May-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-May-08
	 	01-May-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-May-08
	 	01-May-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Jun-08
	 	01-Jun-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Jun-08
	 	01-Jun-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH – DS1
	 	01-Jun-08
	 	01-Jun-13







 











 





Schedule 5.18(a)(i)(A): Schedule of Material Contracts




	 	 	 	 	 	 	 	 	 
	Market	 	CustomerName	 	ItemCodeDesc	 	StartBillingDate	 	StopBillingDate
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Jun-08
	 	01-Jun-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Jun-08
	 	01-Jun-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Jun-08
	 	01-Jun-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Jun-08
	 	01-Jun-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Jun-08
	 	01-Jun-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Jun-08
	 	01-Jun-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Jun-08
	 	01-Jun-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Jun-08
	 	01-Jun-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Jul-08
	 	01-Jul-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Jul-08
	 	01-Jul-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Aug-08
	 	01-Aug-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Aug-08
	 	01-Aug-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Aug-06
	 	01-Aug-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Aug-08
	 	01-Aug-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Aug-08
	 	01-Aug-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Aug-08
	 	01-Aug-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Aug-08
	 	01-Aug-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Aug-08
	 	01-Aug-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Aug-08
	 	01-Aug-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Sep-08
	 	01-Sep-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Sep-08
	 	01-Sep-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Sep-08
	 	01-Sep-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Sep-08
	 	01-Sep-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Sep-08
	 	01-Sep-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Sep-08
	 	01-Sep-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Oct-08
	 	01-Oct-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Nov-08
	 	01-Nov-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Nov-08
	 	01-Nov-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Nov-08
	 	01-Nov-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Nov-08
	 	01-Nov-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Nov-08
	 	01-Nov-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Feb-09
	 	01-Feb-14
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Apr-09
	 	01-Apr-14
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Apr-09
	 	01-Apr-14
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Apr-09
	 	01-Apr-14
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Aug-09
	 	01-Aug-14
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Oct-09
	 	01-Oct-14
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Nov-09
	 	01-Nov-14
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Jan-10
	 	01-Jan-15
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Feb-10
	 	01-Feb-15
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Feb-10
	 	01-Feb-15
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Feb-10
	 	01-Feb-15
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Feb-10
	 	01-Feb-15
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Feb-10
	 	01-Feb-15
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Feb-10
	 	01-Feb-15
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Mar-10
	 	01-Mar-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Mar-10
	 	01-Mar-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Mar-10
	 	01-Mar-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Mar-10
	 	01-Mar-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Mar-10
	 	01-Mar-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Mar-10
	 	01-Mar-13






 









 





Schedule 5.18(a)(i)(A): Schedule of Material Contracts




	 	 	 	 	 	 	 	 	 
	Market	 	CustomerName	 	ItemCodeDesc	 	StartBillingDate	 	StopBillingDate
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Apr-10
	 	01-Apr-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Apr-10
	 	01-Apr-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Apr-10
	 	01-Apr-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Apr-10
	 	01-Apr-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Apr-10
	 	01-Apr-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Apr-10
	 	01-Apr-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Apr-10
	 	01-Apr-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Apr-10
	 	01-Apr-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Apr-10
	 	01-Apr-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Apr-10
	 	01-Apr-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Apr-10
	 	01-Apr-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Apr-10
	 	01-Apr-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Apr-10
	 	01-Apr-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Apr-10
	 	01-Apr-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Apr-10
	 	01-Apr-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Apr-10
	 	01-Apr-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Apr-10
	 	01-Apr-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Apr-10
	 	01-Apr-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Apr-10
	 	01-Apr-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS1
	 	01-Apr-10
	 	01-Apr-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS3
	 	01-Jun-07
	 	01-Jun-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS3
	 	12-Oct-07
	 	12-Oct-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS3
	 	17-Dec-07
	 	17-Dec-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS3
	 	20-Dec-07
	 	20-Dec-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS3
	 	24-Dec-07
	 	24-Dec-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS3
	 	27-Dec-07
	 	27-Dec-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS3
	 	28-Dec-07
	 	28-Dec-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS3
	 	28-Dec-07
	 	28-Dec-12
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS3
	 	01-Feb-08
	 	01-Feb-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS3
	 	01-Feb-08
	 	01-Feb-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS3
	 	01-Feb-08
	 	01-Feb-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS3
	 	01-Feb-08
	 	01-Feb-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS3
	 	01-Feb-08
	 	01-Feb-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS3
	 	01-Feb-08
	 	01-Feb-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS3
	 	01-Mar-08
	 	01-Mar-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS3
	 	01-Mar-08
	 	01-Mar-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS3
	 	01-Apr-08
	 	01-Apr-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS3
	 	01-Apr-08
	 	01-Apr-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS3
	 	01-May-08
	 	01-May-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS3
	 	01-Jun-08
	 	01-Jun-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS3
	 	01-Aug-08
	 	01-Aug-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS3
	 	01-Sep-08
	 	01-Sep-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — DS3
	 	01-Jan-10
	 	01-Jan-15
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — OC3
	 	01-Jul-08
	 	01-Jul-13
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — OC48
	 	01-Nov-09
	 	01-Nov-14
	Boise

	 	Verizon Wireless
	 	Lit MRR Transport LH — OC48
	 	01-Nov-09
	 	01-Nov-14
	Boise

	 	Verizon Wireless Net NW Region
	 	Lit MRR Transport — DS1
	 	01-May-08
	 	01-May-13
	Boise

	 	Verizon Wireless Net NW Region
	 	Lit MRR Transport — DS1
	 	01-May-08
	 	01-May-13
	Boise

	 	Verizon Wireless Net NW Region
	 	Lit MRR Transport — DS1
	 	01-May-08
	 	01-May-13
	Boise

	 	Verizon Wireless Net NW Region
	 	Lit MRR Transport — DS1
	 	01-May-08
	 	01-May-13
	Boise

	 	Verizon Wireless Net NW Region
	 	Lit MRR Transport — DS1
	 	01-May-08
	 	01-May-13











 









 











Schedule 5.18(a)(i)(A): Schedule of Material Contracts




	 	 	 	 	 	 	 	 	 
	Market	 	CustomerName	 	ItemCodeDesc	 	StartBillingDate	 	StopBillingDate
	Boise

	 	Verizon Wireless Net NW Region
	 	Lit MRR Transport — DS1
	 	01-May-08
	 	01-May-13
	Boise

	 	Verizon Wireless Net NW Region
	 	Lit MRR Transport — DS1
	 	01-Aug-08
	 	01-Aug-13
	Boise

	 	Verizon Wireless Net NW Region
	 	Lit MRR Transport — DS1
	 	01-Aug-08
	 	01-Aug-13
	Boise

	 	Verizon Wireless Net NW Region
	 	Lit MRR Transport — DS1
	 	01-Aug-08
	 	01-Aug-13
	Boise

	 	Verizon Wireless Net NW Region
	 	Lit MRR Transport — DS1
	 	01-Aug-08
	 	01-Aug-13
	Boise

	 	Verizon Wireless Net NW Region
	 	Lit MRR Transport — DS1
	 	01-Aug-08
	 	01-Aug-13
	Boise

	 	Verizon Wireless Net NW Region
	 	Lit MRR Transport — DS1
	 	01-Aug-08
	 	01-Aug-13
	Boise

	 	Verizon Wireless Net NW Region
	 	Lit MRR Transport — DS1
	 	01-Aug-08
	 	01-Aug-13
	Boise

	 	Verizon Wireless Net NW Region
	 	Lit MRR Transport — DS1
	 	01-Aug-08
	 	01-Aug-13
	Boise

	 	Verizon Wireless Net NW Region
	 	Lit MRR Transport — DS1
	 	01-Aug-08
	 	01-Aug-13
	Boise

	 	Verizon Wireless Net NW Region
	 	Lit MRR Transport — DS1
	 	01-Aug-08
	 	01-Aug-13
	Boise

	 	Verizon Wireless Net NW Region
	 	Lit MRR Transport — DS1
	 	01-Aug-08
	 	01-Aug-13
	Boise

	 	Verizon Wireless Net NW Region
	 	Lit MRR Transport — DS1
	 	01-Aug-08
	 	01-Aug-13
	Boise

	 	Verizon Wireless Net NW Region
	 	Lit MRR Transport — DS1
	 	01-Aug-08
	 	01-Aug-13
	Boise

	 	Verizon Wireless Net NW Region
	 	Lit MRR Transport — DS1
	 	01-Aug-08
	 	01-Aug-13
	Boise

	 	Verizon Wireless Net NW Region
	 	Lit MRR Transport — DS1
	 	01-Dec-08
	 	01-Dec-13
	Boise

	 	Verizon Wireless Net NW Region
	 	Lit MRR Transport — DS1
	 	01-Dec-08
	 	01-Dec-13
	Boise

	 	Verizon Wireless Net NW Region
	 	Lit MRR Transport — DS1
	 	01-Dec-08
	 	01-Dec-13
	Boise

	 	Verizon Wireless Net NW Region
	 	Lit MRR Transport — DS1
	 	01-Dec-08
	 	01-Dec-13
	Boise

	 	Verizon Wireless Net NW Region
	 	Lit MRR Transport — DS1
	 	01-Dec-08
	 	01-Dec-13
	Boise

	 	Verizon Wireless Net NW Region
	 	Lit MRR Transport — DS1
	 	01-Dec-08
	 	01-Dec-13
	Boise

	 	Verizon Wireless Net NW Region
	 	Lit MRR Transport — DS1
	 	01-Jan-09
	 	01-Jan-14
	Boise

	 	Verizon Wireless Net NW Region
	 	Lit MRR Transport — DS1
	 	01-Jan-09
	 	01-Jan-14
	Boise

	 	Verizon Wireless Net NW Region
	 	Lit MRR Transport — DS1
	 	01-Jan-09
	 	01-Jan-14
	Boise

	 	Verizon Wireless Net NW Region
	 	Lit MRR Transport — DS1
	 	01-Jan-09
	 	01-Jan-14
	Boise

	 	Verizon Wireless Net NW Region
	 	Lit MRR Transport — DS1
	 	01-Jan-09
	 	01-Jan-14
	Boise

	 	Verizon Wireless Net NW Region
	 	Lit MRR Transport — DS1
	 	01-Jan-09
	 	01-Jan-14
	Boise

	 	Verizon Wireless Net NW Region
	 	Lit MRR Transport — DS1
	 	01-Jan-09
	 	01-Jan-14
	Boise

	 	Verizon Wireless Net NW Region
	 	Lit MRR Transport — DS1
	 	01-Jan-09
	 	01-Jan-14
	Boise

	 	Verizon Wireless Net NW Region
	 	Lit MRR Transport — DS1
	 	01-Jan-09
	 	01-Jan-14
	Boise

	 	Verizon Wireless Net NW Region
	 	Lit MRR Transport — DS1
	 	01-Jan-09
	 	01-Jan-14
	Boise

	 	Verizon Wireless Net NW Region
	 	Lit MRR Transport — DS1
	 	01-Jan-09
	 	01-Jan-14
	Boise

	 	Verizon Wireless Net NW Region
	 	Lit MRR Transport — DS1
	 	01-May-09
	 	01-May-14
	Boise

	 	Verizon Wireless Net NW Region
	 	Lit MRR Transport — DS1
	 	01-Aug-09
	 	01-Aug-14
	Boise

	 	Verizon Wireless Net NW Region
	 	Lit MRR Transport — DS1
	 	01-Aug-09
	 	01-Aug-14
	Boise

	 	Verizon Wireless Net NW Region
	 	Lit MRR Transport — DS1
	 	01-Nov-09
	 	01-Nov-14
	Boise

	 	Verizon Wireless Net NW Region
	 	Lit MRR Transport — DS1
	 	01-Apr-10
	 	01-Apr-13
	Boise

	 	Verizon Wireless Net NW Region
	 	Lit MRR Transport — DS1
	 	01-Apr-10
	 	01-Apr-13
	Boise

	 	Verizon Wireless Net NW Region
	 	Lit MRR Transport — DS1
	 	01-Apr-10
	 	01-Apr-13
	Boise

	 	Verizon Wireless Net NW Region
	 	Lit MRR Transport — DS1
	 	01-Apr-10
	 	01-Apr-13
	Boise

	 	Verizon Wireless Net NW Region
	 	Lit MRR Transport — DS1
	 	01-Apr-10
	 	01-Apr-13
	Boise

	 	Verizon Wireless Net NW Region
	 	Lit MRR Transport — DS1
	 	01-Apr-10
	 	01-Apr-13
	Boise

	 	Verizon Wireless Net NW Region
	 	Lit MRR Transport — DS3
	 	01-May-08
	 	01-May-13
	Boise

	 	Verizon Wireless Net NW Region
	 	Lit MRR Transport — DS3
	 	01-Aug-08
	 	01-Aug-13
	Boise

	 	Verizon Wireless Net NW Region
	 	Lit MRR Transport — DS3
	 	01-Aug-08
	 	01-Aug-13
	Boise

	 	Verizon Wireless Net NW Region
	 	Lit MRR Transport — DS3
	 	01-Dec-08
	 	01-Dec-13
	Boise

	 	Verizon Wireless Net NW Region
	 	Lit MRR Transport — DS3
	 	01-Jan-09
	 	01-Jan-14
	Boise

	 	Verizon Wireless Net NW Region
	 	Lit MRR Transport — DS3
	 	01-Jan-09
	 	01-Jan-14
	Boise

	 	West Valley Medical Center
	 	Lit MRR 100Mbps EVPL
	 	01-Nov-09
	 	01-Nov-12
	Boise

	 	Wirestone
	 	Lit MRR — EIA 30mg
	 	09-Nov-07
	 	09-Nov-10
	Boise

	 	Wirestone
	 	Static IP Address
	 	09-Nov-07
	 	09-Nov-10











 









 











Schedule 5.18(a)(i)(A): Schedule of Material Contracts




	 	 	 	 	 	 	 	 	 
	Market	 	CustomerName	 	ItemCodeDesc	 	StartBillingDate	 	StopBillingDate
	Boise

	 	Wirestone
	 	Static IP Address
	 	09-Nov-07
	 	09-Nov-10
	Boise

	 	Work Group Leader/Network Serv
	 	MRR Dark Fiber Lease
	 	01-Aug-04
	 	01-Aug-14
	Cleveland

	 	BlueBridge Networks, LLC
	 	EVPL 1 Gb Service
	 	19-Sep-05
	 	19-Sep-11
	Cleveland

	 	City of Cleveland Div of ITS
	 	Annual Maintenance Fee
	 	31-Mar-05
	 	31-Mar-25
	Cleveland

	 	Cogent Communications Inc
	 	Dark Fiber CBD Ring — 2 Strand
	 	01-Sep-08
	 	01-Sep-28
	Cleveland

	 	Continental Broadband, Inc.
	 	MRR Dark Backbone Lease
	 	30-Nov-06
	 	30-Nov-11
	Cleveland

	 	Continental Broadband, Inc.
	 	MRR Dark Fiber Lease
	 	30-Nov-06
	 	30-Nov-11
	Cleveland

	 	KeyBank National Association
	 	Dark Fiber O&M Lease
	 	01-Aug-09
	 	01-Aug-14
	Cleveland

	 	KeyBank National Association
	 	Dark Fiber On-Net Conn Fee
	 	01-Aug-09
	 	01-Aug-14
	Cleveland

	 	KeyBank National Association
	 	MRR Dark Backbone Lease
	 	01-Aug-09
	 	01-Aug-14
	Cleveland

	 	Level 3 Communications, LLC
	 	Annual Maintenance Fee
	 	28-May-02
	 	28-May-22
	Cleveland

	 	Level 3 Communications, LLC
	 	Annual Maintenance Fee
	 	17-Jul-02
	 	17-Jul-22
	Cleveland

	 	Level 3 Communications, LLC
	 	Annual Maintenance Fee
	 	24-Mar-03
	 	24-Mar-23
	Cleveland

	 	Level 3 Communications, LLC
	 	Annual Maintenance Fee
	 	28-Aug-03
	 	28-Aug-23
	Cleveland

	 	Level 3 Communications, LLC
	 	On-Net Annual Fee
	 	28-May-02
	 	28-May-22
	Cleveland

	 	Level 3 Communications, LLC
	 	On-Net Annual Fee
	 	17-Jul-02
	 	17-Jul-22
	Cleveland

	 	Level 3 Communications, LLC
	 	On-Net Annual Fee
	 	24-Mar-03
	 	24-Mar-23
	Cleveland

	 	Level 3 Communications, LLC
	 	On-Net Annual Fee
	 	28-Aug-03
	 	28-Aug-23
	Cleveland

	 	MCI Worldcom, Dept 41103/107
	 	Annual Lease Fee
	 	01-May-06
	 	01-May-11
	Cleveland

	 	MCI Worldcom, Dept 41103/107
	 	Annual Lease Fee
	 	09-Aug-07
	 	09-Aug-12
	Cleveland

	 	National City Corporation
	 	Annual Maintenance Fee
	 	16-May-03
	 	16-May-13
	Cleveland

	 	National City Corporation
	 	Annual Maintenance Fee
	 	16-May-03
	 	16-May-13
	Cleveland

	 	OARnet Business Office
	 	1 — A&B feeds at 60 amps each
	 	14-Feb-08
	 	14-Feb-23
	Cleveland

	 	OARnet Business Office
	 	2 — A&B feeds at 50 amps each
	 	01-Jun-08
	 	14-Feb-23
	Cleveland

	 	OarNet Business Office
	 	Annual Maintenance Fee
	 	14-Feb-03
	 	14-Feb-23
	Cleveland

	 	OARnet Business Office
	 	Colocation — DC Power (A and B
	 	14-Feb-03
	 	14-Feb-23
	Cleveland

	 	OARnet Business Office
	 	Colocation — UPS Backed Power
	 	14-Feb-03
	 	14-Feb-23
	Cleveland

	 	OARnet Business Office
	 	Colocation Rack Charges
	 	14-Feb-03
	 	14-Feb-23
	Cleveland

	 	OARnet Business Office
	 	Dark Fiber Cross Connect
	 	31-Oct-06
	 	31-Oct-26
	Cleveland

	 	OARnet Business Office
	 	Dark Fiber O&M IRU Lease
	 	31-Oct-06
	 	31-Oct-26
	Cleveland

	 	OARnet Business Office
	 	MRR — Cross Connect
	 	01-Mar-09
	 	14-Feb-23
	Cleveland

	 	OARnet Business Office
	 	MRR — Power 60 Amps
	 	10-Oct-07
	 	30-Sep-26
	Cleveland

	 	OARnet/SchoolNet
	 	30 amps DC Power
	 	29-Jun-05
	 	29-Jun-25
	Cleveland

	 	OARnet/SchoolNet
	 	Colocation Rack charges
	 	29-Jun-05
	 	29-Jun-25
	Cleveland

	 	Revelation Networks Inc
	 	MRR 2 Strand DF Ring Lease
	 	01-Nov-08
	 	01-Nov-13
	Cleveland

	 	Savvis Communications
	 	Annual Maintenance Fee
	 	27-Nov-00
	 	27-Nov-20
	Cleveland

	 	TeliaSonera Int’l Carrier, Inc
	 	MRR 2 Strand DF Lease
	 	01-Feb-10
	 	01-Feb-15
	Cleveland

	 	The Sherwin-Williams Company
	 	Annual Maintenance Fee
	 	14-Oct-03
	 	14-Oct-13
	Cleveland

	 	Verizon Wireless
	 	Annual Maintenance Fee
	 	03-Mar-04
	 	03-Mar-24
	Cleveland

	 	Zayo Bandwidth Central LLC
	 	MRR Dark Fiber Lease
	 	04-Aug-06
	 	04-Aug-13
	Cleveland

	 	Zayo Bandwidth Central LLC
	 	MRR Dark Fiber Lease
	 	01-Sep-08
	 	01-Sep-13
	Hartford

	 	The Hartford/Telwares 25
	 	Annual Maintenance Fee
	 	31-Oct-01
	 	31-Oct-21
	Kansas City

	 	1 & 1 Internet, Inc.
	 	Dark Fiber O&M Lease
	 	30-Sep-06
	 	30-Sep-16
	Kansas City

	 	1 & 1 Internet, Inc.
	 	Dark Fiber On-Net Conn Fee
	 	30-Sep-06
	 	30-Sep-16
	Kansas City

	 	1 & 1 Internet, Inc.
	 	MRR Dark Fiber Lease
	 	30-Sep-06
	 	30-Sep-16
	Kansas City

	 	Avid Phone
	 	 Lit MRR EVPL 100Mbps CIR
	 	01-Jan-09
	 	01-Jan-13
	Kansas City

	 	Avid Phone
	 	Lit MRR EVPL- 20 Mbps CIR
	 	01-Aug-09
	 	01-Aug-12
	Kansas City

	 	Avid Phone
	 	Lit MRR EVPL-10 Mbps CIR
	 	01-Jul-09
	 	01-Jul-12
	Kansas City

	 	Boulevard Brewing Co.
	 	Lit MRR EIA 20 Mbps
	 	01-Aug-09
	 	01-Aug-12
	Kansas City

	 	Clearwire US LLC
	 	2 Strand Full City Dark Fiber
	 	01-Mar-10
	 	01-Mar-30
	Kansas City

	 	Cogent Communications Inc
	 	Annual Lease Fee
	 	12-Dec-01
	 	12-Dec-21











 









 











Schedule 5.18(a)(i)(A): Schedule of Material Contracts




	 	 	 	 	 	 	 	 	 
	Market	 	CustomerName	 	ItemCodeDesc	 	StartBillingDate	 	StopBillingDate
	Kansas City

	 	Cogent Communications Inc
	 	Annual Maintenance Fee
	 	12-Dec-01
	 	12-Dec-21
	Kansas City

	 	Cogent Communications Inc
	 	Annual Maintenance Fee
	 	30-Aug-07
	 	12-Dec-21
	Kansas City

	 	Cogent Communications Inc
	 	Dark Fiber O&M Lease
	 	01-Jan-09
	 	01-Jan-29
	Kansas City

	 	Cogent Communications Inc
	 	MRR 2 strd DF 52 route miles
	 	01-Jan-09
	 	01-Jan-29
	Kansas City

	 	Cogent Communications Inc
	 	On-Net Annual Fee
	 	12-Dec-01
	 	12-Dec-21
	Kansas City

	 	Cox Communications Kansas, LLC
	 	Annual Maintenance Fee
	 	13-Nov-02
	 	13-Nov-22
	Kansas City

	 	Cox Communications Kansas, LLC
	 	Annual Maintenance Fee
	 	31-Mar-06
	 	31-Jan-24
	Kansas City

	 	Cox Communications Kansas, LLC
	 	MRR Dark Fiber Lease
	 	01-Nov-09
	 	01-Nov-14
	Kansas City

	 	Evacore.net Corporation
	 	Lit MRR 10Mbps EIA Standard
	 	01-Nov-09
	 	01-Nov-12
	Kansas City

	 	Full Control Network, Inc
	 	100 Mb Burstable EVPL
	 	01-Jul-08
	 	01-Jul-11
	Kansas City

	 	Full Control Network, Inc
	 	100M CIR burstable to 300M
	 	01-Mar-08
	 	01-Mar-13
	Kansas City

	 	Global Crossing
	 	MRR Dark Fiber Lease- 2 Node,
	 	01-Jul-08
	 	01-Jul-13
	Kansas City

	 	GreenSoft Solutions
	 	EIA 70 Mbps CIR burstable-200
	 	29-Jul-05
	 	29-Jul-10
	Kansas City

	 	Hardhal, Inc.
	 	EIA Burst 100 Mbps CIR
	 	30-Nov-07
	 	30-Nov-10
	Kansas City

	 	Kansas Broadband Internet Inc
	 	10 Mbps EIA burst to 50 Mbps
	 	19-Nov-07
	 	19-Nov-10
	Kansas City

	 	K-PowerNet, LLC
	 	MRR Dark Fiber Lease
	 	01-Jan-09
	 	01-Jan-29
	Kansas City

	 	Level 3 Communications, LLC
	 	Annual Maintenance Fee
	 	08-Nov-04
	 	08-Nov-24
	Kansas City

	 	Level 3 Communications, LLC
	 	On-Net Annual Fee
	 	08-Nov-04
	 	08-Nov-24
	Kansas City

	 	Level 3-Alltel-Gateway-Genuity
	 	Annual Maintenance Fee
	 	26-Jul-05
	 	26-Jul-30
	Kansas City

	 	Level 3-Alltel-Gateway-Genuity
	 	Annual Maintenance Fee
	 	24-Mar-03
	 	24-Mar-23
	Kansas City

	 	Level 3-Alltel-Gateway-Genuity
	 	On-Net Annual Fee
	 	24-Mar-03
	 	24-Mar-23
	Kansas City

	 	Missouri Network Alliance, LLC
	 	Annual Maintenance Fee
	 	11-Dec-02
	 	11-Dec-22
	Kansas City

	 	Missouri Network Alliance, LLC
	 	Annual Maintenance Fee
	 	11-Dec-02
	 	11-Dec-22
	Kansas City

	 	Missouri Network Alliance, LLC
	 	On-Net Annual Fee
	 	11-Dec-02
	 	11-Dec-22
	Kansas City

	 	Missouri Network Alliance, LLC
	 	On-Net Annual Fee
	 	11-Dec-02
	 	11-Dec-22
	Kansas City

	 	Missouri Network Alliance, LLC
	 	On-Net Annual Fee
	 	11-Dec-02
	 	11-Dec-22
	Kansas City

	 	Netsolus
	 	10 Mpbs EVPL
	 	29-Nov-06
	 	29-Nov-12
	Kansas City

	 	Savvis Communications
	 	Annual Maintenance Fee
	 	27-Nov-00
	 	27-Nov-20
	Kansas City

	 	Skyway Networks LLC
	 	Lit MRR 10 Mbps EIA
	 	10-Oct-07
	 	10-Oct-10
	Kansas City

	 	The Headache & Pain Center, PA
	 	Annual Maintenance Fee
	 	24-Jan-03
	 	24-Jan-13
	Kansas City

	 	Unite Private Networks LLC
	 	Lit MRR 300Mbps EVPL Standard
	 	01-Mar-09
	 	01-Mar-12
	Kansas City

	 	Verizon Wireless (Alltell)
	 	MRR Dark Fiber PTP Lease
	 	01-Mar-08
	 	01-Mar-13
	Kansas City

	 	Verizon Wireless (VAW) LLC
	 	Annual Maintenance Fee
	 	01-Apr-10
	 	01-Apr-24
	Kansas City

	 	Verizon-GNI Kansas City
	 	Annual Maintenance Fee
	 	05-Mar-04
	 	05-Mar-24
	Kansas City

	 	Verizon-GNI Kansas City
	 	On-Net Annual Fee
	 	05-Mar-04
	 	05-Mar-24
	Kansas City

	 	WilTel/Level 3 Communications
	 	MRR Dark Fiber Lease
	 	22-Feb-08
	 	22-Feb-11
	Las Vegas

	 	1 Velocity
	 	Lit MRR 60Mbps EVPL Intecity
	 	01-Oct-09
	 	01-Oct-13
	Las Vegas

	 	A1 Hospitality Solutions
	 	Lit MRR 20Mbps EIA
	 	01-Nov-09
	 	01-Nov-12
	Las Vegas

	 	Ahem Rentals
	 	MRR Dark Fiber Lease — P2P
	 	01-Jun-07
	 	01-Jun-10
	Las Vegas

	 	Ahem Rentals
	 	MRR Dark Fiber Lease — P2P
	 	01-Jun-07
	 	01-Jun-10
	Las Vegas

	 	American Tower — SSI
	 	MRR Dark Fiber 4 Strds P2P
	 	10-Oct-07
	 	10-Oct-22
	Las Vegas

	 	American Tower — SSI
	 	MRR Dark Fiber Optic Lease
	 	01-May-01
	 	01-May-11
	Las Vegas

	 	American Tower — SSI
	 	MRR Dark Fiber Optic Lease
	 	01-May-01
	 	01-May-11
	Las Vegas

	 	American Tower — SSI
	 	MRR Dark Fiber Optic Lease
	 	01-May-01
	 	01-May-11
	Las Vegas

	 	American Tower — SSI
	 	MRR Dark Fiber Optic Lease
	 	01-May-01
	 	01-May-11
	Las Vegas

	 	American Tower — SSI
	 	MRR Dark Fiber Optic Lease
	 	01-May-01
	 	01-May-11
	Las Vegas

	 	Anexeon LLC
	 	Lit MRR -100 Mbps EVPL
	 	14-Mar-08
	 	14-Mar-11
	Las Vegas

	 	Anexeon LLC
	 	Lit MRR 1 Gig EVPL
	 	01-May-09
	 	01-May-12
	Las Vegas

	 	Anexeon LLC
	 	Lit MRR 100Mbps EIA Service
	 	01-Dec-09
	 	01-Dec-12
	Las Vegas

	 	AT&T (SBC Long Distance LLC)
	 	MRR Dark Fiber Ring Lease
	 	20-Jun-06
	 	20-Jun-11
	Las Vegas

	 	Boyd Gaming Corporation
	 	Lit MRR EPL n Mbps <= 100 Mbps
	 	01-Apr-08
	 	01-Apr-11











 









 











Schedule 5.18(a)(i)(A): Schedule of Material Contracts




	 	 	 	 	 	 	 	 	 
	Market	 	CustomerName	 	ItemCodeDesc	 	StartBillingDate	 	StopBillingDate
	Las Vegas

	 	Boyd Gaming Corporation
	 	Lit MRR EPL n Mbps <= 100 Mbps
	 	01-Apr-08
	 	01-Apr-11
	Las Vegas

	 	Boyd Gaming Corporation
	 	Lit MRR EPL n Mbps <= 100 Mbps
	 	01-Apr-08
	 	01-Apr-11
	Las Vegas

	 	Boyd Gaming Corporation
	 	MRR Dark Fiber PTP Lease
	 	01-Apr-08
	 	01-Apr-13
	Las Vegas

	 	Cashman Photo
	 	MRR Dark Fiber Lease — 12 Ct
	 	19-Jul-07
	 	19-Jul-10
	Las Vegas

	 	CHSI of Nevada
	 	Lit MRR 20 Mbps EVPL — LH
	 	01-Feb-10
	 	01-Feb-16
	Las Vegas

	 	CHSI of Nevada
	 	Lit MRR Internet EIA — 20 mbps
	 	01-Apr-09
	 	01-Apr-14
	Las Vegas

	 	Clark County Information Tech
	 	MRR Dark Fiber Ring Lease
	 	01-Jul-07
	 	01-Jul-12
	Las Vegas

	 	Clearwire US LLC
	 	Lit MRR Transport — OC12
	 	01-Apr-08
	 	01-Apr-11
	Las Vegas

	 	Clearwire US LLC
	 	MRR Dark Fiber Lease
	 	01-Jul-08
	 	01-Jul-18
	Las Vegas

	 	Cogent Communications Inc
	 	Dark Fiber O&M Lease
	 	01-Aug-08
	 	01-Aug-28
	Las Vegas

	 	Cogent Communications Inc
	 	Dark Fiber On-Net
	 	01-Aug-08
	 	01-Aug-28
	Las Vegas

	 	Cogent Communications Inc
	 	MRR Dark Fiber 2 Strand
	 	01-Mar-08
	 	01-Mar-28
	Las Vegas

	 	Cogent Communications Inc
	 	MRR Dark Fiber Lease
	 	01-Aug-08
	 	01-Aug-28
	Las Vegas

	 	Desert Perinatal Associates
	 	Lit MRR EIA 10 mbps
	 	01-Jun-09
	 	01-Jun-12
	Las Vegas

	 	Diamond Resorts Centralized
	 	Lit MRR 50Mbps EIA
	 	01-Jan-09
	 	01-Jan-12
	Las Vegas

	 	Diamond Resorts Centralized
	 	Lit MRR 50Mbps EIA CIR
	 	01-Sep-09
	 	01-Sep-14
	Las Vegas

	 	Diamond Resorts Centralized
	 	Lit MRR 50Mbps EVLAN
	 	01-Sep-09
	 	01-Sep-12
	Las Vegas

	 	Diamond Resorts Centralized
	 	Lit MRR Gig EVPL
	 	01-Feb-09
	 	01-Feb-12
	Las Vegas

	 	Echelon Resorts LLC
	 	Switch NAP2 to Node 1: Echelon
	 	13-Aug-07
	 	13-Aug-12
	Las Vegas

	 	Excella Communications
	 	Lit MRR GigE
	 	08-Aug-07
	 	08-Aug-12
	Las Vegas

	 	GES Exposition Services, Inc
	 	Lit MRR Gig EVPL
	 	01-Jun-09
	 	01-Jun-12
	Las Vegas

	 	Global Crossing
	 	Lit MRR Transport — OC3
	 	01-Aug-08
	 	01-Aug-11
	Las Vegas

	 	Global Crossing
	 	Lit MRR Transport LH — DS3
	 	01-Nov-09
	 	01-Nov-12
	Las Vegas

	 	Global Crossing
	 	Lit MRR Transport LH — DS3
	 	01-Nov-09
	 	01-Nov-12
	Las Vegas

	 	Harrah’s Operating Company Inc
	 	Lit MRR GigE 1000 Base LXSM
	 	01-Dec-09
	 	01-Dec-14
	Las Vegas

	 	Harrah’s Operating Company Inc
	 	Lit MRR GigE 1000 Base LXSM
	 	01-Dec-09
	 	01-Dec-14
	Las Vegas

	 	Harrah’s Operating Company Inc
	 	Lit MRR GigE 1000 Base LXSM
	 	01-Dec-09
	 	01-Dec-14
	Las Vegas

	 	Harrah’s Operating Company Inc
	 	Lit MRR GigE 1000 Base LXSM
	 	01-Dec-09
	 	01-Dec-14
	Las Vegas

	 	Harrah’s Operating Company Inc
	 	Lit MRR GigE 1000 Base LXSM
	 	01-Dec-09
	 	01-Dec-14
	Las Vegas

	 	Harrah’s Operating Company Inc
	 	Lit MRR GigE 1000 Base LXSM
	 	01-Dec-09
	 	01-Dec-14
	Las Vegas

	 	Harrah’s Operating Company Inc
	 	Lit MRR GigE 1000 Base LXSM
	 	01-Dec-09
	 	01-Dec-14
	Las Vegas

	 	Harrah’s Operating Company Inc
	 	Lit MRR GigE 1000 Base LXSM
	 	01-Dec-09
	 	01-Dec-14
	Las Vegas

	 	Harrah’s Operating Company Inc
	 	Lit MRR GigE 1000 Base LXSM
	 	01-Dec-09
	 	01-Dec-14
	Las Vegas

	 	Harrah’s Operating Company Inc
	 	Lit MRR GigE 1000 Base LXSM
	 	01-Dec-09
	 	01-Dec-14
	Las Vegas

	 	Harrah’s Operating Company Inc
	 	MRR 1 Gbps new node/port add
	 	01-Apr-10
	 	01-Dec-14
	Las Vegas

	 	Influent Solutions
	 	Lit MRR 10Mbps EIA Burstable
	 	01-Jul-09
	 	01-Jul-12
	Las Vegas

	 	Keyon Communications
	 	Four Locations: Arizona Charli
	 	01-Oct-02
	 	01-Oct-10
	Las Vegas

	 	Level 3 Communications, LLC
	 	Litt MRR 2.5 Gig Metro
	 	01-Mar-09
	 	01-Mar-12
	Las Vegas

	 	Level 3 Communications, LLC
	 	MRR Dark Fiber Lease — 4 Strds
	 	17-Oct-07
	 	17-Oct-12
	Las Vegas

	 	Level 3 Communications, LLC
	 	MRR Dark Fiber Lease — P2P
	 	24-Sep-07
	 	24-Sep-12
	Las Vegas

	 	Level 3 Communications, LLC
	 	MRR Dark Fiber Lease — Ring
	 	01-Mar-09
	 	01-Mar-14
	Las Vegas

	 	Level 3 Communications, LLC
	 	MRR Dark Fiber Lease 6ct — P2P
	 	01-Jun-07
	 	01-Jun-12
	Las Vegas

	 	MCImetro Access Trans Svcs LLC
	 	Annual Lease Fee
	 	01-Mar-09
	 	01-Mar-14
	Las Vegas

	 	MCImetro Access Trans Svcs LLC
	 	Annual Lease Fee
	 	01-Aug-09
	 	01-Aug-14
	Las Vegas

	 	MCImetro Access Trans Svcs LLC
	 	Annual Maintenance Fee
	 	01-Mar-09
	 	01-Mar-14
	Las Vegas

	 	MGM Mirage Information Systems
	 	MRR Dark Fiber Lease
	 	01-Dec-05
	 	01-Dec-10
	Las Vegas

	 	MGM Mirage Information Systems
	 	MRR Dark Fiber Lease
	 	01-Dec-05
	 	01-Dec-10
	Las Vegas

	 	MGM Mirage Information Systems
	 	MRR Dark Fiber Lease
	 	01-Dec-05
	 	01-Dec-10
	Las Vegas

	 	MGM Mirage Information Systems
	 	MRR Dark Fiber Lease
	 	01-Nov-06
	 	01-Nov-11
	Las Vegas

	 	MGM Mirage Information Systems
	 	MRR Dark Fiber Lease
	 	01-Nov-06
	 	01-Nov-11
	Las Vegas

	 	MGM Mirage Information Systems
	 	MRR Dark Fiber Lease
	 	01-Dec-06
	 	01-Dec-11











 









 











Schedule 5.18(a)(i)(A): Schedule of Material Contracts




	 	 	 	 	 	 	 	 	 
	Market	 	CustomerName	 	ItemCodeDesc	 	StartBillingDate	 	StopBillingDate
	Las Vegas

	 	MGM Mirage Information Systems
	 	MRR Dark Fiber Lease
	 	01-Feb-07
	 	01-Feb-12
	Las Vegas

	 	MPower Communications
	 	Lit MRR Transport LH - DS3
	 	01-Jul-07
	 	01-Jul-10
	Las Vegas

	 	Nevada Telephone
	 	Switch NAP2 to Node 1: Sprint
	 	01-Feb-07
	 	01-Feb-12
	Las Vegas

	 	NSTec Telephone Sevices
	 	Lit MRR EPL Gig
	 	01-Mar-09
	 	01-Mar-14
	Las Vegas

	 	NSTec Telephone Sevices
	 	MRR 4 Strand, PTP Dark Fiber
	 	01-Jun-08
	 	01-Jun-13
	Las Vegas

	 	NV Power/SPC/NV Energy
	 	Lit MRR DS-3
	 	01-May-08
	 	01-May-11
	Las Vegas

	 	Peoples Utility Corporation
	 	Lit MRR 20Mbps EIA
	 	01-Aug-09
	 	01-Aug-12
	Las Vegas

	 	Petroglyph Games
	 	Lit MRR - Standard EIA 9 Mbps
	 	01-Mar-08
	 	01-Mar-11
	Las Vegas

	 	Pinnacle Entertainment
	 	Lit MRR DS -1 PRI
	 	01-Oct-08
	 	01-Oct-11
	Las Vegas

	 	Pinnacle Entertainment
	 	Lit MRR DS-1 PRI
	 	01-Mar-10
	 	01-Mar-13
	Las Vegas

	 	Pinnacle Entertainment
	 	Lit MRR DS-1 PRI
	 	01-Mar-10
	 	01-Mar-13
	Las Vegas

	 	Pinnacle Entertainment
	 	Lit MRR GigE
	 	01-Dec-08
	 	01-Dec-13
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	DS3 #10 Servc Provider Circuit
	 	01-Apr-10
	 	01-Apr-15
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	DS3 #11 Servc Provider Circuit
	 	01-Apr-10
	 	01-Apr-15
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	DS3 #12 Servc Provider Circuit
	 	28-Nov-07
	 	28-Nov-12
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	DS3 #13 Servc Provider Circuit
	 	05-Dec-07
	 	05-Dec-12
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	DS3 #14 Servc Provider Circuit
	 	14-Jan-08
	 	14-Jan-13
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	DS3 #15 Servc Provider Circuit
	 	31-Dec-07
	 	31-Dec-12
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	DS3 #16 Servc Provider Circuit
	 	21-Jan-07
	 	18-Dec-12
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	DS3 #17 Servc Provider Circuit
	 	29-Jan-08
	 	29-Jan-13
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	DS3 #18 Servc Provider Circuit
	 	26-Feb-08
	 	26-Feb-13
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	DS3 #19 Servc Provider Circuit
	 	26-Feb-08
	 	26-Feb-13
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	DS3 #2 Servce Provider Circuit
	 	19-Sep-07
	 	19-Sep-12
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	DS3 #2 Servce Provider Circuit
	 	03-Oct-07
	 	03-Oct-12
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	DS3 #2 Servce Provider Circuit
	 	04-Oct-07
	 	04-Oct-12
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	DS3 #20 Servc Provider Circuit
	 	02-Apr-08
	 	02-Apr-13
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	DS3 #21 Servc Provider Circuit
	 	31-Mar-08
	 	31-Mar-13
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	DS3 #22 Servc Provider Circuit
	 	31-Mar-08
	 	31-Mar-13
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	DS3 #23 Servc Provider Circuit
	 	20-May-08
	 	20-May-13
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	DS3 #24 Servc Provider Circuit
	 	20-May-08
	 	20-May-13
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	DS3 #25 Servc Provider Circuit
	 	20-May-08
	 	20-May-13
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	DS3 #27 Servc Provider Circuit
	 	31-Jul-08
	 	31-Jul-13
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	DS3 #28 Servc Provider Circuit
	 	11-Aug-08
	 	11-Aug-13
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	DS3 #29 Servc Provider Circuit
	 	26-Jun-08
	 	26-Jun-13
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	DS3 #3 Servce Provider Circuit
	 	19-Sep-07
	 	19-Sep-12
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	DS3 #3 Servce Provider Circuit
	 	04-Oct-07
	 	04-Oct-12
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	DS3 #30 Servc Provider Circuit
	 	21-Aug-08
	 	21-Aug-13
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	DS3 #31 Servc Provider Circuit
	 	22-Aug-08
	 	22-Aug-13
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	DS3 #32 Servc Provider Circuit
	 	10-Oct-08
	 	10-Oct-13
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	DS3 #33 Servc Provider Circuit
	 	08-Nov-07
	 	08-Nov-12
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	DS3 #34 Servc Provider Circuit
	 	15-May-08
	 	15-May-13
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	DS3 #35 Servc Provider Circuit
	 	01-Aug-09
	 	01-Aug-14
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	DS3 #36 Servc Provider Circuit
	 	01-Apr-10
	 	01-Apr-15
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	DS3 #37 Servc Provider Circuit
	 	01-Apr-10
	 	01-Apr-15
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	DS3 #38 Servc Provider Circuit
	 	01-Apr-10
	 	01-Apr-15
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	DS3 #39 Servc Provider Circuit
	 	01-Apr-10
	 	01-Apr-15
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	DS3 #4 - Service Provider Circ
	 	01-May-10
	 	01-May-13
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	DS3 #4 Servce Provider Circuit
	 	19-Sep-07
	 	19-Sep-12
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	DS3 #4 Servce Provider Circuit
	 	24-Oct-07
	 	24-Oct-12
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	DS3 #40 Servc Provider Circuit
	 	01-Apr-10
	 	01-Apr-15
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	DS3 #5 Servce Provider Circuit
	 	25-Oct-07
	 	25-Oct-12






 









 





Schedule 5.18(a)(i)(A): Schedule of Material Contracts




	 	 	 	 	 	 	 	 	 
	Market	 	CustomerName	 	ItemCodeDesc	 	StartBillingDate	 	StopBillingDate
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	DS3 #6 Servce Provider Circuit
	 	26-Oct-07
	 	26-Oct-12
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	DS3 #6 Servce Provider Circuit
	 	14-Oct-08
	 	14-Oct-13
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	DS3 #7 Servce Provider Circuit
	 	10-Oct-07
	 	10-Oct-12
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	DS3 #7 Servce Provider Circuit
	 	29-Dec-08
	 	29-Dec-13
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	DS3 #8 Servce Provider Circuit
	 	01-Jul-09
	 	01-Jul-14
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	DS3 #8 Servce Provider Circuit
	 	01-Apr-10
	 	01-Apr-15
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	DSS #3 Servce Provider Circuit
	 	23-Oct-07
	 	23-Oct-12
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	Lit MRR DS-3
	 	01-Nov-09
	 	01-Nov-12
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	Lit MRR DS-3 — Nellis AFB
	 	01-Oct-09
	 	01-Oct-12
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	Lit MRR DS-3 — 3920 Sunset
	 	01-Apr-09
	 	01-Apr-14
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	Lit MRR DS-3 / T3 Transport
	 	01-Apr-09
	 	01-Apr-14
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	Lit MRR DS-3 / T3 Transport
	 	01-May-09
	 	01-May-14
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	Lit MRR DS-3 / T3 Transport
	 	01-Jun-09
	 	01-Jun-14
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	Lit MRR DS-3 / T3 Transport
	 	01-Jun-09
	 	01-Jun-14
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	Lit MRR DS3 Sprint Main
	 	20-Sep-07
	 	20-Sep-12
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	Lit MRR DS3 Sprint West 6
	 	19-Sep-07
	 	19-Sep-12
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	Lit MRR POP OC 192
	 	07-Mar-07
	 	07-Mar-12
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	Lit MRR Transport — OC12
	 	01-May-08
	 	01-May-11
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	Lit MRR Transport — OC12
	 	01-Mar-09
	 	01-Mar-12
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	Lit MRR Transport — OC12
	 	01-Jan-10
	 	01-Jan-13
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	Lit MRR Transport — OC12
	 	01-Feb-10
	 	01-Feb-13
	Las Vegas

	 	Qwest OnFiber Invoice Process
	 	MRR DS3 Sprint West West
	 	18-Sep-07
	 	18-Sep-12
	Las Vegas

	 	R&D Technologies
	 	Lit MRR 1 Gig EVPL
	 	01-Apr-10
	 	01-Apr-14
	Las Vegas

	 	SBC Long Distance, LLC
	 	MRR Dark Fiber Lease 2 Fiber
	 	11-Jul-07
	 	11-Jul-12
	Las Vegas

	 	SBC Long Distance, LLC
	 	MRR Dark Fiber Lease 2 Strands
	 	01-Jan-06
	 	01-Jan-11
	Las Vegas

	 	Southern NV Water Authority
	 	Dark Fiber Annual O&M Lease
	 	26-Mar-07
	 	26-Mar-27
	Las Vegas

	 	Steelman Partners
	 	Lit MRR 20Mbps EIA
	 	01-Nov-09
	 	01-Nov-13
	Las Vegas

	 	Stratosphere Gaming Corp(ACEP)
	 	Lit MRR GigE Ring
	 	01-Dec-08
	 	01-Dec-11
	Las Vegas

	 	Switch Business Solutions LLC
	 	Dark Fiber O&M Lease
	 	01-Mar-09
	 	01-Mar-29
	Las Vegas

	 	Switch Communications
	 	Lit MRR 100 Mb EVPL
	 	01-Jun-08
	 	01-Jun-11
	Las Vegas

	 	Switch Communications
	 	Lit MRR 1x FastE 100 Mbps EPL
	 	01-Jul-05
	 	01-Jul-10
	Las Vegas

	 	Switch Communications
	 	Lit MRR 1x FastE 100 Mbps EPL
	 	01-Jul-05
	 	01-Jul-10
	Las Vegas

	 	Switch Communications
	 	MRR Dark Fiber Lease
	 	01-Jan-09
	 	01-Jan-12
	Las Vegas

	 	Switch Communications
	 	MRR Dark Fiber Lease
	 	01-Jan-09
	 	01-Jan-12
	Las Vegas

	 	TelePacific Corp.
	 	Lit MRR Transport — OC3
	 	01-Sep-08
	 	01-Sep-11
	Las Vegas

	 	TelePacific Corp.
	 	MRR Dark Fiber Lease
	 	01-Feb-08
	 	01-Feb-13
	Las Vegas

	 	Telesphere Networks
	 	Lit MRR 10 Mbps EVPL
	 	01-Apr-10
	 	01-Apr-13
	Las Vegas

	 	Telesphere Networks
	 	Lit MRR 100Mbps EVPL
	 	01-May-09
	 	01-May-12
	Las Vegas

	 	Telesphere Networks
	 	Lit MRR 10Mbps EVPL
	 	01-Oct-09
	 	01-Oct-12
	Las Vegas

	 	The Patron Spirits Company
	 	100 Meg Optical Ethernet PTP
	 	01-Mar-08
	 	01-Mar-11
	Las Vegas

	 	The Patron Spirits Company
	 	Lit MRR 100 mbps EVPL
	 	01-Jan-10
	 	01-Jan-13
	Las Vegas

	 	Verizon Wireless
	 	Lit MRR OC192 Ring with
	 	01-Mar-09
	 	01-Mar-14
	Las Vegas

	 	Wynn Las Vegas
	 	6 CT Dark Fiber — 10 mile P2P
	 	20-Dec-07
	 	20-Dec-12
	Las Vegas

	 	Wynn Las Vegas
	 	MRR Dark Fiber Lease
	 	01-Feb-08
	 	01-Feb-12
	Las Vegas

	 	Wynn Las Vegas
	 	MRR Dark Fiber Lease
	 	01-Feb-08
	 	01-Feb-12
	Las Vegas

	 	XO Communications
	 	MRR Dark Fiber Lease
	 	22-Aug-05
	 	22-Aug-10
	Las Vegas

	 	XO Communications
	 	MRR Dark Fiber Lease
	 	07-Jul-06
	 	07-Jul-11
	Las Vegas

	 	XO Communications
	 	MRR Dark Fiber Lease
	 	01-May-09
	 	01-May-14
	Las Vegas

	 	XO Communications
	 	MRR Dark Fiber Lease 2 Strands
	 	18-Oct-06
	 	18-Oct-11
	Minneapolis

	 	Ascent Media Network Serv-GCG
	 	MRR Dark Fiber Ring Lease
	 	01-Mar-08
	 	01-Mar-13
	Minneapolis

	 	Boston Scientific Corp
	 	Lit MRR 10 Gig Wave Service
	 	01-Jan-09
	 	01-Jan-14











 









 











Schedule 5.18(a)(i)(A): Schedule of Material Contracts




	 	 	 	 	 	 	 	 	 
	Market	 	CustomerName	 	ItemCodeDesc	 	StartBillingDate	 	StopBillingDate
	Minneapolis

	 	Charier Communications (Seren)
	 	Annual Maintenance Fee
	 	12-Nov-01
	 	12-Nov-21
	Minneapolis

	 	City of Saint Paul Police Dept
	 	Annual Maintenance Fee
	 	01 -May-08
	 	01-May-28
	Minneapolis

	 	Cogent Communications Inc
	 	Dark Fiber Maintenance Lease
	 	01-Dec-08
	 	01-Dec-28
	Minneapolis

	 	Cogent Communications Inc
	 	Dark Fiber On-Net Building Fee
	 	01-Dec-08
	 	01-Dec-28
	Minneapolis

	 	Cogent Communications Inc
	 	MRR Dark Fiber Ring Lease
	 	01-Dec-08
	 	01-Dec-28
	Minneapolis

	 	Eschelon Telecom, Inc.
	 	Dark Fiber O&M Lease
	 	03-Mar-06
	 	03-Mar-16
	Minneapolis

	 	Eschelon Telecom, Inc,
	 	MRR - 2 Dark Fibers in a ring
	 	03-Mar-06
	 	03-Mar-16
	Minneapolis

	 	Eschelon Telecom, Inc.
	 	MRR - 4 Dark Fibers in a ring
	 	03-Mar-06
	 	03-Mar-16
	Minneapolis

	 	Global Crossing
	 	Lit MRR Unprotected GigE EVPL
	 	01-Jan-10
	 	01-Jan-13
	Minneapolis

	 	Harris Corporation
	 	MRR 2.5 GB Unprotected Wave
	 	01-May-09
	 	01-May-12
	Minneapolis

	 	Savvis Communications
	 	Annual Maintenance Fee
	 	27-Nov-00
	 	27-Nov-20
	Minneapolis

	 	TTM Operations Corporation Inc
	 	MRR 4 Strand Dark Fiber Ring
	 	01-Aug-08
	 	01-Aug-18
	Minneapolis

	 	TTM Operations Corporation Inc
	 	MRR Node Addition
	 	01-Dec-08
	 	01-Aug-18
	Minneapolis

	 	Vector Internet Services Inc
	 	MRR Dark Fiber Lease
	 	11-Dec-07
	 	11-Dec-10
	Nashville

	 	Iris Networks
	 	Dark Fiber Maintenance Charge
	 	26-Sep-03
	 	26-Sep-13
	Nashville

	 	Iris Networks
	 	Dark Fiber Monthly Lease
	 	26-Sep-03
	 	26-Sep-13
	Nashville

	 	Iris Networks
	 	On-Net Monthly Node
	 	26-Sep-03
	 	26-Sep-13
	Nashville

	 	Level 3 Communications, LLC
	 	Dark Fiber Lease
	 	03-Aug-06
	 	03-Aug-11
	Nashville

	 	Level 3 Communications, LLC
	 	Dark Fiber Maintenance
	 	03-Aug-06
	 	03-Aug-11
	Nashville

	 	MCI Worldcom: Attn:Ceila Polle
	 	Annual Maintenance Fee
	 	08-Nov-03
	 	08-Nov-23
	Nashville

	 	MCImetro Access Transmission
	 	Annual Lease Fee
	 	06-Oct-06
	 	06-Oct-26
	Nashville

	 	MeHarry Medical College
	 	Annual Maintenance Fee
	 	03-Nov-03
	 	03-Nov-13
	Nashville

	 	Savvis Communications
	 	Annual Maintenance Fee
	 	27-Nov-00
	 	27-Nov-20
	Nashville

	 	SunGard Availability Services
	 	100 Mb EVPL
	 	01-Sep-09
	 	01-Sep-12
	Nashville

	 	Vanderbilt Univ. Medical Cente
	 	Annual Maintenance Fee
	 	29-Oct-03
	 	29-Oct-10
	Nashville

	 	Vanderbilt Univ. Medical Ctr
	 	MRR Dark Fiber Lease
	 	01-Jan-09
	 	01-Jan-14
	Reno

	 	Avant Wireless. LLC
	 	Lit MRR EIA 20 Mbps w/Class
	 	01-Aug-09
	 	01-Aug-14
	Reno

	 	CHSI of Nevada
	 	Lit MRR 10mbps EIA
	 	01-Feb-10
	 	01-Feb-15
	Reno

	 	City of Reno
	 	Lit MRR Internet EIA 30 Meg
	 	01-Jun-07
	 	01-Jun-10
	Reno

	 	Great Basin Internet Svcs, Inc
	 	Lit MRR GigE
	 	01-Jan-07
	 	01-Jan-12
	Reno

	 	IGT
	 	62 IP Addresses-Additional
	 	01-Jun-09
	 	01-Jun-12
	Reno

	 	IGT
	 	Lit MRR 5 meg EIA
	 	01-Jun-09
	 	01-Jun-12
	Reno

	 	IGT
	 	Lit MRR 50 Mbps EIA
	 	01-Aug-09
	 	01-Aug-12
	Reno

	 	IGT
	 	Lit MRR Ethernet 300 Mbps
	 	01-Jun-09
	 	01-Jun-12
	Reno

	 	IGT
	 	MRR Dark Fiber Ring Sandhill
	 	01-Jun-09
	 	01-Jun-12
	Reno

	 	NV Department of IT
	 	Lit MRR Transport LH - OC3
	 	01-Aug-08
	 	01-Jul-11
	Reno

	 	NV Department of IT
	 	Lit MRR Transport LH - OC3
	 	01-Aug-08
	 	01-Jul-11
	Reno

	 	NV Dept of Transportation
	 	Annual O&M Fee
	 	01-Aug-09
	 	01-Aug-29
	Reno

	 	NV Dept of Transportation
	 	Lit MRR Transport LH - DS3
	 	01-Sep-08
	 	01-Sep-13
	Reno

	 	NV Dept of Transportation
	 	MRR -Co-Location
	 	01-Nov-08
	 	01-Nov-18
	Reno

	 	Qwest Government Services
	 	MRR Drk Fiber Duct Leasing Fee
	 	08-Feb-00
	 	08-Feb-20
	Reno

	 	Renown Health
	 	Lit MRR -100 Mb EIA
	 	01-Jul-08
	 	01-Jul-13
	Reno

	 	RTC
	 	Annual Maintenance Fee
	 	01-Oct-08
	 	01-Oct-28
	Reno

	 	Top Speed Internet Services
	 	Lit MRR 50Mbps EIA Burstable
	 	01-Jan-09
	 	01-Jan-14
	Reno

	 	Twelve Horses
	 	Lit MRR 20 Mbps EIA
	 	01-Mar-10
	 	01-Mar-13
	Reno

	 	Twelve Horses
	 	Lit MRR 50 meg EVPL
	 	01-Dec-08
	 	01-Dec-11
	Reno

	 	Twelve Horses
	 	MRR for 6 full cabinets in the
	 	01-Dec-08
	 	01-Dec-11
	Reno

	 	Washoe County Comptroller
	 	Lit MRR 50 Mbs Internet Serv
	 	01-Sep-08
	 	01-Sep-11
	Reno

	 	Washoe County District Court
	 	Lit MRR 10Mbps EIA Standard
	 	01-Dec-09
	 	01-Dec-12
	Reno

	 	Washoe County School District
	 	Dark Fiber Annual O&M Lease
	 	05-Dec-05
	 	05-Dec-25
	Salt Lake City

	 	360 Networks
	 	Lit MRR 2.5 Gig Wavelength
	 	01-Nov-09
	 	01-Nov-12







 











 





Schedule 5.18(a)(i)(A): Schedule of Material Contracts




	 	 	 	 	 	 	 	 	 
	Market 	 	CustomerName	 	ItemCodeDesc	 	StartBillingDate	 	StopBillingDate
	Salt Lake City

	 	Centrepath/Global Capacity
	 	Annual Maintenance Fee
	 	01-Apr-04
	 	01-Apr-24
	Salt Lake City

	 	Church of the LDS
	 	Annual Maintenance Fee
	 	03-Jan-03
	 	03-Jan-13
	Salt Lake City

	 	Church of the LDS
	 	MRR Dark Fiber Lease
	 	01-Apr-08
	 	01-Apr-12
	Salt Lake City

	 	Cogent Communications Inc
	 	MRR Dark Fiber Lease — 2 Strds
	 	10-Oct-07
	 	10-Oct-27
	Salt Lake City

	 	Cogent Communications Inc
	 	MRR Dark Fiber Lease — 4 Strds
	 	24-Sep-07
	 	24-Sep-27
	Salt Lake City

	 	Cogent Communications Inc
	 	MRR Dark Fiber Lease 2 Strands
	 	01-Feb-08
	 	10-Oct-27
	Salt Lake City

	 	Cogent Communications Inc
	 	MRR Dark Fiber Lease 2 Strands
	 	01-Feb-08
	 	10-Oct-27
	Salt Lake City

	 	Deseret Mutual Benefit Admin
	 	Lit MRR 100m Optical Ethernet
	 	13-Dec-07
	 	13-Dec-10
	Salt Lake City

	 	eBay Inc. / Paypal
	 	Lit MRR Protected 10Gig Wave
	 	01-Nov-09
	 	01-Nov-14
	Salt Lake City

	 	eBay Inc. / Paypal
	 	Lit MRR Unprotected 10Gig Wave
	 	01-Nov-09
	 	01-Nov-12
	Salt Lake City

	 	eBay Inc. / Paypal
	 	Lit MRR Unprotected 10Gig Wave
	 	01-Nov-09
	 	01-Nov-12
	Salt Lake City

	 	Global Crossing
	 	MRR Protected OC12 Boise-SLC
	 	01-Dec-08
	 	01-Dec-11
	Salt Lake City

	 	Harris Corporation
	 	MRR 2.5 GB Unprotected Wave
	 	01-Apr-09
	 	01-Apr-12
	Salt Lake City

	 	Integra Telecom, Inc
	 	Annual Maintenance Fee
	 	14-Dec-04
	 	14-Dec-14
	Salt Lake City

	 	Level 3 Communications, LLC
	 	Annual Maintenance Fee
	 	09-Oct-04
	 	09-Oct-24
	Salt Lake City

	 	Level 3 Communications, LLC
	 	Dark Fiber O&M Lease-CBD Ring
	 	03-Aug-06
	 	03-Aug-11
	Salt Lake City

	 	Level 3 Communications, LLC
	 	MRR Dark Fiber Lease-CBD Ring
	 	03-Aug-06
	 	03-Aug-11
	Salt Lake City

	 	Level 3 Communications, LLC
	 	On-Net Annual Fee
	 	09-Oct-04
	 	09-Oct-24
	Salt Lake City

	 	Mozy, Inc
	 	MRR Dark Fiber Lease
	 	01-May-08
	 	01-Jun-14
	Salt Lake City

	 	Mozy, Inc
	 	MRR Dark Fiber Lease
	 	01-Mar-09
	 	01-Jun-14
	Salt Lake City

	 	National Lambda Rail LLC
	 	Dark Fiber O&M Lease
	 	18-Mar-06
	 	18-Mar-26
	Salt Lake City

	 	National Lambda Rail LLC
	 	Dark Fiber On-Net Conn Fee
	 	18-Mar-06
	 	18-Mar-26
	Salt Lake City

	 	Savvis Communications
	 	Annual Maintenance Fee
	 	27-Nov-00
	 	27-Nov-20
	Salt Lake City

	 	SingleEdge, Inc.
	 	EIA 50 Mbps Dual Homed- 200mbp
	 	01-Dec-08
	 	01-Dec-11
	Salt Lake City

	 	South Central Communications
	 	Lit MRR EIA 500meg CIR
	 	01-Sep-08
	 	01-Sep-11
	Salt Lake City

	 	South Central Communications
	 	MRR 2 Strand PTP Dark Fiber
	 	01-Sep-08
	 	01-Sep-13
	Salt Lake City

	 	Verizon Business — MCI Metro
	 	Annual Maintenance Fee
	 	14-May-07
	 	14-May-27
	Salt Lake City

	 	Verizon Business — MCI Metro
	 	Dark Fiber O&M Lease
	 	01-Apr-10
	 	01-Apr-30
	Salt Lake City

	 	Verizon GNI
	 	Annual Maintenance Fee
	 	20-Feb-04
	 	20-Feb-24
	Salt Lake City

	 	Verizon GNI
	 	On-Net Annual Fee
	 	20-Feb-04
	 	20-Feb-24
	Salt Lake City

	 	Western Governor’s University
	 	Lit MRR GigE EPL
	 	28-Nov-07
	 	28-Aug-11
	Salt Lake City

	 	Xmissions, LLC
	 	Dark Fiber Backbone Lease
	 	27-Oct-06
	 	27-Oct-11
	Salt Lake City

	 	Xmissions, LLC
	 	Dark Fiber O&M Lease
	 	27-Oct-06
	 	27-Oct-11
	Salt Lake City

	 	Xmissions, LLC
	 	MRR Dark Fiber Lease
	 	01-Oct-08
	 	01-Oct-13
	Salt Lake City

	 	Xmissions, LLC
	 	MRR Dark Fiber Lease
	 	01-Dec-08
	 	01-Dec-13
	 
	 	 	 	 	 	 	 	 
	DARK FIBER 

IRUs:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 

	Atlanta

	 	Georgia Public Web
	 	 Dark Fiber IRU
	 	29-Sep-04
	 	29-Sep-19
	Atlanta

	 	Georgia Public Web
	 	Dark Fiber IRU
	 	29-Sep-04
	 	29-Sep-19
	Atlanta

	 	Georgia Public Web
	 	Dark Fiber IRU
	 	26-Sep-04
	 	29-Sep-19
	Boise

	 	Boise School District
	 	Dark Fiber IRU
	 	01-Jul-02
	 	01-Jul-12
	Boise

	 	SuperValu Inc.
	 	Dark Fiber IRU
	 	01-May-02
	 	01-May-12
	Cleveland

	 	CTC Communications Corp.
	 	Dark Fiber IRU
	 	01-Jul-04
	 	01-Jul-22
	Cleveland

	 	Level 3 Communications, LLC
	 	Dark Fiber IRU
	 	28-Aug-03
	 	28-Aug-23
	Cleveland

	 	Level 3 Communications, LLC
	 	Dark Fiber IRU
	 	24-Mar-03
	 	24-Mar-23
	Cleveland

	 	Level 3 Communications, LLC
	 	Dark Fiber IRU
	 	17-Jul-02
	 	17-Jul-22
	Cleveland

	 	Level 3 Communications, LLC
	 	Dark Fiber IRU
	 	28-May-02
	 	28-May-22
	Cleveland

	 	Level 3 Communications, LLC
	 	Dark Fiber IRU
	 	28-Aug-03
	 	28-Aug-23
	Cleveland

	 	National City Corporation
	 	Dark Fiber IRU
	 	16-May-03
	 	16-May-13
	Cleveland

	 	National City Corporation
	 	Dark Fiber IRU
	 	16-May-03
	 	16-May-13






 









 






Schedule 5.18(a)(i)(A): Schedule of Material Contracts




	 	 	 	 	 	 	 	 	 
	Market	 	CustomerName	 	ItemCodeDesc	 	StartBillingDate	 	StopBillingDate
	Cleveland

	 	OarNet Business Office
	 	Dark Fiber IRU
	 	14-Feb-03
	 	14-Feb-23
	Cleveland

	 	OARnet Business Office
	 	Dark Fiber IRU
	 	31-Oct-06
	 	31-Oct-26
	Cleveland

	 	Savvis Communications
	 	Dark Fiber IRU
	 	27-Nov-00
	 	27-Nov-20
	Cleveland

	 	Verizon Wireless
	 	Dark Fiber IRU
	 	03-Mar-04
	 	03-Mar-24
	Cleveland

	 	Verizon Wireless
	 	Dark Fiber IRU
	 	03-Mar-04
	 	03-Mar-24
	Hartford

	 	The Hartford/Telwares 25
	 	Dark Fiber IRU
	 	31-Oct-01
	 	31-Oct-21
	Kansas City

	 	Cox Communications Kansas, LLC
	 	Dark Fiber IRU
	 	13-Nov-02
	 	13-Nov-22
	Kansas City

	 	Cox Communications Kansas, LLC
	 	Dark Fiber IRU
	 	13-Nov-02
	 	13-Nov-22
	Kansas City

	 	Cox Communications Kansas, LLC
	 	Dark Fiber IRU
	 	31-Mar-06
	 	31-Jan-24
	Kansas City

	 	Level 3 Communications, LLC
	 	Dark Fiber IRU
	 	08-Nov-04
	 	08-Nov-24
	Kansas City

	 	Level 3 Communications, LLC
	 	Dark Fiber IRU
	 	08-Nov-04
	 	08-Nov-24
	Kansas City

	 	Level 3-Alltel-Gateway-Genuity
	 	Dark Fiber IRU
	 	24-Mar-03
	 	24-Mar-23
	Kansas City

	 	Level 3-Alltel-Gateway-Genuity
	 	Dark Fiber IRU
	 	26-Jul-05
	 	26-Jul-30
	Kansas City

	 	Level 3-Alltel-Gateway-Genuity
	 	Dark Fiber IRU
	 	24-Mar-03
	 	24-Mar-23
	Kansas City

	 	Level 3-Alltel-Gateway-Genuity
	 	Dark Fiber IRU
	 	26-Jul-05
	 	26-Jul-30
	Kansas City

	 	Missouri Network Alliance, LLC
	 	Dark Fiber IRU
	 	01-Oct-07
	 	01-Oct-22
	Kansas City

	 	Savvis Communications
	 	Dark Fiber IRU
	 	27-Nov-00
	 	27-Nov-20
	Kansas City

	 	Sho-Me Technologies
	 	Dark Fiber IRU
	 	01-Apr-08
	 	01-Apr-28
	Kansas City

	 	Sho-Me Technologies
	 	Dark Fiber IRU
	 	01-Apr-08
	 	01-Apr-28
	Kansas City

	 	Sho-Me Technologies
	 	Dark Fiber IRU
	 	15-Aug-06
	 	15-Aug-26
	Kansas City

	 	Sho-Me Technologies
	 	Dark Fiber IRU
	 	15-Aug-06
	 	15-Aug-26
	Kansas City

	 	Sho-Me Technologies
	 	Dark Fiber IRU
	 	15-Aug-06
	 	15-Aug-26
	Kansas City

	 	The Headache & Pain Center, PA
	 	Dark Fiber IRU
	 	24-Nov-03
	 	24-Nov-13
	Kansas City

	 	The Headache & Pain Center, PA
	 	Dark Fiber IRU
	 	24-Nov-03
	 	24-Nov-13
	Kansas City

	 	Verizon-GNI Kansas City
	 	Dark Fiber IRU
	 	05-Mar-04
	 	05-Mar-24
	Kansas City

	 	Verizon-GNI Kansas City
	 	Dark Fiber IRU
	 	05-Mar-04
	 	05-Mar-24
	Las Vegas

	 	Las Vegas Valley Water Dist.
	 	Dark Fiber IRU
	 	01-May-07
	 	01-May-27
	Las Vegas

	 	Level 3 Communications, LLC
	 	Dark Fiber IRU
	 	01-Sep-04
	 	01-Sep-24
	Las Vegas

	 	MCI
	 	Dark Fiber IRU
	 	01-Nov-04
	 	01-Nov-24
	Las Vegas

	 	MCI
	 	Dark Fiber IRU
	 	01-Nov-04
	 	01-Nov-24
	Las Vegas

	 	MPower Communications
	 	Dark Fiber IRU
	 	01-Apr-06
	 	01-Apr-26
	Las Vegas

	 	NV System of Higher Education
	 	Dark Fiber IRU
	 	01-Jul-05
	 	01-Jul-25
	Las Vegas

	 	NV System of Higher Education
	 	Dark Fiber IRU
	 	01-Oct-04
	 	01-Jan-24
	Las Vegas

	 	NV System of Higher Education
	 	Dark Fiber IRU
	 	25-Feb-05
	 	25-Feb-30
	Las Vegas

	 	SBC Long Distance, LLC
	 	Dark Fiber IRU
	 	30-Sep-03
	 	30-Sep-18
	Las Vegas

	 	SBC long Distance, LLC
	 	Dark Fiber IRU
	 	30-Sep-03
	 	30-Sep-18
	Las Vegas

	 	Switch Communications
	 	Dark Fiber IRU
	 	01-Sep-04
	 	01-Sep-24
	Las Vegas

	 	University Medical Center
	 	Dark Fiber IRU
	 	01-Mar-07
	 	01-Mar-17
	Las Vegas

	 	University Medical Center
	 	Dark Fiber IRU
	 	01-Jan-07
	 	01-Jan-17
	Las Vegas

	 	University Medical Center
	 	Dark Fiber IRU
	 	01-Jan-07
	 	01-Jan-17
	Las Vegas

	 	University Medical Center
	 	Dark Fiber IRU
	 	01-Mar-07
	 	01-Mar-17
	Minneapolis

	 	Charter Communications (Seren)
	 	Dark Fiber IRU
	 	12-Nov-01
	 	12-Nov-21
	Minneapolis

	 	City of Saint Paul Police Dept
	 	Dark Fiber IRU
	 	01-May-08
	 	01-May-28
	Minneapolis

	 	Savvis Communications
	 	Dark Fiber IRU
	 	27-Nov-00
	 	27-Nov-20
	Nashville

	 	MCI Worldcom: Attn:Ceila Polle
	 	Dark Fiber IRU
	 	10-Nov-03
	 	10-Nov-23
	Nashville

	 	MCImetro Access Transmission
	 	Dark Fiber IRU
	 	06-Oct-06
	 	06-Oct-26
	Nashville

	 	MCImetro Access Transmission
	 	Dark Fiber IRU
	 	01-Feb-07
	 	01-Feb-27
	Nashville

	 	MCImetro Access Transmission
	 	Dark Fiber IRU
	 	01-Feb-07
	 	01-Feb-27
	Nashville

	 	MeHarry Medical College
	 	Dark Fiber IRU
	 	03-Nov-03
	 	03-Nov-13
	Nashville

	 	MeHarry Medical College
	 	Dark Fiber IRU
	 	03-Nov-03
	 	03-Nov-13
	Nashville

	 	Savvis Communications
	 	Dark Fiber IRU
	 	27-Nov-00
	 	27-Nov-20






 









 






Schedule 5.18(a)(i)(A): Schedule of Material Contracts




	 	 	 	 	 	 	 	 	 
	Market	 	CustomerName	 	ItemCodeDesc	 	StartBillingDate	 	StopBillingDate
	Reno

	 	Advanced Telecom Group
	 	Dark Fiber IRU
	 	01-Jan-00
	 	01-Jan-20
	Reno

	 	Microsoft Licensing
	 	Dark Fiber IRU
	 	01-Dec-06
	 	01-Dec-16
	Reno

	 	Microsoft Licensing
	 	Dark Fiber IRU
	 	01-Apr-07
	 	01-Apr-17
	Reno

	 	NV Dept of Transportation
	 	Dark Fiber IRU
	 	16-Jul-08
	 	16-Jul-28
	Reno

	 	NV System of Higher Education
	 	Dark Fiber IRU
	 	22-Aug-07
	 	22-Aug-27
	Reno

	 	NV System of Higher Education
	 	Dark Fiber IRU
	 	01-Jul-06
	 	01-Jul-26
	Reno

	 	NV System of Higher Education
	 	Dark Fiber IRU
	 	01-Mar-08
	 	01-Mar-13
	Reno

	 	Renown Health
	 	Dark Fiber IRU
	 	01-Jul-03
	 	01-Jul-13
	Reno

	 	Renown Health
	 	Dark Fiber IRU
	 	01-Apr-09
	 	01-Jul-13
	Reno

	 	RTC
	 	Dark Fiber IRU
	 	01-May-05
	 	01-May-25
	Reno

	 	Washoe County School District
	 	Dark Fiber IRU
	 	01-Feb-06
	 	01-Feb-26
	Salt Lake City

	 	Centrepath/Global Capacity
	 	Dark Fiber IRU
	 	01-Apr-04
	 	01-Apr-24
	Salt Lake City

	 	Church of the LDS
	 	Dark Fiber IRU
	 	30-Jan-03
	 	03-Jan-13
	Salt Lake City

	 	Integra Telecom, Inc
	 	Dark Fiber IRU
	 	09-Dec-04
	 	09-Dec-14
	Salt Lake City

	 	Level 3 Communications, LLC
	 	Dark Fiber IRU
	 	09-Oct-04
	 	09-Oct-24
	Salt Lake City

	 	National Lambda Rail LLC
	 	Dark Fiber IRU
	 	18-Mar-06
	 	18-Mar-26
	Salt Lake City

	 	Savvis Communications
	 	Dark Fiber IRU
	 	27-Nov-00
	 	27-Nov-20
	Salt Lake City

	 	Verizon Business — MCI Metro
	 	Dark Fiber IRU
	 	01-Apr-10
	 	01-Apr-30
	Salt Lake City

	 	 Verizon Business — MCI Metro
	 	Dark Fiber IRU
	 	01-Jun-07
	 	01-Jun-27
	Salt Lake City



	 	Verizon GNI


	 	Dark Fiber IRU


	 	20-Feb-04


	 	20-Feb-24


	
DARK FIBER EXCHANGE
	 	 	 	 	 	 

	Boise

	 	Electric Lightwave, LLC
	 	Fiber Exchange Agreement
	 	28-Apr-05
	 	31-Dec-15






 









 






Schedule 5.18(a)(i)(B) — Material Contracts with over $500K in 2009 Cash Collected
Revenue




	 	 	 	 	 
	 	 	2009 Cash Collected
	Customer	 	Revenue
	Verizon Communications

	 	$	2,966,087.26	 
	Level 3 Communications, LLC

	 	$	2,243,982.10	 
	MetroPCS Communications

	 	$	1,954,224.42	 
	Qwest Communications Corp

	 	$	1,441,153.34	 
	Global Crossing

	 	$	1,013,637.59	 
	XO Communications

	 	$	805,399.08	 
	Boise School District

	 	$	778,447.28	 
	Switch Communications

	 	$	767,464.08	 
	Cogent Communications Inc

	 	$	665,962.72	 
	Clearwire US LLC

	 	$	631,398.30	 
	AT&T

	 	$	619,653.52	 
	Iptimize, Inc.

	 	$	514,017.79	 






 









 






Schedule 5.18(a)(iii) — Marketing or Sales Contracts Non cancelable within 12 months




	 	 	 	 	 
	Type of	 	 	 	 
	Contract	 	Vendor	 	Cancelation Terms
	Marketing

	 	None	 	 
	 
	 	 	 	 
	Sales Agent

	 	Atlanta Deltacom
	 	3 year term with auto renew for additional 3 years. 60 days prior
to renewal in writing. Renewal date 10/25/10.
	 
	 	 	 	 
	Sales Agent

	 	Gary Emmart
	 	1 year term with auto renew for additional year. 60 days prior to
renewal in writing. Renewal date 9/6/10.
	 
	 	 	 	 
	Sales Agent

	 	Mainstream Communications
	 	3 year term with auto renew for additional 3 years. 60 days prior
to renewal in writing. Renewal date 5/11/11.
	 
	 	 	 	 
	Sales Agent

	 	Metro Optical
	 	Signed 7/2/08 — term blank. Can term 60 days prior to renewal -
advise by Mike D’Angelo the term is 60 months.
	 
	 	 	 	 
	Sales Agent

	 	Broadband Facility Partners
	 	No Written contract. Per Mike D this was an oral contract and
email indicates a 10 year term from 2008.






 









 





SCHEDULE 5.18(a) (iv) — Non-Competes, Most-Favored Nation, or Rights of First Refusal





	(A)	 	None.






	(B)	 	Transport Services Master Agreement between Verizon Wireless and Idacomm, Inc. — dated
July 12, 2004






	(C)	 	(1) Master Services Agreement for the Delivery of Telecommunications and Information
Services between American Fiber Systems, Inc. and Vanderbilt University, dated June 20,
2008
	 
	 	 	(2) Metropolitan Dark Fiber Market Agreement by and between American Fiber Systems, Inc. and
Level 3 Communications, LLC, dated December 27, 2001




 









 











SCHEDULE 5.18(a)(v)




None.





 











 





SCHEDULE 5.18(a)(vi)



Contract with Affiliated Person: Consulting Agreement between American Fiber Systems, Inc. &
Robert Ingalls, 03/01/10 to 10/01/10.




 









 





SCHEDULE 5.18(a)(viii)




Comerica Bank:



Amended & Restated Loan & Security Agreement among AFS, Comerica Bank, COBank, ACB, dated
10/30/09.




 









 





Schedule 5.18(a)(ix)




Comerica Bank:



Company
Affirmation of Guaranty & Security Agreement of AFS debt to
Comerica Bank dated 04/21/08.


Company
Affirmation of Guaranty & Security Agreement of AFS debt to
Comerica Bank dated 04/07/09.


Company Amended & Restated Unconditional Guaranty of AFS debt to Comerica Bank dated 10/30/09.




TriplePoint Capital, LLC:



Company
Parent Guaranty Agreement of the debt of AFS to TriplePoint Capital,
LLC dated 08/22/06.


Company Parent Guaranty Agreement of the debt of AFS to TriplePoint Capital, LLC dated 04/03/07.




 









 





Schedule 5.18(a)(x)



LLC Interests Purchase Agreement among Company, USCarrier Telecom Holdings, LLC and USCarrier
Telecom, LLC dated 08/23/06.





 









 








Schedule 5.18(a)(xi)



LLC Interests Purchase Agreement among Company, USCarrier Telecom Holdings, LLC and USCarrier
Telecom, LLC dated 08/23/06.



Fiber Lease Agreement Between Cogent Communications, Inc. and American Fiber Systems, dated Dec.
14, 2001



Dark Fiber Sale Agreement by and between American Fiber Systems, Inc. and Switch Business Solutions
LLC, dated April 4, 2008




 









 





Schedule 5.18(a)(xii)





	 	(A)	 	Asset Purchase Agreement among IP Solutions, Inc., Iptimize, Inc. & American Fiber
Systems, Inc. (“AFS”) dated August 13, 2008 with attached Assignment of Contracts & Other Property,
Bill of Sale, Waiver of Notice & Consents, BroadSoft Assignment & Assumption Agreement dated,
June 16, 2008, Seller’s Officer’s Certificate, Buyer’s and Parent’s Officer’s Certificate
and Disclosure Memorandum.
	 
	 	 	 	Dark Fiber Sale Agreement by and between American Fiber Systems, Inc. and Switch
Business Solutions LLC, dated April 4, 2008
	 
	 	(B)	 	Plan & Agreement of Merger of American Fiber Systems of Georgia, Inc.
(“AFSGA”) and Idacomm, Inc. into American fiber Systems, Inc., dated 12/12/07.
	 
	 	 	 	Unanimous Written Consent of the Board of Directors of AFS authorizing entering into
& performing Plan & Agreement of Merger of American Fiber Systems of Georgia, Inc.
and Idacomm, Inc. into American fiber Systems, Inc., dated 12/12/07.
	 
	 	 	 	Unanimous Written Consent of the Board of Directors of AFSGA authorizing entering into &
performing Plan & Agreement of Merger of AFSGA and Idacomm, Inc. into AFS, dated 12/12/07.
	 
	 	 	 	Unanimous Written Consent of the Board of Directors of Idacomm, Inc. authorizing entering
into & performing Plan & Agreement of Merger of AFSGA and Idacomm, Inc. into AFS, dated
12/12/07.
	 
	 	 	 	Action by Written Consent of Sole Stockholder in Lieu of a Special Meeting of Shareholders
of AFSGA authorizing entering into & performing Plan & Agreement of Merger of AFSGA and
Idacomm, Inc. into AFS, dated 12/12/07.
	 
	 	 	 	Action by Written Consent of Sole Stockholder in Lieu of a Special Meeting of
Shareholders of Idacomm, Inc. authorizing entering into & performing Plan & Agreement of
Merger of AFSGA and Idacomm, Inc. into AFS, dated 12/12/07.
	 
	 	 	 	State of Delaware Certificate of Merger of AFSGA into AFS filed 12/17/07.
	 
	 	 	 	State of Delaware Certificate of Ownership Merging Idacomm, Inc. into AFS, filed 12/17/07.
	 
	 	 	 	State of Idaho Articles of Merger of Idacomm, Inc. into AFS filed 12/17/07.





 









 





Schedule 5.18(a)(xiii)





	 	(A)	 	Plan & Agreement of Merger of American Fiber Systems of Georgia, Inc. (“AFSGA”)
and Idacomm, Inc. into American fiber Systems, Inc., dated 12/12/07.
	 
	 	 	 	Unanimous Written Consent of the Board of Directors of AFS authorizing entering into &
performing Plan & Agreement of Merger of American Fiber Systems of Georgia, Inc. and
Idacomm, Inc. into American fiber Systems, Inc., dated 12/12/07.
	 
	 	 	 	Unanimous Written Consent of the Board of Directors of AFSGA authorizing entering into &
performing Plan & Agreement of Merger of AFSGA and Idacomm, Inc. into AFS, dated 12/12/07.
	 
	 	 	 	Unanimous Written Consent of the Board of Directors of Idacomm, Inc. authorizing entering
into & performing Plan & Agreement of Merger of AFSGA and Idacomm, Inc. into AFS, dated
12/12/07.
	 
	 	 	 	Action by Written Consent of Sole Stockholder in Lieu of a Special Meeting of Shareholders of
AFSGA authorizing entering into & performing Plan & Agreement of Merger of AFSGA and Idacomm,
Inc. into AFS, dated 12/12/07.
	 
	 	 	 	Action by Written Consent of Sole Stockholder in Lieu of a Special Meeting of Shareholders of
Idacomm, Inc. authorizing entering into & performing Plan & Agreement of Merger of AFSGA and
Idacomm, Inc. into AFS, dated 12/12/07.
	 
	 	 	 	State of Delaware Certificate of Merger of AFSGA into AFS filed 12/17/07.
	 
	 	 	 	State of Delaware Certificate of Ownership Merging Idacomm, Inc. into AFS, filed 12/17/07.
	 
	 	 	 	State of Idaho Articles of Merger of Idacomm, Inc. into AFS filed 12/17/07.
	 
	 	(B)	 	Purchase Agreement dated 07/29/04 among American Fiber Systems of Georgia, Inc.,
American Fiber Systems
Holding Corp & Marietta Board of Lights & Water with attached Instrument of Assumption, Bill
of Sale, Allocation
Agreement, Lease, Pole Attachment and Conduit Agreement, AFSGA Master Services Agreement and
Amendment to Purchase Agreement & Waiver dated 08/31/04.
	 
	 	 	 	Stock Purchase Agreement between Idacorp, Inc. & American Fiber Systems, Inc. dated October
12, 2006, as amended by Amendment No. 1 To Stock Purchase Agreement dated 02/23/07 and Letter
Regarding Indemnification dated 10/12/06. Disclosure Schedule dated 10/12/06.
	 
	 	 	 	LLC Interests Purchase Agreement among Company, USCarrier Telecom Holdings, LLC and
USCarrier Telecom, LLC dated 08/23/06.
	 
	 	 	 	Dark Fiber Indefeasible Right of Use Agreement between Fiber Technologies Networks, LLC and
American Fiber Systems, Inc., dated Nov. 29, 2001





 









 





Schedule 5.18(a)(xiv) — Material Contracts




	 	 	 	 	 
	Type of Material Contract	 	Governmental Entity	 	Location/Market
	AFS Telecommunications Services

	 	City of Alpharetta
	 	Atlanta
	AFS Telecommunications Services

	 	City of Smyrna
	 	Atlanta
	AFS Telecommunications Services

	 	Cobb County Workforce Investment
	 	Atlanta
	AFS Telecommunications Services

	 	Cobb County Communications/Web
	 	Atlanta
	AFS Telecommunications Services

	 	Cobb County Community Dvlpmnt
	 	Atlanta
	AFS Telecommunications Services

	 	Cobb County Fire Dept
	 	Atlanta
	AFS Telecommunications Services

	 	Cobb County Government
	 	Atlanta
	AFS Telecommunications Services

	 	Cobb County Public Library
	 	Atlanta
	AFS Telecommunications Services

	 	Cobb County Sheriff’s Office
	 	Atlanta
	AFS Telecommunications Services

	 	Metropolitan Atlanta Rapid Transit Authority
	 	Atlanta
	AFS Telecommunications Services

	 	Ada County IT Dept.
	 	Boise
	AFS Telecommunications Services

	 	Canyon County
	 	Boise
	AFS Telecommunications Services

	 	City of Boise
	 	Boise
	AFS Telecommunications Services

	 	City of Boise Airport
	 	Boise
	AFS Telecommunications Services

	 	Idaho Dept. of Water Resources
	 	Boise
	AFS Telecommunications Services

	 	City of Cleveland Div of ITS
	 	Cleveland
	AFS Telecommunications Services

	 	Clark County IT Dept.
	 	Las Vegas
	AFS Telecommunications Services

	 	Southern NV Water Authority
	 	Las Vegas
	AFS Telecommunications Services

	 	Nevada Dept. of Transportation
	 	Carson City
	AFS Telecommunications Services

	 	Nevada Dept. of IT
	 	Carson City
	AFS Telecommunications Services

	 	City of St. Paul Police Dept.
	 	Minneapolis
	AFS Telecommunications Services

	 	City of Reno
	 	Reno
	AFS Telecommunications Services

	 	Washoe Co. District Court
	 	Reno
	AFS Telecommunications Services

	 	Washoe Co. Regional Transportation Comm.
	 	Reno
	AFS Telecommunications Services

	 	Washoe County Comptroller
	 	Reno






 









 





SCHEDULE 5.18(a)(xv)



None.




 









 





Schedule 5.18(a)(xvii)




IRUs Billed since January 1, 2008




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Billed Month	 	 
	Customer Name	 	Market	 	Amount (IRU only)	 	Date of Contract	 	(of final NRR)	 	Comments
	Sho Me Technologies — A
	 	Kansas City	 	$	81,105	 	 	 	12/21/2007	 	 	Apr-08	 	 	 	 
	Sho Me Technologies — B
	 	Kansas City	 	$	77,613	 	 	 	12/21/2007	 	 	Apr-08	 	 	 	 
	City of St Paul
	 	Minneapolis	 	$	378,663	 	 	 	11/29/2007	 	 	May-08	 	 	 	 
	NV Dept of Transportation- Galletti
	 	Reno	 	$	231,750	 	 	 	8/31/2007	 	 	Jul-08	 	 	 	 
	Regional Transportation Commission
	 	Reno	 	$	101,040	 	 	 	11/5/2007	 	 	Sep-08	 	 	 	 
	Sho Me Technologies — B
	 	Kansas City	 	$	2,850	 	 	 	9/2/2008	 	 	Oct-08	 	 	 	 
	Vanderbilt Medical University Center (renewal)
	 	Nashville	 	$	75,000	 	 	 	7/22/2008	 	 	Oct-08	 	5 year renewal
	Kpowernet LLC
	 	Kansas City	 	$	160,600	 	 	 	1/31/2008	 	 	Dec-08	 	 	 	 
	NV Dept of Transportation
	 	Reno	 	$	1,200,000	 	 	 	11/15/2006	 	 	Jul-09	 	 	 	 
	Regional Transportation Commission
	 	Reno	 	$	8,550	 	 	 	3/11/2009	 	 	Jul-09	 	 	 	 
	Vanderbilt Medical University Center (renewal)
	 	Nashville	 	$	75,000	 	 	 	7/22/2008	 	 	Nov-09	 	5 year renewal
	Clearwire
	 	Kansas City	 	$	658,024	 	 	 	9/29/2009	 	 	Feb-10	 	 	 	 
	Vanderbilt Medical University Center
	 	Nashville	 	$	19,404	 	 	 	12/20/2009	 	 	Feb-10	 	 	 	 
	AT&T TCG LA
	 	Las Vegas	 	$	516,680	 	 	 	9/25/2009	 	 	Feb-10	 	 	 	 
	Verizon Wireless (VAW)
	 	Kansas City	 	$	418,950	 	 	 	12/23/2009	 	 	Mar-10	 	 	 	 
	MCI Metro Access
	 	Salt Lake City	 	$	128,740	 	 	 	11/2/2009	 	 	Mar-10	 	 	 	 
	New Par (Verizon Wireless)
	 	Cleveland	 	$	104,360	 	 	 	12/31/2009	 	 	Apr-10	 	 	 	 
	MCI Metro Access
	 	Nashville	 	$	239,400	 	 	 	12/18/2009	 	 	Jan-10	 	(Initial 63% Billed)
	National City Corporation
	 	Cleveland	 	$	2,250	 	 	 	5/12/2010	 	 	May-10	 	(Initial 25% Billed)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total
	 	 	 	 	 	$	4,479,979	 	 	 	 	 	 	 	 	 	 	 	 	 






 









 





Schedule 5.18(a)(xviii)





	 	(A)	 	None.
	 
	 	(B)	 	Company’s Employee Retention Bonus Plan, dated May 1, 2010 and amended June 23,
2010. Company’s Severance Policy dated 09/01/07. Employment Offer to Dave Rusin
incorporating severance, dated 05/01/00.
	 
	 	(C)	 	Company’s Employee Retention Bonus Plan, dated May 1, 2010 and amended June 23,
2010. Consulting Agreement between American Fiber Systems, Inc. & Robert Ingalls,
03/01/10 to 10/01/10.
	 
	 	(D)	 	Company’s Employee Retention Bonus Plan, dated May 1, 2010 and amended June 23, 2010.
Consulting Agreement between American Fiber Systems, Inc. & Robert Ingalls, 03/01/10 to
10/01/10; 2010 Employee Bonus Plan (Commissioned Employees) effective
01/01/10; 2010
Employee Bonus Plan (Non-Commissioned Employees) effective 01/01/10 and 2010 Company
Commissions Plans





 









 




Schedule 5.18(a)(xix)





	(A)	 	1 & 2.






	 	•	 	Amended & Restated Loan & Security Agreement among AFS, Comerica Bank, COBank, ACB,
dated 10/30/09.
	 
	 	 	 	As expressly set forth in:
	 
	 	•	 	AFS Series A Preferred Stock Purchase Agreement, dated 05/09/2000, including but not
limited to Sections 2.12 (b), (c), and Section 6.1.
	 
	 	•	 	AFSHC Series B Preferred Stock Purchase Agreement, dated 01/18/01, including but not
limited to Sections 2.12 (b), (c), and Section 6.1.
	 
	 	•	 	AFSHC Series B Preferred Stock Purchase Agreement, dated 02/07/01, including but not
limited to Sections 2.12 (b), (c), and Section 6.1.
	 
	 	•	 	AFSHC Series C Preferred Stock Purchase Agreement, dated 11/28/01, including but not
limited to Sections 2.12 (b), (c), and Section 6.1.
	 
	 	•	 	AFSHC Series D Preferred Stock Purchase Agreement, dated 2003, including but not
limited to Sections 2.12 (b), (c), and Section 6.1.
	 
	 	•	 	AFSHC Series E Preferred Stock Purchase Agreement, dated 08/27/04, including but not
limited to Sections 2.12 (b), (c), and Section 6.1.
	 
	 	•	 	AFSHC Series E Preferred Stock Purchase Agreement, dated 01/06/06, including but not
limited to Sections 2.12 (b), (c), and Section 6.1.
	 
	 	•	 	AFSHC Series F Preferred Stock Purchase Agreement, dated 05/20/08, including but not
limited to Sections 2.12 (b), (c), and Section 6.1.






	(A) 3.






	 	•	 	Plain English Loan & Security Agreement between AFS & Triplepoint Capital Funding, LLC,
dated 04/13/04.
	 
	 	•	 	Plain English Loan & Security Agreement between AFS & Triplepoint Capital Funding, LLC,
dated 08/22/06.
	 
	 	•	 	Plain English Loan & Security Agreement between AFS & Triplepoint Capital Funding, LLC,
dated 04/03/07.
	 
	 	•	 	Lease Agreement between Bank of America & Idacomm, Inc., dated 01/31/07.
	 
	 	•	 	Lease Agreement between Fidelity Capital Partners, LLC & Idacomm, Inc., dated 01/31/07.
	 
	 	•	 	Amended & Restated Operating Agreement of USCarrier Telecom Holdings, LLC, dated
10/_/07.
	 
	 	•	 	LLC Interests Purchase Agreement among AFSHC, USCarrier Telecom Holdings, LLC &
USCarrier Telecom, LLC, dated 08/23/06.
	 
	 	•	 	AFSHC Fifth Amended & Restated Investors Rights Agreement, dated 05/28/08.
	 
	 	•	 	AFSHC Fifth Amended & Restated Right of First Refusal & Co-Sale Agreement, dated 05/28/08.
	 
	 	•	 	MARTA Contract, dated Aug. 11, 2005
	 
	 	•	 	AFSHC Series D Preferred Stock Purchase Agreement, dated 2003, including but not
limited to Sections 2.30, Section 6.1 and Section 6.15.





 









 





Schedule 5.18(a)(xix)





	 	•	 	AFSHC Series E Preferred Stock Purchase Agreement, dated 08/27/04, including but not
limited to Sections 2.30, Section 6.1 and Section 6.15.
	 
	 	•	 	AFSHC Series E Preferred Stock Purchase Agreement, dated 01/06/06, including but not
limited to Sections 2.30, Section 6.1 and Section 6.15.
	 
	 	•	 	AFSHC Series F Preferred Stock Purchase Agreement, dated 05/20/08, including but not
limited to Sections 2. 30, Section 6.1 and Section 6.15.






	(A) 4.






	 	•	 	LLC Interests Purchase Agreement among AFSHC, USCarrier Telecom Holdings, LLC & USCarrier
Telecom, LLC, dated 08/23/06.
	 
	 	•	 	Dark Fiber Sale Agreement by and between American Fiber Systems, Inc. and Switch Business
Solutions LLC, dated April 4, 2008
	 
	 	•	 	AFSHC Series D Preferred Stock Purchase Agreement, dated 2003, including but not limited
to Section 2.12 (c), Section 2.30, Section 2.31, Section 6.1 and Section 6.15.
	 
	 	•	 	AFSHC Series E Preferred Stock Purchase Agreement, dated 08/27/04, including but not
limited to Section 2.12 (c), Section 2.30, Section 2.31, Section 6.1 and Section 6.15.
	 
	 	•	 	AFSHC Series E Preferred Stock Purchase Agreement, dated 01/06/06, including but not
limited to Section 2.12 (c), Section 2.30, Section 2.31, Section 6.1 and Section 6.15.
	 
	 	•	 	AFSHC Series F Preferred Stock Purchase Agreement, dated 05/20/08, including but not
limited to Section 2.12 (c), Section 2.30, Section 2.31, Section 6.1 and Section 6.15.






	(A) 5.






	 	•	 	Amended & Restated Loan & Security Agreement among AFS, Comerica Bank, COBank, ACB,
dated 10/30/09.
	 
	 	•	 	AFSHC Series D Preferred Stock Purchase Agreement, dated 2003, including but not limited
to Section 2.30, Section 2.31, Section 6.1 and Section 6.15.


(which agreement shall be terminated at closing)
	 
	 	•	 	AFSHC Series E Preferred Stock Purchase Agreement, dated 08/27/04, including but not
limited to Section 2.30, Section 2.31, Section 6.1 and Section 6.15.


(which agreement shall be terminated at closing)
	 
	 	•	 	AFSHC Series E Preferred Stock Purchase Agreement, dated 01/06/06, including but not
limited to Section 2.30, Section 2.31, Section 6,1 and Section 6.15.


(which agreement shall be terminated at closing)
	 
	 	•	 	AFSHC Series F Preferred Stock Purchase Agreement, dated 05/20/08, including but not
limited to Section 2.30, Section 2.31, Section 6.1 and Section 6.15.


(which agreement shall be terminated at closing)









 









 








Schedule 5.18(a)(xix)





	(A) 6.






	 	•	 	Plain English Loan & Security Agreement between AFS & Triplepoint Capital Funding, LLC,
dated 04/03/07.
	 
	 	•	 	Lease Agreement between Bank of America & Idacomm, Inc., dated 01/31/07.
	 
	 	•	 	Lease Agreement between Fidelity Capital Partners, LLC & Idacomm, Inc., dated 01/31/07.
	 
	 	•	 	Amended & Restated Operating Agreement of USCarrier Telecom Holdings, LLC, dated
10/_/07.
	 
	 	•	 	Dark Fiber Sale Agreement by and between American Fiber Systems, Inc. and Switch
Business Solutions LLC, dated April 4, 2008
	 
	 	•	 	AFS Series A Preferred Stock Purchase Agreement, dated 05/09/2000, including but not
limited to Sections 2.12 (f), and Section 6.1.
	 
	 	•	 	AFSHC Series B Preferred Stock Purchase Agreement, dated 01/18/01, including but not
limited to Sections 2.12 (f), and Section 6.1.
	 
	 	•	 	AFSHC Series B Preferred Stock Purchase Agreement, dated 02/07/01, including but not
limited to Sections 2.12 (f), and Section 6.1.
	 
	 	•	 	AFSHC Series C Preferred Stock Purchase Agreement, dated 11/28/01, including but not
limited to Sections 2.12 (f), and Section 6.1.
	 
	 	•	 	AFSHC Series D Preferred Stock Purchase Agreement, dated 2003, including but not
limited to Sections 2.12 (f), and Section 6.1.
	 
	 	•	 	AFSHC Series E Preferred Stock Purchase Agreement, dated
08/27/04, including but not
limited to Sections 2.12 (f), and Section 6.1.
	 
	 	•	 	AFSHC Series E Preferred Stock Purchase Agreement, dated 01/06/06, including but not
limited to Sections 2.12 (f), and Section 6.1.
	 
	 	•	 	AFSHC Series F Preferred Stock Purchase Agreement, dated 05/20/08, including but not
limited to Sections 2.12 (f), and Section 6.1.






	(B)	 	 






	 	•	 	Amended & Restated Loan & Security Agreement, as
amended, among AFS, Comerica Bank,
COBank, ACB, dated 10/30/09.





 









 





Schedule 5.18(a)(xx)Judgment or Settlement Arrangements





	1.	 	American Fiber Systems, Inc. v Kansas City Missouri School District, Dietrich Lockhard
Group, Inc. Case No. 04CV209588
	 
	 	 	Court:       Circuit Court, Jackson County Missouri at Kansas City
	 
	 	 	Remedy Sought:       Money damages and an Injunction to prevent award of a contract.
	 
	 	 	Background:




AFS filed suit against KCMOSD and DLG in Circuit Court of Jackson County, Kansas City Missouri for
their actions in denying AFS a contract when AFS was the lowest qualified bidder. AFS alleged the
defendants engaged in bid rigging and colluded so as to award the business to AT&T and that the
defendants violated E-Rate regulations. AFS has settled this state court action with both KCMOSD &
DLG. AFS has recovered approximately $550,000 from KCMOSD and $188,000 from DLG.





	2.	 	United States ex rel. American Fiber System v Kansas City Missouri School District & AT&T, Inc.
	 
	 	 	     Case No. W.D. MO No. 06-03890CV-W-NKL




On May 12, 2006 AFS brought an action on behalf of the United States of America in the United
States District Court for the Western District of Missouri against KCMOSD & AT&T. KSMOSD settled
the Qui Tarn action with AFS and the federal government in May 2007, AFS has received approximately
$106,345 in settlement of its federal court Qui Tam claim against KCMOSD, including attorney’s
fees. On 10/09/09 AFS, AT&T & the USA by the DOJ entered into a Settlement Agreement whereby AT&T
paid AFS $195,000, the USA paid AFS $195,000 as our realtor’s share and AT&T paid the DOJ
$1,400,000 and entered into an E-Rate Compliance Agreement. Total between the two related actions
AFS recovered in excess of $1,200,000. The case was dismissed with prejudice 11/05/09.



3.
Stipulation regarding complaint of Idacomm, Inc., v Central Telephone-Co-Nevada, d/b/a Sprint
Nevada, dated 11/24/04 as amended by Sprint & Idacomm per correspondence dated 12/07/05. Related
Order of the Public Utilities Commission of Nevada dated 01/06/05.




 









 





SCHEDULE 5.18(b)



1) The Acquired Companies have an on-going business relationship with the following customers
with no MSA’s, however the Acquired Companies has signed customer orders:




     a) Bellagio (Idacomm, Las Vegas — Dark Fiber)




Idacomm new service order, dated 4/29/06, for lease of 4 strands dark
fiber incorporates terms of MSA by reference.



     b) Mpower/TelePacific (Idacomm, Las Vegas — Lit Services) (MSA negotiation In progress)




Idacomm new service order, dated 7/16/06, for OC-3 service, incorporates
terms of MSA by reference.




AFS change order, dated 11/30/07, for DS-3 service, incorporates terms of MSA
by reference.



     c) 360 Networks (Idacomm, Boise — Lit Services) (MSA signed post orders)




Idacomm new service order, dated 4/22/05, for DS-3 service, incorporates terms
of MSA by reference.




Idacomm new service order, dated 11/29/04, for OC-3 service, incorporates
terms of MSA by reference.



     d) City of Reno (Idacomm, Reno — Lit Services) (MSA signed post orders)




Idacomm new service order, dated 5/9/07, for Ethernet Internet Access
service, incorporates terms of MSA by reference.



     e) Great Basin (Idacomm, Reno — Lit Services)




Idacomm new service order, dated 10/24/06, for gigabit Ethernet service,
incorporates terms of MSA by reference.



     f) XO Communications (AFS — Lit Services) (MSA negotiation In progress)




AFS service order, dated 9/25/08, for DS-3 service, incorporates terms of
MSA by reference.



     g)
iPass (AFS, Lit Services)(Order placed under terms of a Letter of Intent)




AFS
service order, dated 3/20/08, for Ethernet Internet Access service,
incorporates terms of MSA by reference.



 









 





SCHEDULE 5.18(b)



2) The Acquired Companies are working on renewing material contracts with the following
vendors. In the meantime, the Acquired Companies are doing business under authorized Purchase
Orders:



a) Westcom, Inc.



b) PAR Electrical Contractors



c) LightRiver Technologies



d) Utility Support Systems, Inc.



e) Circle H Construction



f) Draka Comteq



g) Edge Communications



h)
CDW



i) XO Communications



j) Clover Cable





 











 





Schedule 5.18 (d) — Breach or Notice



None




 









 








Schedule 5.20 — Outstanding Powers of Attorney




	 	 	 
	Party with Power of Attorney	 	Reason
	Comerica

	 	Bank debt
	Triplepoint

	 	Bank debt
	Paychex

	 	Payroll






 









 






Schedule 5.21 — Financial Accounts




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Account	 	 	 	Authorized Drawer(s) of
	Financial Institution	 	Street	 	City	 	State	 	Zip	 	Number	 	Type of Account	 	Funds
	Comerica Bank

	 	226 Airport Parkway
	 	San Jose
	 	CA
	 	 	95110	 	 	 	1892990100	 	 	Checking
	 	D Rusin, CEO

G Ramachandran, CFO

M Constable, Treasurer
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Comerica Bank

	 	226 Airport Parkway
	 	San Jose
	 	CA
	 	 	95110	 	 	NA
	 	Borrowing
	 	D Rusin, CEO

G Ramachandran, CFO
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Comerica Bank

	 	226 Airport Parkway
	 	San Jose
	 	CA
	 	 	95110	 	 	 	1892990118	 	 	Money market
	 	D Rusin, CEO

G Ramachandran, CFO

M Constable, Treasurer
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Comerica Bank

	 	226 Airport Parkway
	 	San Jose
	 	CA
	 	 	95110	 	 	 	1892990126	 	 	Lockbox
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CoBank

	 	5500 S Quebec St
	 	Greenwood Village
	 	CO
	 	 	80111	 	 	 	0000163726	 	 	Borrowing
	 	D Rusin, CEO

G Ramachandran, CFO
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	JP Morgan Chase

	 	One Chase Square
NY3 — T091
	 	Rochester
	 	NY
	 	 	14643	 	 	 	512059756	 	 	Checking
	 	D Rusin, CEO

G Ramachandran, CFO

M Constable, Treasurer






 









 






Schedule 5.22(a) — Insurance Policies




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	POLICY	 	 	 	 	 	 	 	 	 	 
	TYPE OF INSURANCE	 	COMPANY	 	NUMBER	 	PERIOD	 	LIMITS	 	COVERAGES	 	DEDUCTIBLES	 	PREMIUM
	GENERAL LIABILITY

	 	St Paul — Traveler’s
	 	TE06904069
	 	9/11/09-9/11/10
	 	GENERAL AGGREGATE
	 	$	2,000,000	 	 	 	 	 	 	$	52,840	 
	 

	 	 	 	 	 	 	 	 	 	PRODUCTS
	 	$	2,000,000	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	PERSONAL INJURY
	 	$	1,000,000	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	EACH OCCURRENCE
	 	$	1,000,000	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	FIRE DAMAGE
	 	$	300,000	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	MEDICAL EXPENSE
	 	$	10,000	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	EMPLOYEE BENEFITS
	 	$	1,000,000	 	 	$	1,000	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	AUTO

	 	St Paul — Traveler’s
	 	TE06904069
	 	9/11/09-9/11/10
	 	HIRED NON-OWNED
	 	$	1,000,000	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	AUTO LIABILITY
	 	$	1,000,000	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	COMPREHENSIVE / COLLISION
	 	CASH VALUE   
	 	$	500	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	LEASED VEHICLE
	 	CASH VALUE   
	 	$	500	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	EXCESS LIABILITY

	 	St Paul — Traveler’s
	 	TE06904069
	 	9/11/09-9/11/10
	 	UMBRELLA LIABILITY
	 	$	10,000,000	 	 	$	10,000	 	 	$11,088

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	PROPERTY

	 	 	 	 	 	 	 	 	 	BUSINESS PERSONAL PROPERTY
	 	$	7,181,085	 	 	$	5,000	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	BUSINESS INCOME & EXTRA
EXP.
	 	$	5,879,650	 	 	48 HOUR
	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	EARTHQUAKE PER OCCURRENCE
	 	$	5,000,000	 	 	$	50,000	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	FLOOD PER OCCURRENCE
	 	$	5,000,000	 	 	$	50,000	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	EMPLOYEE DISHONESTY
	 	$	50,000	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	PERSONAL PROP IN TRANSIT
	 	$	50,000	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	WORKERS COMPENSATION

	 	TRAVELER’S
	 	HOUB-9235N17-0-09
	 	9/11/09-9/11/10
	 	BODILY INJURY/ACCIDENT
	 	$	1,000,000	 	 	 	 	 	 	$	25,235	 
	 

	 	 	 	 	 	 	 	 	 	BODILY INJURY/DISEASE
	 	$	1,000,000	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TRAVEL ACCIDENT

	 	HARTFORD
	 	01-ETB-110287
	 	5/4/10-5/4/11
	 	PER INDIVIDUAL
	 	$	250,000	 	 	 	 	 	 	$	750	 
	COVERAGE

	 	 	 	 	 	 	 	 	 	AGGREGATE
	 	$	2,500,000	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	PROF ERRORS AND 

OMISSIONS

	 	St Paul — Traveler’s
	 	TE06904069
	 	9/11/09-9/11/10
	 	CYBER AND INTERNET

LIABILITY
	 	$	1,000,000	 	 	$	25,000	 	 	$	11,839	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CRIME

	 	CNA’
	 	 	287469799	 	 	12/1/09-12/1/12
	 	EMPLOYEE THEFT
	 	$	1,000,000	 	 	$	10,000	 	 	$	13,344	 
	 

	 	 	 	 	 	 	 	 	 	CLIENT PROPERTY
	 	$	250,000	 	 	$	5,000	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	FORGERY
	 	$	1,000,000	 	 	$	10,000	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	ROBBERY
	 	$	1,000,000
	 	 	$	10,000	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	COMPUTER FRAUD
	 	$	1,000,000	 	 	$	10,000	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	DIRECTORS AND 

OFFICERS

	 	CONTINENTAL
	 	 	240090	 	 	12/1/09-12/1/10
	 	LIABILITY-INDIVIDUAL/YEAR
	 	$	5,000,000	 	 	$	25,000	 	 	$	23,020	 
	EPL AND FIDUACIARY 

LIABILITY

	 	CASUALTY
	 	 	 	 	 	 	 	LIABILITY-AGGREGATE/YEAR
	 	$	5,000,000	 	 	$	25,000	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	EPL-AGGRAVATE/YEAR
	 	$	5,000,000	 	 	$	25,000	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	EPL-INDIVIDUAL/YEAR
	 	$	5,000,000	 	 	$	25,000	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	FIDUCIARY LIABILITY
	 	$	5,000,000	 	 	$	1,000	 	 	 	 	 
	 
	Agent 


	 	 	 	 	 	 	 
	 	 	 	TOTAL PREMIUMS	 	 	$	138,094	 
	
LANDMARK GROUP 

585-785-1926

1956 W.Henrietta Road 

Rochester, NY 14623

	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 







OPEN CLAIMS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TYPE OF INSURANCE	 	COMPANY	 	POLICY NUMBER	 	PERIOD	 	CLAIM NUMBER	 	 	CLAIM AMOUNT	 
	AUTO LIABILITY
	 	ONE BEACON	 	7110055990002	 	9/11/06 -9/11/07	 	AA-364937-00	 	 	13,440	 
	AUTO LIABILITY
	 	ONE BEACON	 	7110055990002	 	9/11/06-9/11/07	 	AA-364937-04	 	 	8,508	 
	AUTO LIABILITY
	 	ONE BEACON	 	7110055990002	 	9/11/06-9/11/07	 	AA-364937-06	 	 	1,137,054	 
	AUTO LIABILITY
	 	ONE BEACON	 	7110055990002	 	9/11/06-9/11/07	 	AA-364937-08	 	 	9,695	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL
	 	 	 	 	 	 	 	 	 	 	 	 	1,168,697	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 






 









 







	Schedule 5.22(c) — Pending Insurance Claims





	 	 	 	 	 	 	 	 	 	 	 
	 	 	Is Insurer	 	Estimated	 	 	 	 
	 	 	Defending	 	value of	 	Reservation of rights	 	 
	Claims Filed	 	Claim	 	claim	 	from the Insurer	 	Purpose
	Traveler’s #EGS 1591

	 	NO
	 	$	20,000	 	 	None
	 	Stolen Equipment






 









 






Schedule 5.23(a) — Tax Filings




Extensions of Time




	 	 	 	 	 	 	 	 	 
	Type of Tax	 	Frequency	 	Jurisdiction	 	Open Extensions	 	Extension Dates
	Federal Income Tax

	 	Annual
	 	United States
	 	Yes — 12/31/09
	 	9/15/2010
	 
	 	 	 	 	 	 	 	 
	State Income Tax

	 	Annual
	 	New York
	 	Yes — 12/31/09
	 	9/15/2010
	State Income Tax

	 	Annual
	 	Tennessee
	 	Yes — 12/31/09
	 	10/15/2010
	State Income Tax

	 	Annual
	 	Georgia
	 	Yes — 12/31/09
	 	9/15/2010
	State Income Tax

	 	Annual
	 	Minnesota
	 	Yes — 12/31/09
	 	9/15/2010
	State Income Tax

	 	Annual
	 	Missouri
	 	Yes — 12/31/09
	 	10/15/2010
	State Income Tax

	 	Annual
	 	Kansas
	 	Yes — 12/31/09
	 	10/15/2010
	State Income Tax

	 	Annual
	 	Idaho
	 	Yes — 12/31/09
	 	10/15/2010
	State Income Tax

	 	Annual
	 	Utah
	 	Yes — 12/31/09
	 	10/15/2010
	State Income Tax

	 	Annual
	 	Florida
	 	Yes — 12/31/09
	 	9/15/2010
	State Income Tax

	 	Annual
	 	Connecticut
	 	Yes — 12/31/09
	 	9/15/2010
	State Income Tax

	 	Annual
	 	Alabama
	 	Yes — 12/31/09
	 	9/15/2010
	State Income Tax

	 	Annual
	 	South Carolina
	 	Yes — 12/31/09
	 	9/15/2010







	Tax Adjustments





	 	 	 	 	 	 	 	 	 
	Type of Tax	 	Period	 	Jurisdiction	 	Reason	 	Status
	Sales Tax

	 	6/1/01-3/31/05
	 	Tennessee
	 	Audit
	 	Settled and paid in
full
	Sales/Use Tax

	 	7/1/05-9/30/07
	 	Utah
	 	Audit
	 	Settled and paid in full
	Property Tax

	 	1/1/04-12/31/05
	 	Ohio
	 	Assessment ruling
	 	2 year Payment plan






Government Filing Notifications and Encumbrances




	 	 	 	 	 	 	 	 	 	 	 
	Type of Tax	 	Frequency	 	Jurisdiction	 	Period	 	Filing Notices	 	Encumbrances
	None
	 	 	 	 	 	 	 	 	 	 





 



 









 








Schedule 5.23(c) — Tax Filings — Audits and Proceedings




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Deficiency or
	 	 	 	 	 	 	 	 	 	 	 	 	Proposed
	Type of Tax	 	Frequency	 	Jurisdiction	 	Period	 	Audited (Y/N)	 	Notices	 	adjustment
	Corporate Federal Income Tax

	 	Annual
	 	United States
	 	2006 — 2008
	 	Yes 2007 — in progress
	 	None
	 	None
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sales Tax

	 	Quarterly
	 	Kansas
	 	2006 — 3/31/10
	 	Yes 2007 thru 2010 in 6/10
	 	None
	 	None
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Property Tax

	 	Annual
	 	Utah
	 	2007 — 2009
	 	Yes Thru 2007
	 	None
	 	None






 









 






Schedule 5.23(d) — Tax Returns




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Refunds	 	Audited or
	Type of Tax	 	Frequency	 	Jurisdiction	 	Period	 	claimed	 	Reviewed
	Federal Income Tax

	 	Annual
	 	United States
	 	2006 — 2008
	 	None
	 	Yes — in progress
	 
	 	 	 	 	 	 	 	 	 	 
	State Franchise Tax

	 	Annual
	 	Delaware
	 	2006 — 2009
	 	None
	 	No
	 
	State Income Tax

	 	Annual
	 	New York
	 	2006 — 2008
	 	None
	 	No
	State Income Tax

	 	Annual
	 	Tennessee
	 	2006 — 2008
	 	None
	 	No
	State Income Tax

	 	Annual
	 	Georgia
	 	2006 — 2008
	 	None
	 	No
	State Income Tax

	 	Annual
	 	Minnesota
	 	2006 — 2008
	 	None
	 	No
	State Income Tax

	 	Annual
	 	Missouri
	 	2006 — 2008
	 	None
	 	No
	State Income Tax

	 	Annual
	 	Kansas
	 	2006 — 2008
	 	None
	 	No
	State Income Tax

	 	Annual
	 	Idaho
	 	2007 — 2008
	 	None
	 	No
	State Income Tax

	 	Annual
	 	Utah
	 	2007 — 2008
	 	None
	 	No
	State Income Tax

	 	Annual
	 	Florida
	 	2006 — 2008
	 	None
	 	No
	State Income Tax

	 	Annual
	 	Connecticut
	 	2006 — 2008
	 	None
	 	No
	 
	 	 	 	 	 	 	 	 	 	 
	Sales Tax

	 	Annual
	 	New York
	 	2006 — 2009
	 	None
	 	No
	Sales Tax

	 	Monthly
	 	Tennessee
	 	2006 — 5/31/10
	 	None
	 	No
	Sales Tax

	 	Monthly
	 	Georgia
	 	2006 — 5/31/10
	 	None
	 	No
	Sales Tax

	 	Quarterly
	 	Minnesota
	 	2006 — 3/31/10
	 	None
	 	No
	Sales Tax

	 	Monthly
	 	Missouri
	 	2009 — 5/31/10
	 	None
	 	No
	Sales Tax

	 	Quarterly
	 	Kansas
	 	2006 — 3/31/10
	 	None
	 	Yes — in progress
	Sales Tax

	 	Monthly
	 	Idaho
	 	2007 — 5/31/10
	 	None
	 	No
	Sales Tax

	 	Quarterly
	 	Utah
	 	2006 — 3/31/10
	 	None
	 	No
	Sales Tax

	 	Annual
	 	Connecticut
	 	2006 — 2009
	 	None
	 	No
	Sales Tax

	 	Monthly
	 	Nevada
	 	2007 — 5/31/10
	 	None
	 	No






 









 






Schedule 5.23(d) — Tax Returns




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Refunds	 	Audited or
	Type of Tax	 	Frequency	 	Jurisdiction	 	Period	 	claimed	 	Reviewed
	Property Tax

	 	Annual
	 	Tennessee
	 	2007 — 2009
	 	None
	 	No
	Property Tax

	 	Annual
	 	Georgia
	 	2007 — 2009
	 	None
	 	No
	Property Tax

	 	Annual
	 	Missouri
	 	2007 — 2009
	 	None
	 	No
	Property Tax

	 	Annual
	 	Kansas
	 	2007 — 2009
	 	None
	 	No
	Property Tax

	 	Annual
	 	Georgia
	 	2007 — 2009
	 	None
	 	No
	Property Tax

	 	Annual
	 	ID — Canyon County
	 	2007 — 2009
	 	None
	 	No
	Property Tax

	 	Annual
	 	ID — Ada County
	 	2007 — 2009
	 	None
	 	No
	Property Tax

	 	Annual
	 	Utah
	 	2007 — 2009
	 	None
	 	No
	Property Tax

	 	Annual
	 	NV — Clarke County
	 	2007 — 2009
	 	None
	 	No
	Property Tax

	 	Annual
	 	Ohio
	 	2007 — 2009
	 	None
	 	No
	 
	 	 	 	 	 	 	 	 	 	 
	941 — Payroll Taxes

	 	Quarterly
	 	United States
	 	1/1/06-3/31/06
	 	None
	 	No
	941 — Payroll Taxes

	 	Quarterly
	 	United States
	 	4/1/06-6/30/06
	 	None
	 	No
	941 — Payroll Taxes

	 	Quarterly
	 	United States
	 	7/1/06-9/30/06
	 	None
	 	No
	941 — Payroll Taxes

	 	Quarterly
	 	United States
	 	10/1/06-12/31/06
	 	None
	 	No
	940 — FUTA

	 	Annual
	 	United States
	 	12/31/2006
	 	None
	 	No
	941 — Payroll Taxes

	 	Quarterly
	 	United States
	 	1/1/07-3/31/07
	 	None
	 	No
	941 — Payroll Taxes

	 	Quarterly
	 	United States
	 	4/1/07-6/30/07
	 	None
	 	No
	941 — Payroll Taxes

	 	Quarterly
	 	United States
	 	7/1/07-9/30/07
	 	None
	 	No
	941 — Payroll Taxes

	 	Quarterly
	 	United States
	 	10/1/07-12/31/07
	 	None
	 	No
	940 — FUTA

	 	Annual
	 	United States
	 	12/31/2007
	 	None
	 	No
	941 — Payroll Taxes

	 	Quarterly
	 	United States
	 	1/1/08-3/31/08
	 	None
	 	No
	941 — Payroll Taxes

	 	Quarterly
	 	United States
	 	4/1/08-6/30/08
	 	None
	 	No
	941 — Payroll Taxes

	 	Quarterly
	 	United States
	 	7/1/08-9/30/08
	 	None
	 	No
	941 — Payroll Taxes

	 	Quarterly
	 	United States
	 	10/1/08-12/31/08
	 	None
	 	No
	940 — FUTA

	 	Annual
	 	United States
	 	12/31/2008
	 	None
	 	No
	941 — Payroll Taxes

	 	Quarterly
	 	United States
	 	1/1/09-3/31/09
	 	None
	 	No
	941 — Payroll Taxes

	 	Quarterly
	 	United States
	 	4/1/09-6/30/09
	 	None
	 	No
	941 — Payroll Taxes

	 	Quarterly
	 	United States
	 	7/1/09-9/30/09
	 	None
	 	No
	941 — Payroll Taxes

	 	Quarterly
	 	United States
	 	10/1/09-12/31/09
	 	None
	 	No
	940 — Payroll Taxes

	 	Annual
	 	United States
	 	12/31/2009
	 	None
	 	No
	941 — Payroll Taxes

	 	Quarterly
	 	United States
	 	1/1/10-3/31/10
	 	None
	 	No





All State tax filings and payments are up to date. The filings are done
semi-monthly, monthly, and quarterly and the detail of this is not being
listed




 









 








Schedule 5.23(e) — Statute of Limitations




	 	 	 	 	 	 	 	 	 
	Type of Tax	 	Frequency	 	Jurisdiction	 	Period	 	Waiver of time limits?
	Sales/Use Tax

	 	Annual
	 	Utah
	 	2005—2007	 	Yes — audit closed





No voluntary waiver of any statute of limitations regarding Taxes or
extensions with respect to a Tax assessment or deficiency open at this time





 












 




Schedule 5.24(a) — Pending Litigation




PENDING



1. Robert Brennan v Brian Edward Bestler, American Fiber Systems, Inc. 

District Court, Clark County, Nevada



Case No.: A-09-596038



and



Jones v American Fiber Systems, Inc. 

District Court, Clark County, Nevada



Case No.: A-09-596602-C



Plaintiff Brennan brought an action for damages arising out of a motor vehicle accident
occurring on August 6, 2007, involving the plaintiff and an employee of AFS in an AFS owned
vehicle. Plaintiff Brennan is claiming damages in excess of $150,000.



Plaintiff Jones brought an action for damages arising out of the same motor vehicle accident
described above. The Brennan & Jones cases were consolidated into one action by Order
granted 12/07/09. Plaintiff Jones has demanded $17,000 to settle. Our insurance carrier is
in the process of formulating a counter offer.



2. Briley v American Fiber Systems, Inc., Troni Powell, Porshe Brooks 

State Court of Cobb County, State of Georgia



Case No.: 09A6464-4



Plaintiff brought an action for damages arising out of a motor vehicle accident occurring on
August 25, 2008, involving the plaintiff and an employee of AFS in an AFS owned vehicle.
Plaintiff is claiming general damages in an amount to be determined at trial, special
damages in the amount of $7,248.21.



All of the above cases are being defended by our insurance carrier.




PENDING (COMPANY-INITIATED)




American Fiber Systems, Inc. v Donald W. Prosser

State of New York, Supreme Court, Monroe County




Index No.: 0912594



Plaintiff (AFS) brought an action to collect $153,919, plus attorney’s fees under personal
unconditional guaranties executed by the defendant. Pursuant to a Settlement Agreement executed by the parties on
May 14, 2010, the defendant will pay AFS an additional $100,000
in four installments. The case is
adjourned until receipt of the final payment. Within 3 business days of receipt of the last
payment, a stipulation dismissing the case must be filed.




 









 








Schedule 5.24(a) — Pending Litigation




POTENTIAL




1. Idacorp, Inc. Holdback Claim



Under the Stock Purchase Agreement by which AFS (“Purchaser”) acquired Idacomm, Inc., Idacorp, Inc.
(“Seller”) agreed to a holdback of $2,000,000 to be held by Purchaser. The purpose of the holdback
was primarily to provide a source of funds for AFS to address possible exposure to AFS for “Project
Clear Skies” and to provide a source of funds to satisfy potential indemnification claims against
the Seller arising out of the Idacomm operations. Per our agreement, AFS notified Idacorp of good
faith claims for indemnification in excess of the amount owed, on 02/18/09 and as such can retain
the holdback until all claims are resolved. Idacorp disputes AFS’ indemnity claims. Currently, AFS
continues to retain the holdback, pending the resolution of the indemnification claims.




2. George L. Miller, Chapter 7 Trustee of Homebanc Mortgage v AFS



The Trustee is alleging a payment made by Homebanc in the amount of 24,703.54 or $27,055.80
allegedly made on 06/20/07 was a preferential payment. The Trustee is not proceeding on a default
basis but is trying to locate back up for said payment as requested by AFS. There is sufficient bad
debt reserve on the books to cover exposure if any.




3. AFS claim against DiGioia



On or a
bout June 16, 2008, DiGioia Suburban Excavating, LLC (“DiGioia”) as a sub-contractor to Perk
Company, Inc., damaged an AFS 288 strand fiber optic cable as it
transitioned from underground, to a
utility pole in Cleveland. AFS incurred damages in the amount of $58,619.30. The insurance company
representing DiGioia has offered $15,000 to settle the matter. AFS is considering commencing an
action on a contingent fees basis to recover the damages.




 









 








Schedule 5.24(b)
— Judgments




Schedule 5.24(b)(i)

Proceedings; Judgments





	1.	 	American Fiber Systems, Inc. vs. Loren L. Chumley,

in her capacity as Commissioner of Revenue for the State of Tennessee, 

Chancery Court of Davidson County, Tennessee, 

Twentieth Judicial District, Part II

	 
	 	 	Case No. 06-574-II
	 
	2.	 	Slip Opinion No. 2010-Ohio-1468

American Fiber Systems, Inc. v. Levin, Tax Commissioner
	 
	3.	 	Before the Public Utilities Commission of Nevada

In re: the Complaint of Idacomm, Inc. Against

Central telephone Company — Nevada,

d/b/a Sprint of Nevada
	 
	 	 	Docket No. 04-9007
	 
	 	 	STIPULATION





Schedule 5.24(b)(ii)





	 	 	None





Schedule 5.24(b)(iii)





	 	 	None




 









 











     Schedule 5.25A — Company Benefit Plans




	1	 	Medical = Excellus National PPO Plan — Blue Healthy Choices — 80% Paid by AFS

US Carrier Telecom is combined with our Group under Excellus as a Division of AFS

	 
	2	 	Dental = Mel Life Plan with $1000 Ortho Rider — 80% Paid by AFS
	 
	3	 	Life Insurance = 2 times Salary with Max at $300,000 — Paid in full by AFS
	 
	4	 	AD&D Insurance = 2 times Salary with Max at $300,000 — Paid in Full by AS
	 
	5	 	Vision Coverage = Benefit that was carried over from Idacomm — employee pays 100% of cost
	 
	6	 	AFLAC = Benefit that was carried over from Idacomm — employee pays 100% of cost
	 
	7	 	Long Term Disability 60% of earning with max of $8000 per month






	 	•	 	90 day waiting period or the date when STD ends
	 
	 	•	 	Employee Paid at a Group Rate






	8	 	Short Term Disability = 60% of weekly earnings to $1000/wk max






	 	•	 	7 day waiting period
	 
	 	•	 	26 weeks — maximum payment period
	 
	 	•	 	Employee Paid at a Group Rate






	9	 	Vacation — 3 weeks’ vacation (120 hours) is granted to each employee at the beginning of
each calendar year, any new hire the total hours granted are pro-rated to the hire date.
Any employee may carry over a maximum of 40 hours into the following year.
	 
	10	 	Paid holidays — 13 in Year 2010
	 
	11	 	Flexible Spending Account — eligible after 90 days of employment
	 
	12	 	2 Personal Days — given immediate upon hire
	 
	13	 	401 K Plan — can enroll January 1, April 1, July 1 and October 1
	 
	14	 	Incentive Stock Options — granted on January 1,
April 1, July 1 and October 1 of each
year. Number of options issued initially is dependent on the employee level at the time of
hire.
	 
	15	 	Severance — at the time of an involuntary separation of employment (RIF/lay off) each employee
will receive a base of 2 weeks severance pay plus either 1 week or 2 weeks for every year employed based on the
employee level with the company at the time of separation. In addition the Senior Management
team has the discretion to change the number of weeks paid to the employees at the time of
the separation on an individual case basis.
	 
	16	 	2010 Sales Compensation Plan
	 
	17	 	2010 Sales Compensation Plan for VP of Enterpise Sales
	 
	18	 	2010 Sales Compensation Plan for SVP of Sales and Marketing
	 
	19	 	2010 Employee Bonus plan — Commissioned Employees
	 
	20	 	2010 Employee Bonus plan — Non Commissioned Employees
	 
	21	 	Executive Bonus 2010 Plan
	 
	22	 	Employee Retention Bonus Plan dated May 1, 2010, and amended June 23, 2010.





     We have the ability to cancel any benefits agreements with 30 days prior notice given to each
benefit carrier.



 









 





Schedule 5.25(d) — Welfare Benefit Plans




	 	 	 	 	 
	Employee	 	Document	 	Detail
	 
	David Rusin

	 	Severance Letter Agreement
with the Board
(dated May 1, 2000)
	 	Existing Benefits continue
for 6 months






 









 






Schedule 5.25 (m) — Contemplated Transactions





	 	1.	 	Employee Retention Bonus Plan as approved by the Board on May 1, 2010, and revised June
23, 2010.






	 	a.	 	10% of the net proceeds available for distribution to the equity
holders upon sale or merger of the company
	 
	 	b.	 	To be distributed to AFS employees on Closing. Distribution percent of
the bonus pool as approved by the Board.






	 	2.	 	Contract with Affiliated Person: Consulting Agreement between American Fiber
Systems, Inc. & Robert Ingalls, 03/01/10 to 10/01/10.
	 
	 	3.	 	Vesting of Board Options — 1,300,000 stock options issued to Board from January 2,
2005 to January 2, 2007 which upon Change of Control will vest 100% per Board
Resolution dated January 2, 2005.
	 
	 	4.	 	Company Severance Policy dated September 1, 2007.
	 
	 	5.	 	Severance Contract with Dave Rusin — provides for 50% of annual salary and existing
benefits to continue for 6 months.




 









 











Schedule 5.25(o) — Excess or Deferred Compensation




	 	 	 	 	 
	Excess or Deferred Compensation	 	Description	 	Covered Employees
	 
	None
	 	 	 	 






 









 






Schedule 5.25(p) — Nonqualified Deferred Compensation




	 	 	 	 	 
	NonQualified Deferred Compensation Plan	 	Description	 	Covered Employees
	 
	NONE
	 	 	 	 






 









 






Schedule 5.26 (c) — Employees, Consultant and Independent Contractors





	 	1.	 	Employee Retention Bonus Plan as approved by the Board on May 1, 2010, and amended June 23, 2010.






	 	a.	 	10% of the net proceeds available for distribution to the equity
holders upon sale or merger of the company
	 
	 	b.	 	To be distributed to AFS employees on Closing. Distribution percent of
the bonus pool as approved by the Board.






	 	2.	 	Company Severance Policy dated September 1, 2007.
	 
	 	3.	 	Severance Contract with Dave Rusin — provides for 50% of annual salary and existing
benefits to continue for 6 months.
	 
	 	4.	 	Contract with Affiliated Person: Consulting Agreement between American Fiber Systems,
Inc. & Robert Ingalls, 03/01/10 to 10/01/10.
	 
	 	5.	 	Sales Agent Contract between Atlanta Deltacom and American Fiber Systems dated
10/25/2007, 3 year term with auto renewal for additional 3 year terms, requires written
notice 60 days prior to renewal for termination.
	 
	 	6.	 	Sales Agent Contract between Gary Emmart and American Fiber
Systems dated 9/6/2007, 1 year term with auto renewal for additional 1 year term, requires written notice 60 days
prior to renewal for termination.
	 
	 	7.	 	Sales Agent Contract between Mainstream Communications Consultants, LLC. and American
Fiber Systems dated 7/21/2008, 3 year term with auto renewal for additional 3 year terms,
requires written notice 60 days prior to renewal for termination.
	 
	 	8.	 	Sales Agent Contract between Metro Optical and American Fiber Systems dated 7/2/2008,
term left blank but understanding is 5 year term with auto renewal for additional 5 year
terms, requires written notice 60 days prior to renewal for termination.
	 
	 	9.	 	Sales Agent Oral Contract between Broadband Facility Partners and American Fiber
Systems dated 8/1/2008, term left blank but understanding is 10 year term.




 









 











Schedule 5.26(e)(iv) — Labor Law Violations




	 	 	 	 	 	 	 	 	 	 	 
	 	 	State of	 	 	 	 	 	 	 	 
	Date of complaint	 	Complaint	 	Who	 	Filed with	 	Complaint	 	Resolution
	 
	June 17, 2009

	 	Nevada
	 	Michael Fowler
	 	Dept of Business &
Industry Nevade
Labor Commissioner
	 	Claim for wages &
commissions in the
amount of $31,200
made after he
resigned his
position with AS
	 	Evidence was
submitted
settlement for the
claim in the amount
of $3531 was made
3/31/2010 and case
dosed on 4/16/2010






 









 






Schedule 5.27 — Compliance with Laws




	 	 	 
	Person	 	Description
	 
	Salt Lake City, UT

	 	Salt Lake City Corporation commenced an action
regarding unpaid Right-Of-Way fees. On 4/3/2007 the
suit was
dismissed with prejudice. A Settlement Agreement was
entered into by AFS and SLCC on 11/15/2007. Under the
terms of
the settlement AFS paid SLCC $90,855 for ROW usage
for the period 7/1/2004 -12/31/2006 and agreed to a
base rate of
$44,042 per year for all future ROW usage assessments.
	 
	 	 
	Westwood, KS

	 	AFS was notified by the City’s counsel that
franchise/ROW fees in the amount of $10,575 were past
due, AFS disputed this
figure. A settlement involving a reduced
franchise/ROW fee payment and the grant of a new
municipal franchise under
which no fees would be due by AFS on a go-forward
basis based on the definition of gross revenues was
agreed to. Under
the terms of the 11/12/2009 Settlement Agreement AFS
paid $8,178 to cover all past franchise/ROW fee
claims and
received a new franchise from the city.
	 
	 	 
	Federal 

Communications 

Commission

	 	FCC issued a Notice of Apparent Liability for
Forfeiture in the amount of $2,000 regarding an
alleged Failure to file a fully compliant CPNI
certification for calendar year 2007. As a result of
negotiations and as per AFS’ conversation with the
FCC on 04/08/10, the FCC indicated that they would be
withdrawing the NAL. There is nothing further AFS
needs to do. We are
merely awaiting the notice of withdrawal.
	 
	 	 
	City of Overland
Park, KS — Municipal
Franchise

	 	AFS has been operating under an expired franchise
agreement because AFS is disputing the basis of the
new and proposed franchise fees. Baker vs. Topeka case
allows AFS to operate under expired franchise
agreement until written notice of termination is
received from the City. AFS has not received any such
notice.
	 
	 	 
	City
of Mission Woods, KS — Municipal Franchise

	 	Mayor and City attorney indicated that AFS didn’t need
the franchise given that AFS has minimal presence in the right of way.
	 
	 	 
	Las Vegas, NV —
Municipal Franchise

	 	AFS was notified by the Franchise Officer for Las
Vegas that AFS was not in compliance with the terms
of its franchise
agreement as the City had reason to believe that AFS
was installing/had installed fiber optic line or
conduits in City ROW
without having obtained the necessary permits. AFS
has disputed this claim, has met with the City’s DPW
representative, and has provided copies of permits and network maps
disproving the City’s claim. The City is currently
evaluating AFS’ submissions and has taken no negative
action or issued any further notices. The City
continues to issues permits to AFS in
the ordinary course of business.
	 
	 	 
	Metropolitan
Government of
Nashville &
Davidson County,
TN

	 	$500,000 performance bond cancelled by bonding
company. City of Nashville has not objected.






 









 






Schedule 5.28(b) — Company Privacy Violations





FCC issued an NAL in the amount of $2,000 regarding an alleged failure to file a fully
compliant CPNI certification for calendar year 2007. As a result of these negotiations and
as per AFS’ conversation with Mika Savir at the FCC on 04/08/10, the FCC granted a further
extension until 09/24/10 the FCC indicated that they would be withdrawing the NAL.



 









 





Schedule 5.29(a) — Licenses and Permits




	 	 	 	 	 
	Authorization/Qualification	 	Issuing Agency	 	Jurisdiction
	 
	Business License

	 	State of Arizona
	 	Arizona
	Business License

	 	State of Connecticut
	 	Connecticut
	Business License

	 	State of Delaware
	 	Delaware
	Business License

	 	District of Columbia
	 	District of Columbia
	Business License

	 	State of Florida
	 	Florida
	Business License

	 	State of Georgia
	 	Georgia
	Business License

	 	State of Idaho
	 	Idaho
	Business License

	 	State of Kansas
	 	Kansas
	Business License

	 	City of Lenexa
	 	     Lenexa
	Business License

	 	State of Minnesota
	 	Minnesota
	Business License

	 	State of Missouri
	 	Missouri
	Business License

	 	City of Kansas City, MO
	 	     Kansas City
	Business License

	 	State of Nevada
	 	Nevada
	Business License

	 	City of Henderson
	 	     Henderson
	Business License

	 	City of Las Vegas
	 	     Las Vegas
	Business License

	 	City of N Las Vegas
	 	     N Las Vegas
	Business License

	 	     Clark County
	 	     Clark County
	Business License

	 	City of Reno
	 	     Reno
	Business License

	 	State of New York
	 	New York
	Business License

	 	State of Ohio
	 	Ohio
	Business License

	 	State of Tennessee
	 	Tennessee
	Business License

	 	State of Utah
	 	Utah
	Franchise

	 	City of Murray
	 	Murray, Utah
	Franchise

	 	City of South Jordan
	 	South Jordan, Utah
	Franchise

	 	City of Salt Lake City
	 	Salt Lake City, Utah
	Franchise

	 	City of South Salt Lake City
	 	South Salt Lake City, Utah
	Franchise

	 	City of West Jordan
	 	West Jordan, Utah
	Franchise

	 	City of West Valley
	 	West Valley, Utah
	Franchise

	 	MetroGov of Nashville & Davidson Co.
	 	Nashville, Tennessee
	Franchise

	 	Clark County
	 	Clark County, NV






 









 






Schedule 5.29(a) — Licenses and Permits




	 	 	 	 	 
	Authorization/Qualification	 	Issuing Agency	 	Jurisdiction
	 
	Franchise

	 	City of Henderson
	 	Henderson, NV
	Franchise

	 	City of Las Vegas
	 	Las Vegas, NV
	Franchise

	 	City of North Las Vegas
	 	North Las Vegas, NV
	Franchise

	 	City of Fairway
	 	Fairway, KS
	Franchise

	 	City of Leawood
	 	Leawood, KS
	Franchise

	 	City of Lenexa
	 	Lenexa, KS
	Franchise

	 	City of Merriam
	 	Merriam, KS
	Franchise

	 	City of Olathe
	 	Olathe, KS
	Franchise

	 	City of Mission
	 	Mission, KS
	Franchise

	 	City of Westwood
	 	Westwood, KS
	Franchise

	 	City of Alpharetta
	 	Alpharetta, GA
	Franchise

	 	City of Atlanta
	 	Atlanta, GA
	Franchise

	 	City of Austell
	 	Austell, GA
	Franchise

	 	City of Kennesaw
	 	Kennesaw, GA
	Franchise

	 	City of Marietta
	 	Marietta, GA
	Franchise

	 	City of Norcross
	 	Norcross, GA
	Franchise

	 	City of Roswell
	 	Roswell, GA
	Franchise

	 	City of Sandy Springs
	 	Sandy Springs, GA
	Franchise

	 	City of Smyrna
	 	Smyrna, GA
	Lands Use Agreement

	 	City of Leawood
	 	Leawood, KS
	Section 214 Domestic Operating Authority

	 	FCC
	 	Federal
	Global or Limited Global Facilities-Based Service and
	 	 	 	 
	Global or Limited Global Resale Service

	 	FCC
	 	Federal
	 
	 	 	 	 
	Resold and Facilities Based Local Exchange, Exchange
	 	 	 	 
	Access and Interexchange Telecommunications Services

	 	Arizona Corporate Commission
	 	Arizona
	Facilities Based and Resold Services

	 	Connecticut DPUC
	 	Connecticut
	Interexchange Telecommunications Service

	 	Florida PSC
	 	Florida
	Alternative Local Exchange Telecommunications

	 	Florida PSC
	 	Florida






 









 






Schedule 5.29(a) — Licenses and Permits




	 	 	 	 	 
	Authorization/Qualification	 	Issuing Agency	 	Jurisdiction
	 
	Resold and Facility-Based Competitive Local Exchange
Telecommunications Services

	 	Georgia PSC
	 	Georgia
	Resold and Facilities-Based Local Exchange and Emerging
Telecommunications Service

	 	Idaho PUC
	 	Idaho
	Facilities Based and Resold Interexchange Service

	 	Kansas Corporate Commission
	 	Kansas
	Facilities Based and Resold Local Exchange Service

	 	Kansas Corporate Commission
	 	Kansas
	Facilities Based and Resold Local Exchange and
Interexchange Service

	 	Minnesota PUC
	 	Minnesota
	Non-Switched Local Exchange and Interexchange
Telecommunications Services

	 	Missouri PSC
	 	Missouri
	Resold and Facilities-Based Interexchange and Basic
Services.

	 	Nevada PUC
	 	Nevada
	 
	 	 	 	 
	Facilities-Based Common Carrier and Resale of


Telephone Services, Including Local Exchange Services

	 	New York PSC
	 	New York
	Local Exchange* and Interexchange Services

(* Cuyahoga and Hamilton Counties only)

	 	Ohio PUC
	 	Ohio
	Facilities Based and Resold Local Exchange and
Interexchange Telecommunications Services

	 	Tennessee Regulatory Authority
	 	Tennessee
	 
	 	 	 	 
	Dedicated Facilities-Based and Resold Local Exchange,
Facilities Based Interexchange and Private Line Services.

	 	Utah PSC
	 	Utah
	 
	Power Pole Line Attachment Agreement

	 	Murray City Corporation
	 	Murray City, KS
	 
	Pole Attachment & Conduit Agreement

	 	Marietta Board of Lights & Water
	 	Marietta, GA
	 
	Infrastructure Use Agreement

	 	Nashville Electric Service
	 	Nashville. TN
	 
	Right-of-Way Use Agreement

	 	Ada County Highway District
	 	Ada County, ID
	 
	 	 	 	 
	FCC Federal Rgistration Number (0006651202)

	 	FCC
	 	Federal
	Universal Service Fund Filer ID (821650)

	 	FCC
	 	Federal







 











 



Schedule
5.29(b) — Compliance with Permits


	 	 	 
	Jurisdiction	 	Description
	Salt Lake City, UT

	 	AFS is currently operating in Salt Lake City under the
terms of a “Telecommunications Right-of-Way Lease”. AFS
has applied for lit services franchise which will
reduce the overall fees
	 
	 	 
	Las Vegas, NV

	 	AFS was notified by the Franchise Officer for Las Vegas
that AFS was not in compliance with the terms of its
franchise agreement AFS has disputed this claim, and
has provided copies of permits and network maps to the
City’s DPW representative. The City is currently
evaluating AFS’ submissions and has taken no negative
action or issued any further notices. The City
continues to issues permits to AFS in the ordinary
course of business
	 
	 	 
	Metropolitan Government of
Nashville & Davidson County,
TN

	 	$500,000 performance bond cancelled by bonding company
The City of Nashville has not objected to the
cancellation.
	 
	 	 
	Metropolitan Government of
Nashville & Davidson County,
TN

	 	AFS has taken the position that the City of Nashville
franchise fees of 5% of gross receipts is not valid
based on the City of Chattanooga vs Bell South and Bell
South vs. City of Memphis cases that invalidated
similar gross receipts franchise lees. The City of
Nashville has not questioned our position.
	 
	 	 
	Reno, NV

	 	On April 6, 2010 AFS received a “courtesy notice” from
the Revenue Division of the City of Reno, NV. stating
that they did not have a business license on file for
AFS. In 2006 AFS sent notice to city of change
in control of Idacomm and was never advised by the city
that any further action was required. AFS in in the
process of filing a business license name change
application with the city.
	 
	 	 
	Utah Dept of Transportation

	 	$50,000 performance bond cancelled by bonding company
on January 28, 2010 US Dept of Transportation has not
objected to the cancellation.
	 
	 	 
	Sprint/Embaro/CenturyLink

	 	AFS is currently renegotiating the pole attachment
agreement with Sprint/Embark/Century Link. AFS will
reinstate the performance bond after completion of
renegotiation, if required
	 
	 	 
	City of Overland Park, KS -
Municipal Franchise

	 	AFS has been operating under an expired franchise
agreement because AFS is disputing the basis of the new
and proposed franchise fees. Baker vs. Topeka case
allows AFS to operate under expired franchise agreement
until written notice of termination is received from
the City. AFS has not received any such notice.
	 
	 	 
	City of Mission Woods, KS -
Municipal Franchise

	 	Mayor and City attorney indicated that AFS didn’t need
the franchise given that AFS has minimal presence in
the right of way.






 









 





Schedule 5.29(c) — Renewals and Extensions



City of Mission Woods, KS — Mayor and City Attorney indicated that AFS didn’t need the
franchise given that AFS had minimal presence in the right of way.



City of Overland Park, KS–AFS has been operating under an expired franchise agreement because AFS
is disputing the basis of the new and proposed fanchise fees. Baker vs. Topeka case allows AFS to
operate under expired franchise agreement until written notice of termination is received from the
City. AFS has not received any such notice.




 









 





Schedule 5.29(e) — Rights-of-Way



City of Mission Woods, KS — Mayor and City Attorney indicated that AFS didn’t need the franchise
given that AFS had minimal presence in the right of way.



City of Overland Park, KS — AFS has been operating under an expired franchise agreement because AFS
is disputing the basis of the new and proposed franchise fees. Baker vs. Topeka case allows AFS to
operate under expired franchise agreement until written notice of termination is received from the
City. AFS has not received any such notice.




 









 





Schedule 5.30(b)



1) Dedicated Services and Ethernet Services Agreement between AT&T Corp. and American
Fiber Systems, Inc. — dated March 25, 2010



2) Agreement of Lease by and Between Meridian Centre Associates, LLC and American Fiber
Systems, Inc. – May 1, 2000



3) Dark Fiber Indefeasible Right of Use Agreement between Fiber Technologies Networks, LLC
and American Fiber Systems, Inc., dated Nov. 29, 2001




 









 





Schedule 5.31 — Affiliated Persons




Item





	1)	 	Consulting Agreement between American Fiber Systems Inc and Robert Ingalls from March 1, 2010
to October 1st, 2010










 









 











Schedule 5.32(a)
— Significant Relationships


Top 20 Customers for Fiscal 2009 ranked by December 2009 Recurring Monthly Revenue




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Dec 2009	 	 	 	 	 	Net Dec 2009	 	Total 2009	 	Disconnect Notice or
	Rank	 	Customer Name	 	MRR	 	Credits	 	MRR	 	Billed	 	Knowledge
	1	 	Verizon Wireless (etal)
	 	 	222,890	 	 	 	0	 	 	 	222,890	 	 	 	3,065,192	 	 	 	N	 
	2	 	Level 3 (etal)
	 	 	155,712	 	 	 	0	 	 	 	155,712	 	 	 	1,999,608	 	 	 	N	 
	3	 	Metro PCS Georgia, Inc.
	 	 	132,115	 	 	 	0	 	 	 	132,115	 	 	 	1,790,383	 	 	 	N	 
	4	 	Global Crossing
	 	 	90,100	 	 	 	0	 	 	 	90,100	 	 	 	1,123,687	 	 	 	N	 
	5	 	XO Communications
	 	 	88,421	 	 	 	0	 	 	 	88,421	 	 	 	822,405	 	 	 	N	 
	6	 	Qwest
	 	 	84,250	 	 	 	0	 	 	 	84,250	 	 	 	1,424,582	 	 	 	N	 
	7	 	Boise School District
	 	 	64,135	 	 	 	0	 	 	 	64,135	 	 	 	783,247	 	 	 	N	 
	8	 	Sprint Communications
	 	 	51,940	 	 	 	0	 	 	 	51,940	 	 	 	220,760	 	 	 	N	 
	9	 	Savvis Communications
	 	 	36,208	 	 	 	0	 	 	 	36,208	 	 	 	464,240	 	 	$11K of MRR disconnected in May
	10	 	St Als Hospital
	 	 	30,394	 	 	 	0	 	 	 	30,394	 	 	 	364,728	 	 	 	N	 
	11	 	Micron
	 	 	28,000	 	 	 	0	 	 	 	28,000	 	 	 	362,458	 	 	 	N	 
	12	 	Telepacific/Mpower
	 	 	27,915	 	 	 	0	 	 	 	27,915	 	 	 	339,959	 	 	 	N	 
	13	 	Cogent Communications
	 	 	27,321	 	 	 	0	 	 	 	27,321	 	 	 	667,458	 	 	 	N	 
	14	 	eBay, Inc
	 	 	27,250	 	 	 	0	 	 	 	27,250	 	 	 	107,896	 	 	 	N	 
	15	 	Wynn Las Vegas
	 	 	25,453	 	 	 	0	 	 	 	25,453	 	 	 	354,450	 	 	 	N	 
	16	 	Cobb County agencies
	 	 	25,262	 	 	 	0	 	 	 	25,262	 	 	 	234,501	 	 	 	N	 
	17	 	Nuvox Communications
	 	 	24,767	 	 	 	0	 	 	 	24,767	 	 	 	297,204	 	 	 	N	 
	18	 	Chattachoochee Tech Colle
	 	 	23,793	 	 	 	0	 	 	 	23,793	 	 	 	287,690	 	 	 	N	 
	19	 	MGM
	 	 	23,225	 	 	 	0	 	 	 	23,225	 	 	 	316,500	 	 	 	N	 
	20	 	Vanderbuilt Medical Unlv
	 	 	21,475	 	 	 	0	 	 	 	21,475	 	 	 	334,134	 	 	 	N	 
	 
	 	 	Total
	 	 	1,210,625	 	 	 	—	 	 	 	1,210,625	 	 	 	15,361,084	 	 	 	 	 
	 	 	 	 	 	 	 






 









 





Schedule 5.32(b) — Significant Relationships — Top 20 Vendors — 2009




	 	 	 	 	 	 	 	 	 
	Rank	 	Vendor Name	 	Total paid in 2009
	 	1 	 	 	AT&T
	 	$	1,837,258	 
	 	2 	 	 	Westcom, Inc.
	 	$	943,770	 
	 	3 	 	 	Par Electrical Contractors
	 	$	938,384	 
	 	4 	 	 	Ciena Communications
	 	$	856,481	 
	 	5 	 	 	LightRiver Technologies, Inc.
	 	$	675,224	 
	 	6 	 	 	Excellus BlueCross BlueShield-Group
	 	$	669,455	 
	 	7 	 	 	Nokia Siemens Network
	 	$	643,731	 
	 	8 	 	 	Russell Corporation
	 	$	628,125	 
	 	9 	 	 	Nevada Power Company
	 	$	587,546	 
	 	10	 	 	Utility Support Systems, Inc.
	 	$	586,455	 
	 	11	 	 	Level 3 Communications
	 	$	548,845	 
	 	12	 	 	Circle H Construction, Inc.
	 	$	 456,651	 
	 	13	 	 	Qwest
	 	$	452,449	 
	 	14	 	 	MP Nexlevel LLC
	 	$	436,040	 
	 	15	 	 	Embarq
	 	$	429,423	 
	 	16	 	 	Altman Vilandrie & Co.
	 	$	415,504	 
	 	17	 	 	Draka Comteq
	 	$	396,021	 
	 	18	 	 	Edge Communications
	 	$	334,067	 
	 	19	 	 	Meridian Centre
	 	$	236,906	 
	 	20	 	 	Switch & Data Facilities Company
	 	$	221,637	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Total
	 	$	12,293,972	 










 









 







Schedule 7.1 (a) — Covenants Relating to Conduct of Business and Related Matters



None





 











 






Schedule 7.1(a)(ix)

Committed Projects




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Inception to	 	 
	Name	 	Type	 	Budget	 	Date	 	Balance
	EBay Inc Service Order
	 	Customer MRR	 	$	582,000	 	 	$	462,903	 	 	$	119,097	 
	Harrahs Operating Company 1G EVPL
	 	Customer MRR	 	$	573,000	 	 	$	499,693	 	 	$	73,307	 
	TowerCloud, Inc
	 	Customer MRR	 	$	238,000	 	 	$	237,573	 	 	$	427	 
	Verizon Wireless Foxtail DS3
	 	Customer MRR	 	$	54,566	 	 	$	51,754	 	 	$	2,812	 
	CHSI of Nevada Protype
	 	Customer MRR	 	$	25,295	 	 	$	7,377	 	 	$	17,918	 
	RD Tech equipment to support Gig EVPL s
	 	Customer MRR	 	$	50,000	 	 	$	46,310	 	 	$	3,690	 
	J.R. Simplot Company 100 MBPS EVPL
	 	Customer MRR	 	$	182,364	 	 	$	163.514	 	 	$	18,851	 
	South Central Communications South Central Protected Ring Pr
	 	Customer MRR	 	$	6,000	 	 	$	2,462	 	 	$	3,538	 
	Level 3 Communications, LLC 2nd 2.5 Gig
	 	Customer MRR	 	$	2,000	 	 	$	716	 	 	$	1,284	 
	Planet Hollywood
	 	Customer MRR	 	$	50,101	 	 	$	37,494	 	 	$	12,608	 
	Consonus
	 	Customer MRR	 	$	49,407	 	 	$	20,618	 	 	$	28,789	 
	Encore EVPL
	 	Customer MRR	 	$	25,000	 	 	$	20,240	 	 	$	4,760	 
	Nutty Guys Lit service SLC
	 	Customer MRR	 	$	17,738	 	 	$	7,118	 	 	$	10,620	 
	Verizon Wireless LTE FTTT
	 	Customer MRR	 	$	941,646	 	 	$	25,487	 	 	$	916,159	 
	Ryla, Inc GigE
	 	Customer MRR	 	$	109,074	 	 	$	79,553	 	 	$	29,521	 
	Qwest Communications Corp Qwest Main
	 	Customer MRR	 	$	25,000	 	 	$	10,669	 	 	$	14,331	 
	Qwest Communications Corp Qwest Level 3
	 	Customer MRR	 	$	30,000	 	 	$	13,877	 	 	$	16,123	 
	Gaming Partners Intl GPI Customer Build
	 	Customer MRR	 	$	14,620	 	 	$	11,139	 	 	$	3,481	 
	Wynn Las Vegas Wynn to SNAP splice
	 	Customer MRR	 	$	10,116	 	 	$	2,854	 	 	$	7,262	 
	Vanderbilt Univ. Medical Ctr Dedicated Wavelength Service
	 	Customer MRR	 	$	819,650	 	 	$	357,930	 	 	$	461,720	 
	Cedarcrestone Inc. EVPL/EIA
	 	Customer MRR	 	$	137,095	 	 	$	131,311	 	 	$	5,785	 
	Arsalon Technologies lateral build-2 locations
	 	Customer MRR	 	$	166,889	 	 	$	119,406	 	 	$	48,483	 
	Cogent Communications Inc add 200 public square
	 	Customer MRR	 	$	4,600	 	 	$	3,085	 	 	$	1,515	 
	Payspot Inc Field construction/splicing
	 	Customer MRR	 	$	42,738	 	 	$	—	 	 	$	42,738	 
	Practice Works Systems
	 	Customer MRR	 	$	44,795	 	 	$	347	 	 	$	44,446	 
	Plus 6 TechnologiesEIA Service
	 	Customer MRR	 	$	43,806	 	 	$	23,658	 	 	$	20,148	 
	Qwest Communications OC12 for Qwest
	 	Customer MRR	 	$	5,000	 	 	$	1,045	 	 	$	3,955	 
	Sprint Communications Co. LP DS3
	 	Customer MRR	 	$	4,482	 	 	$	—	 	 	$	4,482	 
	Termet Merchant Srvc, Inc. 10M EIA
	 	Customer MRR	 	$	8,416	 	 	$	—	 	 	$	8,416	 
	Cogent Communications - Add 50 Public Square
	 	Customer MRR	 	$	3,500	 	 	$	—	 	 	$	3,500	 
	Holiday International Systems
	 	Customer MRR	 	$	9,500	 	 	$	3,086	 	 	$	6,414	 
	Microworks Splicing to bring Microworks on
	 	Customer MRR	 	$	8,000	 	 	$	—	 	 	$	8,000	 
	XO
Communications 24 Strand DF
	 	Customer NRR	 	$	750,000	 	 	$	558,935	 	 	$	191,065	 
	ATT DF Ring
	 	Customer NRR	 	$	276,000	 	 	$	148,259	 	 	$	127,741	 
	Verizon Wireless VZN Hickory Hills Nashville
	 	Customer NRR	 	$	568,000	 	 	$	121,350	 	 	$	446,640	 
	Energy OC3
	 	Customer NRR	 	$	91,188	 	 	$	64,728	 	 	$	26,460	 
	Cogent Communications Inc 7500 College-DF-add/change
	 	Customer NRR	 	$	30,000	 	 	$	28,867	 	 	$	1,133	 
	Vanderbuilt Univ Medical
	 	Customer NRR	 	$	18,000	 	 	$	17,373	 	 	$	627	 
	ADA County ROW Fees
	 	Customer NRR	 	$	15,000	 	 	$	15,000	 	 	$	—	 
	Market Audit Data Entry
	 	Network	 	$	35,000	 	 	$	24,163	 	 	$	10,837	 
	Boise Data Services for OSPInsi
	 	Network	 	$	22,000	 	 	$	11,519	 	 	$	10,481	 
	1102 Colo
Augment
	 	Network	 	$	122,188	 	 	$	15,707	 	 	$	106,481	 
	Server Room HVAC upgrade — LV
	 	Network	 	$	8,063	 	 	$	3,650	 	 	$	4,413	 
	Tie Cable at AFS POP — SLC
	 	Network	 	$	9,635	 	 	$	—	 	 	$	9,635	 
	Flamingo Substation Relo — LV
	 	Relocation	 	$	156,950	 	 	$	123,584	 	 	$	33,366	 
	Flamingo Rd Relo — LV
	 	Relocation	 	$	483,785	 	 	$	410,747	 	 	$	73,038	 
	5th Street
Relo — LV
	 	Relocation	 	$	62,650	 	 	$	46,940	 	 	$	15,710	 
	MLK South
— Metro HQ Retlo — LV
	 	Relocation	 	$	21,500	 	 	$	4,872	 	 	$	16,628	 
	Paradise Road Relocation — LV
	 	Relocation	 	$	136,250	 	 	$	100,559	 	 	$	35,691	 
	Harmon Polans Relo — LV
	 	Relocation	 	$	40,000	 	 	$	1,650	 	 	$	38,350	 
	Neon Beck Yard Relo -LV
	 	Relocation	 	$	67,484	 	 	$	1,650	 	 	$	65,834	 
	Cobb County Move — GA
	 	Relocation	 	$	15,000	 	 	$	—	 	 	$	15,000	 
	Road Move
Rosswell SL/Alexander
	 	Relocation	 	$	21,000	 	 	$	20,735	 	 	$	265	 
	Main Street
Relocation — LV
	 	Relocation	 	$	95,000	 	 	$	40,402	 	 	$	54,598	 
	NAP 1 Removal — LV
	 	Relocation	 	$	91,756	 	 	$	47,003	 	 	$	44,753	 
	MLK & Carey — LV
	 	Relocation	 	$	14,330	 	 	$	11,396	 	 	$	2,934	 
	Wyndham
Vacation Relo — LV
	 	Relocation	 	$	42,000	 	 	$	10,886	 	 	$	31,114	 
	Supervalu — Boise
	 	Relocation	 	$	50,000	 	 	$	19,926	 	 	$	30,074	 
	Road
Move/Fiber Re-route — Atlanta
	 	Relocation	 	$	24,363	 	 	$	15,333	 	 	$	9,031	 
	Project Accounting
	 	Corporate	 	$	68,961	 	 	$	64,999	 	 	$	3,962	 
	Operations BackOffice Infrastructure Upgrades
	 	Corporate	 	$	90,000	 	 	$	52,941	 	 	$	37,059	 
	WAN Upgrades
	 	Corporate	 	$	60,000	 	 	$	—	 	 	$	60,000	 
	ATL/LAS Backup HW/SW solution
	 	Corporate	 	$	25,000	 	 	$	6,727	 	 	$	18,273	 
	Laptop & Desktop Replacement 2/3rd qtr
	 	Corporate	 	$	36,000	 	 	$	2,002	 	 	$	88,998	 
	 
	Total
	 	 	 	$	7,831,502	 	 	$	4,332,130	 	 	$	3,499,372	 
	 






 









 





Schedule 7.8(a) — Governmental Consents and Authorizations




Governmental Agency




1) Approval required:




Federal Communications Commission — (Domestic 214 both AFS & USC)

Federal Communications Commission — (International 214 both AFS & USC)

Department of Justice & FTC

Georgia PSC (Both AFS & USC)

Minnesota PUC

New York PSC

Ohio PUC

Tennessee Regulatory Authority (Both AFS & USC)

Utah PSC

City of Alpharetta, GA (NOTE: Existing franchise will be replaced under new state

regulations eff. 10/1/2010. The new franchise does not reference change-of-control procedures)

City of Norcross, GA

City of Smyrna, GA

City of Murray, UT

City of South Jordan, UT

City of South Salt Lake City, UT

City of West Jordan, UT

City of West Valley, UT

Nashville Electric Service




2) Notice Only Required




Arizona Corporation Commission

Connecticut DPUC

Florida PSC

Idaho PUC

Nevada PUC (unless Commission Staff requests a formal approval filing)

City of Henderson (unless PUC requires an approval filing)

City of Las Vegas (unless PUC requires an approval filing)

City of North Las Vegas (unless PUC requires an approval filing)

Clark County, NV (NOTE: Current franchise expires 9/5/2010. Replacement being negotiated.)




 









 





Schedule 7.15(a) — Consent Matters




	 	 	 	 	 
	Agreement Co. Name	 	Agreement Title	 	Date
	SBC Services, Inc.
	 	Master Agreement for Dark Fiber Lease and/or Dark
Fiber Indefeasible Right of Use	 	5/26/2005
	AT&T Corp.
	 	Dedicated Services and Ethernet Services Agreement	 	4/1/2010
	IQ Corp.
	 	Telecommunications Services Agreement	 	5/1/2006
	International Game Technology
	 	Communications Services Agreement	 	2/26/2003
	University of Nevada
National Supercomputing
Center for Energy and
Environment
	 	Fiber Construction and Lease Agreement	 	10/1/2002
	Wiltel Communications
	 	Dark Fiber IRU Agreement	 	9/20/2004







 













 





Page 1 of 1




Chris Wagner




	 	 	 

	From: 

	 	Ken desGarennes [KdesGarennes@zayo.com]
	 
	 	 
	Sent:

	 	Wednesday, June 23, 2010 4:14 PM
	 
	 	 
	To:

	 	Chris Wagner; Scott Beer; Hendrik Jordaan; Zach Nebergall
	 
	 	 
	Subject:

	 	FW: email ferenced schedules at 5/31/10 — final
	 
	 	 
	Attachments:

	 	Section 5.2 A Option Information 5.31.10.pdf; Section 5.26 A
Employee Information 5.31.10.pdf; Section 5.26 B Former Employee
5.31.10.pdf; Section 5.26 G Terminations 5.31.10.pdf






From: Ramachandran, Gita [mailto:gramachandran@afsnetworks.com]

Sent: Wednesday, June 23, 2010 4:08 PM

To: Ken desGarennes

Cc: Caracci, Christine; Ramachandran, Gita

Subject: email ferenced schedules at 5/31/10 — final




Updated email referenced schedules as of may 31, 2010






Gita Ramachandran | CFO | American Fiber Systems

100 Meridian Centre, Ste 300 | Rochester | NY 14618

Off 585.785.5841 | Fax 585.785.5842 | Cell 585.330.8011




From: Caracci, Christine

Sent: Wednesday, June 23, 2010 6:05 PM

To: Ramachandran, Gita

Subject: Scehdules as of 5.31.10




Here you go




Let me know if you need anything else




Christine






Christine Caracci | Human Resources Director

American Fiber Systems

100 Meridian Ctr | Suite 300 | Rochester, NY 14618

585-785-5809 (p) | 585-301-3088 (c) | 585-785-5810 (f)

Our Network | Fiber Connect Blog




 









 





Schedule 5.2A

Stock Option Information




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Granted	 	 	 	 	 	 	 	 	 	 	 	 	 	Total
	Last	 	First	 	 	 	 	 	Hire	 	Grant	 	Stock	 	Exercise	 	Option	 	Expiration	 	Options
	Name	 	Name	 	Department	 	Title	 	Date	 	Date	 	Options	 	Price	 	Number	 	Date	 	Per Empl
	Allentoff
	 	Michael	 	Legal & Regulatory	 	Regulatory Coordinator	 	 	2/19/2008	 	 	 	4/1/2008	 	 	 	42,500	 	 	$	0.05	 	 	HO-327	 	 	3/31/2018	 	 	 	42,500	 
	Anderson
	 	Jeffrey	 	Operations	 	Network Ops Mgr - Western Region	 	 	2/19/2008	 	 	 	4/1/2008	 	 	 	25,500	 	 	$	0.05	 	 	HO-328	 	 	3/31/2018	 	 	 	25,500	 
	Bailey
	 	Holly	 	Finance	 	Controller	 	 	2/24/2007	 	 	 	5/1/2007	 	 	 	59,500	 	 	$	0.05	 	 	HO-284	 	 	4/30/2017	 	 	 	59,500	 
	Barclay
	 	Shanita	 	Finance	 	Capital & Project Accountant	 	 	1/12/2009	 	 	 	4/1/2009	 	 	 	25,500	 	 	$	0.05	 	 	HO-350	 	 	3/31/2019	 	 	 	25,500	 
	Barnett
	 	Aaron	 	Operations	 	Noc Technician	 	 	4/28/2008	 	 	 	7/1/2008	 	 	 	12,750	 	 	$	0.05	 	 	HO-339	 	 	6/30/2018	 	 	 	12,750	 
	Barron
	 	Josh	 	IT	 	System Administrator	 	 	2/27/2007	 	 	 	8/1/2007	 	 	 	12,750	 	 	$	0.05	 	 	HO-294	 	 	7/31/2017	 	 	 	12,750	 
	Basista
	 	Bryce	 	Operations	 	Field Operations Mgr - Cleveland	 	 	4/3/2006	 	 	 	7/1/2006	 	 	 	25,500	 	 	$	0.05	 	 	HO-267	 	 	6/30/2016	 	 	 	25,500	 
	Bellinger
	 	Terry	 	Sales & Marketing	 	National Acct Exec - Enterprise Sales	 	 	8/3/2009	 	 	 	10/1/2009	 	 	 	25,500	 	 	$	0.05	 	 	HO-356	 	 	9/30/2019	 	 	 	25,500	 
	Brooks
	 	Susan	 	Operations	 	Network Coordinator	 	 	8/21/2006	 	 	 	1/2/2007	 	 	 	25,500	 	 	$	0.05	 	 	HO-282	 	 	1/1/2017	 	 	 	25,500	 
	Byrne
	 	James	 	Sales & Marketing	 	National Account Manager	 	 	7/6/2009	 	 	 	7/1/2009	 	 	 	25,500	 	 	$	0.05	 	 	HO-353	 	 	6/30/2019	 	 	 	25,500	 
	Caracci
	 	Christine	 	Human Resources	 	Director of Human Resources	 	 	8/22/2005	 	 	 	10/1/2005	 	 	 	42,500	 	 	$	0.05	 	 	HO-235	 	 	9/30/2015	 	 	 	42,500	 
	Christensen
	 	Dean	 	Operations	 	Field Operations Mgr - Reno	 	 	4/1/2008	 	 	 	7/1/2008	 	 	 	25,500	 	 	$	0.05	 	 	HO-333	 	 	6/30/2018	 	 	 	25,500	 
	Ciminelli
	 	William	 	Sales & Marketing	 	VP of Network Services & Marketing	 	 	1/8/2003	 	 	 	5/14/2004	 	 	 	200,000	 	 	$	0.05	 	 	HO-103	 	 	2/5/2013	 	 	 	 	 
	Ciminelli
	 	William	 	 	 	 	 	 	 	 	 	 	10/1/2004	 	 	 	100,000	 	 	$	0.05	 	 	HO-128	 	 	9/30/2014	 	 	 	 	 
	Ciminelli
	 	William	 	 	 	 	 	 	 	 	 	 	7/1/2005	 	 	 	25,000	 	 	$	0.05	 	 	HO-192	 	 	6/30/2015	 	 	 	 	 
	Ciminelli
	 	William	 	 	 	 	 	 	 	 	 	 	2/1/2006	 	 	 	50,000	 	 	$	0.05	 	 	HO-249	 	 	2/28/2016	 	 	 	375,000	 
	Constable
	 	Marty	 	Finance	 	Finance Director	 	 	6/28/2000	 	 	 	5/14/2004	 	 	 	60,000	 	 	$	0.05	 	 	HO-83	 	 	8/24/2010	 	 	 	 	 
	Constable
	 	Marty	 	 	 	 	 	 	 	 	 	 	5/14/2004	 	 	 	30,000	 	 	$	0.05	 	 	HO-84	 	 	9/11/2011	 	 	 	 	 
	Constable
	 	Marty	 	 	 	 	 	 	 	 	 	 	5/14/2004	 	 	 	5,000	 	 	$	0.05	 	 	HO-85	 	 	12/31/2012	 	 	 	 	 
	Constable
	 	Marty	 	 	 	 	 	 	 	 	 	 	10/1/2004	 	 	 	25,000	 	 	$	0.05	 	 	HO-130	 	 	9/30/2014	 	 	 	 	 
	Constable
	 	Marty	 	 	 	 	 	 	 	 	 	 	7/1/2005	 	 	 	5,000	 	 	$	0.05	 	 	HO-194	 	 	6/30/2015	 	 	 	125,000	 
	Coyle Jr
	 	Richard	 	SRM	 	SVP Operations	 	 	2/24/2007	 	 	 	5/1/2007	 	 	 	200,000	 	 	$	0.05	 	 	HO-286	 	 	4/30/2017	 	 	 	 	 
	Coyle Jr
	 	Richard	 	 	 	 	 	 	 	 	 	 	10/1/2007	 	 	 	300,000	 	 	$	0.05	 	 	HO-307	 	 	9/30/2017	 	 	 	 	 
	Coyle Jr
	 	Richard	 	 	 	 	 	 	 	 	 	 	4/1/2006	 	 	 	200,000	 	 	$	0.05	 	 	HO-324	 	 	3/31/2018	 	 	 	700,000	 
	Curtis
	 	Alan	 	Operations	 	Network Ops Mgr - Eastern Region	 	 	9/1/2004	 	 	 	10/1/2004	 	 	 	25,500	 	 	$	0.05	 	 	HO-149	 	 	9/30/2014	 	 	 	 	 
	Curtis
	 	Alan	 	 	 	 	 	 	 	 	 	 	7/1/2005	 	 	 	2,500	 	 	$	0.05	 	 	HO-226	 	 	6/30/2015	 	 	 	28,000	 
	Danchak
	 	David	 	SRM	 	SVP Corporate Development	 	 	4/19/2000	 	 	 	5/14/2004	 	 	 	6,000	 	 	$	0.05	 	 	HO-105	 	 	12/31/2012	 	 	 	 	 
	Danchak
	 	David	 	 	 	 	 	 	 	 	 	 	10/1/2004	 	 	 	400,000	 	 	$	0.05	 	 	HO-131	 	 	9/30/2014	 	 	 	 	 
	Danchak
	 	David	 	 	 	 	 	 	 	 	 	 	7/1/2005	 	 	 	75,000	 	 	$	0.05	 	 	HO-195	 	 	6/30/2015	 	 	 	 	 
	Danchak
	 	David	 	 	 	 	 	 	 	 	 	 	2/1/2008	 	 	 	100,000	 	 	$	0.05	 	 	HO-250	 	 	2/28/2016	 	 	 	581,000	 
	D’Angelo
	 	Donald	 	Operations	 	Network Design Engineer	 	 	6/6/2007	 	 	 	10/1/2007	 	 	 	25,500	 	 	$	0.05	 	 	HO-311	 	 	9/31/2017	 	 	 	25,500	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Granted	 	 	 	 	 	 	 	 	 	 	 	 	 	Total
	Last	 	First	 	 	 	 	 	Hire	 	Grant	 	Stock	 	Exercise	 	Option	 	Expiration	 	Options
	Name	 	Name	 	Department	 	Title	 	Date	 	Date	 	Options	 	Price	 	Number	 	Date	 	Per Empl
	D’Angelo
	 	Mike	 	SRM	 	SVP Sales & Marketing	 	 	2/23/2004	 	 	 	7/21/2004	 	 	 	300,000	 	 	$	0.05	 	 	HO-115	 	 	7/20/2014	 	 	 	 	 
	D’Angelo
	 	Mike	 	 	 	 	 	 	 	 	 	 	7/1/2005	 	 	 	100,000	 	 	$	0.05	 	 	HO-196	 	 	6/30/2015	 	 	 	 	 
	D’Angelo
	 	Mike	 	 	 	 	 	 	 	 	 	 	2/1/2006	 	 	 	500,000	 	 	$	0.05	 	 	HO-251	 	 	2/28/2016	 	 	 	900,000	 
	Davis
	 	Dwight	 	Operations	 	Field Operations Mgr - KC	 	 	4/18/2005	 	 	 	7/1/2005	 	 	 	25,500	 	 	$	0.05	 	 	HO-185	 	 	6/30/2015	 	 	 	25,500	 
	DeBalso
	 	Stephen	 	Sales & Marketing	 	Sales Engineer	 	 	9/24/2007	 	 	 	10/1/2007	 	 	 	25,500	 	 	$	0.05	 	 	HO-317	 	 	9/30/2017	 	 	 	25,500	 
	DeChalais
	 	Christine	 	Sales & Marketing	 	Customer Service Rep	 	 	3/1/2007	 	 	 	5/1/2007	 	 	 	12,750	 	 	$	0.05	 	 	HO-289	 	 	4/30/2017	 	 	 	12,750	 
	Dennls
	 	Dan	 	Operations	 	Field Network Tech	 	 	5/27/2008	 	 	 	7/1/2008	 	 	 	12,750	 	 	$	0.05	 	 	HO-341	 	 	6/30/2018	 	 	 	12,750	 
	Duerden
	 	Scott	 	Sales & Marketing	 	National Acct Exec - Enterprise Sales	 	 	2/1/2010	 	 	 	4/1/2010	 	 	 	25,500	 	 	$	0.05	 	 	HO-381	 	 	3/31/2020	 	 	 	25,500	 
	Fitzmeurice
	 	Lyndsay	 	HR	 	Human Resource Coordinator	 	 	10/29/2007	 	 	 	1/2/2008	 	 	 	12,750	 	 	$	0.05	 	 	HO-318	 	 	1/1/2018	 	 	 	12,750	 
	Flynn
	 	Jeffrey	 	Finance	 	Finance Director	 	 	7/5/2006	 	 	 	10/1/2006	 	 	 	80,000	 	 	$	0.05	 	 	HO-269	 	 	9/30/2016	 	 	 	80,000	 
	Fovel
	 	David	 	Finance	 	Cost of Access Manager	 	 	5/23/2007	 	 	 	7/1/2007	 	 	 	42,500	 	 	$	0.05	 	 	HO-291	 	 	6/30/2017	 	 	 	42,500	 
	Frankiewich
	 	Bruce	 	Legal & Regulatory	 	General Counsel & VP Regulatory	 	 	11/13/2000	 	 	 	5/14/2004	 	 	 	100,000	 	 	$	0.05	 	 	HO-89	 	 	10/30/2010	 	 	 	 	 
	Frankiewich
	 	Bruce	 	 	 	 	 	 	 	 	 	 	5/14/2004	 	 	 	6,000	 	 	$	0.05	 	 	HO-90	 	 	12/31/2012	 	 	 	 	 
	Frankiewich
	 	Bruce	 	 	 	 	 	 	 	 	 	 	10/1/2004	 	 	 	14,000	 	 	$	0.05	 	 	HO-132	 	 	9/30/2014	 	 	 	 	 
	Frankiewich
	 	Bruce	 	 	 	 	 	 	 	 	 	 	7/1/2005	 	 	 	25,000	 	 	$	0.05	 	 	HO-197	 	 	6/30/2015	 	 	 	145,000	 
	Frederickson
	 	Jared	 	IT	 	System Administrator	 	 	6/16/2008	 	 	 	7/1/2008	 	 	 	12,750	 	 	$	0.05	 	 	HO-342	 	 	6/30/2018	 	 	 	12,750	 
	French
	 	Samantha	 	Operations	 	Operations Project Coordinator	 	 	4/1/2009	 	 	 	7/1/2009	 	 	 	12,750	 	 	$	0.05	 	 	HO-352	 	 	6/30/2019	 	 	 	12,750	 
	Gaffney
	 	Timothy	 	Sales & Marketing	 	Sr. Director Carrier Sales	 	 	8/6/2007	 	 	 	10/1/2007	 	 	 	42,500	 	 	$	0.05	 	 	HO-312	 	 	9/30/2017	 	 	 	42,500	 
	Gasper
	 	Jeffrey	 	Sales & Marketing	 	Sr. Director Carrier Sales	 	 	7/12/2004	 	 	 	7/21/2004	 	 	 	50,000	 	 	$	0.05	 	 	HO-121	 	 	7/20/2014	 	 	 	 	 
	Gasper
	 	Jeffrey	 	 	 	 	 	 	 	 	 	 	7/1/2005	 	 	 	5,000	 	 	$	0.05	 	 	HO-198	 	 	6/30/2015	 	 	 	 	 
	Gasper
	 	Jeffrey	 	 	 	 	 	 	 	 	 	 	2/1/2006	 	 	 	50,000	 	 	$	0.05	 	 	HO-255	 	 	2/28/2016	 	 	 	105,000	 
	Geary
	 	Matthew	 	Operations	 	Noc Technician	 	 	2/27/2007	 	 	 	8/1/2007	 	 	 	12,750	 	 	$	0.05	 	 	HO-295	 	 	7/31/2017	 	 	 	12,750	 
	Hargrave
	 	Earl	 	Operations	 	Director Field Operations - Eastern Region	 	 	9/1/2004	 	 	 	10/1/2004	 	 	 	30,500	 	 	$	0.05	 	 	HO-157	 	 	9/30/2014	 	 	 	 	 
	Hargrave
	 	Earl	 	 	 	 	 	 	 	 	 	 	7/1/2005	 	 	 	5,000	 	 	$	0.05	 	 	HO-214	 	 	6/30/2015	 	 	 	35,500	 
	Hatcher
	 	Ricky	 	 	 	 	 	 	12/3/2007	 	 	 	1/2/2008	 	 	 	12,750	 	 	$	0.05	 	 	HO-322	 	 	1/1/2018	 	 	 	12,750	 
	Hilsheimer
	 	Mark	 	Sales & Marketing	 	Sales Engineer	 	 	3/27/2006	 	 	 	4/1/2006	 	 	 	25,500	 	 	$	0.05	 	 	HO-265	 	 	3/31/2016	 	 	 	25,500	 
	Jones
	 	Chad	 	Operations	 	Network Engineering Manager	 	 	2/24/2007	 	 	 	8/1/2007	 	 	 	25,500	 	 	$	0.05	 	 	HO-301	 	 	7/31/2017	 	 	 	25,500	 
	Kinsella
	 	Edward	 	Sales & Marketing	 	National Acct Exec - Enterprise Sales	 	 	7/9/2007	 	 	 	8/1/2007	 	 	 	25,500	 	 	$	0.05	 	 	HO-306	 	 	7/31/2017	 	 	 	25,500	 
	Larsen
	 	Tim	 	Operations	 	Field Operations Mgr - SLC	 	 	6/10/2002	 	 	 	5/14/2004	 	 	 	20,000	 	 	$	0.05	 	 	HO-99	 	 	8/19/2012	 	 	 	 	 
	Larsen
	 	Tim	 	 	 	 	 	 	 	 	 	 	5/14/2004	 	 	 	5,000	 	 	$	0.05	 	 	HO-100	 	 	12/31/2012	 	 	 	 	 
	Larsen
	 	Tim	 	 	 	 	 	 	 	 	 	 	10/1/2004	 	 	 	7,500	 	 	$	0.05	 	 	HO-136	 	 	9/30/2014	 	 	 	 	 
	Larsen
	 	Tim	 	 	 	 	 	 	 	 	 	 	7/1/2005	 	 	 	2,500	 	 	$	0.05	 	 	HO-199	 	 	6/30/2015	 	 	 	35,000	 
	Lewis
	 	Brenden	 	Operations	 	Field Network Tech	 	 	8/28/2009	 	 	 	10/1/2009	 	 	 	12,750	 	 	$	0.05	 	 	HO-357	 	 	9/30/2019	 	 	 	12,750	 
	Lewis
	 	Jared	 	Operations	 	Executive Director Network Service	 	 	11/17/2003	 	 	 	5/14/2004	 	 	 	50,000	 	 	$	0.05	 	 	HO-109	 	 	5/13/2014	 	 	 	 	 
	Lewis
	 	Jared	 	 	 	 	 	 	 	 	 	 	10/1/2004	 	 	 	5,000	 	 	$	0.05	 	 	HO-137	 	 	9/30/2014	 	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Granted	 	 	 	 	 	 	 	 	 	 	 	 	 	Total
	Last	 	First	 	 	 	 	 	Hire	 	Grant	 	Stock	 	Exercise	 	Option	 	Expiration	 	Options
	Name	 	Name	 	Department	 	Title	 	Date	 	Date	 	Options	 	Price	 	Number	 	Date	 	Per Empl
	Lewis
	 	Jared	 	 	 	 	 	 	 	 	 	 	7/1/2005	 	 	 	5,000	 	 	$	0.05	 	 	HO-200	 	 	6/30/2015	 	 	 	 	 
	Lewis
	 	Jared	 	 	 	 	 	 	 	 	 	 	2/1/2006	 	 	 	50,000	 	 	$	0.05	 	 	HO-256	 	 	2/28/2016	 	 	 	110,000	 
	Liew
	 	Weng	 	Operations	 	Network Provisioning Manager	 	 	2/24/2007	 	 	 	5/1/2007	 	 	 	30,000	 	 	$	0.05	 	 	HO-288	 	 	4/30/2017	 	 	 	30,000	 
	Little
	 	Jason	 	Operations	 	Field Operations Mgr -        Las Vegas	 	 	8/20/2007	 	 	 	10/1/2007	 	 	 	25,500	 	 	$	0.05	 	 	HO-314	 	 	9/30/2017	 	 	 	25,500	 
	List
	 	Samantha	 	Sales & Marketing	 	Sales Operations Coordinator	 	 	1/2/2010	 	 	 	4/1/2010	 	 	 	12,750	 	 	$	0.05	 	 	HO-359	 	 	3/31/2020	 	 	 	12,750	 
	Meade
	 	Mitchell	 	Operations	 	Noc Technician	 	 	1/5/2009	 	 	 	4/1/2009	 	 	 	12,750	 	 	$	0.05	 	 	HO-349	 	 	3/31/2019	 	 	 	12,750	 
	Minkley
	 	Christopher	 	Operations	 	Field Network Tech	 	 	9/1/2004	 	 	 	10/1/2004	 	 	 	12,750	 	 	$	0.05	 	 	HO-162	 	 	9/30/2014	 	 	 	 	 
	Minkley
	 	Christopher	 	 	 	 	 	 	 	 	 	 	7/1/2005	 	 	 	2,000	 	 	$	0.05	 	 	HO-229	 	 	6/30/2015	 	 	 	14,750	 
	Moon
	 	Adam	 	Operations	 	NOC Manager	 	 	2/24/2007	 	 	 	8/1/2007	 	 	 	25,500	 	 	$	0.05	 	 	HO-302	 	 	7/31/2017	 	 	 	25,500	 
	Nesser
	 	Michelle	 	Finance	 	Sr Financial Analyst	 	 	9/4/2007	 	 	 	10/1/2007	 	 	 	25,500	 	 	$	0.05	 	 	HO-316	 	 	9/30/2017	 	 	 	25,500	 
	Niedopytalskl
	 	Todd	 	Finance	 	Accounts Payable Coordinator	 	 	6/1/2005	 	 	 	7/1/2005	 	 	 	12,750	 	 	$	0.05	 	 	HO-186	 	 	6/30/2015	 	 	 	12,750	 
	Nighan
	 	Michael	 	Legal & Regulatory	 	Sr Director Regulatory Affairs & Cont Mgt	 	 	10/17/2005	 	 	 	1/1/2006	 	 	 	59,500	 	 	$	0.05	 	 	HO-238	 	 	12/30/2016	 	 	 	59,500	 
	Payrow
	 	Dariush	 	Sales & Marketing	 	National Acct Exec - Enterprise Sales	 	 	9/1/2004	 	 	 	10/1/2004	 	 	 	25,500	 	 	$	0.05	 	 	HO-164	 	 	9/30/2014	 	 	 	 	 
	Payrow
	 	Dariush	 	 	 	 	 	 	 	 	 	 	7/1/2005	 	 	 	2,500	 	 	$	0.05	 	 	HO-216	 	 	6/30/2015	 	 	 	 	 
	Payrow
	 	Dariush	 	 	 	 	 	 	 	 	 	 	4/1/2009	 	 	 	50,000	 	 	$	0.05	 	 	HO-351	 	 	3/31/2019	 	 	 	78,000	 
	Pena
	 	Luis	 	Operations	 	Provisioning Project Lead	 	 	3/16/2010	 	 	 	4/1/2010	 	 	 	12,750	 	 	$	0.05	 	 	HO-364	 	 	3/31/2020	 	 	 	12,750	 
	Poole
	 	Pamela	 	Operations	 	Operations Project Coordinator	 	 	9/1/2004	 	 	 	10/1/2004	 	 	 	25,500	 	 	$	0.05	 	 	HO-185	 	 	9/30/2014	 	 	 	 	 
	Poole
	 	Pamela	 	 	 	 	 	 	 	 	 	 	7/1/2005	 	 	 	1,000	 	 	$	0.05	 	 	HO-217	 	 	6/30/2015	 	 	 	26,500	 
	Ramachandran
	 	Gita	 	SRM	 	CFO	 	 	8/1/2000	 	 	 	5/14/2004	 	 	 	6,000	 	 	$	0.05	 	 	HO-107	 	 	12/31/2012	 	 	 	 	 
	Ramachandran
	 	Gita	 	 	 	 	 	 	 	 	 	 	10/1/2004	 	 	 	400,000	 	 	$	0.05	 	 	HO-142	 	 	9/30/2014	 	 	 	 	 
	Ramachandran
	 	Gita	 	 	 	 	 	 	 	 	 	 	7/1/2005	 	 	 	75,000	 	 	$	0.05	 	 	HO-204	 	 	6/30/2015	 	 	 	 	 
	Ramachandran
	 	Gita	 	 	 	 	 	 	 	 	 	 	2/1/2006	 	 	 	100,000	 	 	$	0.05	 	 	HO-247	 	 	2/28/2016	 	 	 	581,000	 
	Raub
	 	David	 	Operations	 	Network Engineer	 	 	2/24/2007	 	 	 	8/1/2007	 	 	 	12,750	 	 	$	0.05	 	 	HO-303	 	 	7/31/2017	 	 	 	12,750	 
	Rosato
	 	Mike	 	Sales & Marketing	 	Sr Director Carrier Sales	 	 	3/22/2004	 	 	 	7/21/2004	 	 	 	50,000	 	 	$	0.05	 	 	HO-116	 	 	7/20/2014	 	 	 	 	 
	Rosato
	 	Mike	 	 	 	 	 	 	 	 	 	 	7/1/2005	 	 	 	5,000	 	 	$	0.05	 	 	HO-206	 	 	6/30/2015	 	 	 	 	 
	Rosato
	 	Mike	 	 	 	 	 	 	 	 	 	 	2/1/2008	 	 	 	50,000	 	 	$	0.05	 	 	HO-258	 	 	2/28/2016	 	 	 	105,000	 
	Rusin
	 	David	 	SRM	 	CEO/President	 	 	 	 	 	 	2/1/2006	 	 	 	1,000,000	 	 	$	0.05	 	 	HO-246	 	 	2/28/2016	 	 	 	1,000,000	 
	Seglem
	 	Jeffrey	 	Operations	 	Field Operations Mgr - Boise	 	 	2/24/2007	 	 	 	5/1/2007	 	 	 	30,000	 	 	$	0.05	 	 	HO-285	 	 	4/30/2017	 	 	 	30,000	 
	Smith
	 	Michael	 	Operations	 	Provisioning Project Lead	 	 	8/2/2008	 	 	 	10/1/2008	 	 	 	12,750	 	 	$	0.05	 	 	HO-346	 	 	9/30/2018	 	 	 	12,750	 
	Stacey
	 	Mark	 	Operations	 	Field Operations Mgr - Nashville	 	 	7/8/2002	 	 	 	5/14/2004	 	 	 	20,000	 	 	$	0.05	 	 	HO-101	 	 	8/19/2012	 	 	 	 	 
	Stacey
	 	Mark	 	 	 	 	 	 	 	 	 	 	5/14/2004	 	 	 	5,000	 	 	$	0.05	 	 	HO-102	 	 	12/31/2012	 	 	 	 	 
	Stacey
	 	Mark	 	 	 	 	 	 	 	 	 	 	10/1/2004	 	 	 	7,500	 	 	$	0.05	 	 	HO-145	 	 	9/30/2014	 	 	 	 	 
	Stacey
	 	Mark	 	 	 	 	 	 	 	 	 	 	7/1/2005	 	 	 	2,500	 	 	$	0.05	 	 	HO-207	 	 	6/30/2015	 	 	 	35,000	 
	Starks
	 	Darren	 	Operations	 	Field Network Tech	 	 	12/3/2007	 	 	 	1/2/2008	 	 	 	12,750	 	 	$	0.05	 	 	HO-321	 	 	1/1/2018	 	 	 	12,750	 
	Swan
	 	Thomas	 	Operations	 	Noc Technician	 	 	7/16/2007	 	 	 	10/1/2007	 	 	 	12,750	 	 	$	0.05	 	 	HO-308	 	 	9/30/2017	 	 	 	12,750	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Granted	 	 	 	 	 	 	 	 	 	 	 	 	 	Total
	Last	 	First	 	 	 	 	 	Hire	 	Grant	 	Stock	 	Exercise	 	Option	 	Expiration	 	Options
	Name	 	Name	 	Department	 	Title	 	Date	 	Date	 	Options	 	Price	 	Number	 	Date	 	Per Empl
	Swinks
	 	Julius	 	Operations	 	Field Network Technician	 	 	7/6/2009	 	 	 	10/1/2009	 	 	 	12,750	 	 	$	0.05	 	 	HO-355	 	 	9/30/2019	 	 	 	12,750	 
	Templeton
	 	Kathy	 	Finance	 	Billing Analyst	 	 	2/24/2007	 	 	 	8/1/2007	 	 	 	25,500	 	 	$	0.05	 	 	HO-300	 	 	7/31/2017	 	 	 	25,500	 
	Terrell
	 	Alexander	 	Operations	 	Noc Technician	 	 	2/24/2007	 	 	 	8/1/2007	 	 	 	12,750	 	 	$	0.05	 	 	HO-298	 	 	7/31/2017	 	 	 	12,750	 
	Toltzman
	 	Robert	 	Operations	 	Director Field Operations - Western Region	 	 	2/24/2007	 	 	 	5/1/2007	 	 	 	59,500	 	 	$	0.05	 	 	HO-287	 	 	4/30/2017	 	 	 	59.500	 
	Toscano
	 	Robert	 	IT	 	IT Director	 	 	8/22/2008	 	 	 	10/1/2008	 	 	 	42,500	 	 	$	0.05	 	 	HO-343	 	 	9/30/2018	 	 	 	42,500	 
	Towns
	 	Brian	 	Operations	 	Field Network Technician	 	 	3/15/2010	 	 	 	4/1/2010	 	 	 	12,750	 	 	$	0.05	 	 	HO-362	 	 	3/31/2020	 	 	 	12,750	 
	VanDeBogart
	 	Jeremy	 	Operations	 	Field Network Technician	 	 	4/14/2008	 	 	 	7/1/2008	 	 	 	12,750	 	 	$	0.05	 	 	HO-337	 	 	6/30/2018	 	 	 	12,750	 
	VanPatten
	 	Marcelle	 	Sales & Marketing	 	Carrier Market Development Manager	 	 	1/1/2009	 	 	 	4/1/2009	 	 	 	25,500	 	 	$	0.05	 	 	HO-348	 	 	3/31/2019	 	 	 	25,500	 
	Williams
	 	Jeffrey	 	Sales & Marketing	 	VP National Enterprise Sales	 	 	8/18/2008	 	 	 	10/1/2008	 	 	 	59,500	 	 	$	0.05	 	 	HO-344	 	 	9/30/2018	 	 	 	59,500	 
	Wimmersledt
	 	Edward	 	Operations	 	Sr. Provisioning Project Lead	 	 	9/1/2004	 	 	 	10/1/2004	 	 	 	25,500	 	 	$	0.05	 	 	HO-172	 	 	9/30/2014	 	 	 	 	 
	Wimmerstedt
	 	Edward	 	 	 	 	 	 	 	 	 	 	7/1/2005	 	 	 	2,500	 	 	$	0.05	 	 	HO-223	 	 	6/30/2015	 	 	 	28,000	 
	Wood
	 	Brent	 	Sales & Marketing	 	Sales Engineer	 	 	7/10/2006	 	 	 	10/1/2006	 	 	 	25,500	 	 	$	0.05	 	 	HO- 271	 	 	9/30/2016	 	 	 	25,500	 
	Woods
	 	Michael	 	Operations	 	Noc Technician	 	 	1/11/2010	 	 	 	4/1/2010	 	 	 	12,750	 	 	$	0.05	 	 	HO-360	 	 	3/31/2020	 	 	 	12,750	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Employee’s Total
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	6,401,500	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	6,401,500	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Board of Directors
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Rusin
	 	David	 	 	 	 	 	 	 	 	 	 	1/2/2005	 	 	 	250,000	 	 	$	0.05	 	 	HO-176	 	 	1/1/2015	 	 	 	 	 
	Rusin
	 	David	 	 	 	 	 	 	 	 	 	 	1/2/2006	 	 	 	50,000	 	 	$	0.05	 	 	HO-241	 	 	1/1/2016	 	 	 	 	 
	Rusin
	 	David	 	 	 	 	 	 	 	 	 	 	1/2/2007	 	 	 	50,000	 	 	$	0.05	 	 	HO-276	 	 	1/1/2017	 	 	 	350,000	 
	Drazan
	 	Jeffrey	 	 	 	 	 	 	 	 	 	 	1/2/2005	 	 	 	250,000	 	 	$	0.05	 	 	HO-177	 	 	1/1/2015	 	 	 	 	 
	Drazan
	 	Jeffrey	 	 	 	 	 	 	 	 	 	 	1/2/2006	 	 	 	50,000	 	 	$	0.05	 	 	HO-242	 	 	1/1/2016	 	 	 	 	 
	Drazan
	 	Jeffrey	 	 	 	 	 	 	 	 	 	 	1/2/2007	 	 	 	50,000	 	 	$	0.05	 	 	HO-277	 	 	1/1/2017	 	 	 	350,000	 
	North Atlantic
Venture Fund III
	 	 	 	 	 	 	 	 	 	 	 	 	1/2/2005	 	 	 	250,000	 	 	$	0.05	 	 	HO-179	 	 	1/1/2015	 	 	 	 	 
	North Atlantic
Venture Fund III
	 	 	 	 	 	 	 	 	 	 	 	 	1/2/2008	 	 	 	50,000	 	 	$	0.05	 	 	HO-266	 	 	1/1/2016	 	 	 	 	 
	North Atlantic
Venture Fund III
	 	 	 	 	 	 	 	 	 	 	 	 	1/2/2007	 	 	 	50,000	 	 	$	0.05	 	 	HO-279	 	 	1/1/2017	 	 	 	350,000	 
	Ingalls, Jr.
	 	Robert	 	 	 	 	 	 	 	 	 	 	1/2/2005	 	 	 	250,000	 	 	$	0.05	 	 	HO-180	 	 	1/1/2015	 	 	 	 	 
	Ingalls, Jr.
	 	Robert	 	 	 	 	 	 	 	 	 	 	1/2/2006	 	 	 	50,000	 	 	$	0.05	 	 	HO-245	 	 	1/1/2016	 	 	 	 	 
	Ingalls, Jr.
	 	Robert	 	 	 	 	 	 	 	 	 	 	1/2/2007	 	 	 	50,000	 	 	$	0.05	 	 	HO-280	 	 	1/1/2017	 	 	 	350,000	 
	Total Board
of Directors
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1,400,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1,400,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Granted
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	7,801,500	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	7,801,500	 






 









 





Section 5.26 A

Employee Information




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Vacation/PTO	 	Commissions	 	Bonus Earned
	 	 	 	 	 	 	 	 	 	 	 	 	Hourly/	 	Salary as of	 	time as of	 	Earned 1/1/09	 	1/1/09 thru
	Last Name	 	First Name	 	Department	 	Title	 	Hire Date	 	Salary	 	5/31/10	 	5/31/10	 	thru 12/31/09	 	12/31/09
	BARRON
	 	JOSH M	 	BOISE      IT	 	SYSTEM ADMINISTRATOR	 	 	02/24/2007	 	 	 	S	 	 	$	50,978	 	 	$	1,961	 	 	 	 	 	 	 	7,420	 
	BYANE JR
	 	JAMES F	 	BOISE SALES	 	NATL ACCT EXE ENTERPRISE SALES	 	 	04/06/2009	 	 	 	S	 	 	$	65,000	 	 	 	3,187	 	 	 	20,064	 	 	 	1,115	 
	DANCHAK
	 	DAVID N	 	CEO CORPORATE DEV	 	SR VP CORPORATE DEVELOPMENT	 	 	04/19/2000	 	 	 	S	 	 	$	186,524	 	 	 	13,989	 	 	 	 	 	 	 	88,460	 
	RUSIN
	 	DAVID G	 	CEO CORPORATE DEV	 	CHIEF EXECUTIVE OFFICER	 	 	04/13/2000	 	 	 	S	 	 	$	236,250	 	 	 	13,630	 	 	 	 	 	 	 	108,380	 
	BARCLAY
	 	SHANITA M	 	FINANCE	 	CAPITAL & PROJECT ACCOUNTANT	 	 	01/12/2009	 	 	 	S	 	 	$	60,900	 	 	 	3,162	 	 	 	 	 	 	 	6,420	 
	CONSTABLE
	 	MARTIN      F	 	FINANCE	 	FINANCE DIRECTOR	 	 	06/21/2000	 	 	 	S	 	 	$	96,618	 	 	 	7,246	 	 	 	 	 	 	 	10,700	 
	FLYNN
	 	JEFFRY E	 	FINANCE	 	FINANCE DIRECTOR	 	 	07/05/2006	 	 	 	S	 	 	$	115,000	 	 	 	7,962	 	 	 	 	 	 	 	10,700	 
	FOVEL
	 	DAVID L	 	FINANCE	 	COST OF ACCESS MGR	 	 	05/23/2007	 	 	 	S	 	 	$	71,984	 	 	 	2,492	 	 	 	 	 	 	 	6,420	 
	NESSER
	 	MICHELLE E	 	FINANCE	 	SR FINANCIAL ANALYST	 	 	09/04/2007	 	 	 	S	 	 	$	56,927	 	 	 	3,065	 	 	 	 	 	 	 	9,920	 
	NIEDOPYTALSKI
	 	TODD	 	FINANCE	 	ACCOUNTS PAYABLE COORDINATOR	 	 	06/01/2005	 	 	 	S	 	 	$	40,365	 	 	 	2,639	 	 	 	 	 	 	 	3,745	 
	RAMACHANDRAN
	 	GITA	 	FINANCE	 	CHIEF FINANCIAL OFFICER	 	 	08/01/2000	 	 	 	S	 	 	$	212,555	 	 	 	7,358	 	 	 	 	 	 	 	118,380	 
	BAILEY
	 	HOLLY R	 	FINANCE - BILLING	 	CONTROLLER	 	 	02/24/2007	 	 	 	S	 	 	$	90,000	 	 	 	6,577	 	 	 	 	 	 	 	16,050	 
	TEMPLETON
	 	KATHERINE	 	FINANCE - BILLING	 	BILLING ANALYST	 	 	02/24/2007	 	 	 	S	 	 	$	49,410	 	 	 	3,421	 	 	 	 	 	 	 	3,745	 
	CARACCI
	 	CHRISTINE M	 	HR	 	HUMAN RESOURCE DIRECTOR	 	 	08/22/2005	 	 	 	S	 	 	$	80,589	 	 	 	4,649	 	 	 	 	 	 	 	10,700	 
	FITZMAURICE
	 	LYNDSAY N	 	HR	 	HUMAN RESOURCE COORDINATOR	 	 	10/29/2007	 	 	 	S	 	 	$	44,437	 	 	 	2,393	 	 	 	 	 	 	 	3,745	 
	FREDERICKSON
	 	JARED E	 	IT	 	SYSTEM ADMINISTRATOR	 	 	06/16/2008	 	 	 	S	 	 	$	52,000	 	 	 	2,150	 	 	 	 	 	 	 	8,420	 
	TOSCANO
	 	ROBERT J	 	IT	 	IT DIRECTOR	 	 	08/25/2008	 	 	 	S	 	 	$	83,208	 	 	 	4,640	 	 	 	 	 	 	 	10,700	 
	ALLENTOFF
	 	MICHAEL	 	LEGAL	 	LEGAL & REG COORDINATOR	 	 	02/18/2008	 	 	 	S	 	 	$	60,000	 	 	 	2,625	 	 	 	 	 	 	 	6,921	 
	FRANKIEWICH
	 	BRUCE      T	 	LEGAL	 	GENERAL COUNCIL & VP REGULATOR	 	 	11/13/2000	 	 	 	S	 	 	$	158,067	 	 	 	10,335	 	 	 	 	 	 	 	78,540	 
	NIGHAN
	 	MICHAEL J	 	LEGAL	 	SR DIR REGULATORY & CONTRACTS	 	 	10/17/2005	 	 	 	S	 	 	$	85,273	 	 	 	6,395	 	 	 	 	 	 	 	10,700	 
	BROOKS
	 	SUSAN H	 	MARKET OPS	 	NETWORK COORDINATOR	 	 	11/16/2006	 	 	 	S	 	 	$	48,576	 	 	 	3,176	 	 	 	 	 	 	 	2,300	 
	COYLE
	 	RICHARD J	 	MARKET OPS	 	SR VP OPERATIONS	 	 	02/24/2007	 	 	 	S	 	 	$	203,963	 	 	 	13,336	 	 	 	 	 	 	 	76,508	 
	CURTIS
	 	ALAN	 	MARKET OPS	 	NETWORK OPERATIONS MANAGER	 	 	09/01/2004	 	 	 	S	 	 	$	86,700	 	 	 	6,002	 	 	 	 	 	 	 	6,420	 
	D’ANGELO
	 	DONALD V	 	MARKET OPS	 	NETWORK DESIGN ENGINEER	 	 	02/24/2007	 	 	 	S	 	 	$	76,500	 	 	 	5,296	 	 	 	 	 	 	 	6,420	 
	HARGRAVE
	 	EARL	 	MARKET OPS	 	DIRECTOR FIELD OPERATIONS	 	 	09/01/2004	 	 	 	S	 	 	$	90,227	 	 	 	5,726	 	 	 	 	 	 	 	10,700	 
	HATCHER
	 	RICKY B	 	MARKET OPS	 	NETWORK TECHNICIAN	 	 	12/03/2007	 	 	 	H	 	 	$	46,675	 	 	 	2,872	 	 	 	 	 	 	 	2,675	 
	LEWIS
	 	JARED M	 	MARKET OPS	 	EXEC DIR NETWORK SERVICES	 	 	11/17/2003	 	 	 	S	 	 	$	109,180	 	 	 	7,559	 	 	 	 	 	 	 	16,050	 
	MINKLEY
	 	CHRISTOPHER R	 	MARKET OPS	 	NETWORK TECHNICIAN	 	 	09/01/2004	 	 	 	H	 	 	$	58,344	 	 	 	3,703	 	 	 	 	 	 	 	3,745	 
	POOLE
	 	PAMELA L	 	MARKET OPS	 	OPERATIONS PROJ COORDINATOR	 	 	09/01/2004	 	 	 	S	 	 	$	44,557	 	 	 	2,913	 	 	 	 	 	 	 	2,675	 
	RAUB
	 	DAVID C	 	MARKET OPS	 	NETWORK ENGINEER	 	 	04/23/2007	 	 	 	S	 	 	$	56,100	 	 	 	1,942	 	 	 	 	 	 	 	6,420	 
	STARKS
	 	DARREN K	 	MARKET OPS	 	NETWORK TECHNICIAN	 	 	12/03/2007	 	 	 	H	 	 	$	43,493	 	 	 	2,791	 	 	 	 	 	 	 	2,675	 
	SWINKS III
	 	JULIUS B	 	MARKET OPS	 	NETWORK TECHNICIAN	 	 	07/06/2009	 	 	 	H	 	 	$	52,000	 	 	 	2,725	 	 	 	 	 	 	 	1,115	 
	TOWNS
	 	BRIAN	 	MARKET OPS	 	FIBER OPTIC TECHNICIAN	 	 	03/15/2010	 	 	 	H	 	 	$	42,000	 	 	 	2,282	 	 	 	 	 	 	 	—	 
	WIMMERSTEOT
	 	EDWARD	 	MARKET OPS	 	PROVISIONING PROJECT LEAD	 	 	09/01/2004	 	 	 	S	 	 	$	68,834	 	 	 	4,765	 	 	 	 	 	 	 	2,675	 
	BARNETT
	 	AARON V	 	MARKET OPS - BOISE	 	NOC TECHNICIAN	 	 	04/21/2008	 	 	 	H	 	 	$	32,302	 	 	 	1,522	 	 	 	 	 	 	 	2,675	 
	GEARY
	 	MATTHEW W	 	MARKET OPS - BOISE	 	NOC TECHNICIAN	 	 	02/24/2007	 	 	 	H	 	 	$	39,728	 	 	 	840	 	 	 	 	 	 	 	2,675	 
	JONES
	 	CHAD J	 	MARKET OPS - BOISE	 	NETWORK ENGINEERING MANAGER	 	 	02/24/2007	 	 	 	S	 	 	$	77,040	 	 	 	4,148	 	 	 	 	 	 	 	6,420	 
	LIEW
	 	WENG T	 	MARKET OPS - BOISE	 	NETWORK PROVISIONING MGR	 	 	02/24/2007	 	 	 	S	 	 	$	87,840	 	 	 	6,250	 	 	 	 	 	 	 	6,420	 
	MEADE
	 	MITCHELL J	 	MARKET OPS - BOISE	 	NOC TECHNICIAN	 	 	01/05/2009	 	 	 	H	 	 	$	32,302	 	 	 	1,040	 	 	 	 	 	 	 	2,675	 
	MOON
	 	ADAM R	 	MARKET OPS - BOISE	 	NOC MANAGER	 	 	02/24/2007	 	 	 	S	 	 	$	56,784	 	 	 	4,750	 	 	 	 	 	 	 	9,920	 
	SEGLEM
	 	JEFFERY C	 	MARKET OPS - BOISE	 	FIELD OPERATIONS MANAGER	 	 	02/24/2007	 	 	 	S	 	 	$	75,710	 	 	 	5,533	 	 	 	 	 	 	 	6,420	 
	SMITH
	 	MICHAEL T	 	MARKET OPS - BOISE	 	PROVISIONING PROJECT LEAD	 	 	09/02/2008	 	 	 	S	 	 	$	43,988	 	 	 	3,045	 	 	 	 	 	 	 	2,675	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Vacation/PTO	 	Commissions	 	Bonus Earned
	 	 	 	 	 	 	 	 	 	 	 	 	Hourly/	 	Salary as of	 	time as of	 	Earned 1/1/09	 	1/1/09 thru
	Last Name	 	First Name	 	Department	 	Title	 	Hire Date	 	Salary	 	5/31/10	 	5/31/10	 	thru 12/31/09	 	12/31/09
	SWAN
	 	THOMAS L	 	MARKET OPS - BOISE	 	NOC TECHNICIAN	 	 	07/16/2007	 	 	 	H	 	 	$	36,005	 	 	 	1,904	 	 	 	 	 	 	 	2,675	 
	TERRELL
	 	ALEXANDER I	 	MARKET OPS - BOISE	 	NOC TECHNICIAN	 	 	02/24/2007	 	 	 	H	 	 	$	55,120	 	 	 	1,603	 	 	 	 	 	 	 	3,745	 
	VAN DE BOGART
	 	JEREMY J	 	MARKET OPS - BOISE	 	NETWORK TECHNICIAN	 	 	04/14/2008	 	 	 	S	 	 	$	47,610	 	 	 	2,197	 	 	 	 	 	 	 	2,675	 
	WOODS
	 	MICHAEL	 	MARKET OPS         - BOISE	 	NOC TECHNICIAN	 	 	01/11/2010	 	 	 	H	 	 	$	31,200	 	 	 	2,010	 	 	 	 	 	 	 	—	 
	DAVIS
	 	DWIGHT W	 	MARKET OPS - MO	 	FIELD OPERATIONS MANAGER	 	 	04/18/2005	 	 	 	S	 	 	$	68,381	 	 	 	4,997	 	 	 	 	 	 	 	6,420	 
	DENNIS
	 	DANNY D	 	MARKET OPS - MO	 	NETWORK TECHNICIAN	 	 	05/27/2008	 	 	 	S	 	 	$	38,110	 	 	 	2,950	 	 	 	 	 	 	 	2,300	 
	CHRISTENSEN
	 	DEAN SCOTT	 	MARKET OPS - NV	 	FIELD OPERATIONS  MANAGER	 	 	04/01/2008	 	 	 	S	 	 	$	62,100	 	 	 	5,255	 	 	 	 	 	 	 	6,420	 
	BASISTA
	 	BRYCE A	 	MARKET OPS        - OH	 	FIELD OPERATIONS MANAGER	 	 	04/03/2006	 	 	 	S	 	 	$	68,973	 	 	 	5,040	 	 	 	 	 	 	 	6,420	 
	STACEY
	 	MARK E	 	MARKET OPS -TN	 	FIELD OPERATIONS MANAGER	 	 	07/08/2002	 	 	 	S	 	 	$	67,394	 	 	 	5,184	 	 	 	 	 	 	 	6,420	 
	LARSEN
	 	TIM B	 	MARKET OPS - UT	 	FIELD OPERATIONS MANAGER	 	 	06/10/2002	 	 	 	S	 	 	$	75,729	 	 	 	4,369	 	 	 	 	 	 	 	6,420	 
	ANDERSON
	 	JEFFERY L	 	MARKET OPS VEGAS	 	NETWORK OPERATIONS MANAGER	 	 	02/19/2008	 	 	 	S	 	 	$	85,000	 	 	 	7,029	 	 	 	7,620	 	 	 	2,487	 
	FRENCH
	 	SAMANTHA M	 	MARKET OPS VEGAS	 	OPERATIONS PROJ COORDINATOR	 	 	04/01/2009	 	 	 	S	 	 	$	43,470	 	 	 	2,759	 	 	 	 	 	 	 	4,506	 
	LEWIS
	 	BRENDEN P	 	MARKET OPS VEGAS	 	NETWORK TECHNICIAN	 	 	08/26/2009	 	 	 	S	 	 	$	50,000	 	 	 	4,231	 	 	 	 	 	 	 	892	 
	UTTLE
	 	JASON D	 	MARKET OPS VEGAS	 	FIELD OPERATIONS MANAGER	 	 	08/20/2007	 	 	 	S	 	 	$	76,768	 	 	 	5,315	 	 	 	 	 	 	 	9,420	 
	PENA
	 	LUIS	 	MARKET OPS VEGAS	 	PROVISIONING PROJECT LEAD	 	 	03/16/2010	 	 	 	S	 	 	$	46,000	 	 	 	2,322	 	 	 	 	 	 	 	—	 
	TOLTZMAN
	 	ROBERT J	 	MARKET OPS VEGAS	 	DIRECTOR FIELD OPERATIONS	 	 	02/24/2007	 	 	 	S	 	 	$	96,979	 	 	 	6,341	 	 	 	 	 	 	 	12,950	 
	CIMINELLI
	 	WILLIAM JOHN	 	SALES	 	VP NETWORK SVC & MARKETING	 	 	01/06/2003	 	 	 	S	 	 	$	136,216	 	 	 	8,121	 	 	 	 	 	 	 	9,950	 
	D’ANGELO
	 	MICHAEL A	 	SALES	 	SR VP SALES & MARKETING	 	 	02/23/2004	 	 	 	S	 	 	$	155,605	 	 	 	10,473	 	 	 	97,369	 	 	 	28,700	 
	DEBALSO
	 	STEVEN A	 	SALES	 	SOLUTIONS SALES ENGINEER	 	 	09/24/2007	 	 	 	S	 	 	$	80,000	 	 	 	5,077	 	 	 	14,009	 	 	 	3,483	 
	DECHALAIS
	 	CHRISTINE A	 	SALES	 	CUSTOMER SVC REPRESENTATIVE	 	 	12/11/2006	 	 	 	S	 	 	$	36,225	 	 	 	2,090	 	 	 	128	 	 	 	2,675	 
	GAFFNEY
	 	TIMOTHY M	 	SALES	 	DIRECTOR CARRIER SALES	 	 	8/6/2007	 	 	 	S	 	 	$	85,000	 	 	 	4,250	 	 	 	133,793	 	 	 	10,700	 
	GASPER
	 	JEFFREY S	 	SALES	 	DIRECTOR CARRIER SALES	 	 	07/12/2004	 	 	 	S	 	 	$	85,150	 	 	 	6,059	 	 	 	133,793	 	 	 	10,700	 
	HILSHEIMER
	 	MARK D	 	SALES	 	SOLUTIONS SALES ENGINEER	 	 	03/27/2006	 	 	 	S	 	 	$	85,000	 	 	 	4,904	 	 	 	391	 	 	 	6,875	 
	list
	 	SAMANTHA R	 	SALES	 	SALES OPERATIONS COORDINATOR	 	 	09/02/2008	 	 	 	H	 	 	$	24,940	 	 	 	240	 	 	 	 	 	 	 	965	 
	PAYROW
	 	DARIUSH A	 	SALES	 	NATL ACCT EXE ENTERPRISE SALES	 	 	09/01/2004	 	 	 	S	 	 	$	67,000	 	 	 	5,025	 	 	 	47,304	 	 	 	5,920	 
	ROSATO
	 	MICHAEL R	 	SALES	 	DIRECTOR CARRIER SALES	 	 	03/22/2004	 	 	 	S	 	 	$	86,349	 	 	 	6,476	 	 	 	133,793	 	 	 	9,950	 
	VAN PATTEN
	 	MARCELLE	 	SALES	 	CARRIER MKT DEVELOPMENT MGR	 	 	01/01/2009	 	 	 	S	 	 	$	47,251	 	 	 	2,408	 	 	 	 	 	 	 	3,745	 
	WILLIAMS
	 	JEFFREY F	 	SALES	 	VP NATIONAL ENTERPRISE SALES	 	 	8/18/2008	 	 	 	S	 	 	$	120,000	 	 	 	8,135	 	 	 	28,249	 	 	 	11,550	 
	WOOD
	 	DAVID BRENT	 	SALES	 	SOLUTIONS SALES ENGINEER	 	 	07/10/2006	 	 	 	S	 	 	$	80,984	 	 	 	6,541	 	 	 	14,009	 	 	 	3,483	 
	BELLINGER
	 	TERRANCE  L	 	SALES-MO	 	NATL ACCT EXE ENTERPRISE SALES	 	 	08/03/2009	 	 	 	S	 	 	$	74,999	 	 	 	6,346	 	 	 	12,000	 	 	 	500	 
	DUERDEN
	 	SCOTT	 	SLC SALES	 	NATL ACCT EXE ENTERPRISE SALES	 	 	02/01/2010	 	 	 	S	 	 	$	72,500	 	 	 	3,904	 	 	 	 	 	 	 	 	 
	KINSELLA
	 	EDWARD  M	 	VEGAS SALES	 	NATL ACCT EXE ENTERPRISE SALES	 	 	07/09/2007	 	 	 	S	 	 	$	85,000	 	 	 	6,212	 	 	 	34,366	 	 	 	5,970	 
	TOTALS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	5,639,985	 	 	$	351,859	 	 	$	676,887	 	 	$	890,355	 







 












 





Schedule 5.26B
— Former Employees 




COBRA




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Employee Name	 	Total Amount	 	AFS Coverage	 	Benefit Type	 	Start Date	 	End Date	 	 
	 
	Conrad, Mark

	 	 	91.34	 	 	 	58.21	 	 	Dental
	 	9/2/2009
	 	2/1/2011	 	 
	Brache, Amiro

	 	 	91.34	 	 	 	58.21	 	 	Dental
	 	3/1/2010
	 	8/31/2011	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	COBRA for Surviving Spouse of Shawn
	Olson, Jennifer

	 	 	92.01	 	 	 	0.00	 	 	Dental
	 	9/1/2009
	 	8/31/2012
	 	Olson






 









 






	 	 	 	 	 

	Schedule 5.26 (g)

	 	Key	 	 
	Terminations

	 	V
	 	Voluntary
	January 1, 2007 — June 21, 2010

	 	IV
	 	Involuntary
	 

	 	RIF
	 	Reduction in Force






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Last Name	 	First Name	 	Department	 	Location	 	Title	 	Hire Date	 	Term Date	 	Salary	 	 	Reason
	 
	Abel
	 	Darlene	 	Operations	 	Rochester	 	VP Cost of Access	 	11/6/00	 	12/31/07	 	$	131,237	 	 	V
	Barnett
	 	Larry	 	Operations	 	Reno	 	Field Ops Mgr - Reno	 	1/22/08	 	2/22/08	 	$	60,000	 	 	V
	Berka
	 	Scott	 	Sales	 	Boise	 	Director, Carrier Sales	 	2/24/07	 	8/1/07	 	$	80,000	 	 	RIF
	Bestler
	 	Brian	 	Operations	 	Las Vegas	 	Sr. Fiber Optic Technician	 	2/24/07	 	2/8/10	 	$	66,830	 	 	IV
	Bevels
	 	James H	 	Operations	 	Atlanta	 	Senior Network Technician	 	9/1/04	 	1/23/09	 	$	78,790	 	 	IV
	Blanton III
	 	James	 	Operations	 	Atlanta	 	Sr. Telecommunications Technician	 	9/1/04	 	6/11/07	 	$	65,021	 	 	IV
	Brache
	 	Amiro	 	Sales	 	Rochester	 	VP of Marketing	 	3/29/04	 	10/30/09	 	$	125,734	 	 	RIF
	Brewer
	 	Elizabeth	 	Sales	 	Atlanta	 	National Account Manager	 	7/6/06	 	12/12/08	 	$	80,979	 	 	V
	Brixey
	 	Greg	 	Operations	 	Boise	 	Network Technician - VoIP	 	5/27/08	 	7/23/08	 	$	38,000	 	 	V
	Buell
	 	John	 	Operations	 	Rochester	 	Network Engineer	 	7/21/00	 	5/27/08	 	$	80,407	 	 	IV
	Cain
	 	Jon	 	Operations	 	Boise	 	Senior Programmer	 	2/24/07	 	8/14/07	 	$	65,500	 	 	V
	Callahan
	 	Markus	 	Sales	 	Rochester	 	Enterprise Sales	 	7/23/07	 	10/31/07	 	$	75,000	 	 	IV
	Carter
	 	David	 	Sales	 	Atlanta	 	National Account Manager	 	9/4/07	 	10/28/09	 	$	88,500	 	 	RIF
	Castle
	 	Nuju	 	Operations	 	Atlanta	 	Telecommunications Technician	 	10/2/06	 	6/29/07	 	$	33,010	 	 	V
	Conrad
	 	Donald Mark	 	Sales	 	Atlanta	 	Enterprise Sales Engineer	 	4/1/08	 	6/22/09	 	$	85,000	 	 	IV
	Dees
	 	Rachel	 	Sales	 	Salt Lake City	 	Nat’l Acct Exec Enterprise Sales	 	12/1/08	 	12/8/09	 	$	75,000	 	 	V
	Della Penna
	 	June	 	Operations	 	Las Vegas	 	Operations Proj. Coordinator	 	2/24/07	 	4/17/09	 	$	49,379	 	 	V
	Dennis
	 	Nicole	 	Operations	 	Atlanta	 	Billing Coordinator	 	7/18/06	 	2/23/07	 	$	58,500	 	 	Temp
	Dougal
	 	Brien	 	Operations	 	Boise	 	NOC Technician	 	2/24/07	 	4/29/09	 	$	38,376	 	 	V
	Durham
	 	Jared	 	Operations	 	Boise	 	Fiber OSP Engineer	 	2/24/07	 	4/5/07	 	$	42,000	 	 	RIF
	Eusterman
	 	Matthew	 	Sales	 	Boise	 	Nat’l Acct Exec Enterprise Sales	 	12/3/07	 	10/28/09	 	$	60,000	 	 	RIF
	Faulkner
	 	Christi	 	Operations	 	Atlanta	 	Billing Administrator	 	9/1/04	 	1/4/07	 	$	44,302	 	 	V
	Fowler
	 	Michael	 	Sales	 	Las Vegas	 	Nat’l Acct Exec Enterprise Sales	 	2/24/07	 	5/26/09	 	$	65,000	 	 	V
	Fyles
	 	Larlene	 	Finance	 	Rochester	 	Financial Analyst	 	8/13/07	 	1/31/08	 	$	47,000	 	 	IV
	Garnett
	 	Darryl	 	Operations	 	Atlanta	 	Network Operations Mgr (East)	 	9/1/04	 	2/24/09	 	$	86,043	 	 	IV
	Gilmore
	 	Grayson	 	Operations	 	Boise	 	NOC Technician	 	2/24/07	 	6/8/08	 	$	27,040	 	 	V
	Gipner
	 	David	 	Sales	 	Rochester	 	Manager Carrier Development	 	1/7/08	 	8/22/08	 	$	70,000	 	 	V
	Gray
	 	Jerry Lanny	 	Sales	 	Salt Lake City	 	Nat’l Acct Exec Enterprise Sales	 	1/2/08	 	7/8/08	 	$	87,000	 	 	V






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Last Name	 	First Name	 	Department	 	Location	 	Title	 	Hire Date	 	Term Date	 	Salary	 	 	Reason
	 
	Gross
	 	Terry	 	Operations	 	Atlanta	 	Field Data Engineer	 	8/21/06	 	10/5/07	 	$	62,400	 	 	V
	Groth
	 	Kevin	 	Sales	 	Atlanta	 	VP of National Enterprise Sales	 	4/30/07	 	8/12/08	 	$	120,000	 	 	IV
	Hackett
	 	Bradley	 	Sales	 	Atlanta	 	Director Carrier Development	 	9/18/06	 	12/7/07	 	$	55,000	 	 	V
	Harby
	 	Richard	 	IT	 	Rochester	 	IT Director	 	12/3/07	 	6/8/08	 	$	112,862	 	 	V
	Hardister
	 	Lisa	 	Finance	 	Boise	 	Director, Human Resources	 	2/24/07	 	3/15/07	 	$	55,000	 	 	RIF
	Hardy
	 	Dave	 	Operations	 	Boise	 	Customer Support	 	2/24/07	 	4/5/07	 	$	34,320	 	 	RIF
	Harmon
	 	Gerry	 	Operations	 	Boise	 	Circuit Provisioning Manager	 	2/24/07	 	4/5/07	 	$	57,000	 	 	RIF
	Hedrick
	 	Huntley	 	Operations	 	Rochester	 	Network Design Engineer	 	4/21/08	 	8/22/08	 	$	85,000	 	 	V
	Hein
	 	Holly	 	Sales	 	Rochester	 	Marketing Coordinator	 	4/7/08	 	8/31/09	 	$	39,409	 	 	IV
	Herbold
	 	Erik	 	Operations	 	Atlanta	 	Fiber Optic Technician	 	2/25/08	 	1/28/09	 	$	44,990	 	 	IV
	Hunt
	 	Derek	 	Operations	 	Boise	 	NOC Technician	 	2/24/07	 	3/16/07	 	$	31,200	 	 	RIF
	Kowal
	 	Jennifer	 	Sales	 	Rochester	 	Sales Operations Coordinator	 	3/3/05	 	11/10/09	 	$	34,238	 	 	V
	Laughlin
	 	Matthew	 	IT	 	Las Vegas	 	Systems Administrator	 	4/30/07	 	8/32/07	 	$	45,000	 	 	IV
	Laurent
	 	Anotte	 	Finance	 	Rochester	 	Finance Coordinator-PT	 	4/1/08	 	10/31/08	 	$	20,800	 	 	V
	Lawson
	 	Tami Jo	 	Operations	 	Boise	 	Billing Coordinator - VoIP	 	2/24/07	 	12/19/08	 	$	46,197	 	 	V
	Long II
	 	Richard	 	Operations	 	Atlanta	 	Installation Technician	 	9/1/04	 	5/23/07	 	$	44,013	 	 	IV
	Ludwinek
	 	Alex	 	IT	 	Atlanta	 	IT Associate	 	7/18/05	 	1/10/07	 	$	40,000	 	 	V
	Massey
	 	William	 	Sales	 	Las Vegas	 	Nat’l Acct Exec Enterprise Sales	 	8/31/09	 	10/28/09	 	$	75,000	 	 	RIF
	Medes
	 	Tom	 	Operations	 	Boise	 	NOC Technician	 	2/24/07	 	3/31/08	 	$	29,578	 	 	IV
	Miller
	 	Deborah	 	Sales	 	Kansas City	 	Nat’l Acct Exec Enterprise Sales	 	2/25/08	 	8/15/08	 	$	70,000	 	 	IV
	Mullaney
	 	Kevin	 	Sr Mgmt	 	Rochester	 	CTO	 	6/1/00	 	3/30/07	 	$	95,000	 	 	RIF
	Myer
	 	Janice	 	Operations	 	Atlanta	 	Fiber Optic Technician	 	4/13/09	 	1/5/10	 	$	41,995	 	 	IV
	Nasiadka
	 	Eva	 	Sales	 	Rochester	 	Sales/Marketing Coordinator	 	7/16/07	 	2/1/08	 	$	33,000	 	 	V
	Nichols
	 	Hiram	 	Operations	 	Atlanta	 	Enterprise Sales Engineer	 	9/1/04	 	2/1/08	 	$	84,097	 	 	V
	Olson
	 	Shawn	 	Operations	 	Minnesota	 	Field Ops Mgr - Minneapolis/St. Paul	 	9/29/03	 	7/27/09	 	$	75,674	 	 	Deceased
	Paek
	 	Joseph	 	Operations	 	Las Vegas	 	VoIP Network Technician	 	4/21/08	 	7/24/09	 	$	40,000	 	 	IV
	Phelps
	 	Timothy	 	Operations	 	Boise	 	NOC Technician	 	6/15/09	 	10/23/09	 	$	31,200	 	 	V
	Phillips
	 	Nicholas	 	Operations	 	Boise	 	NOC Technician	 	2/24/07	 	4/5/07	 	$	47,840	 	 	RIF
	Powell
	 	Troni	 	Operations	 	Atlanta	 	Fiber Optic Technician	 	7/14/08	 	2/9/10	 	$	51,750	 	 	IV
	Sachs
	 	Stephen	 	Sales	 	Atlanta	 	Account Executive	 	9/20/04	 	8/30/07	 	$	57,424	 	 	V
	Scarcelli
	 	Michael	 	Finance	 	Rochester	 	Senior Accountant	 	2/16/06	 	7/31/07	 	$	55,673	 	 	V
	Shandle
	 	Catherine	 	Sales	 	Las Vegas	 	Nat’l Acct Exec Enterprise Sales	 	4/28/08	 	12/1/08	 	$	70,000	 	 	IV
	Shearin
	 	Aaron	 	Operations	 	Las Vegas	 	Director, Field Engineering	 	2/24/07	 	7/27/07	 	$	75,000	 	 	V






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Last Name	 	First Name	 	Department	 	Location	 	Title	 	Hire Date	 	Term Date	 	Salary	 	 	Reason
	 
	Sherrer
	 	Don	 	Operations	 	Reno	 	Outside Plant Engineer	 	2/24/07	 	6/29/07	 	$	47,840	 	 	V
	Smallwood
	 	Christine	 	Operations	 	Atlanta	 	Customer Care Manager	 	9/1/04	 	1/23/07	 	$	65,220	 	 	RIF
	Stanko
	 	Brian	 	Sales	 	Atlanta	 	Account Executive	 	5/15/06	 	1/26/07	 	$	52,000	 	 	V
	Stover
	 	Marvin	 	Operations	 	Atlanta	 	Fiber Optic Technician	 	9/14/09	 	2/10/10	 	$	38,002	 	 	V
	Swanson
	 	Derek	 	Operations	 	Las Vegas	 	Network Technician	 	3/15/10	 	5/19/10	 	$	55,000	 	 	IV
	Travis
	 	Dani	 	Operations	 	Atlanta	 	Provisioning Project Lead	 	9/1/04	 	6/13/08	 	$	55,359	 	 	RIF
	Walkup
	 	Shawn	 	Operations	 	Atlanta	 	Installation Technician	 	9/20/04	 	5/16/07	 	$	42,536	 	 	V
	Warren
	 	Charles	 	Operations	 	Atlanta	 	Fiber Optic Technician	 	6/11/07	 	7/11/08	 	$	41,600	 	 	IV
	Wescott
	 	Guy	 	Sales	 	Rochester	 	Director of Sales, Carrier	 	7/17/06	 	3/16/07	 	$	85,000	 	 	V
	West
	 	Levi	 	Operations	 	Atlanta	 	Fiber Optic Technicians	 	6/11/07	 	8/14/07	 	$	41,600	 	 	IV
	Wheeler
	 	Darren	 	Operations	 	Reno	 	Inside Plant Engineer	 	2/24/07	 	4/5/07	 	$	64,480	 	 	RIF
	Williams
	 	Karen	 	Finance	 	Rochester	 	Finance Admin - PT	 	11/19/07	 	1/31/08	 	$	11,440	 	 	V
	Yount
	 	Jon	 	Sr Mgmt	 	Atlanta	 	Sr Vp of Operations	 	8/28/06	 	8/10/07	 	$	180,000	 	 	V
	 
	 
	Total
	 	 	 	 	 	 	 	 	 	75	 	 	 	$	4,574,378