exv4w6






Exhibit 4.6




REGISTRATION RIGHTS AGREEMENT




Dated September 20, 2010



between



ZAYO GROUP, LLC

ZAYO CAPITAL, INC.



THE GUARANTORS PARTY HERETO



and



MORGAN STANLEY & CO. INCORPORATED

As Representative of the Several Initial Purchasers



 









 





EXECUTION VERSION




REGISTRATION RIGHTS AGREEMENT




          THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into on September 20,
2010, between Zayo Group, LLC, a Delaware limited liability company (the “Company”), Zayo Capital,
Inc., a Delaware corporation (the “Co-Issuer” and together with the Company, the “Issuers”), the
subsidiary guarantors party hereto (the “Guarantors”) and Morgan Stanley & Co. Incorporated, as
representative (“Representative”) of the several initial purchasers (the “Initial Purchasers”) set
forth in Schedule I to the Purchase Agreement.




          This Agreement is made pursuant to the Purchase Agreement, dated September 14, 2010, between
the Issuers, the Guarantors and the Initial Purchasers (the “Purchase Agreement”), which provides
for the sale by the Issuers to the Initial Purchasers of an aggregate of $100 million principal
amount of the Issuers’ 10.25% Senior Secured First-Priority Notes Due 2017 (the “Notes”), which
will be guaranteed on an unsubordinated, senior secured basis by the Guarantors (the “Guarantees”).
The Notes will be issued as Additional Notes pursuant to the Indenture, and shall form the same
series under the Indenture and be treated as a single class for all purposes with the $250 million
aggregate principal amount of 10.25% Senior Secured First-Priority Notes due 2017 issued by the
Issuers on March 12, 2010. The Notes and the Guarantees attached thereto are herein referred to as
the “Securities”.




          In connection with the offering of the Notes, $500,000 aggregate principal amount of Notes
will be issued to certain affiliates (as such term is defined in Rule 405 under the 1933 Act) of
the Company. Holders of such Affiliate Securities will not be eligible to exchange their Notes in
any Exchange Offer made pursuant to Section 2(a) of this Agreement.




          In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Issuers
have agreed to provide to the Initial Purchasers and their direct and indirect transferees the
registration rights set forth in this Agreement. The execution and delivery of this Agreement is a
condition to the closing under the Purchase Agreement.




          In consideration of the foregoing, the parties hereto agree as follows:




          1. Definitions.




          As used in this Agreement, the following capitalized defined terms shall have the following
meanings:




     “1933 Act” shall mean the Securities Act of 1933, as amended from time to time.




	 	 	“1934 Act” shall mean the Securities Exchange Act of 1934, as amended from time to
time.






	 	 	“Additional Notes” shall have the meaning set forth in the Indenture.






	 	 	“Affiliate Securities” shall mean the $500,000 aggregate principal amount of Notes
issued




 









 












in certificated form to certain affiliates (as such term is defined in Rule 405 under the 1933 Act)
of the Company.




“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under
the 1934 Act, except that in calculating the beneficial ownership of any particular “person” (as
that term is used in Section 13(d)(3) of the 1934 Act), such “person” will be deemed to have
beneficial ownership of all securities that such “person” has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable or is exercisable only
upon the occurrence of a subsequent condition. The terms “Beneficially Owns” and “Beneficially
Owned” will have correlative meanings.




“Closing Date” shall mean the Closing Date as defined in the Purchase Agreement.




“Co-Issuer” shall have the meaning set forth in the preamble and shall also include the
Co-Issuer’s successors.




“Company” shall have the meaning set forth in the preamble and shall also include the
Company’s successors.




“Exchange Dates” shall have the meaning set forth in Section 2(a)(ii).




“Exchange Offer” shall mean the exchange offer by the Issuers of Exchange Securities for
Registrable Securities pursuant to Section 2(a) hereof.




“Exchange Offer Registration” shall mean a registration under the 1933 Act effected
pursuant to Section 2(a) hereof.




“Exchange Offer Registration Statement” shall mean an exchange offer registration statement on Form
S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such
registration statement, in each case including the Prospectus contained therein, all exhibits
thereto and all material incorporated by reference therein.



 “Exchange Securities” shall mean
securities issued by the Issuers under the Indenture containing terms identical to the Securities
(except that (i) interest thereon shall accrue from the last date on which interest was paid on the
Notes and (ii) the Exchange Securities will not contain restrictions on transfer) and to be offered
to Holders of Securities in exchange for Securities pursuant to the Exchange Offer.



“Free Writing Prospectus” shall mean each free writing prospectus (as defined in Rule 405
under the 1933 Act) prepared by or on behalf of any Issuer or Guarantor or used by any Issuer or
Guarantor in connection with a Shelf Registration.




“Guarantor” shall have the meaning set forth in the preamble and shall also include each
Guarantor’s successors.




“Holder” shall mean the Initial Purchasers, for so long as they own any Registrable



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Securities, and each of their respective successors, assigns and direct and indirect transferees
who become registered owners of Registrable Securities under the Indenture; provided that
for purposes of Sections 4 and 5 of this Agreement, the term “Holder” shall include Participating
Broker-Dealers (as defined in Section 4(a)).




“Indenture” shall mean the Indenture relating to the Securities dated as of March 12, 2010, as
supplemented by the First Supplemental Indenture, dated as of September 13, 2010 and the Second
Supplemental Indenture, dated as of the date hereof, in each case, between the Issuers, the
Guarantors and The Bank of New York Mellon Trust Company N.A., as trustee, and as the same may be
further amended from time to time in accordance with the terms thereof.




“Initial Purchasers” shall have the meaning set forth in the
preamble.




  “Issuers” shall have the meaning set forth in the preamble.



“Majority Holders” shall mean the Holders of a majority of the aggregate principal amount
of outstanding Registrable Securities; provided that whenever the consent or approval of Holders of
a specified percentage of Registrable Securities is required hereunder, Registrable Securities held
by any Issuer or Guarantor or any of their affiliates (as such term is defined in Rule 405 under
the 1933 Act) (other than the Initial Purchasers or subsequent Holders of Registrable Securities if
such subsequent Holders are deemed to be such affiliates solely by reason of their holding of such
Registrable Securities) shall not be counted in determining whether such consent or approval was
given by the Holders of such required percentage or amount.




“Participating Broker-Dealer” shall have the meaning set forth in Section 4(a).




  “Person”
shall mean an individual, partnership, limited liability company, corporation, trust or
unincorporated organization, or a government or agency or political subdivision thereof.



“Prospectus” shall mean the prospectus included in a Registration Statement, including any
preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus
supplement, including a prospectus supplement with respect to the terms of the offering of any
portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other
amendments and supplements to such prospectus, and in each case including all material incorporated
or deemed by securities laws to be incorporated by reference therein.




“Purchase Agreement” shall have the meaning set forth in the preamble.




“Registrable Securities” shall mean the Securities;provided, however, that the Securities
shall cease to be Registrable Securities (i) when a Registration Statement with respect to such
Securities shall have been declared effective under the 1933 Act and such Securities are exchanged
for Exchange Securities, (ii) when a Registration Statement with respect to



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such Securities shall have been declared effective under the 1933 Act and such Securities shall
have been disposed of pursuant to such Registration Statement, (iii) when such Securities have been
sold to the public pursuant to Rule 144 (or any similar provision then in force, but not Rule
144(A)) under the 1933 Act or (iv) when such Securities shall have ceased to be outstanding.




“Registration Default” shall have the meaning set forth in Section 2(d).




“Registration Expenses” shall mean any and all expenses incident to performance of or
compliance by the Issuers and the Guarantors with this Agreement, including without limitation: (i)
all SEC, stock exchange or Financial Industry Regulatory Authority registration and filing fees,
(ii) all fees and expenses incurred in connection with compliance with state securities or blue sky
laws (including reasonable fees and disbursements of counsel for any underwriters or Holders in
connection with blue sky qualification of any of the Exchange Securities or Registrable
Securities), (iii) all expenses of any Persons in preparing or assisting in preparing, word
processing, printing and distributing any Registration Statement, any Prospectus, any amendments or
supplements thereto, any underwriting agreements, securities sales agreements and other documents
relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v)
all fees and disbursements relating to the qualification of the Indenture under applicable
securities laws, (vi) the fees and disbursements of the Trustee and its counsel and any depositary
for book-entry Securities, (vii) the fees and disbursements of counsel for the Issuers and the
Guarantors and, in the case of a Shelf Registration Statement, the fees and disbursements of one
counsel for the Holders (which counsel shall be selected by the Majority Holders and which counsel
may also be counsel for the Initial Purchasers) and (viii) the fees and disbursements of the
independent public accountants of the Company (and, if necessary, any other certified public
accountant of the Co-Issuer and any subsidiary of the Issuers, or of any business acquired by any
Issuer for which financial statements and financial data are or are required to be included in the
Registration Statement), including the expenses of any special audits or “cold comfort” letters
required by or incident to such performance and compliance, but excluding fees and expenses of
counsel to the underwriters (other than fees and expenses set forth in clause (ii) above) or the
Holders and underwriting discounts and commissions and transfer taxes, if any, relating to the sale
or disposition of Registrable Securities by a Holder.




“Registration Statement” shall mean any registration statement of the Issuers and the
Guarantors that covers any of the Exchange Securities or Registrable Securities pursuant to the
provisions of this Agreement and all amendments and supplements to any such Registration Statement,
including post-effective amendments, in each case including the Prospectus contained therein, all
exhibits thereto and all material incorporated or deemed by securities laws to be incorporated by
reference therein.




“SEC” shall mean the Securities and Exchange Commission.




“Securities” shall have the meaning set forth in the
preamble.



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“Shelf Registration” shall mean a registration effected pursuant to Section 2(b) hereof.




“Shelf Registration Statement” shall mean a “shelf” registration statement of the Issuers and the
Guarantors pursuant to the provisions of Section 2(b) of this Agreement which covers all of the
Registrable Securities (but no other securities unless approved by the Holders whose Registrable
Securities are covered by such Shelf Registration Statement) on an appropriate form under Rule 415
under the 1933 Act, or any similar rule that may be adopted by the SEC, and all amendments and
supplements to such registration statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all material incorporated or
deemed by securities law to be incorporated by reference therein.




“Staff” shall have the meaning set forth in Section 4(a) hereof.




“Target Filing Date” shall have the meaning set forth in Section 2(a) hereof.




“Trustee”
shall mean the trustee with respect to the Securities under the Indenture.




“Underwriter” shall have
the meaning set forth in Section 3 hereof.




“Underwritten Registration” or
“Underwritten Offering” shall mean a registration in which Registrable Securities are sold
to an Underwriter for reoffering to the public.



          2. Registration Under the 1933 Act.




          (a) To the extent not prohibited by any applicable law or applicable interpretation of the Staff,
the Issuers and the Guarantors shall (i) file an Exchange Offer Registration Statement covering the
offer by the Issuers to the Holders to exchange all of the Registrable Securities for Exchange
Securities on or prior to October 31, 2010 (the “Target Filing Date”) and (ii) use their
reasonable best efforts to have the Exchange Offer Registration Statement declared effective by the
SEC as promptly as practicable after such Registration Statement has been filed and in no event
later than December 15, 2010; provided, however, that an Exchange Offer Registration Statement
filed or made pursuant to this Section 2 shall not cover the Affiliate Securities and no Exchange
Offer shall be made for the Affiliate Securities. The Issuers shall commence the Exchange Offer
promptly after the Exchange Offer Registration Statement has been declared effective by the SEC.
The Issuers shall commence the Exchange Offer by mailing the related exchange offer Prospectus and
accompanying documents to each Holder stating, in addition to such other disclosures as are
required by applicable law:





(i) that the Exchange Offer is being made pursuant to this Registration
Rights Agreement and that all Registrable Securities validly tendered will be accepted for
exchange;




(ii) the dates of acceptance for exchange (which shall be a period of at least 20
business days from the date such notice is mailed) (the “Exchange Dates”);



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(iii) that any Registrable Security not tendered will remain outstanding and continue to
accrue interest, but will not retain any rights under this Registration Rights Agreement;




(iv) that Holders electing to have a Registrable Security exchanged pursuant to the
Exchange Offer will be required to surrender such Registrable Security, together with the
enclosed letters of transmittal, to the institution and at the address (located in the
Borough of Manhattan, The City of New York) specified in the notice prior to the close of
business on the last Exchange Date; provided, however, that, if any of the Registrable
Securities are in book-entry form, such Prospectus and accompanying documents shall also
specify how the surrender is to be effected in accordance with applicable book-entry
procedures; and




(v) that Holders will be entitled to withdraw their election, not later than the close of
business on the last Exchange Date, by sending to the institution and at the address
(located in the Borough of Manhattan, The City of New York) specified in the notice a
telegram, telex, facsimile transmission or letter setting forth the name of such Holder,
the principal amount of Registrable Securities delivered for exchange and a statement that
such Holder is withdrawing his election to have such Securities exchanged.




     As soon as practicable after the last Exchange Date, the Issuers shall:




(i) accept for exchange Registrable Securities or portions thereof tendered and not validly
withdrawn pursuant to the Exchange Offer; and




(ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable
Securities or portions thereof so accepted for exchange by the Issuers and the Guarantors
and issue, and cause the Trustee to promptly authenticate and mail to each Holder, an
Exchange Security equal in principal amount to the principal amount of the Registrable
Securities surrendered by such Holder; provided that if any of the Registrable Securities
are in book-entry form, the Issuers shall, in co-operation with the Trustee, effect the
exchange of Registrable Securities in accordance with applicable book-entry procedures.


The Issuers and the Guarantors shall use their best efforts to complete the Exchange Offer as
provided above and shall comply with the applicable requirements of the 1933 Act, the 1934 Act and
other applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer
shall not be subject to any conditions, other than that the Exchange Offer does not violate
applicable law or any applicable interpretation of the Staff. The Issuers shall use their
reasonable efforts to inform the Initial Purchasers of the names and addresses of the Holders to
whom the Exchange Offer is made, and the Initial Purchasers shall have the right, subject to
applicable law, to contact such Holders and otherwise facilitate the tender of Registrable
Securities in the Exchange Offer.




          (b) In the event that (i) the Issuers and the Guarantors are not permitted to consummate the
Exchange Offer provided for in Section 2(a) above because the Exchange Offer is not permitted by
applicable law or any applicable interpretation of the Staff, (ii) for any reason, the Exchange
Offer is not consummated on or before January 31, 2011, or (iii) any Beneficial Owner of
Registrable Securities notifies the Issuers that (A) it is prohibited by law or SEC policy from





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participating in the Exchange Offer, (B) it may not resell the Exchange Securities acquired by it
in the Exchange Offer to the public without delivering a prospectus and the prospectus contained in
the Exchange Offer Registration Statement is not appropriate or available for such resales; or (C)
it is a broker-dealer and owns Securities acquired directly from the Company or an affiliate of the
Company, then the Issuers and the Guarantors shall file after such determination date or notice is
given to the Issuers, as the case may be, a Shelf Registration Statement providing for the sale by
the Holders of all of the Registrable Securities and to use their reasonable best efforts to cause
the Shelf Registration Statement to be declared effective by the SEC on or prior to 30 days after
the obligation to file such shelf registration statement arises, but in no event prior to October
31, 2010. In the event the Issuers are required to file a Shelf Registration Statement solely as a
result of the matters referred to in clause (iii)(B) of the preceding sentence, the Issuers and
Guarantors shall use their best efforts to file and have declared effective by the SEC both an
Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable
Securities and a Shelf Registration Statement (which may be a combined Registration Statement with
the Exchange Offer Registration Statement) with respect to offers and sales of Registrable
Securities held by the Initial Purchasers after completion of the Exchange Offer. The Issuers and
the Guarantors agree to use their reasonable best efforts to keep the Shelf Registration Statement
continuously effective until the earlier of (i) two years from the Closing Date and (ii) the date
on which all Registrable Securities registered thereunder are disposed of in accordance therewith.
The Issuers and the Guarantors further agree to supplement or amend the Shelf Registration
Statement if required by the rules, regulations or instructions applicable to the registration form
used by the Issuers and the Guarantors for such Shelf Registration Statement or by the 1933 Act or
by any other rules and regulations thereunder for shelf registration or if reasonably requested by
a Holder with respect to information relating to such Holder, and to use their best efforts to
cause any such amendment to become effective and such Shelf Registration Statement to become usable
as soon as thereafter practicable. The Issuers agree to furnish to the Holders of Registrable
Securities copies of any such supplement or amendment promptly after its being used or filed with
the SEC.




          (c) The Issuers shall pay all Registration Expenses in connection with the registration
pursuant to Section 2(a) and Section 2(b). Each Holder shall pay all underwriting discounts and
commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s
Registrable Securities pursuant to the Shelf Registration Statement.




          (d) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf
Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective
unless it has been declared effective by the SEC; provided, however, that, if,
after it has been declared effective, the offering of Registrable Securities pursuant to a Shelf
Registration Statement is interfered with by any stop order, injunction or other order or
requirement of the SEC or any other governmental agency or court, such Registration Statement will
be deemed not to have become effective during
the period of such interference until the offering of Registrable Securities pursuant to such
Registration Statement may legally resume. In the event (1) the Issuers and the Guarantors fail to
file any of the registration statements required by this Agreement on or before the Target Filing
Date; (2) the Issuers and the Guarantors fail to have the Exchange Offer Registration Statement
declared effective by the SEC on or prior to






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December 15, 2010; (3) the Issuers and the Guarantors fail to consummate the Exchange Offer on or
before January 31, 2011; or (4) the Shelf Registration Statement or the Exchange Offer Registration
Statement is declared effective but thereafter ceases to be effective or usable in connection with
resales or exchanges of Registrable Securities during the periods specified in this Agreement (each
such event referred to in clause (1) through (4) above, a “Registration Default”), then with
respect to the first 90-day period immediately following the occurrence of the first Registration
Default, the interest rate on the Securities will be increased by 0.50% per annum on the principal
amount of Securities held by such Holder; provided, however, that no additional interest shall be
paid or payable to holders of Affiliate Securities. The amount of additional interest will increase
by an additional 0.50% per annum on the principal amount of Securities with respect to each 90-day
period until all Registration Defaults have been cured, up to maximum amount of additional interest
for all Registration Defaults of 1.5% per annum.



All accrued additional interest will be paid by the Issuers or the Guarantors on each interest
payment date to the Holder of a global note by wire transfer of immediately available funds or by
federal funds check and to Holders of certificated notes by wire transfer to the accounts specified
by them or by mailing checks to their registered addresses if no such accounts have been specified.


Following the cure of all Registration Defaults, the accrual of additional interest will cease.




          (e) Without limiting the remedies available to the Initial Purchasers and the Holders, the
Issuers and the Guarantors acknowledge that any failure by any Issuer or Guarantor to comply with
their respective obligations under Section 2(a) and Section 2(b) hereof may result in material
irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy
at law, that it will not be possible to measure damages for such injuries precisely and that, in
the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may
be required to specifically enforce the obligations of the Issuers and the Guarantors under Section
2(a) and Section 2(b) hereof.




          3. Registration Procedures.




          In connection with the obligations of the Issuers and Guarantors with respect to the
Registration Statements pursuant to Section 2(a) and Section 2(b) hereof, the Issuers and the
Guarantors shall as expeditiously as possible:





(a) prepare and file with the SEC a Registration Statement on the appropriate form under the
1933 Act, which form (x) shall be selected by the Company and (y) shall, in the case of a Shelf
Registration, be available for the sale of the Registrable Securities by the selling Holders
thereof and (z) shall comply as to form in all material respects with the requirements of the
applicable form and include all financial statements required by the SEC to be filed therewith, and
use its best efforts to cause such Registration Statement to become effective and remain effective
in accordance with Section 2 hereof;




(b) prepare and file with the SEC such amendments and post-effective amendments to each
Registration Statement as may be necessary to keep such Registration Statement effective for the
applicable period and cause each Prospectus to be supplemented by any



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required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424 under the
1933 Act; to keep each Prospectus current during the period described under Section 4(3) and Rule
174 under the 1933 Act that is applicable to transactions by brokers or dealers with respect to the
Registrable Securities or Exchange Securities;




(c) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, to
counsel for the Initial Purchasers, to counsel for the Holders and to each Underwriter of an
Underwritten Offering of Registrable Securities, if any, without charge, as many copies of each
Prospectus, including each preliminary Prospectus, and any amendment or supplement thereto and such
other documents as such Holder or Underwriter may reasonably request, in order to facilitate the
public sale or other disposition of the Registrable Securities; and the Issuers and Guarantors
consent to the use of such Prospectus and any amendment or supplement thereto in accordance with
applicable law by each of the selling Holders of Registrable Securities and any such Underwriters
in connection with the offering and sale of the Registrable Securities covered by and in the manner
described in such Prospectus or any amendment or supplement thereto in accordance with applicable
law;




(d) use its best efforts to register or qualify the Registrable Securities under all applicable
state securities or “blue sky” laws of such jurisdictions as any Holder of Registrable Securities
covered by a Registration Statement shall reasonably request in writing by the time the applicable
Registration Statement is declared effective by the SEC, to cooperate with such Holders in
connection with any filings required to be made with the Financial Industry Regulatory Authority
and do any and all other acts and things which may be reasonably necessary or advisable to enable
such Holder to consummate the disposition in each such jurisdiction of such Registrable Securities
owned by such Holder; provided, however, that no Issuers or Guarantor shall be required to (i)
qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would
not otherwise be required to qualify but for this Section 3(d), (ii) file any general consent to
service of process or (iii) subject itself to taxation in any such jurisdiction if it is not so
subject;




(e) in the case of a Shelf Registration, notify each Holder of Registrable Securities, counsel for
the Holders and counsel for the Initial Purchasers promptly and, if requested by any such Holder or
counsel, confirm such advice in writing (i) when a Registration Statement has become effective and
when any post-effective amendment thereto has been filed and becomes effective, (ii) of any request
by the SEC or any state securities authority for amendments and supplements to a Registration
Statement and Prospectus or for additional information after the Registration Statement has become
effective, (iii) of the issuance by the SEC or any state securities authority of any stop order
suspending the effectiveness of a Registration Statement or the initiation of any proceedings for
that purpose, (iv) if, between the effective date of a Registration Statement and the closing of
any sale of Registrable Securities covered thereby, the representations and warranties of the
Issuers and Guarantors contained in any underwriting agreement, securities sales agreement or other
similar agreement, if any, relating to the offering cease to be true and correct in all material
respects or if any Issuer or Guarantor receives any notification with



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respect to the suspension of the qualification of the Registrable Securities for sale in any
jurisdiction or the initiation of any proceeding for such purpose, (v) of the happening of any
event during the period a Shelf Registration Statement is effective which makes any statement made
in such Registration Statement or the related Prospectus untrue in any material respect or which
requires the making of any changes in such Registration Statement or Prospectus in order to make
the statements therein not misleading and (vi) of any determination by the Company that a
post-effective amendment to a Registration Statement would be appropriate;




(f) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness
of a Registration Statement at the earliest possible moment and provide immediate notice to each
Holder of the withdrawal of any such order;




(g) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, without
charge, at least one conformed copy of each Registration Statement and any post-effective amendment
thereto (without documents incorporated therein by reference or exhibits thereto, unless
requested);




(h) in the case of a Shelf Registration, cooperate with the selling Holders of Registrable
Securities to facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be sold and not bearing any restrictive legends and enable such
Registrable Securities to be in such denominations (consistent with the provisions of the
Indenture) and registered in such names as the selling Holders may reasonably request at least one
business day prior to the closing of any sale of Registrable Securities;




(i) in the case of a Shelf Registration, upon the occurrence of any event contemplated by Section
3(e)(v) hereof, use its best efforts to prepare and file with the SEC a supplement or
post-effective amendment to a Registration Statement or the related Prospectus or any document
incorporated therein by reference or file any other required document so that, as thereafter
delivered to the purchasers of the Registrable Securities, such Prospectus will not contain any
untrue statement of a material fact or omit to state a material fact necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading. The
Company agrees to notify the Holders to suspend use of the
Prospectus as promptly as practicable after the occurrence of such an event, and the Holders hereby
agree to suspend use of the Prospectus until the Issuers and Guarantors have amended or
supplemented the Prospectus to correct such misstatement or omission;




(j) a reasonable time prior to the filing of any Registration Statement, any Prospectus, any
amendment to a Registration Statement or amendment or supplement to a Prospectus or any document
which is to be incorporated by reference into a Registration Statement or a Prospectus after
initial filing of a Registration Statement, provide copies of such document to the Initial
Purchasers and their counsel (and, in the case of a Shelf
Registration Statement, the Holders and their counsel) and make such of the representatives of the
Issuers and Guarantors as shall be reasonably requested by the Initial Purchasers or their counsel
(and, in the case of a Shelf Registration Statement, the Holders





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or their counsel) available for discussion of such document, and shall not at any time file or make
any amendment to the Registration Statement, any Prospectus or any amendment of or supplement to a
Registration Statement or a Prospectus or any document which is to be incorporated by reference
into a Registration Statement or a Prospectus, of which the Initial Purchasers and their counsel
(and, in the case of a Shelf Registration Statement, the Holders and their counsel) shall not have
previously been advised and furnished a copy or to which the Initial Purchasers or their counsel
(and, in the case of a Shelf Registration Statement, the Holders or their counsel) shall object;




(k) obtain a CUSIP number for all Exchange Securities or Registrable Securities, as the case may
be, not later than the effective date of a Registration Statement;




(l) cause the Indenture to be qualified under the Trust Indenture Act of 1939, as amended (the
“TIA”), in connection with the registration of the Exchange Securities or Registrable Securities,
as the case may be, cooperate with the Trustee and the Holders to effect such changes to the
Indenture as may be required for the Indenture to be so qualified in accordance with the terms of
the TIA and execute, and use their best efforts to cause the Trustee to execute, all documents as
may be required to effect such changes and all other forms and documents required to be filed with
the SEC to enable the Indenture to be so qualified in a timely manner;




(m) in the case of a Shelf Registration, make available for inspection by a representative of the
Holders of the Registrable Securities, any Underwriter participating in any disposition pursuant to
such Shelf Registration Statement, and attorneys and accountants designated by the Holders, at
reasonable times and in a reasonable manner, all financial and other records, pertinent documents
and properties of the Issuers and Guarantors, and cause the respective officers, directors and
employees of the Issuers and Guarantors to supply all information reasonably requested by any such
representative, Underwriter, attorney or accountant in connection with a Shelf Registration
Statement;




(n) in the case of a Shelf Registration, use their best efforts to cause all Registrable Securities
to be listed on any securities exchange or any automated quotation system on which similar
securities issued by any Issuer or Guarantor are then listed if requested by the Majority Holders,
to the extent such Registrable Securities satisfy applicable listing requirements;




(o) use its best efforts to cause the Exchange Securities or Registrable Securities, as the case
may be, to be rated by two nationally recognized statistical rating organizations (as such term is
defined in Rule 436(g)(2) under the 1933 Act);




(p) if reasonably requested by any Holder of Registrable Securities covered by a Registration
Statement, (i) promptly incorporate in a Prospectus supplement or post-effective amendment such
information with respect to such Holder as such Holder reasonably requests to be included therein
and (ii) make all required filings of such Prospectus supplement or such post-effective amendment
as soon as the Company has received notification of the matters to be incorporated in such filing;
and



11









 






(q) in the case of a Shelf Registration, enter into such customary agreements and take all
such other actions in connection therewith (including those requested by the Holders of a
majority of the Registrable Securities being sold) in order to expedite or facilitate the
disposition of such Registrable Securities including, but not limited to, an Underwritten
Offering and in such connection, (i) to the extent possible, make such representations and
warranties to the Holders and any Underwriters of such Registrable Securities with respect
to the business of the Issuers and their subsidiaries, the Registration Statement,
Prospectus and documents incorporated by reference or deemed incorporated by reference, if
any, in each case, in form, substance and scope as are customarily made by issuers to
underwriters in underwritten offerings and confirm the same if and when requested, (ii)
obtain opinions of counsel to the Issuers and Guarantors (which counsel and opinions, in
form, scope and substance, shall be reasonably satisfactory to the Holders and such
Underwriters and their respective counsel) addressed to each selling Holder and Underwriter
of Registrable Securities, covering the matters customarily covered in opinions requested
in underwritten offerings, (iii) obtain “cold comfort” letters from the independent
certified public accountants of the Company (and, if necessary, any other certified public
accountant of the Co-Issuer and any subsidiary of the Issuers, or of any business acquired
by the Issuers for which financial statements and financial data are or are required to be
included in the Registration Statement) addressed to each selling Holder and Underwriter of
Registrable Securities, such letters to be in customary form and covering matters of the
type customarily covered in “cold comfort” letters in connection with underwritten
offerings, and (iv) deliver such documents and certificates as may be reasonably requested
by the Holders of a majority in principal amount of the Registrable Securities being sold
or the Underwriters, and which are customarily delivered in underwritten offerings, to
evidence the continued validity of the representations and warranties of the Issuers and
the Guarantors made pursuant to clause (i) above and to evidence compliance with any
customary conditions contained in an underwriting agreement.



          In the case of a Shelf Registration Statement, the Issuers may require each Holder of
Registrable Securities to furnish to the Issuers such information regarding the Holder and the
proposed distribution by such Holder of such Registrable Securities as the Issuers may from time to
time reasonably request in writing.




          In the case of a Shelf Registration Statement, each Holder agrees that, upon receipt of any
notice from any Issuer or Guarantor of the happening of any event of the kind described in Section
3(e)(v) hereof, such Holder will forthwith discontinue disposition of Registrable Securities
pursuant to a Registration Statement until such Holder’s receipt of the copies of the supplemented
or amended Prospectus contemplated by Section 3(i) hereof, and, if so directed by the Issuers, such
Holder will deliver to the Issuers (at its expense) all copies in its possession, other than
permanent file copies then in such Holder’s possession, of the Prospectus covering such Registrable
Securities current at the time of receipt of such notice. If any Issuer shall give any such notice
to suspend the disposition of Registrable Securities pursuant to a Registration Statement, the
Issuers shall extend the period during which the Registration Statement shall be maintained
effective pursuant to this Agreement by the number of days during the period from and including the
date of the giving of such notice to and including the date when the Holders shall have received





12












 




copies of the supplemented or amended Prospectus necessary to resume such dispositions. The
Issuer, in total, may give any such notice only twice during any 365 day period and any such
suspensions may not exceed 30 days for each suspension and there may not be more than four
suspensions in effect during any 365 day period.




          The Holders of Registrable Securities covered by a Shelf Registration Statement who desire to do so
may sell such Registrable Securities in an Underwritten Offering. In any such Underwritten
Offering, the investment banker or investment bankers and manager or managers (the “Underwriters”)
that will administer the offering will be selected by the Majority Holders of the Registrable
Securities included in such offering.



4. Participation of Broker-Dealers in Exchange Offer.




          (a) The staff of the SEC (the “Staff”) has taken the position that any broker-dealer that receives
Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were
acquired by such broker-dealer as a result of market-making or other trading activities (a
“Participating Broker-Dealer”), may be deemed to be an “underwriter” within the meaning of the 1933
Act and must deliver a prospectus meeting the requirements of the 1933 Act in connection with any
resale of such Exchange Securities.



The Issuers and the Guarantors understand that it is the Staff’s position that if the Prospectus
contained in the Exchange Offer Registration Statement includes a plan of distribution containing a
statement to the above effect and the means by which Participating Broker-Dealers may resell the
Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of
Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers
to satisfy their prospectus delivery obligation under the 1933 Act in connection with resales of
Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the
requirements of the 1933 Act.




          (b) In light of the above, notwithstanding the other provisions of this Agreement, the Issuers and
the Guarantors agree that the provisions of this Agreement as they relate to a Shelf Registration
shall also apply to an Exchange Offer Registration to the extent, and with such reasonable
modifications thereto as may be, reasonably requested by the Initial Purchasers or by one or more
Participating Broker-Dealers, in each case as provided in clause (ii) below, in order to expedite
or facilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistent
with the positions of the Staff recited in Section 4(a) above; provided that:





(i) the Issuers and the Guarantors shall not be required to amend or supplement the Prospectus
contained in the Exchange Offer Registration Statement, as would otherwise be contemplated by
Section 3(i), for a period exceeding 180 days after the last Exchange Date (as such period may be
extended pursuant to the penultimate paragraph of Section 3 of this Agreement) and Participating
Broker-Dealers shall not be authorized by the Issuers or the Guarantors to deliver and shall not
deliver such Prospectus after such period in connection with the resales contemplated by this
Section 4; and



13









 






(ii) the application of the Shelf Registration procedures set forth in Section 3 of this Agreement
to an Exchange Offer Registration, to the extent not required by the positions of the Staff of the
SEC or the 1933 Act and the rules and regulations thereunder, will be in conformity with the
reasonable request to the Issuers and the Guarantors by the Initial Purchasers or with the
reasonable request in writing to the Issuers and the Guarantors by one or more broker-dealers who
certify to the Initial Purchasers, on one hand, and the Issuers and the Guarantors, on the other
hand, in writing that they anticipate that they will be Participating Broker-Dealers; and provided
further that, in connection with such application of the Shelf Registration procedures set forth in
Section 3 to an Exchange Offer Registration, the Issuers and the Guarantors shall be obligated (x)
to deal only with one entity representing the Participating Broker-Dealers, which shall be Morgan
Stanley & Co. Incorporated unless it elects not to act as such representative, (y) to pay the fees
and expenses of only one counsel representing the Participating Broker-Dealers, which shall be
counsel to the Initial Purchasers unless such counsel elects not to so act and (z) to cause to be
delivered only one, if any, “cold comfort” letter from the independent certified public accountants
of the Company (and, if necessary, one “cold comfort” letter from each of the other certified
public accountants of the Co-Issuer and any subsidiary of the Issuers, or of any business acquired
by the Issuers for which financial statements and financial data are or are required to be included
in the Registration Statement) with respect to the Prospectus in the form existing on the last
Exchange Date and with respect to each subsequent amendment or supplement, if any, effected during
the period specified in clause (i) above.



          (c) The Initial Purchasers shall have no liability to the Issuers, the Guarantors or any Holder
with respect to any request that they may make pursuant to Section 4(b) above.




          5. Indemnification and Contribution.




          (a) The Issuers and the Guarantors, jointly and severally, agree to indemnify and hold harmless the
Initial Purchasers, each Holder and each Person, if any, who controls any Initial Purchaser or any
Holder within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, or is
under common control with, or is controlled by, any Initial Purchaser or any Holder, from and
against all losses, claims, damages and liabilities (including, without limitation, any legal or
other expenses reasonably incurred by the Initial Purchaser, any Holder or any such controlling or
affiliated Person in connection with defending or investigating any such action or claim) caused by
any untrue statement or alleged untrue statement of a material fact contained in any Registration
Statement (or any amendment thereto) pursuant to which Exchange Securities or Registrable
Securities were registered under the 1933 Act, including all documents incorporated therein by
reference, or caused by any omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading, or caused by any
untrue statement or alleged untrue statement of a material fact contained in any Prospectus (as
amended or supplemented if the Issuers or the Guarantors shall have furnished any amendments or
supplements thereto) or any Free Writing Prospectus taken together with the Prospectus or caused by
any omission or alleged omission to state therein a material fact necessary to make the statements
therein in light of the circumstances under which they were made not misleading, except insofar as
such losses, claims, damages or liabilities are





14









 







caused by any such untrue statement or omission or alleged untrue statement or omission based upon
information relating to any Initial Purchaser or any Holder furnished to the Company in writing
through Morgan Stanley & Co. Incorporated or any selling Holder expressly for use therein. In
connection with any Underwritten Offering permitted by Section 3, the Issuers and the Guarantors
will also, jointly and severally, indemnify the Underwriters, if any, selling brokers, dealers and
similar securities industry professionals participating in the distribution, their officers and
directors and each Person who controls such Persons (within the meaning of the 1933 Act and the
1934 Act) to the same extent as provided above with respect to the indemnification of the Holders,
if requested in connection with any Registration Statement.




          (b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Issuers, the
Guarantors, the Initial Purchasers and the other selling Holders, and each of their respective
directors, officers who sign the Registration Statement and each Person, if any, who controls the
Issuers, the Guarantors, any Initial Purchaser and any other selling Holder within the meaning of
either Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as the foregoing
indemnity from the Issuers and the Guarantors to the Initial Purchasers and the Holders, but only
with reference to information relating to such Holder furnished to the Company in writing by such
Holder expressly for use in any Registration Statement (or any amendment thereto), any Prospectus
(or any amendment or supplement thereto) or any Free Writing Prospectus.




          (c) In case any proceeding (including any governmental investigation) shall be instituted involving
any Person in respect of which indemnity may be sought pursuant to either paragraph (a) or
paragraph (b) above, such Person (the “indemnified party”) shall promptly notify the Person against
whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party,
upon request of the indemnified party, shall retain counsel reasonably satisfactory to the
indemnified party to represent the indemnified party and any others the indemnifying party may
designate in such proceeding and shall pay the fees and disbursements of such counsel related to
such proceeding. In any such proceeding, any indemnified party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified
party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the
retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded
parties) include both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential differing interests
between them. It is understood that the indemnifying party shall not, in connection with any
proceeding or related proceedings in the same jurisdiction, be liable for (a) the fees and expenses
of more than one separate firm (in addition to any local counsel) for the Initial Purchasers and
all Persons, if any, who control any Initial Purchaser within the meaning of either Section 15 of
the 1933 Act or Section 20 of the 1934 Act, (b) the fees and expenses of more than one separate
firm (in addition to any local counsel) for the Issuers and the Guarantors and their respective
directors and officers who sign the Registration Statement and each Person, if any, who controls
the Issuers or the Guarantors within the meaning of either such Section and (c) the fees and
expenses of more than one separate firm (in addition to any local counsel) for all Holders and all
Persons, if any, who control any Holder within the meaning of either such Section, and that all
such fees and expenses shall be reimbursed as they are incurred. In such case involving the





15









 







Initial Purchasers and Persons who control the Initial Purchasers, such firm shall be designated in
writing by Morgan Stanley & Co. Incorporated. In such case involving the Holders and such Persons
who control Holders, such firm shall be designated in writing by the Majority Holders. In all other
cases, such firm shall be designated by the Company. The indemnifying party shall not be liable for
any settlement of any proceeding effected without its written consent but, if settled with such
consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party from and against any loss or liability by reason of such settlement
or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have
requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel
as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees
that it shall be liable for any settlement of any proceeding effected without its written consent
if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party
of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified
party for such fees and expenses of counsel in accordance with such request prior to the date of
such settlement. No indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened proceeding in respect of which such
indemnified party is or could have been a party and indemnity could have been sought hereunder by
such indemnified party, unless such settlement includes an unconditional release of such
indemnified party from all liability on claims that are the subject matter of such proceeding.




          (d) If the indemnification provided for in paragraph (a) or paragraph (b) of this Section 5 is
unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or
liabilities, then each indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified
party as a result of such losses, claims, damages or liabilities in such proportion as is
appropriate to reflect the relative fault of the indemnifying party or parties on the one hand and
of the indemnified party or parties on the other hand in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative fault of the Issuers and the Guarantors, on the one
hand, and the Holders, on the other hand, shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Issuers and the
Guarantors, on the one hand, or by the Holders, on the other hand, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent such statement or
omission. The Holders’ respective obligations to contribute pursuant to this Section 5(d) are
several in proportion to the respective principal amount of Registrable Securities of such Holder
that were registered pursuant to a Registration Statement.




          (e) The Issuers and the Guarantors, on the one hand, and each Holder, on the other hand, agree that
it would not be just or equitable if contribution pursuant to this Section 5 were determined by pro
rata allocation or by any other method of allocation that does not take account of the equitable
considerations referred to in paragraph (d) above. The amount paid or payable by an indemnified
party as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above
shall be deemed to include, subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with





16









 







investigating or defending any such action or claim. Notwithstanding the provisions of this Section
5, no Holder shall be required to indemnify or contribute any amount in excess of the amount by
which the total price at which Registrable Securities were sold by such Holder exceeds the amount
of any damages that such Holder has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent misrepresentation. The remedies
provided for in this Section 5 are not exclusive and shall not limit any rights or remedies which
may otherwise be available to any indemnified party at law or in equity.




          The indemnity and contribution provisions contained in this Section 5 shall remain operative and in
full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation
made by or on behalf of the Initial Purchaser, any Holder or any Person controlling any Initial
Purchaser or any Holder, or by or on behalf of any Issuer or Guarantor or their respective officers
or directors or any Person controlling the Issuers or Guarantors, (iii) acceptance of any of the
Exchange Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration
Statement.




          6. Miscellaneous.




          (a) No Inconsistent Agreements. The Issuers and the Guarantors, jointly and severally, represent,
warrant and agree that neither the Issuers nor any Guarantor has entered into, and on or after the
date of this Agreement will not enter into, any agreement which is inconsistent with the rights
granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the
provisions hereof. The Issuers and the Guarantors, jointly and severally, represent, warrant and
agree that the rights granted to the Holders hereunder do not and will not in any way conflict with
and are and will not be not inconsistent with the rights granted to the holders of the other issued
and outstanding securities of any Issuer or Guarantor under any such agreements.




          (b) Amendments and Waivers. The provisions of this Agreement, including the provisions of this
sentence, may not be amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given unless the Issuers have obtained the written consent of
Holders of at least a majority in aggregate principal amount of the outstanding Registrable
Securities affected by such amendment, modification, supplement, waiver or consent; provided,
however, that no amendment, modification, supplement, waiver or consent to any departure from the
provisions of Section 5 hereof shall be effective as against any Holder of Registrable Securities
unless consented to in writing by such Holder.




          (c) Notices. All notices and other communications provided for or permitted hereunder shall be made
in writing by hand-delivery, registered first-class mail, telex, telecopier, electronic mail or any
courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by
such Holder to the Company by means of a notice given in accordance with the provisions of this
Section 6(c), which address initially is, with respect to the Initial Purchasers, the address set
forth in the Purchase Agreement; and (ii) if to the Issuers or Guarantors, initially at the





17









 







Company’s address set forth in the Purchase Agreement and thereafter at such other address, notice
of which is given in accordance with the provisions of this Section 6(c).




          All such notices and communications shall be deemed to have been duly given: at the time delivered
by hand, if personally delivered; five business days after being deposited in the mail, postage
prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied or
emailed; and on the next business day if timely delivered to an air courier guaranteeing overnight
delivery.




          Copies of all such notices, demands, or other communications shall be concurrently delivered by the
Person giving the same to the Trustee, at the address specified in the Indenture.



          (d) Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors,
assigns and transferees of each of the parties, including, without limitation and without the need
for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to
permit any assignment, transfer or other disposition of Registrable Securities in violation of the
terms of the Purchase Agreement. If any transferee of any Holder shall acquire Registrable
Securities, in any manner, whether by operation of law or otherwise, such Registrable Securities
shall be held subject to all of the terms of this Agreement, and by taking and holding such
Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by and
to perform all of the terms and provisions of this Agreement and such Person shall be entitled to
receive the benefits hereof. The Initial Purchasers (in their capacity as Initial Purchasers) shall
have no liability or obligation to the Issuers or Guarantors with respect to any failure by a
Holder to comply with, or any breach by any Holder of, any of the obligations of such Holder under
this Agreement.




          (e) Purchases and Sales of Securities. The Company shall not, and shall use its best efforts to
cause its affiliates (as defined in Rule 405 under the 1933 Act) not to, purchase and then resell
or otherwise transfer any Securities.




          (f) Third Party Beneficiary. The Holders shall be third party beneficiaries to the agreements made
hereunder between the Issuers and the Guarantors, on the one hand, and the Initial Purchasers, on
the other hand, and shall have the right to enforce such agreements directly to the extent it deems
such enforcement necessary or advisable to protect its rights or the rights of Holders hereunder.




          (g) Counterparts. This Agreement may be executed in any number of counterparts and by the parties
hereto in separate counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.




          (h) Headings. The headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof.




          (i) Governing Law. This Agreement shall be governed by the laws of the State of New York.





18









 








          (j) Severability. In the event that any one or more of the provisions contained herein, or the
application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity,
legality and enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.





19









 








          IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.




	 	 	 	 	 
	 	ZAYO GROUP, LLC

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

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

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

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

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

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



Signature Page to Registration Rights Agreement



 









 





	 	 	 	 	 
	 	ZAYO BANDWIDTH TENNESSEE, LLC

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

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

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

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



Signature Page to Registration Rights Agreement



 









 





					
	 	


Confirmed and accepted as of the date first above written:



MORGAN STANLEY & CO. INCORPORATED




On behalf of itself and the several Initial purchasers

 	 
	 	By:  	MORGAN STANLEY & CO. INCORPORATED
 	 
	 	 	 	 
	 	 	 
	 	By  	Andrew W. Earls
 	 
	 	 	Name:  	Andrew W. Earls 	 
	 	 	Title:  	MD 	 
	 



Signature Page to Registration Rights Agreement