exv4w5






Exhibit 4.5




REGISTRATION RIGHTS AGREEMENT




Dated March 12, 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 COPY




REGISTRATION RIGHTS AGREEMENT




          THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into on March 12,
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 March 5, 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 $250 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 and the Guarantees attached thereto are herein referred to as the “Securities”. 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.




“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 or, if no such interest has been
paid, from March 12, 2010 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
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 between the Issuers, the Guarantors and The Bank of New York Mellon Trust Company N.A.,
as trustee, and as the same may be 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



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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 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



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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.




“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.



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“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. 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”);




(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.



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          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
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





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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 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. 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







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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 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



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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 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;



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(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 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




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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




(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



11









 






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
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.




12









 







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




(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



13









 






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 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.






14









 








          (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 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





15









 







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
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








16









 







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
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.





17









 








          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.




          (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.







18









 








          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 and 
Treasurer 	 
	 
	 	ZAYO CAPITAL, INC.

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

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

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

 	 
	 	By:  	/s/ Ken desGarennes
 	 
	 	 	Name:  	Ken desGarennes 	 
	 	 	Title:  	Vice President and 
Chief
Financial Officer 	 
	 



Registration Rights Agreement







 









 








	 	 	 	 	 
	 	ZAYO BANDWIDTH TENNESSEE, LLC

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

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

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

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

 	 
	 	By:  	/s/ Ken desGarennes
 	 
	 	 	Name:  	Ken desGarennes 	 
	 	 	Title:  	Vice President and 
Chief
Financial Officer 	 
	 



Registration Rights Agreement







 









 








	 	 	 	 	 
	 	ZAYO BANDWIDTH CENTRAL (VIRGINIA), LLC

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

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

 	 
	 	By:  	/s/ Ken desGarennes
 	 
	 	 	Name:  	Ken desGarennes 	 
	 	 	Title:  	Vice President and 
Chief
Financial Officer 	 
	 



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  	[ILLEGIBLE]
 	 	 
	 	Name: [ILLEGIBLE]	 	 	 
	 	Title:   [ILLEGIBLE]	 	 	 
	 



Registration Rights Agreement