exv10w35





Exhibit 10.35




EXECUTION VERSION




AGREEMENT AND PLAN OF MERGER




by and among



ZAYO GROUP, LLC



ZAYO MERGER SUB, INC.



and



FIBERNET TELECOM GROUP, INC.



Dated as of May 28, 2009



 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	ARTICLE I
	 	DEFINITIONS	 	 	1	 
	 
	 	 	 	 	 	 
	Section 1.1
	 	Definitions	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE II
	 	THE MERGER	 	 	10	 
	 
	 	 	 	 	 	 
	Section 2.1
	 	The Merger	 	 	10	 
	Section 2.2
	 	Closing	 	 	10	 
	Section 2.3
	 	Effective Time	 	 	10	 
	Section 2.4
	 	Effects of the Merger	 	 	11	 
	Section 2.5
	 	Organizational Documents	 	 	11	 
	Section 2.6
	 	Directors and Officers of Surviving Corporation	 	 	11	 
	 
	 	 	 	 	 	 
	ARTICLE III
	 	EFFECT OF THE MERGER ON CAPITAL STOCK	 	 	11	 
	 
	 	 	 	 	 	 
	Section 3.1
	 	Effect of the Merger on Capital Stock	 	 	11	 
	Section 3.2
	 	Surrender of Certificates	 	 	12	 
	Section 3.3
	 	Dissenting Shares	 	 	14	 
	Section 3.4
	 	Adjustments to Prevent Dilution	 	 	15	 
	Section 3.5
	 	Treatment of Options	 	 	15	 
	Section 3.6
	 	Treatment of Warrants	 	 	16	 
	 
	 	 	 	 	 	 
	ARTICLE IV
	 	REPRESENTATIONS AND WARRANTIES OF THE COMPANY	 	 	16	 
	 
	 	 	 	 	 	 
	Section 4.1
	 	Organization; Power; Qualification	 	 	16	 
	Section 4.2
	 	Corporate Authorization; Enforceability	 	 	17	 
	Section 4.3
	 	Capitalization; Options	 	 	17	 
	Section 4.4
	 	Subsidiaries	 	 	18	 
	Section 4.5
	 	Governmental Authorizations	 	 	19	 
	Section 4.6
	 	Non-Contravention	 	 	19	 
	Section 4.7
	 	Financial Reports and SEC Documents	 	 	19	 
	Section 4.8
	 	Undisclosed Liabilities	 	 	21	 
	Section 4.9
	 	Absence of Certain Changes	 	 	21	 
	Section 4.10
	 	Litigation	 	 	21	 
	Section 4.11
	 	Contracts	 	 	22	 
	Section 4.12
	 	Benefit Plans	 	 	23	 
	Section 4.13
	 	Labor Relations	 	 	25	 
	Section 4.14
	 	Taxes	 	 	26	 
	Section 4.15
	 	Environmental Liability	 	 	29	 
	Section 4.16
	 	Real Properties	 	 	29	 
	Section 4.17
	 	Permits; Compliance with Laws	 	 	30	 
	Section 4.18
	 	Intellectual Property	 	 	31	 
	Section 4.19
	 	Insurance	 	 	32	 
	Section 4.20
	 	Takeover Statutes	 	 	32	 
	Section 4.21
	 	Opinion of Financial Advisor	 	 	32	 
	Section 4.22
	 	Brokers and Finders	 	 	33	 






i 









 




TABLE OF CONTENTS
(continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	Section 4.23
	 	Certain Payments	 	 	33	 
	Section 4.24
	 	No Rights Plan	 	 	33	 
	Section 4.25
	 	Related Party Transactions	 	 	33	 
	Section 4.26
	 	Suppliers and Customers	 	 	33	 
	Section 4.27
	 	Network Facilities and Operations	 	 	34	 
	Section 4.28
	 	Bank Accounts	 	 	34	 
	Section 4.29
	 	Change In Control Payment Obligations	 	 	35	 
	Section 4.30
	 	No Other Representations or Warranties	 	 	35	 
	 
	 	 	 	 	 	 
	ARTICLE V
	 	REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER	 	 	35	 
	 
	 	 	 	 	 	 
	Section 5.1
	 	Organization and Power	 	 	35	 
	Section 5.2
	 	Corporate Authorization	 	 	36	 
	Section 5.3
	 	Enforceability	 	 	36	 
	Section 5.4
	 	Governmental Authorizations	 	 	36	 
	Section 5.5
	 	Non-Contravention	 	 	36	 
	Section 5.6
	 	Financing	 	 	37	 
	Section 5.7
	 	Absence of Litigation	 	 	37	 
	Section 5.8
	 	Disclosure	 	 	37	 
	Section 5.9
	 	Ownership of Shares	 	 	37	 
	Section 5.10
	 	No Other Representations or Warranties	 	 	38	 
	Section 5.11
	 	No Additional Representations	 	 	38	 
	 
	 	 	 	 	 	 
	ARTICLE VI
	 	COVENANTS	 	 	38	 
	 
	 	 	 	 	 	 
	Section 6.1
	 	Conduct of Business of the Company	 	 	41	 
	Section 6.2
	 	Other Actions	 	 	42	 
	Section 6.3
	 	Access to Information; Confidentiality	 	 	42	 
	Section 6.4
	 	Solicitation	 	 	46	 
	Section 6.5
	 	Takeover Statutes	 	 	46	 
	Section 6.6
	 	Company Proxy Statement; Other Filings; Stockholders’ Meeting	 	 	47	 
	Section 6.7
	 	Employees	 	 	48	 
	Section 6.8
	 	Directors’ and Officers’ Indemnification and Insurance	 	 	49	 
	Section 6.9
	 	All Reasonable Efforts	 	 	51	 
	Section 6.10
	 	Public Announcements	 	 	51	 
	Section 6.11
	 	FIRPTA Certificate	 	 	52	 
	Section 6.12
	 	Fees and Expenses	 	 	52	 
	Section 6.13
	 	Rule 16b-3	 	 	52	 
	Section 6.14
	 	Updated Financials	 	 	52	 
	Section 6.15
	 	Financing	 	 	52	 
	Section 6.16
	 	NASDAQ De-Listing	 	 	54	 
	Section 6.17
	 	Director Resignations	 	 	54	 
	Section 6.18
	 	Regulatory Licenses	 	 	54	 
	Section 6.19
	 	Acknowledgment	 	 	54	 






ii 









 




TABLE OF CONTENTS
(continued)





	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	ARTICLE VII
	 	CONDITIONS	 	 	54	 
	 
	 	 	 	 	 	 
	Section 7.1
	 	Conditions to the Obligations of Each Party	 	 	54	 
	Section 7.2
	 	Conditions to the Obligations of Parent and Purchaser	 	 	55	 
	Section 7.3
	 	Conditions to the Obligations of the Company	 	 	56	 
	Section 7.4
	 	Frustration of Conditions	 	 	56	 
	 
	 	 	 	 	 	 
	ARTICLE VIII
	 	TERMINATION, AMENDMENT AND WAIVER	 	 	56	 
	 
	 	 	 	 	 	 
	Section 8.1
	 	Termination by Mutual Consent	 	 	56	 
	Section 8.2
	 	Termination by Either Purchaser or the Company	 	 	56	 
	Section 8.3
	 	Termination by Purchaser	 	 	51	 
	Section 8.4
	 	Termination by the Company	 	 	51	 
	Section 8.5
	 	Effect of Termination	 	 	58	 
	Section 8.6
	 	Fees and Expenses Following Termination	 	 	58	 
	Section 8.7
	 	Amendment	 	 	60	 
	Section 8.8
	 	Extension; Waiver	 	 	60	 
	 
	 	 	 	 	 	 
	ARTICLE IX
	 	MISCELLANEOUS	 	 	61	 
	 
	 	 	 	 	 	 
	Section 9.1
	 	Interpretation	 	 	61	 
	Section 9.2
	 	Survival	 	 	61	 
	Section 9.3
	 	Governing Law	 	 	61	 
	Section 9.4
	 	Submission to Jurisdiction	 	 	62	 
	Section 9.5
	 	Waiver of Jury Trial	 	 	62	 
	Section 9.6
	 	Notices	 	 	62	 
	Section 9.7
	 	Entire Agreement	 	 	63	 
	Section 9.8
	 	Parent and Purchaser Obligations	 	 	63	 
	Section 9.9
	 	No Third Party Beneficiaries	 	 	63	 
	Section 9.10
	 	Severability	 	 	64	 
	Section 9.11
	 	Rules of Construction	 	 	64	 
	Section 9.12
	 	Assignment	 	 	64	 
	Section 9.13
	 	Specific Performance	 	 	64	 
	Section 9.14
	 	Counterparts; Effectiveness	 	 	65	 







iii 











 





AGREEMENT AND PLAN OF MERGER




          THIS AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”) is
entered into as of May 28, 2009, by and among Zayo Group, LLC (“Parent”), a Delaware limited
liability company, Zayo Merger Sub, Inc. (“Purchaser”), a Delaware corporation and direct
wholly-owned subsidiary of Parent, and FiberNet Telecom Group, Inc., a Delaware corporation (the
“Company”).



RECITALS




          WHEREAS, the respective boards of directors or managers of Parent, Purchaser and the Company
have determined that it is in the best interests of their respective stockholders for Parent to
acquire the Company on the terms and subject to the conditions set forth in this Agreement;



          WHEREAS, the parties intend to consummate the Merger (as defined herein) with the Company
surviving the Merger as a wholly owned subsidiary of Parent in accordance with the DGCL on the
terms and conditions set forth herein;



          WHEREAS, the Board of Directors of the Company (the “Company Board”), has unanimously
(i) determined that it is in the best interests of the Company and its stockholders, and declared
it advisable, to enter into this Agreement with Parent and Purchaser and (ii) approved the
execution, delivery and performance of this Agreement and the consummation of the Merger and the
other transactions contemplated hereby;



          WHEREAS, the Board of Managers of Parent has unanimously approved this Agreement and declared
it advisable for Parent to enter into this Agreement;



          WHEREAS, the Board of Directors of Purchaser has unanimously approved this Agreement and
declared it advisable for Purchaser to enter into this Agreement; and



          WHEREAS, the parties desire to make certain representations, warranties, covenants and
agreements in connection with the Merger and the transactions contemplated by this Agreement and
also to prescribe certain conditions to the Merger.



          NOW, THEREFORE, in consideration of the foregoing and of the representations, warranties,
covenants and agreements contained in this Agreement, the parties, intending to be legally bound,
agree as follows:



ARTICLE I

DEFINITIONS




          Section 1.1 Definitions. For purposes of this Agreement, the following
terms will have the following meanings when used herein with initial capital letters:



          (1) “Acceptable Confidentiality Agreement” means a customary confidentiality
and standstill agreement containing terms no less favorable to the Company than



 









 




those set forth in the Confidentiality Agreement; provided, that such confidentiality
agreement shall not prohibit compliance with any of the provisions of Section 6.4.




          (2) “Acquiror Disclosure Letter” has the meaning set forth in Article V.



          (3) “Acquiror Material Adverse Effect” means any event, change,
circumstance, occurrence, effect or state of facts that, individually or in the aggregate,
materially impairs the ability of Parent and Purchaser to consummate, or prevents or materially
delays, the Merger or any of the other transactions contemplated by this Agreement or would
reasonably be expected to do so.



          (4) “Adverse Recommendation Change” has the meaning set forth in Section
6.4(e).



          (5) “Affiliate” means, with respect to any Person, any other Person that
directly or indirectly controls, is controlled by or is under common control with, such first
Person. For the purposes of this definition, “control” (including, with correlative meanings, the
terms “controlling,” “controlled by” and “under common control with”), as applied to any Person,
means the possession, directly or indirectly, of the power to direct or cause the direction of the
management and policies of that Person, whether through the ownership of voting securities, by
Contract or otherwise.



          (6) “Affiliated Group” has the meaning set forth in Section 4.14(a).



          (7) “Agreement” has the meaning set forth in the Preamble.



          (8) “Alternative Acquisition Agreement” has the meaning set forth in Section
6.4(e).



          (9) “Alternative Financing” has the meaning set forth in Section 6.15(a).



          (10) “Antitrust Division” has the meaning set forth in Section 6.9(a).



          (11) “Business Day” means any day, other than Saturday, Sunday or a day on
which banking institutions in the City of New York are generally closed.



          (12) “CAPUC License” means the Company’s or one of its Subsidiary’s
authorization by the California Public Utilities Commission to provide competitive interexchange
and local exchange services on a resale basis and local facilities-based services on a limited
basis.



          (13) “Certificate” has the meaning set forth in Section 3.1(c).



          (14) “Certificate of Incorporation” means the Company’s Amended and Restated
Certificate of Incorporation.



          (15) “Certificate of Merger” has the meaning set forth in Section 2.3.



2









 





          (16) “Change In Control Plan” means that certain plan that was approved and
adopted by the Company Board on August 17, 2006 in order to specify certain benefits that will
accrue to Qualified Employees (as such term is defined in the Change In Control Plan) in connection
with a change in control.



          (17) “Closing” has the meaning set forth in Section 2.2.



          (18) “Closing Date” has the meaning set forth in Section 2.2.



          (19) “Code” means the Internal Revenue Code of 1986, as amended.



          (20) “Common Stock” has the meaning set forth in Section 3.1(a).



          (21) “Communications Licenses” has the meaning set forth in Section 4.17(c).



          (22) “Company” has the meaning set forth in the Preamble.



          (23) “Company Assets” has the meaning set forth in Section 4.6.



          (24) “Company Benefit Plans” has the meaning set forth in Section 4.12(a).



          (25) “Company Board” has the meaning set forth in the Recitals.



          (26) “Company Board Recommendation” has the meaning set forth in Section
4.2(a).



          (27) “Company Bylaws” has the meaning set forth in Section 4.1.



          (28) “Company Contract” has the meaning set forth in Section 4.11(a).



          (29) “Company Disclosure Letter” has the meaning set forth in Article IV.



          (30) “Company Financial Advisor” has the meaning set forth in Section 4.21.



          (31) “Company Intellectual Property” has the meaning set forth in Section
4.18(c).



          (32) “Company Material Adverse Effect” means any event, state of facts,
circumstance, development, change or effect that, individually or in the aggregate with all other
events, states of fact, circumstances, developments, changes and effects, (i) is or is reasonably
likely to be materially adverse to the business, assets, condition (financial or otherwise) or
results of operations of the Company and its Subsidiaries, taken as a whole, other than any event,
state of facts, circumstance, development, change or effect resulting from (A) changes in general
economic conditions including, without limitation, deterioration of capital or financial markets;
(B) general changes or developments in the industries in which the Company and its Subsidiaries
operate; (C) acts of terrorism occurring in the United States or in foreign countries where the
Company, either directly or through its Subsidiaries, conducts a material portion of the Company’s
business; (D) changes in any Law or GAAP or interpretation thereof after the date hereof; (E)
demonstrably resulting from the announcement of this Agreement and the



3









 







transactions contemplated hereby; (F) any failure, in and of itself, by the Company to meet any
estimates of revenues or earnings for any period (provided, however, that, the
underlying cause for such failure may be considered in determining whether there may be a Company
Material Adverse Effect); or (G) a decline in the price or trading volume of the Company’s Common
Stock on the NASDAQ (provided, however, that, the underlying cause for such failure
may be considered in determining whether there may be a Company Material Adverse Effect);
provided, that with respect to clauses (A), (B), (C) and (D), the impact of such events,
states of fact, circumstances, developments, changes or effects is not disproportionately adverse
to the Company and its Subsidiaries, taken as a whole, relative to similarly situated entities; or
(ii) would prevent or materially impair or materially delay the ability of the Company to perform
its obligations under this Agreement or to consummate the transactions contemplated hereby.



          (33) “Company Organizational Documents” means the Certificate of
Incorporation and bylaws (or the equivalent organizational documents) of the Company and each of
its Subsidiaries, in each case as in effect on the date of this Agreement.



          (34) “Company Permits” has the meaning set forth in Section 4.17(b).



          (35) “Company Proxy Statement” has the meaning set forth in Section 4.5.



          (36) “Company SEC Documents” has the meaning set forth in Section 4.7(a).



          (37) “Company Stockholder Approval” has the meaning set forth in Section
3.1.



          (38) “Company Stockholder Meeting” has the meaning set forth in Section
4.2(a).



          (39) “Company Stock Award Plans” has the meaning set forth in Section
4.3(a).



          (40) “Confidentiality Agreement” means that certain confidentiality
agreement by and between the Company and Parent, dated as of April 17, 2009.



          (41) “Contracts” means any contracts, agreements, licenses, notes,
debentures, guarantees, purchase or sale orders, bonds, mortgages, indentures, commitments, leases
or other instruments or obligations, arrangements, understandings or undertakings, whether written
or oral.



          (42) “Credit Facility” has the meaning set forth in Section 4.4.



          (43) “DGCL” means the Delaware General Corporation Law.



          (44) “Dissenting Shares” has the meaning set forth in Section 3.3.



          (45) “Dissenting Stockholder” has the meaning set forth in Section 3.3.



          (46) “Effective Time” has the meaning set forth in Section 2.3.



4









 





          (47) “Environmental Claims” means, in respect of any Person, (i) any and all
administrative, regulatory or judicial actions, suits, orders, decrees, demands, directives,
claims, liens, proceedings or written notices of noncompliance or violation alleging potential
presence or Release of, or exposure to, any Hazardous Materials at any location, whether or not
owned, operated, leased or managed by such Person, or (ii) any and all indemnification, cost
recovery, compensation or injunctive relief resulting from the presence or Release of, or exposure
to, any Hazardous Materials.



          (48) “Environmental Laws” means all applicable federal, state, local and
foreign laws (including international conventions, protocols and treaties), common law, rules,
regulations, orders, decrees, judgments, binding agreements or Environmental Permits issued,
promulgated or entered into, by or with any Governmental Entity, relating to pollution, Hazardous
Materials, health or safety, natural resources or the protection, investigation or restoration of
the environment as in effect on the date of this Agreement.



          (49) “Environmental Permits” means all permits, licenses, registrations and
other governmental authorizations required under applicable Environmental Laws.



          (50) “ERISA” has the meaning set forth in Section 4.12(a).



          (51) “ERISA Affiliate” has the meaning set forth in Section 4.12(b).



          (52) “Excess Amount” has the meaning set forth in Section 3.1(e).



          (53) “Exchange Act” means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.



          (54) “Excluded Party” has the meaning set forth in Section 6.4(b).



          (55) “Excluded Share(s)” has the meaning set forth in Section 3.1(b).



          (56) “Expenses” has the meaning set forth in Section 6.12.



          (57) “Extended Termination Date” has the meaning set forth in Section
8.2(a).



          (58) “FCC” has the meaning set forth in Section 4.17(c).



          (59) “FCC License” means the Company’s or one of its Subsidiary’s
authorization by the FCC to provide both domestic and international interexchange services, and to
provide global facilities-based and global resale services.



          (60) “Financing” has the meaning set forth in Section 6.15(a).



          (61) “Financing Agreements” means that certain Securities Purchase
Agreement, dated as of February 9, 2009, by and among Communications Infrastructure Investments,
LLC and the several Purchasers named in Schedule D thereto, that certain Second Amended and
Restated Limited Liability Company Agreement of Communications



5









 







Infrastructure Investments, LLC, dated as of February 9, 2009, and the Related Agreements (as
defined in the Securities Purchase Agreement).



          (62) “Financing Arrangements” has the meaning set forth in Section 6.15(b).



          (63) “FIRPTA Certificate” has the meaning set forth in Section 6.11.



          (64) “FTC” has the meaning set forth in Section 6.9(a).



          (65) “GAAP” has the meaning set forth in Section 4.7(b).



          (66) “Governmental Entity” has the meaning set forth in Section 4.5.



          (67) “Hazardous Materials” means (i) any substance that is listed,
classified, regulated or subject to under any Environmental Laws; (ii) any petroleum product or
by-product, asbestos-containing material, lead-containing paint or plumbing, polychlorinated
biphenyls, radioactive material, molds, or radon; or (iii) any other substance that is the subject
of regulatory action, or that could give rise to liability, under any Environmental Laws.



          (68) “HSR Act” has the meaning set forth in Section 4.5.



          (69) “Indemnified Parties” has the meaning set forth in Section 6.8(a).



          (70) “Indebtedness” has the meaning set forth in Section 6.1(f).



          (71) “Initial Termination Date” has the meaning set forth in Section 8.2(a).



          (72) “Intellectual Property” has the meaning set forth in Section 4.18(c).



          (73) “IRS” has the meaning set forth in Section 4.12(d).



          (74) “IRU” has the meaning set forth in Section 4.11(a)(xi).



          (75) “Knowledge” means (i) with respect to the Company, the actual
knowledge, after reasonable investigation, of the Persons set forth in Section 1.1 of the Company
Disclosure Letter; and (b) with respect to the Parent or Purchaser, the actual knowledge, after
reasonable investigation, of the Persons set forth in Section 1.1 of the Acquiror Disclosure
Letter.



          (76) “Laws” means any domestic or foreign laws, statutes, ordinances, rules
(including rules of common law), regulations, codes, executive orders or legally enforceable
requirements enacted, issued, adopted, promulgated or applied by any Governmental Entity.



          (77) “Leased Properties” has the meaning set forth in Section 4.16(b).



          (78) “Legal Action” has the meaning set forth in Section 4.10.



          (79) “Liabilities” means any losses, liabilities, claims, damages or
expenses, including reasonable legal fees and expenses.



6









 





          (80) “Liens” means any mortgages, deeds of trust, liens (statutory or other)
pledges, security interests, claims, covenants, conditions, restrictions, options, rights of first
offer or refusal, charges, easements, rights-of-way, encroachments, third party rights or other
encumbrances or title defects of any kind or nature.



          (81) “Major Customers” has the meaning set forth in Section 4.26(b).



          (82) “Major Suppliers” has the meaning set forth in Section 4.26(a).



          (83) “Maximum Premium” has the meaning set forth in Section 6.8(b).



          (84) “Measurement Date” has the meaning set forth in Section 4.3(a).



          (85) “Merger” has the meaning set forth in Section 2.1.



          (86) “Merger Consideration” has the meaning set forth in Section 3.1(b).



          (87) “NASDAQ” has the meaning set forth in Section 4.5.



          (88) “NJBPU License” means the Company’s or one of its Subsidiary’s
authorization by the New Jersey Board of Public Utilities to provide local and interexchange
services.



          (89) “NYPSC License” means the Company’s or one of its Subsidiary’s
authorization by the New York Public Service Commission to provide switched and non-switched
intercity and intracity telecommunications services and to resell all forms of telephone service in
the state of New York.



          (90) “Notice Period” has the meaning set forth in Section 6.4(e).



          (91) “Orders” means any orders, judgments, injunctions, awards, decrees or
writs handed down, adopted or imposed by, including any consent decree, settlement agreement or
similar written agreement with, any Governmental Entity.



          (92) “Other Filings” has the meaning set forth in Section 6.6(a).



          (93) “Parent” has the meaning set forth in the Preamble.



          (94) “Parent Expenses” has the meaning set forth in Section 8.6(a).



          (95) “Parent Plan” has the meaning set forth in Section 6.7.



          (96) “Paying Agent” has the meaning set forth in Section 3.2(a).



          (97) “Payment Fund” has the meaning set forth in Section 3.2(a).



          (98) “Permits” has the meaning set forth in Section 4.17(b).



7









 





          (99) “Permitted Liens” means (i) liens for Taxes not yet due and payable or
that are being contested in good faith and by appropriate proceedings; (ii) mechanics’,
materialmen’s or other liens or security interests that secure a liquidated amount that are being
contested in good faith and by appropriate proceedings; (iii) liens contemplated by the Credit
Facility or (iv) any other liens, security interests, easements, rights-of-way, encroachments,
restrictions, conditions and other encumbrances that do not secure a liquidated amount, that have
been incurred or suffered in the ordinary course of business and that would not, individually or in
the aggregate, have a material effect on the assets or properties to which they relate.



          (100) “Person” means any individual, corporation, limited or general
partnership, limited liability company, limited liability partnership, trust, association, joint
venture, Governmental Entity and other entity and group (which term will include a “group” as such
term is defined in Section 13(d)(3) of the Exchange Act).



          (101) “Preferred Stock” has the meaning set forth in Section 4.3(a).



          (102) “Property” has the meaning set forth in Section 4.16(b).



          (103) “Property Contracts” has the meaning set forth in Section 4.16(b).



          (104) “Purchaser” has the meaning set forth in the Preamble.



          (105) “Release” means any actual or threatened release, spill, emission,
leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or
migration into the environment.



          (106) “Representatives” means, when used with respect to Purchaser or the
Company, the directors, officers, employees, consultants, accountants, legal counsel, investment
bankers, agents and other representatives of Parent, Purchaser or the Company, as applicable, and
its Subsidiaries.



          (107) “Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended.



          (108) “SEC” means the Securities and Exchange Commission.



          (109) “Securities Act” means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.



          (110) “Share(s)” has the meaning set forth in Section 3.1(a).



          (111) “Solicitation Period End Time” has the meaning set forth in Section
6.4(a).



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



          (113) “Stock Option(s)” has the meaning set forth in Section 3.5.



8









 





          (114) “Subsequent Company SEC Documents” has the meaning set forth in
Section 4.7(a).



          (115) “Subsidiary” means, when used with respect to Parent, Purchaser or the
Company, any other Person (whether or not incorporated) that Parent, Purchaser or the Company, as
applicable, directly or indirectly owns or has the power to vote or control 50% or more of any
class or series of capital stock or other equity interests of such Person.



          (116) “Superior Proposal” means any bona fide written Takeover Proposal that
is on terms that the Company Board determines in good faith (after consultation with the Company’s
outside counsel), taking into account all legal, financial, regulatory and other aspects of the
Takeover Proposal that the Company Board deems in good faith, to be material, including the Person
making the Takeover Proposal and the financing terms thereof, is more favorable to the Company’s
stockholders than the Merger (taking into account all of the terms of any binding and irrevocable
proposal by Purchaser to amend or modify the terms of the Merger and the other transactions
contemplated by this Agreement); provided, that for purposes of this definition of
references in the term Takeover Proposal to “20%” shall be deemed to be references to “50%.”



          (117) “Surviving Corporation” has the meaning set forth in Section 2.1.



          (118) “Takeover Laws” has the meaning set forth in Section 4.20.



          (119) “Takeover Proposal” means (i) any inquiry, proposal or offer from any
Person or group of Persons other than Parent, Purchaser or their Affiliates relating to any direct
or indirect acquisition or purchase of a business or division (or more than one of them) that in
the aggregate constitutes (x) 20% or more of the net revenues, net income or assets of the Company
and its Subsidiaries, taken as a whole, or (y) 20% or more of the equity interest in the Company
(by vote or value); (ii) any tender offer or exchange offer that if consummated would result in any
Person or group of Persons beneficially owning 20% or more of the equity interest (by vote or
value) in the Company; or (iii) any merger, reorganization, consolidation, share exchange, business
combination, recapitalization, or similar transaction involving the Company (or any Subsidiary or
Subsidiaries of the Company whose business constitutes 20% or more of the net revenues, net income
or assets of the Company and its Subsidiaries, taken as a whole).



          (120) “Taxes” means (i) any and all federal, state, provincial, local,
foreign and other taxes, levies, fees, imposts, duties, and similar governmental charges (including
any interest, fines, assessments, penalties or additions to tax imposed in connection therewith or
with respect thereto) including (x) taxes imposed on, or measured by, income, franchise, profits or
gross receipts, and (y) ad valorem, value added, capital gains, sales, goods and services, use,
real or personal property, capital stock, license, branch, payroll, estimated, withholding,
employment, social security (or similar), unemployment, compensation, utility, severance,
production, excise, stamp, occupation, premium, windfall profits, transfer and gains taxes, and
customs duties, (ii) any liability for payment of amounts described in clause (i) whether as a
result of transferee liability, joint and several liability for being a member of an affiliated,
consolidated, combined, unitary or other group for any period, or otherwise by operation of
applicable Laws, and (iii) any liability for the payment of amounts described in clause (i) or (ii)
as a result of any tax sharing,



9









 







tax indemnity or tax allocation agreement or any other express or implied agreement to pay or
indemnify any other Person.



          (121) “Tax Returns” means any and all reports, returns, declarations, claims
for refund, elections, disclosures, estimates, information reports or returns or statements
required to be supplied to a taxing authority in connection with Taxes, including any schedule or
attachment thereto or amendment thereof.



          (122) “Termination Fee” has the meaning set forth in Section 8.6(a).



          (123) “Treasury Regulations” means the Treasury regulations promulgated under the Code.



          (124) “USRPHC” has the meaning set forth in Section 6.11.



          (125) “Warrant(s)” has the meaning set forth in Section 3.6.



          (126) “Warrant Payments” has the meaning set forth in Section 3.6.



ARTICLE II

THE MERGER




          Section 2.1 The Merger. On the terms and subject to the conditions set
forth in this Agreement, and in accordance with the DGCL, at the Effective Time, (a) Purchaser will
merge with and into the Company (the “Merger”) and (b) the separate corporate existence of
Purchaser will cease and the Company will continue its corporate existence under Delaware law as
the surviving corporation in the Merger (the “Surviving Corporation”).



          Section 2.2 Closing. Unless otherwise mutually agreed in writing by the
Company and Purchaser, the closing of the Merger (the “Closing”) will take place at the
offices of Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, New York 10019, at 10:00
a.m. New York time on a date mutually agreed upon by Purchaser and the Company, but not later than
the fifth (5th) Business Day following the day on which the last to be satisfied or waived of the
conditions set forth in Article VII (other than those conditions that by their nature are to be
satisfied by actions taken at the Closing, but subject to the satisfaction or waiver of those
conditions) will have been satisfied or waived in accordance with this Agreement (the date on which
the Closing actually occurs is hereinafter referred to as the “Closing Date”).



          Section 2.3 Effective Time. Subject to the provisions of this Agreement, at
the Closing, Purchaser and the Company will cause a certificate of merger in a form reasonably
acceptable to Purchaser and the Company (the “Certificate of Merger”) to be executed,
acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the
DGCL as soon as practicable on or after the Closing Date, and make any and all other filings or
recordings required under the DGCL. The Merger will become effective at such time as the
Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or
at such later date or time as may be agreed by Purchaser and the Company in writing and specified
in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being
hereinafter referred to as the “Effective Time”).



10









 





          Section 2.4 Effects of the Merger. The Merger will generally have the
effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting
the generality of the foregoing, and subject thereto, at the Effective Time, all of the property,
rights, privileges, powers and franchises of the Company and Purchaser shall vest in the Surviving
Corporation and all debts, Liabilities and duties of the Company and Purchaser shall become debts,
Liabilities and duties of the Surviving Corporation.



          Section 2.5 Organizational Documents. At the Effective Time, (a) the
Certificate of Incorporation, as in effect immediately prior to the Effective Time, shall be
amended and restated as of the Effective Time so as to contain the provisions, and only the
provisions, contained immediately prior to the Effective Time in the certificate of incorporation
of Purchaser until thereafter amended in accordance with the provisions thereof and as provided by
applicable Law, except for Article I thereof, which shall read “the name of the corporation is
FiberNet Telecom Group, Inc.” and (b) the bylaws of Purchaser will be the bylaws of the Surviving
Corporation, until thereafter changed or amended as provided therein, in the certificate of
incorporation of the Surviving Corporation or by applicable Law.



          Section 2.6 Directors and Officers of Surviving Corporation. The directors
of Purchaser, as of the Effective Time, shall, from and after the Effective Time, be the directors
of the Surviving Corporation, and the officers of the Surviving Corporation shall, from and after
the Effective Time, be as set forth on Section 2.6 of the Acquiror Disclosure Letter, and such
directors and officers shall serve until their successors have been duly elected or appointed and
qualified or until their earlier death, resignation or removal in accordance with the certificate
of incorporation of the Surviving Corporation, the bylaws of the Surviving Corporation and
applicable Law.



ARTICLE III

EFFECT OF THE MERGER ON CAPITAL STOCK




          Section 3.1 Effect of the Merger on Capital Stock. At the Effective Time,
as a result of the Merger and without any action on the part of Parent, Purchaser or the Company or
the holder of any capital stock of Parent, Purchaser or the Company (other than the requisite
approval of the Merger by the stockholders of the Company in accordance with the DGCL (the
“Company Stockholder Approval”)):



          (a) Cancellation of Certain Common Stock. Each of the outstanding shares
(each, a “Share, and collectively, the “Shares”) of common stock, par value $0.001
per share, of the Company (“Common Stock”) that is owned by Parent or Purchaser or any of
their respective direct or indirect wholly-owned Subsidiaries or any direct or indirect
wholly-owned Subsidiary of the Company (other than Shares held on behalf of third parties), and
each Share that is owned by the Company as treasury stock, will automatically be cancelled and
retired and will cease to exist without any conversion thereof, and no consideration will be
delivered in exchange therefor.



          (b) Conversion of Common Stock. Each Share issued and outstanding
immediately prior to the Effective Time (other than (i) Shares to be cancelled and retired in
accordance with Section 3.1(a) and (ii) Dissenting Shares (each, an “Excluded Share” and



11









 




collectively, the “Excluded Shares”)) will automatically be converted into the right to
receive an amount equal to $11.45 per share, net to the holder thereof in cash and without interest
thereon and subject to adjustment pursuant to Section 3.1(e) below (the “Merger
Consideration”), payable upon surrender of such Shares in the manner provided in Section 3.2.




          (c) Cancellation of Shares. All Shares when converted in accordance with
Section 3.1(b) will no longer be outstanding and all such Shares will automatically be cancelled
and retired and will cease to exist, and, subject to Section 3.3, each holder of a certificate
formerly representing any such Shares (each, a “Certificate”) will cease to have any rights
with respect thereto, except the right to receive the Merger Consideration in accordance with this
Article III.



          (d) Conversion of Purchaser Capital Stock. Each share of common stock, par
value $0.001 per share, of Purchaser issued and outstanding immediately prior to the Effective Time
will automatically be converted into one share of common stock, par value $0.001 per share, of the
Surviving Corporation.



          (e) Adjustment to Merger Consideration. In the event that the aggregate
amount of payments to be made pursuant to this Article III is increased by more than Ten Thousand
Dollars ($10,000) as a result of the Company’s breach of its representations and warranties set
forth in Section 4.3(a) (the amount of such increase above Ten Thousand Dollars ($10,000) being
referred to herein as the “Excess Amount”), the payments to be made pursuant to this
Article III shall be ratably and equitably reduced so that the aggregate amount of payments to be
made pursuant to this Article III is reduced by an amount equal to the Excess Amount.



          Section 3.2 Surrender of Certificates.



          (a) Paying Agent. Prior to the Effective Time, for the benefit of the
holders of Shares (other than Excluded Shares), the holders of Stock Options (as defined herein)
and the holders of Warrants (as defined herein), Purchaser will designate, or cause to be
designated, a bank or trust company that is reasonably acceptable to the Company (the “Paying
Agent”) to act as agent for the payment of the Merger Consideration in respect of Certificates
upon surrender of such Certificates (or effective affidavits of loss in lieu thereof) and the
amounts owed to the holders of the Stock Options and the Warrants in accordance with this Article
III from time to time after the Effective Time. Immediately prior to the Effective Time, Parent or
Purchaser will deposit, or cause to be deposited, with the Paying Agent in trust for the benefit of
the Company’s stockholders and holders of Stock Options or Warrants cash in amounts sufficient for
the payment of the aggregate amount of Merger Consideration pursuant to Section 3.1(b) upon
surrender of such Certificates and for the payments in respect of the Stock Options pursuant to
Section 3.5 and the Warrants pursuant to Section 3.6 (such cash being herein referred to as the
“Payment Fund”). The Paying Agent shall, pursuant to irrevocable instructions, make the
payments required by this Article III out of the Payment Fund and the Payment Fund shall not be
used for any other purpose. Purchaser will enter into a paying agent agreement on customary terms,
which terms shall be in form and substance reasonably acceptable to the Company, prior to the
Effective Time. The Payment Fund shall be invested by the Paying Agent as directed by Purchaser
and the Company; provided, however, that such investments shall be in obligations
of



12









 




or guaranteed by the United States of America or any agency or instrumentality thereof and backed
by the full faith and credit of the United States of America, in commercial paper obligations rated
A-1 or P-1 or better by Moody’s Investors Service, Inc. or Standard & Poor’s Corporation,
respectively, in certificates of deposit, bank repurchase agreements or banker’s acceptances of
commercial banks with capital exceeding $1 billion (based on the most recent financial statements
of such bank which are then publicly available) or in money market funds. Any net profit resulting
from, or interest or income produced by, such investments shall be property of and payable to
Parent or as Parent otherwise directs. To the extent that there are losses with respect to such
investments, or the Payment Fund diminishes for other reasons below the level required to make
payments of the amounts required by and in accordance with this Article III, Parent shall promptly
replace or restore the portion of the Payment Fund so lost so as to ensure that the Payment Fund
is, at all times, maintained at a level sufficient to make such payments. No diminution in value
of the Payment Fund shall have any effect on the amounts required to be paid by Parent or Purchaser
under this Article III.




          (b) Payment Procedures. As soon as reasonably practicable after the
Effective Time (but in no event more than five (5) Business Days following the Effective Time),
Parent shall cause the Paying Agent to mail to each holder of record of Shares (other than Excluded
Shares) a letter of transmittal in customary form as reasonably agreed by Purchaser and the Company
specifying that delivery will be effected, and risk of loss and title to the Certificates will
pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu
thereof) to the Paying Agent and instructions for use in effecting the surrender of the
Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Merger
Consideration. Upon the proper surrender of a Certificate (or effective affidavit of loss in lieu
thereof) to the Paying Agent, together with a properly completed letter of transmittal, duly
executed, and such other documents as may reasonably be requested by the Paying Agent, the holder
of such Certificate will be entitled to receive in exchange therefor cash in the amount (after
giving effect to any required tax withholdings) that such holder has the right to receive pursuant
to this Article III in the form of a check, to be mailed, as soon as reasonably practicable (but in
no event more than five (5) Business Days after the receipt thereof), and the Certificate so
surrendered will forthwith be cancelled. No interest will be paid or accrued on any amount payable
upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is
not registered in the transfer records of the Company, cash to be paid upon due surrender of the
Certificate may be paid to such a transferee if the Certificate formerly representing such Shares
is presented to the Paying Agent, accompanied by all documents required to evidence and effect such
transfer and to evidence that any applicable stock transfer Taxes have been paid or are not
applicable. All payments owed to the holders of Stock Options or holders of Warrants shall be made
from the Payment Fund as soon as reasonably practicable after the Effective Time (but in no event
more than five (5) Business Days after the Effective Time).



          (c) Withholding Taxes. The Surviving Corporation and the Paying Agent will
be entitled to deduct and withhold from amounts otherwise payable pursuant to this Agreement to any
holder of Shares or holder of Stock Options or Warrants any amounts that are required to be
deducted and withheld with respect to such payments under the Code and the rules and Treasury
Regulations promulgated thereunder, or any comparable provisions of any state, local or foreign Tax
Laws, except that the Surviving Corporation and the Paying Agent will not withhold any amount by
reason of Section 1445 of the Code if the Company provides the



13









 




FIRPTA Certificate required under Section 6.11 unless otherwise required by applicable Laws. Any
amounts so deducted and withheld will be treated for all purposes of this Agreement as having been
paid to the holder of the Shares or holders of Stock Options or Warrants, as the case may be, in
respect of which such deduction and withholding was made.




          (d) No Further Transfers. All cash paid upon the surrender for exchange of
Certificates in accordance with the terms of this Article III shall be deemed to have been paid in
full satisfaction of all rights pertaining to the Shares formerly represented by such Certificates.
After the Effective Time, there will be no transfers on the stock transfer books of the Company of
Shares that were outstanding immediately prior to the Effective Time other than to settle transfers
of Shares that occurred prior to the Effective Time. If, after the Effective Time, Certificates
are presented to the Paying Agent, they will be cancelled and exchanged for the Merger
Consideration as provided in this Article III.



          (e) Termination of Payment Fund. Any portion of the Payment Fund that
remains undistributed pursuant to this Article III on the date that is nine months after the
Effective Time will be delivered to the Surviving Corporation, on demand, and any holder of a
Certificate who has not theretofore complied with this Article III, or any holder of Stock Options
or Warrants that has not received the payment contemplated by this Article III, will thereafter
look only to the Surviving Corporation, and the Surviving Corporation shall remain fully liable,
for payments owed to such holder under this Article III. Any portion of the Payment Fund remaining
unclaimed by holders of Shares, Stock Options or Warrants as of the date which is immediately prior
to such time as such amounts would otherwise escheat to or become property of any Governmental
Entity shall, to the extent permitted by applicable Law, become the property of the Surviving
Corporation free and clear of any claims or interest of any person previously entitled thereto.
None of Parent, the Paying Agent or the Surviving Corporation shall be liable to any holder of
Shares, Stock Options or Warrants for cash delivered to a public official pursuant to any abandoned
property, escheat or similar Law.



          (f) Lost, Stolen or Destroyed Certificates. In the event any Certificate
has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person
claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving
Corporation, the posting by such Person of a bond in customary amount and upon such terms as the
Surviving Corporation may determine are necessary as indemnity against any claim that may be made
against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost,
stolen or destroyed Certificate the Merger Consideration pursuant to this Agreement.



          Section 3.3 Dissenting Shares. Notwithstanding any provision of this
Agreement to the contrary and to the extent available under the DGCL, any Shares outstanding
immediately prior to the Effective Time that are held by a stockholder (a “Dissenting
Stockholder”) who has neither voted in favor of the adoption of this Agreement or the Merger
nor consented thereto in writing or is otherwise entitled to dissenters’ rights under Section 262
of the DGCL and who has validly asserted dissenters’ rights with respect to the Merger in
accordance with the DGCL for such Shares and otherwise not withdrawn or lost such rights (the
“Dissenting Shares”), will not be converted into, or represent the right to receive, the
Merger Consideration. Instead such stockholder shall be entitled to payment of the fair value of
the Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (and at the



14









 




Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be
canceled and shall cease to exist, and such holder shall cease to have any rights with respect
thereto, except the right to receive the fair value of such Dissenting Shares in accordance with
the provisions of Section 262 of the DGCL), unless and until such holder shall have failed to
perfect or shall have effectively withdrawn or lost his or her dissenters’ rights, in which
instance such holder’s Shares shall not be deemed Dissenting Shares but shall be entitled to
receive the applicable Merger Consideration in accordance with this Article III. Dissenting
Stockholders will be entitled to the rights with respect to the Dissenting Shares held by them in
accordance with the provisions of the DGCL, including Section 262 of the DGCL, except that all
Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn
or otherwise lose their dissenters’ rights pursuant to the provisions of the DGCL will thereupon be
deemed to have been converted into, and represent the right to receive, the Merger Consideration in
the manner provided in Article III and will no longer be Excluded Shares. Notwithstanding anything
to the contrary contained in this Section 3.3, if the Merger is abandoned prior to the Effective
Time, then the right of any stockholder to be paid the fair value of such stockholder’s Dissenting
Shares pursuant to the provisions of the DGCL will automatically cease and terminate with no
further action by any Person. The Company will give Parent and Purchaser prompt notice of any
written demands to receive fair value for Shares held by a stockholder, attempted withdrawals of
such demands, and any other instruments served pursuant to applicable Law received by the Company
relating to rights of dissent with respect to the Merger. The Company will give Parent and
Purchaser the opportunity to participate in and direct all negotiations and proceedings with
respect to assertion of dissenters’ rights. The Company will not, except with the prior written
consent of Parent and Purchaser (which consent shall not be unreasonably withheld or delayed), make
any payment with respect to any demands for payment of fair value for Dissenting Shares, offer to
settle or settle any such demands or approve any withdrawal or other treatment of any such demands.




          Section 3.4 Adjustments to Prevent Dilution. In the event that the Company
changes the number of Shares, or securities convertible or exchangeable into or exercisable for
Shares, issued and outstanding prior to the Effective Time as a result of a reclassification, stock
split (including a reverse stock split), stock dividend or distribution, recapitalization, merger,
subdivision, issuer tender or exchange offer, or other similar transaction, the Merger
Consideration (if such event occurs prior to the Effective Time) and the amounts payable pursuant
to this Article III will be equitably adjusted to reflect such change; provided, that
nothing herein shall be construed to permit the Company to take any action with respect to its
securities that is prohibited or not expressly permitted by the terms of this Agreement.



          Section 3.5 Treatment of Options. Each option to purchase shares of Common
Stock, whether vested or not, (individually a “Stock Option” and collectively, the
“Stock Options”) outstanding immediately prior to the Effective Time pursuant to the
Company Stock Award Plans or otherwise will at the Effective Time be cancelled and the holder of
such Stock Option will, in full settlement of such Stock Option and in exchange for the surrender
to the Company of any certificate or other document evidencing such Stock Option, receive from the
Payment Fund an amount (subject to any applicable withholding pursuant to Section 3.2(c)) in cash
equal to the product of (x) the excess, if any, of the Merger Consideration over the exercise price
per share of Common Stock underlying such Stock Option multiplied by (y) the number of shares of
Common Stock underlying such Stock Option (with the aggregate amount of such



15









 




payment rounded up to the nearest whole cent). If the applicable exercise price of any Stock
Option equals or exceeds the Merger Consideration, such Stock Option shall be cancelled without
payment of additional consideration, and all rights with respect to such Stock Option shall
terminate as of the Effective Time. The holders of Stock Options will have no further rights in
respect of any Stock Options from and after the Effective Time.




          Section 3.6 Treatment of Warrants. With respect to each warrant to purchase
shares of Common Stock set forth on Section 3.6 of the Company Disclosure Letter hereto
(individually a “Warrant” and collectively, the “Warrants”) outstanding immediately
prior to the Effective Time, Parent and Purchaser shall deposit sufficient funds into the Payment
Fund in order to pay the holders of such Warrants the amounts owed pursuant to the terms and
conditions of the applicable Warrants (the “Warrant Payments”). Upon the exercise of the
applicable holder’s rights under the applicable Warrant, Parent and Purchaser shall cause the
applicable Warrant Payment to be paid to such holder out of the Payment Fund, in full settlement of
any amounts owed or which may become owed under the applicable Warrant and in exchange for the
surrender to the Company of any certificate or other document evidencing such Warrant. Any Warrant
Payments shall be subject to any applicable withholding pursuant to Section 3.2(c). A holder of a
Warrant will have no further rights in respect of his, her or its Warrants after receipt of the
applicable Warrant Payment pursuant to this Section 3.6.



ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY




          Except as set forth in (x) the corresponding sections or subsections of the disclosure letter
(the “Company Disclosure Letter”) delivered by the Company to Parent and Purchaser
concurrently with the execution of this Agreement (it being understood that any matter disclosed in
any section of the Company Disclosure Letter will be deemed to be disclosed in any other section of
the Company Disclosure Letter to the extent that it is reasonably apparent on the face of such
disclosure that such disclosure is applicable to such other section) and (y) as disclosed in any
Company SEC Documents filed prior to the date of this Agreement, the Company hereby represents and
warrants to Parent and Purchaser as follows:



          Section 4.1 Organization; Power; Qualification. The Company and each of its
Subsidiaries is a corporation, limited liability company or other legal entity duly organized,
validly existing and in good standing under the Laws of its jurisdiction of organization. Each of
the Company and its Subsidiaries has the requisite corporate or similar power and authority to own,
lease and operate its assets and to carry on its business as now conducted and each of the Company
and its Subsidiaries is duly qualified or licensed to do business as a foreign corporation, limited
liability company or other legal entity and is in good standing in each jurisdiction where the
character of the assets and properties owned, leased or operated by it or the nature of its
business makes such qualification or license necessary, except where the failure to be so qualified
or licensed or in good standing would not, individually or in the aggregate, reasonably be expected
to have a Company Material Adverse Effect. The Company has previously made available (if and only
to the extent requested in writing by Parent prior to the date of this Agreement) to Parent true
and complete copies of the Certificate of Incorporation and the Company’s bylaws (the “Company
Bylaws”) and the certificate of incorporation and by-laws (or comparable organizational
documents) of each of its Subsidiaries, in each case as



16









 




amended to the date of this Agreement, and each is in full force and effect. The Company is not in
violation of any material provision of the Certificate of Incorporation or Company Bylaws.




          Section 4.2 Corporate Authorization; Enforceability. (a) The Company has
all requisite corporate power and authority to enter into and to perform its obligations under this
Agreement and, subject to adoption of this Agreement by the Company Stockholder Approval, to
consummate the transactions contemplated by this Agreement. The Company Board, at a meeting duly
called and held prior to the execution of this Agreement, duly and unanimously: (i) determined that
it is in the best interests of the Company and its stockholders, and declared it advisable, to
enter into this Agreement with Parent and Purchaser, (ii) approved the execution, delivery and
performance of this Agreement and the consummation of the transactions contemplated hereby,
including the Merger and the other transactions contemplated hereby, and (iii) resolved to
recommend that the stockholders of the Company adopt this Agreement (the “Company Board
Recommendation”) and directed that such matter be submitted for consideration of the
stockholders of the Company at the special meeting of the stockholders of the Company to be held to
consider the adoption of this Agreement (as such special meeting may be adjourned or reconvened
from time to time, the “Company Stockholder Meeting”). The execution, delivery and
performance of this Agreement by the Company and the consummation by the Company of the
transactions contemplated by this Agreement have been duly and validly authorized by all necessary
corporate action on the part of the Company, except in the case of the Merger which is subject to
the Company Stockholder Approval and the filing of the Certificate of Merger with the Secretary of
State of the State of Delaware as required by the DGCL.



          (b) This Agreement has been duly executed and delivered by the Company and, assuming
the due authorization, execution and delivery of this Agreement by Parent and Purchaser,
constitutes a valid and binding agreement of the Company, enforceable against the Company in
accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium or other
similar Law affecting or relating to enforcement of creditors’ rights generally or by general
principles of equity.



          Section 4.3 Capitalization; Options. (a) The Company’s authorized capital
stock consists solely of 2,000,000,000 shares of Common Stock, par value $0.001 per share, and
20,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”).
As of the close of business on May 1, 2009 (the “Measurement Date”), (i) 7,667,368 shares
of Common Stock were issued and outstanding and no shares of Preferred Stock were issued or
outstanding, (ii) there were issued and outstanding pursuant to the Company’s stock award plans
(the “Company Stock Award Plans”), Stock Options representing the right to acquire an
aggregate of 109,389 shares of Common Stock for a per share exercise price that is less than the
Merger Consideration and (iii) there were Warrants to purchase 250,764 shares of Common Stock. No
Shares are held in the treasury of the Company or are owned by any of the Company’s Subsidiaries.
Since the Measurement Date, other than in connection with the issuance of Shares pursuant to the
exercise of Stock Options or Warrants outstanding as of the Measurement Date, or the issuance of
Stock Options pursuant to Company Benefit Plans as in existence as of the Measurement Date, there
has been no change in the number of outstanding shares of capital stock of the Company or the
number of outstanding Stock Options. Section 4.3(a) of the Company Disclosure Letter sets forth
for each Stock Option, issued or outstanding pursuant to the Company Stock Award Plans or
otherwise, the number of Stock Options, the



17









 




number of shares of Common Stock issuable thereunder and exercise or conversion price relating
thereto. Except as set forth in this Section 4.3, there are no shares of capital stock or
securities or other rights convertible or exchangeable into or exercisable for shares of capital
stock of the Company or such securities or other rights (which term, for purposes of this
Agreement, will be deemed to include “phantom” stock or other commitments that provide any right to
receive value or benefits similar to such capital stock, securities or other rights).




          (b) All outstanding Shares are, and all shares reserved for issuance under the
Company Stock Award Plans will be, when issued in accordance with the terms thereof, duly
authorized, validly issued, fully paid and non-assessable and are not subject to any pre-emptive or
other similar rights.



          (c) Except for the Warrants, the Stock Options or as set forth in this Section 4.3,
there are no outstanding contractual obligations of the Company or any of its Subsidiaries (i) to
issue, sell, or otherwise transfer to any Person, or to repurchase, redeem or otherwise acquire
from any Person, any Shares, Preferred Stock, capital stock of any Subsidiary of the Company, or
securities or other rights convertible or exchangeable into or exercisable for shares of capital
stock of the Company or any Subsidiary of the Company or such securities or other rights or (ii) to
provide any funds to or make any investment in any other Person other than a wholly owned
Subsidiary of the Company.



          (d) There are no stockholder agreements, voting trusts or other agreements or
understandings to which the Company is a party with respect to the voting, registration,
redemption, repurchase or disposition of, or that restricts the transfer of, any capital stock or
other equity interest of the Company.



          (e) Except for the capital stock of, or other equity or voting interests in, its
Subsidiaries, the Company does not own, directly or indirectly, any equity, membership interest,
partnership interest, joint venture interest, or other equity or voting interest in, or any
interest convertible into, exercisable or exchangeable for any of the foregoing, nor is it under
any current or prospective obligation to form or participate in, provide funds to, or make any
loan, capital contribution, guarantee or other investment in, any Person other than Subsidiaries.



          Section 4.4 Subsidiaries. Section 4.4 of the Company Disclosure Letter sets
forth a complete and correct list of all of the Company’s Subsidiaries. All equity interests of
the Company’s Subsidiaries held by the Company or any other Subsidiary are validly issued, fully
paid and non-assessable. All of the shares of capital stock or other voting securities or equity
interests of each such Subsidiary are owned, directly or indirectly, by the Company. All such
equity interests are free and clear of any Liens or any other limitations or restrictions on such
equity interests (including any limitation or restriction on the right to vote, pledge or sell or
otherwise dispose of such equity interests), other than Liens, limitations and restrictions
pursuant to the terms of the Amended and Restated Credit Agreement, dated as of November 7, 2007,
by FiberNet Operations, Inc., Devnet L.L.C (as Co-Borrowers), the Company, FiberNet Telecom, Inc.,
Availius, LLC, Local Fiber, LLC and FiberNet Equal Access, L.L.C. (as Guarantors), CapitalSource
Finance LLC (as Agent) and the lenders from time to time party thereto (as amended, the “Credit
Facility”). Except as set forth in this Section 4.4, there are no shares of capital stock or
securities or other rights convertible or exchangeable into or exercisable for



18









 




shares of capital stock of any Subsidiary of the Company or such securities or other rights (which
term, for purposes of this Agreement, will be deemed to include “phantom” stock or other
commitments that provide any right to receive value or benefits similar to such capital stock,
securities or other rights). There are no stockholder agreements, voting trusts or other
agreements or understandings to which any of the Company’s Subsidiaries is a party with respect to
the voting, registration, redemption, repurchase or disposition of, or that restricts the transfer
of, any capital stock or other equity interest of any of the Company’s Subsidiaries.




          Section 4.5 Governmental Authorizations. The execution, delivery and
performance of this Agreement by the Company and the consummation by the Company or any of its
Subsidiaries of the transactions contemplated by this Agreement do not and will not require any
consent, approval or other authorization of, or filing with or notification to, any international,
national, federal, state, provincial or local governmental, regulatory or administrative authority,
agency, commission, board, court, tribunal, arbitral body, self-regulated entity or similar body,
whether domestic or foreign (each, a “Governmental Entity”), other than: (i) with respect
to consummation of the Merger, the filing of a Certificate of Merger with the Secretary of State of
the State of Delaware; (ii) applicable requirements of the Exchange Act, state securities Laws or
blue sky Laws; (iii) the filing of a proxy statement (the “Company Proxy Statement”)
relating to the Company Stockholder Meeting; (iv) any filings required by, and any approvals
required under, the rules and regulations of the NASDAQ Global Market (“NASDAQ”); (v) the
pre-merger notifications required under (A) the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended (the “HSR Act”), and (B) the antitrust, competition or merger control Laws
of any other applicable jurisdiction; (vi) as set forth on Section 4.5 to the Company Disclosure
Letter and (vii) in such other circumstances where the failure to obtain such consents, approvals,
authorizations or permits, or to make such filings or notifications, would not, individually or in
the aggregate, reasonably be expected to have a Company Material Adverse Effect.



          Section 4.6 Non-Contravention. The execution, delivery and performance of
this Agreement by the Company and the consummation by the Company of the transactions contemplated
by this Agreement, including the Merger, do not and will not: (i) contravene or conflict with, or
result in any violation or breach of, any provision of the Company Organizational Documents; (ii)
contravene or conflict with, or result in any violation or breach of, any Laws, Orders or Company
Contracts applicable to the Company or any of its Subsidiaries or by which any assets of the
Company or any of its Subsidiaries (“Company Assets”) are bound (assuming that all
consents, approvals, authorizations, filings and notifications described in Section 4.5 have been
obtained or made); or (iii) cause the creation or imposition of any Liens on any Company Assets,
except for Permitted Liens, except, in the cases of clauses (ii) and (iii), as would not,
individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.



          Section 4.7 Financial Reports and SEC Documents. (a) The Company has filed
or furnished all forms, statements, reports and documents required to be filed or furnished by it
with the SEC pursuant to applicable securities statutes, regulations, policies and rules since
January 1, 2007 (the forms, statements, reports and documents filed or furnished with the SEC since
January 1, 2007, including any amendments thereto, the “Company SEC Documents”). Each of
the Company SEC Documents filed or furnished on or prior to the date of this Agreement, at the time
of its filing (except as and to the extent such Company SEC Document



19









 




has been modified or superseded in any subsequent Company SEC Document filed and publicly available
prior to the date of this Agreement), complied, and all documents required to be filed by the
Company with the SEC after the date hereof (the “Subsequent Company SEC Documents”) will
comply, in all material respects with the applicable requirements of each of the Exchange Act, the
Securities Act, and the Sarbanes-Oxley Act, as the case may be, including in each case the rules
and regulations promulgated thereunder. As of their respective dates, except as and to the extent
modified or superseded in any subsequent Company SEC Document filed and publicly available prior to
the date of this Agreement, the Company SEC Documents did not, and the Subsequent Company SEC
Documents will not, contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements made therein, in light of
the circumstances in which they were made, not misleading. As of the date of this Agreement, there
are no outstanding or unresolved comments in the comment letters received from the SEC staff with
respect to the Company SEC Documents. To the Knowledge of the Company, none of the Company SEC
Documents is the subject of an SEC review or outstanding SEC comment or investigation.




          (b) Each of the consolidated balance sheets and each of the consolidated statements
of operations, stockholders’ equity and cash flows included in or incorporated by reference into
the Company SEC Documents (including the related notes and schedules) presents fairly, in all
material respects, the financial position of the Company and its Subsidiaries as of its date
(subject, in the case of unaudited statements, to the absence of notes and normal year-end audit
adjustments that are not material in amount or effect and to any other adjustments set forth in the
Company SEC Documents filed prior to the date of this Agreement), in each case in conformity with
U.S. generally accepted accounting principles (“GAAP”) consistently applied during the
periods involved, except as may be noted therein.



          (c) The Company and its Subsidiaries have implemented and maintain a system of
internal accounting controls sufficient to provide reasonable assurances regarding the reliability
of financial reporting and the preparation of financial statements in accordance with GAAP. The
Company (i) has implemented and maintains disclosure controls and procedures (as defined in Rule
13a-15(e) of the Exchange Act) to reasonably ensure that material information relating to the
Company, including its consolidated Subsidiaries, is made known to the Chief Executive Officer and
the Chief Financial Officer of the Company by others within those entities and (ii) has disclosed,
based on its most recent evaluation prior to the date of this Agreement, to the Company’s outside
auditors and the audit committee of the Company Board (A) any known significant deficiencies and
material weaknesses in the design or operation of internal controls over financial reporting (as
defined in Rule 13a-15(f) of the Exchange Act) that would be reasonably likely to adversely affect
the Company’s ability to record, process, summarize and report financial information and (B) any
known fraud, whether or not material, that involves management or other employees who have a
significant role in the Company’s internal controls over financial reporting. A true, correct copy
of the FiberNet Telecom Group, Inc. SOX 404 Management Summary Report on Findings as at December
31, 2008 is set forth as Section 4.7(c) of the Company Disclosure Letter.



          (d) To the Knowledge of the Company, during the three year period immediately
preceding the date of this Agreement, neither the Company nor any of its Subsidiaries nor any
director or officer of the Company or any of its Subsidiaries has received or



20









 







otherwise had or obtained knowledge of any written material complaint, allegation, assertion or
claim regarding the accounting or auditing practices, procedures, methodologies or methods of the
Company or any of its Subsidiaries or their respective internal accounting controls, including any
written material complaint, allegation, assertion or claim that the Company or any of its
Subsidiaries has engaged in questionable accounting or auditing practices.



          (e) No Subsidiary of the Company is required to file any form, report, schedule,
statement or other document with the SEC.



          Section 4.8 Undisclosed Liabilities. Except (i) as and to the extent
disclosed, reflected or reserved against on the consolidated balance sheet of the Company dated as
of March 31, 2009 (including the notes thereto) included in the Company SEC Documents or (ii) as
incurred since March 31, 2009 in the ordinary course of business consistent with past practice,
neither the Company nor any of its Subsidiaries has any Liabilities or obligations, whether due or
to become due, the nature of which would require disclosure on the Company’s consolidated balance
sheet under GAAP, that would, individually or in the aggregate, reasonably be expected to have a
Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to, or
has any commitment to become a party to, any joint venture, off-balance sheet partnership or any
similar contract or arrangement (including any contract relating to any transaction or relationship
between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated
Affiliate, including any structured finance, special purpose or limited purpose entity or person,
on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation
S-K of the SEC)), where the result, purpose or effect of such contract is to avoid disclosure of
any material transaction involving, or material Liabilities of, the Company’s or any of its
Subsidiaries’ audited financial statements or other Company SEC Documents.



          Section 4.9 Absence of Certain Changes. Since December 31, 2008, (a) the
Company and each of its Subsidiaries have conducted their respective business only in the ordinary
course consistent with past practices; (b) there have not been any Company Material Adverse Effects
or any changes, events or developments that, individually or in the aggregate, have had or would
reasonably be expected to have a Company Material Adverse Effect; (c) neither the Company nor any
of its Subsidiaries has suffered any material loss, damage, destruction or other casualty affecting
any of its material properties or assets, whether or not covered by insurance and (d) neither the
Company nor any of its Subsidiaries has taken any action that, if taken after the date of this
Agreement, would constitute a material breach of any of the covenants set forth in Section 6.1.



          Section 4.10 Litigation. There are no (i) investigations by a Governmental
Entity pending or, to the Knowledge of the Company, threatened affecting the Company or any of its
Subsidiaries or (ii) claims, actions, suits, arbitrations, demand letters, judicial, administrative
or regulatory proceedings, hearings, or other proceedings (each, a “Legal Action”) pending
or, to the Knowledge of the Company, threatened in writing against the Company or any of its
Subsidiaries, in either case which involves an amount in controversy in excess of $500,000, seeks
material injunctive or other non-monetary relief or, if adversely determined, would reasonably be
expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the
Company nor any of its Subsidiaries nor any of their respective properties or



21









 




assets is subject to any outstanding judgment, order, injunction, rule or decree of any
Governmental Entity. There is no Action pending or, to the Knowledge of the Company, threatened,
seeking to prevent, hinder, modify, delay or challenge the transactions contemplated by this
Agreement.




          Section 4.11 Contracts. (a) Section 4.11 of the Company Disclosure Letter
lists each of the following types of Contracts to which the Company or any of its Subsidiaries is a
party or by which any of their respective properties or assets is bound as of the date of this
Agreement:



               (i) any Contract that would be required to be filed by the Company as a “material
contract” pursuant to Item 601(b)(10) of Regulation S K under the Securities Act or disclosed by
the Company on a Current Report on Form 8 K;



               (ii) any Contract that limits the ability of the Company or any of its Subsidiaries
(or, following the consummation of the transactions contemplated by this Agreement, would limit the
ability of Parent or any of its Subsidiaries, including the Surviving Corporation) to compete in
any line of business or with any Person or in any geographic area, or that restricts the right of
the Company and its Subsidiaries (or, following the consummation of the transactions contemplated
by this Agreement, would limit the ability of Parent or any of its Subsidiaries, including the
Surviving Corporation) to sell to or purchase from any Person or to hire any Person (but
specifically excluding any provisions regarding the non-solicitation or non-hire of employees or
consultants contained in Contracts entered into in the ordinary course of business);



               (iii) any joint venture, partnership, limited liability or other similar agreement
or arrangement;



               (iv) any Contract relating to Indebtedness pursuant to which the Company has
obligations exceeding $250,000, other than trade debt incurred in the ordinary course of business;



               (v) any Contract involving outstanding obligations, or pursuant to which the Company
may assume or incur potential liabilities, with respect to the acquisition or disposition, directly
or indirectly (by merger or otherwise), of assets or capital stock or other equity interests, for
aggregate consideration (in one or a series of transactions) under such Contract of $250,000 or
more (other than acquisitions or dispositions of assets in the ordinary course of business
consistent with past practice);



               (vi) any Contract pursuant to which the Company or any of its Subsidiaries has
“earn-out” obligations that could result in payments in excess of $100,000 after the date of this
Agreement;



               (vii) any Contract that by its terms calls for aggregate payment or receipt by the
Company and its Subsidiaries under such Contract of more than $250,000 over the remaining term of
such Contract, other than customer or supplier Contracts entered into in the ordinary course of
business;



22









 





               (viii) any Contract that provides for any standstill obligations;



               (ix) any Contract that obligates the Company or any of its Subsidiaries to make any
capital commitment or loan in an amount in excess of $250,000 individually;



               (x) any Contract not entered into in the ordinary course of business between the
Company or any of its Subsidiaries, on the one hand, and any Affiliate thereof other than any
Subsidiary of the Company;



               (xi) any Contract with respect to network infrastructure or indefeasible rights of
use of capacity or infrastructure (any such Contract, an “IRU”), each with a term of more
than five (5) years;



               (xii) any employment, severance, retention or consulting agreements or agreements
providing for severance payments or other benefits by the Company or any of its Subsidiaries in the
event of the sale or “change of control” of the Company; or



               (xiii) any Contract with a Major Supplier or Major Customer that requires a consent
to a “change of control” of the Company or its Subsidiaries or that would or would reasonably be
expected to prevent, delay or impair the consummation of the transactions contemplated by this
Agreement.



          Each contract of the type described in clauses (i) through (xiii) is referred to herein as a
“Company Contract.”



          (b) (i) Each Company Contract is valid and binding on the Company and any of its
Subsidiaries that is a party thereto, as applicable, and in full force and effect, (ii) the
Company, each of its Subsidiaries and, to the Knowledge of the Company, each other party to each
Company Contract, has in all material respects performed all obligations required to be performed
by it under each Company Contract, and (iii) to the Knowledge of the Company, neither the Company
nor any of its Subsidiaries knows of, or has received notice of, the existence of any event or
condition which constitutes, or, after notice or lapse of time or both, will constitute, a material
default under any such Company Contract on the part of the Company or any of its Subsidiaries.



          Section 4.12 Benefit Plans.



          (a) Section 4.12(a) of the Company Disclosure Letter contains a correct and complete
list of each “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”), and each other stock purchase, stock
option, restricted stock, severance, retention, employment, consulting, change-of-control,
collective bargaining, bonus, incentive, deferred compensation, employee loan, fringe benefit and
other benefit plan, agreement, program, policy, commitment or other arrangement, whether or not
subject to ERISA (including any related funding mechanism now in effect or required in the future),
in each case under which any past or present director, officer, employee, consultant or independent
contractor of the Company or any of its Subsidiaries has any present or future right to benefits,
or with respect to which the Company or any of its Subsidiaries has or may have any material
liability (contingent or otherwise). All such plans,



23









 




agreements, programs, policies, commitments and arrangements are collectively referred to as the
“Company Benefit Plans.”




          (b) No event has occurred and no condition exists that would subject the Company by
reason of its affiliation with any current or former member of its “controlled group” (within the
meaning of Section 414 of the Code) (an “ERISA Affiliate”) to any material Tax, penalty,
fine or other liability imposed by ERISA, the Code or other applicable Laws.



          (c) No Company Benefit Plan is a “multiemployer plan” as defined in Section 3(37) of
ERISA, and neither of the Company, nor any ERISA Affiliate has withdrawn at any time within the
preceding six years from any multiemployer plan, or incurred any withdrawal liability which remains
unsatisfied, and no events have occurred and no circumstances exist that could reasonably be
expected to result in any such liability to the Company or any ERISA Affiliate.



          (d) With respect to each Company Benefit Plan, if applicable, the Company has made
available to Parent correct and complete copies of (i) all plan documents, if any, including
related trust agreements, funding arrangements, and insurance contracts and all amendments thereto;
(ii) the most recent summary plan descriptions and any summaries of material modifications; (iii)
the most recent financial reports for such Company Benefit Plan, if any; (iv) the most recent
determination letter, if any, received from the Internal Revenue Service (the “IRS”)
regarding the tax-qualified status of such Company Benefit Plan; and (v) (A) Form 5500 Annual
Returns/Reports, including all schedules and attachments, including the certified audit opinions,
(B) audited financial statements, (C) actuarial valuation reports, and (D) attorney’s response to
an auditor’s request for information for each of the two most recent plan years.



          (e) No Company Benefit Plan is subject to Title IV or Section 302 of ERISA or
Section 412 or 4971 of the Code, and neither the Company nor any ERISA Affiliate has at any time
within the preceding six years terminated or incurred any liability with respect to any employee
benefit plan subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code. No
Company Benefit Plan other than the Change In Control Plan provides health or life insurance or
other welfare-type benefits for current or future retired or terminated employees of the Company or
any of its Subsidiaries (or any spouse or other dependent thereof) other than in accordance with
the requirements of Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the Code and of
any similar state or local law.



          (f) Each Company Benefit Plan which is intended to qualify under Section 401(a) of
the Code has been issued a favorable determination letter by the IRS with respect to such
qualification, its related trust has been determined to be exempt from taxation under Section
501(a) of the Code (or such qualified plan has been established under a prototype or volume
submitter plan for which an IRS opinion letter has been obtained by the plan sponsor and is
sufficient as to the adopting employer), and no event has occurred that would reasonably be
expected to adversely affect such qualification or exemption. Each Company Benefit Plan has been
established and administered in accordance with its terms, and in compliance in all material
respects with the applicable provisions of ERISA, the Code and other applicable Laws. All
contributions (including all employer contributions and employee salary reduction contributions)



24









 




required to have been made under any of the Company Benefit Plans to any funds or trusts
established thereunder or in connection therewith have been made by the due date thereof and all
contributions for any period ending on or before the Closing Date which are not yet due will have
been paid or accrued prior to the Closing Date. No reportable event, as defined in Section 4043
of ERISA, no prohibited transaction, as described in Section 406 of ERISA or Section 4975 of the
Code, or accumulated funding deficiency, as defined in Section 302 of ERISA and 412 of the Code,
has occurred with respect to any Company Benefit Plan.




          (g) Except (i) for the Change In Control Plan, (ii) any Company Stock Award Plans
(or awards thereunder), (iii) as contemplated by Section 6.7 or (iv) as set forth in Section
4.12(g) of the Company Disclosure Letter, neither the execution and delivery of this Agreement nor
the consummation of the transactions contemplated hereby will (either alone or in combination with
another event including notice, lapse of time or both) (A) result in any payment becoming due, or
increase the amount of any compensation or benefits due, to any current or former employee of the
Company and its Subsidiaries or with respect to any Company Benefit Plan; (B) increase any benefits
otherwise payable under any Company Benefit Plan; (C) result in the acceleration of the time of
payment or vesting of any compensation or benefits; (D) result in a non-exempt “prohibited
transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code; (E) limit or
restrict the right of the Company to merge, amend or terminate any of the Company Benefit Plans; or
(F) result in the payment of any amount that would, individually or in combination with any other
such payment, reasonably be expected to constitute an “excess parachute payment,” as defined in
Section 280G(b)(1) of the Code.



          (h) None of the Company Benefit Plans provides for payment of a benefit, the
increase of a benefit amount, the payment of a contingent benefit or the acceleration of the
payment or vesting of a benefit determined or occasioned, in whole or in part, by reason of the
execution of this Agreement or the consummation of the transactions contemplated hereby.



          (i) Each Company Benefit Plan that provides for deferred compensation (as defined
under Section 409A of the Code) satisfies in all material respects the applicable requirements of
Sections 409A(a)(2), (3), and (4) of the Code, and has, since January 1, 2005, been operated in
good faith compliance with Sections 409A(a)(2), (3), and (4) of the Code.



          Section 4.13 Labor Relations.



          (a) (i) None of the employees of the Company or its Subsidiaries is represented by a
union and, to the Knowledge of the Company, no union organizing efforts have been conducted since
January 1, 2007 or are now being conducted and (ii) neither the Company nor any of its Subsidiaries
is a party to or presently negotiating any collective bargaining agreement or other labor Contract.
There is no pending and, to the Knowledge of the Company, there is no threatened material strike,
picket, work stoppage, work slowdown or other organized labor dispute materially affecting the
Company or any of its Subsidiaries, nor has there been any of the foregoing labor disputes since
January 1, 2007.



          (b) The Company and each of its Subsidiaries are in compliance in all material
respects with all applicable Laws relating to the employment of labor, including all applicable
Laws relating to wages, hours, collective bargaining, employment discrimination,



25









 




civil rights, safety and health, workers’ compensation, pay equity, classification of employees,
and the collection and payment of withholding and/or social security Taxes. No unfair labor
practice or labor charge or complaint is pending or, to the Knowledge of the Company, threatened
with respect to the Company or any of its Subsidiaries before the National Labor Relations Board,
the Equal Employment Opportunity Commission or any other Governmental Entity.




          (c) Neither the Company nor any of its Subsidiaries is a party to, or otherwise
bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or
employment practices. None of the Company, any of its Subsidiaries or any of its or their
executive officers has received within the past three (3) years any notice of intent by any
Governmental Entity responsible for the enforcement of labor or employment laws to conduct an
investigation relating to the Company or any of its Subsidiaries and, to the Knowledge of the
Company, no such investigation is in progress.



          Section 4.14 Taxes. Except for matters that, individually or in the
aggregate, would not reasonably be expected to have a Company Material Adverse Effect:



          (a) Each of the Company and its Subsidiaries and any consolidated, combined,
unitary, Affiliates or aggregate group of which the Company in any of its Subsidiaries is or has
ever been a member (an “Affiliated Group”) has properly prepared and timely filed all Tax
Returns required to be filed by it and each return was complete and correct at the time of filing,
except as to the amount and availability of net operating losses and carryforwards, which are
correct and complete to the Knowledge of the Company.



          (b) The Company and its Subsidiaries and any Affiliated Group have fully and timely
paid all Taxes due (whether or not shown to be due) with respect to the Tax Returns referred to in
Section 4.14(a) and have made adequate provision (in addition to any reserve for deferred Taxes
established to reflect timing differences between book and Tax income) for any Taxes that are not
yet due and payable (including Taxes for which no Tax Returns are required to be filed) for all
taxable periods, or portions thereof, ending on or before March 31, 2009 on the most recent
financial statements contained in the Company SEC Documents, and the Company and its Subsidiaries
have not incurred any Tax since March 31, 2009 except in the ordinary course of business consistent
with past practice.



          (c) There are no outstanding agreements extending or waiving the statutory period of
limitations applicable to any claim for, or the period for the collection, assessment or
reassessment of, Taxes due from the Company or any of its Subsidiaries for any taxable period and,
to the Knowledge of the Company, no request for any such waiver or extension is currently pending.



          (d) Except as set forth on Section 4.14(d) of the Company Disclosure Letter, no
audit or other proceeding by any Governmental Entity is pending or, to the Knowledge of the
Company, threatened with respect to any Taxes due from or with respect to the Company or any of its
Subsidiaries or any Affiliated Group. There is no deficiency, refund litigation, proposed
adjustment or matter in controversy with respect to any Taxes due and owing by the Company or any
of its Subsidiaries or any Affiliated Group. Each deficiency resulting from any completed



26









 




audit or examination relating to Taxes by any taxing authority has been timely paid. No issues
relating to Taxes were raised by the relevant taxing authority in any completed audit or
examination that would or would reasonably be expected to recur in a later taxable period. Neither
the Company nor any of its Subsidiaries has received written notice or, to the Knowledge of the
Company, has otherwise received notice from a taxing authority in any jurisdiction in which the
Company or any Subsidiary has not filed a Tax Return for any period that the Company or such
Subsidiary is required to file a Tax Return in such jurisdiction.




          (e) There is no currently effective agreement or other document extending, or having
the effect of extending, the period of assessment or collection of any Taxes and no power of
attorney (other than powers of attorney authorizing employees of the Company to act on behalf of
the Company) with respect to any Taxes has been executed or filed with any taxing authority.
Neither the Company nor any of its Subsidiaries is party to or bound by any written or oral Tax
sharing agreement, Tax indemnity obligation or similar arrangement with respect to Taxes pursuant
to which the Company or its Subsidiaries may have any obligation to make payments after the Closing
Date (including any advance pricing agreement, closing agreement, offer in compromise or other
similar agreement related to Taxes).



          (f) No Liens for Taxes exist with respect to any assets or properties of the Company
or any of its Subsidiaries, except for statutory Liens for Taxes not yet due.



          (g) Neither the Company nor any of its Subsidiaries will be required to include any
item of income in, or exclude any item of deduction from, taxable income for any taxable period
ending after the Effective Time as a result of (i) an installment sale, as defined in Section
453(b) of the Code, made on or before the Effective Time, (ii) an open transaction entered into on
or before the Effective Time, or (iii) the receipt of a prepaid amount on or before the Effective
Time.



          (h) Neither the Company nor any of its Subsidiaries (i) has agreed to or is required
to make any adjustment under Section 481 of the Code or any comparable provisions of any state,
local or foreign Tax Laws, (ii) has Knowledge that any taxing authority is proposing any such
adjustment, or (iii) has an application pending requesting permission for any changes in methods of
accounting.



          (i) The Company and its Subsidiaries have complied in all material respects with all
applicable Laws relating to the payment and withholding of Taxes (including withholding of Taxes
pursuant to Sections 1441, 1442, 3121 and 3402 of the Code and any comparable provisions of any
state, local or foreign Tax Laws) and have, within the time and the manner prescribed by Law,
withheld from and paid over to the proper Governmental Entities all amounts required to be so
withheld and paid over under applicable Tax Laws.



          (j) Each of the Company and its Subsidiaries has properly and in a timely manner
documented its transfer pricing methodology in compliance with Section 482 of the Code and the
Treasury Regulations promulgated thereunder and any comparable provisions of any state, local or
foreign Tax Laws. No taxing authority has made or proposed any adjustment of Tax items of the
Company or its Subsidiaries pursuant to Section 482 of the Code, the



27









 




Treasury Regulations promulgated thereunder, or any comparable provisions of any state, local or
foreign Tax Laws.




          (k) The Company was not, at any time during the period specified in Section
897(c)(1)(A)(ii) of the Code, a United States real property holding corporation within the meaning
of Section 897(c)(2) of the Code.



          (l) Neither the Company nor any of its Subsidiaries has ever participated in a
“Reportable Transaction” described in Section 6707A(c)(1) of the Code.



          (m) Neither the execution of this Agreement, stockholder approval of this Agreement
nor the consummation of the transactions contemplated hereby will result in payments under any
Company Plan which would not reasonably be expected to be deductible under Section 162(m) of the
Code.



          (n) Neither the Company nor any of its Subsidiaries (i) is, or since January 1, 2006
has been, a member of an affiliated group (within the meaning of Section 1504(a) of the Code)
filing a consolidated federal income Tax Return (other than a group the common parent of which was
the Company) or (ii) has any liability for the Taxes of any Person (other than the Company or any
of its Subsidiaries) under Section 1.1502-6 of the Treasury Regulations (or any comparable
provision of any state, local or foreign Tax Laws), as a transferee or successor, by contract, or
otherwise.



          (o) Neither the Company nor any of its Subsidiaries has constituted either a
“distributing corporation” or a “controlled corporation” in a distribution of stock intended to
qualify for tax-free treatment under Section 355 of the Code (i) in the two years prior to the date
of this Agreement or (ii) in a distribution which could otherwise constitute part of a “plan” or
“series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction
with the transactions contemplated by this Agreement.



          (p) Neither the Company nor any of its Subsidiaries has taken any action that is not
in accordance with past practice that could defer a material liability for the Taxes of the Company
or any of its Subsidiaries from any taxable period ending on or before the Effective Time to any
taxable period ending after such date, other than those actions taken in the ordinary course of
business.



          (q) To the Knowledge of the Company, there has been no “change in ownership” of the
Company or any of its Subsidiaries within the meaning of Section 382(g) of the Code within the
three-year period preceding the Effective Time, and there is currently no limitation on the
utilization of any net operating losses, capital losses, built-in losses, credits, or similar Tax
items of the Company or any of its Subsidiaries pursuant to the provisions of Sections 269, 382,
383, 384 or 1502 of the Code or Treasury Regulations promulgated thereunder, or any comparable
provisions of any state, local or foreign Tax Laws. All Tax attributes of the Company and its
Subsidiaries have been accounted for as assets on the most recent financial statements contained in
the Company SEC Documents in accordance with GAAP principles.



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          Section 4.15 Environmental Liability. Except for matters that, individually
or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect,
(i) the Company and each of its Subsidiaries are and have been in compliance with all applicable
Environmental Laws and have obtained or applied for all Environmental Permits necessary for their
operations as currently conducted; (ii) to the Knowledge of the Company, there have been no
Releases of any Hazardous Materials that could form the basis of any Environmental Claim against
the Company or any of its Subsidiaries; (iii) there are no Environmental Claims pending or, to the
Knowledge of the Company, threatened against the Company or any of its Subsidiaries; (iv) during
the three year period immediately preceding the date of this Agreement, neither the Company nor any
of its Subsidiaries has received any written claims, notices, demand letters or requests for
information (except for such claims, notices, demand letters or requests for information the
subject matter of which has been resolved prior to the date of this Agreement) from any federal,
state, local, foreign or provincial Governmental Entity or any other Person asserting that the
Company or any of its Subsidiaries is in violation of, or liable under, any Environmental Law; and
(v) neither the Company nor its Subsidiaries are subject to, or to the Knowledge of the Company are
threatened to become subject to, any Liabilities relating to any suit, settlement, court order,
administrative order, judgment or claim asserted or arising under any Environmental Law or any
agreement relating to environmental Liabilities.



          Section 4.16 Real Properties. (a) Neither the Company nor any of its
Subsidiaries owns any real property.



          (b) Section 4.16(b)(i) of the Company Disclosure Letter sets forth a true, correct
and complete list of all of the real property leased, subleased, or otherwise occupied by the
Company or any of its Subsidiaries (the “Property”), including the address of such
Property, and identifying the applicable Contract (each such lease, a “Property Contract,”
and the Property Contracts set forth in Section 4.16(b)(ii) of the Company Disclosure Letter shall
be “Leased Properties”). The Company and each of its Subsidiaries, as applicable, have
good, valid and marketable leasehold interests in all of the Leased Property. To the Knowledge of
the Company, as of the date of this Agreement, there are no existing defaults by the landlord or
tenant under any of the Property Contracts with respect to the Leased Properties, which defaults
remain uncured, and no event which, with notice or lapse of time or both, would become a default by
the Company or its Subsidiary, as applicable, or, to the Knowledge of the Company, the
counterparties thereto. Each of the Company and its Subsidiaries is in compliance with the terms
of all real property leases to which it is a party, and all such real property leases are in full
force and effect, except for any such noncompliance or failure to be in full force and effect that,
individually or in the aggregate, has not had and would not reasonably be expected to have a
Company Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and
undisturbed possession under all such real property leases, except for any such failure to do so
that, individually or in the aggregate, has not had and would not reasonably be expected to have a
Company Material Adverse Effect. To the Knowledge of the Company, no fact or condition exists or
is threatened that would result in the discontinuation of necessary utilities or services to the
Leased Property or the termination of current access to and from the Leased Property. To the
Knowledge of the Company, no portion of the Leased Property has been condemned, requisitioned or
otherwise taken by any public authority and there is no pending, or, to the Knowledge of the
Company, threatened or contemplated condemnation actions or special assessments with respect to the
Leased Property. The Company has made available to Parent



29









 




and Purchaser true, correct and complete copies of all of the Property Contracts with respect to
Leased Properties.




          (c) There are no contractual restrictions that preclude or restrict the ability to
use any Leased Property by the Company or any Subsidiary for the current or contemplated use of
such real property. To the Knowledge of the Company, there are no material latent defects
affecting the Leased Property.



          Section 4.17 Permits; Compliance with Laws. (a) Except with respect to
ERISA, Taxes, and environmental Liabilities, which are the subject of Sections 4.12, 4.14 and 4.15,
respectively, the Company and its Subsidiaries are in compliance in all material respects with all
Laws of any Governmental Body applicable to their respective businesses or operations. Except with
respect to immaterial violations of any Laws, neither the Company nor any of its Subsidiaries has,
during the three-year period immediately preceding the date of this Agreement, received any written
notice of, has Knowledge of or has been charged with, the violation of any Laws.



          (b) Each of the Company and its Subsidiaries is in possession of all authorizations,
licenses, consents, certificates, registrations, approvals and other permits of any Governmental
Entity (“Permits”) necessary for it to own, lease and operate its properties and assets or
to carry on its business as it is now being conducted (collectively, the “Company
Permits”), except where the absence of which would not, individually or in the aggregate,
reasonably be expected to have a Company Material Adverse Effect, and all such Company Permits are
in full force and effect. Neither the Company nor any of its Subsidiaries is in default or
violation (and no event has occurred which, with notice or the lapse of time or both, would
constitute a default or violation or give to others any right of revocation, non-renewal, adverse
modification or cancellation, with or without notice or lapse of time or both) of any term,
condition or provision of any Permit to which it is a party, except where such default or violation
would not, individually or in the aggregate, reasonably be expected to have a Company Material
Adverse Effect.



          (c) The Company is the authorized legal holder or otherwise has rights to all
Permits required by the Federal Communications Commission (the “FCC”), any State PUC or any
other Governmental Entity that regulates telecommunications in each jurisdiction in which the
Company is operating (collectively, “Communications Licenses”), and the Communications
Licenses constitute all of the licenses from the FCC, the State PUCs or any other Governmental
Entity that regulates telecommunications in each such jurisdiction that are necessary or required
for or used in the operation of the business as presently conducted by the Company, other than (i)
such licenses the absence of which would not result in a Company Material Adverse Affect or (ii)
such licenses from any municipal franchising authority or similar Governmental Entity, the absence
of which would not result in any fines, penalties, or other losses in excess of $5,000 individually
or $50,000 in the aggregate and which are obtained in the ordinary course of business. All the
Communications Licenses were duly obtained and are valid and in full force and effect, and not
subject to any material condition, except those conditions that may be contained within the terms
of such Communications Licenses or related Laws. No action by or before the FCC, any State PUC or
any other Governmental Entity that regulates telecommunications in each applicable jurisdiction is
pending or, to the Knowledge of the



30









 




Company, threatened, in which the requested remedy is (i) the revocation, suspension, cancellation,
rescission or modification or refusal to renew any Communications Licenses, or (ii) material fines
and/or forfeitures. The Universal Service Administrative Company has not initiated any inquiries,
audits or other proceedings against the Company and, to the Knowledge of the Company, no such
actions are threatened which, in each case, would result in fines, penalties or other losses in
excess of $5,000 individually or $50,000 in the aggregate, if not cured or otherwise responded to
in the ordinary course of business.




          Section 4.18 Intellectual Property.



          (a) The Company and/or each of its Subsidiaries owns, or is licensed or otherwise
possesses all right, title and interest in and to use all material Company Intellectual Property.
To the Knowledge of the Company, the use of the Company Intellectual Property by the Company and
its Subsidiaries does not constitute an infringement or misappropriation of any third party
Intellectual Property. In the two years prior to the date of this Agreement, neither the Company
nor any of its Subsidiaries has received any notice from any person alleging that the use of any of
the Company Intellectual Property or the operation of the Company’s or its Subsidiaries’ businesses
infringes, dilutes (in the case of trademarks), or otherwise violates the Intellectual Property of
such person or that any of the Company Intellectual Property is invalid. The consummation of the
transactions contemplated hereby will not materially alter or impair the Company’s or any of its
Subsidiaries rights in or to the Company Intellectual Property.



          (b) As of the date hereof, no claims are currently pending or, to the Knowledge of
the Company, threatened by any person with respect to the Company Intellectual Property owned or
purported to be owned by Company or any of its Subsidiaries. As of the date hereof, there are no
pending claims by the Company or any Subsidiary alleging or asserting that any third party has
violated, misappropriated or infringed any of the Company Intellectual Property nor, to the
Knowledge of the Company, is there any basis for any such claim. All employees of the Company
enter into customary agreements to keep confidential all proprietary information of the Company.



          (c) As used herein, the term “Intellectual Property” shall mean all patents,
patent applications, statutory invention registrations, inventions and other industrial property
rights; trademarks, service marks, trade names, trade dress, logos, including registrations and
applications for the registration thereof; copyrights (including without limitation, computer
software programs); Internet domain name registrations; Internet web sites, web content, and
registrations and applications for registrations thereof; confidential and proprietary information,
including know-how and trade secret rights, technologies, techniques and processes; computer
software, programs and databases in any form, all versions, updates, corrections, enhancements,
replacements, and modifications thereof, and all documentation related thereto; and rights of
privacy, publicity and endorsement, in each case under the laws of any jurisdiction in the world,
and including rights under and with respect to all applications, registrations, continuations,
divisions, renewals, extensions and reissues of the foregoing. As used herein, “Company
Intellectual Property” shall mean the Intellectual Property currently used in connection with
the business of the Company or any of its Subsidiaries or owned or held for use by the Company or
any of its Subsidiaries, and shall include, but not be limited to, the trade names set forth on
Section 4.18(c) of the Company Disclosure Letter.



31









 





          (d) To the Knowledge of the Company, none of the activities or operations of the
Company or any of its Subsidiaries (including the use of any Intellectual Property in connection
therewith) have infringed upon, misappropriated or diluted any Intellectual Property of any third
party, and neither the Company nor any of its Subsidiaries has received any written notice or claim
asserting or suggesting that any such infringement, misappropriation, or dilution is or may be
occurring or has or may have occurred, except where any such infringement, misappropriation or
dilution, individually or in the aggregate, has not had and would not reasonably be expected to
have a Company Material Adverse Effect. To the Company’s Knowledge, no third party is
misappropriating, infringing, or diluting in any material respect any Intellectual Property owned
by or exclusively licensed to the Company or any of its Subsidiaries that is material to any of the
businesses of the Company or any of its Subsidiaries. To the Knowledge of the Company, no
Intellectual Property owned by or exclusively licensed to the Company or any of its Subsidiaries
that is material to any of the businesses of the Company or any of its Subsidiaries is subject to
any outstanding order, judgment, decree or stipulation restricting or limiting in any material
respect the use or licensing thereof by the Company or any of its Subsidiaries.



          Section 4.19 Insurance. The Company and each of its Subsidiaries are
covered by valid and currently effective insurance policies issued in favor of the Company or one
or more of its Subsidiaries that are customary and adequate for companies of similar size in the
industries and locations in which the Company operates. Section 4.19 of the Company Disclosure
Letter sets forth a complete and correct list of all material insurance policies owned, held by the
Company and each of its Subsidiaries. With respect to each such insurance policy, except as would
not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse
Effect: (i) except for policies that have expired under their terms in the ordinary course, the
policy is in full force and effect; (ii) neither the Company nor any Subsidiary is in breach or
default (including any such breach or default with respect to the payment of premiums or the giving
of notice), and, to the Knowledge of the Company, no event has occurred which, with notice or the
lapse of time, would constitute such a breach or default, or permit termination or modification,
under the policy; (iii) to the Knowledge of the Company, no insurer issuing any such policy has
been declared insolvent or placed in receivership, conservatorship, or liquidation; and (iv) to the
Knowledge of the Company, no notice of cancellation or termination has been received other than in
connection with ordinary renewals.



          Section 4.20 Takeover Statutes. No further action is required by the
Company Board or the stockholders of the Company to render Section 203 of the DGCL inapplicable to
this Agreement, the Merger and the other transactions contemplated hereby. No other “moratorium,”
“fair price,” “business combination,” “control share acquisition” or similar provision of any state
anti-takeover Law (collectively, “Takeover Laws”) is, or at the Effective Time will be,
applicable to this Agreement, the Merger or any of the other transactions contemplated hereby.



          Section 4.21 Opinion of Financial Advisor. Needham & Company, LLC (the
“Company Financial Advisor”) has delivered to the Company Board its written opinion to the
effect that, as of the date of this Agreement, the Merger Consideration is fair to the stockholders
of the Company, from a financial point of view. The Company will promptly following execution and
delivery of this Agreement furnish to Purchaser a correct and complete copy of



32









 




such opinion. The Company has obtained the authorization of the Company Financial Advisor to
include a copy of its opinion in the Company Proxy Statement.




          Section 4.22 Brokers and Finders. Other than Deutsche Bank Securities Inc.
and the Company Financial Advisor, the fees and expenses of each of which will be paid by the
Company, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee
or commission in connection with the Merger or the other transactions contemplated by this
Agreement based upon arrangements made by or on behalf of the Company or any of its Subsidiaries.
The Company has furnished to Purchaser a correct and complete copy of all agreements between the
Company and the Company Financial Advisor under which the Company Financial Advisor would be
entitled to any payment relating to the Merger or a similar transaction.



          Section 4.23 Certain Payments. Neither the Company nor any of its
Subsidiaries (nor, to the Knowledge of the Company, any of their respective directors, officers or
employees) (a) has used or is using any corporate funds for any illegal contributions, gifts,
entertainment or other unlawful expenses relating to political activity, (b) has used or is using
any corporate funds for any direct or indirect unlawful payments to any foreign or domestic
governmental officials or employees, (c) has violated or is violating any provision of the Foreign
Corrupt Practices Act of 1977, (d) has established or maintained, or is maintaining, any unlawful
fund of corporate monies or other properties or (e) has made any bribe, unlawful rebate, payoff,
influence payment, kickback or other unlawful payment of any nature.



          Section 4.24 No Rights Plan. There is no stockholder rights plan, “poison
pill” anti-takeover plan or other similar device in effect to which the Company is a party or is
otherwise bound.



          Section 4.25 Related Party Transactions. Except as disclosed in the
Company SEC Documents, no director, executive officer or, to the Company’s Knowledge, any Person
who beneficially owns five percent (5%) or more of the issued and outstanding Shares is a party to
any Contract with or binding upon the Company or any of its Subsidiaries or any of their respective
properties or assets that is of the type that would be required to be disclosed under Item 404 of
Regulations S-K under the Securities Act.



          Section 4.26 Suppliers and Customers.



          (a) Section 4.26(a) of the Company Disclosure Letter sets forth a list of the top 5
suppliers of the Company by dollar amount paid during calendar year 2008 and for January through
April 30, 2009, from whom the Company has purchased goods and/or services (the “Major
Suppliers”). Since November 30, 2008, no Major Supplier has expressed in writing, and, to the
Company’s Knowledge, no Major Supplier has expressed orally, to the Company its intention to cancel
or otherwise terminate or materially reduce its relationship with the Company.



          (b) Section 4.26(b) of the Company Disclosure Letter sets forth a list of the top 15
customers of the Company by dollar amount of revenue received during the 2008 calendar year and for
January through April 30, 2009 (the “Major Customers”). Since November 30, 2008, no Major
Customer has expressed in writing, and, to the Company’s Knowledge, no Major



33









 




Customer has expressed orally, to the Company its intention to cancel or otherwise terminate its
relationship with the Company or materially reduce its contracted monthly recurring revenue to the
Company. The Company is not in material breach of any “most favored nation” or other similar
provision contained in any Contract with a Major Customer.




          Section 4.27 Network Facilities and Operations.



          (a) Section 4.27(a) of the Company Disclosure Letter sets forth for the Company’s
current operations a complete list as of the date hereof of material network outages and material
collocation service unavailability caused by the Company or any of its Subsidiaries and material
customer service credits owed during the period from January 1, 2008 through April 1, 2009.



          (b) Section 4.27(b) of the Company Disclosure Letter sets forth the following
information relating to the network and collocation space of the Company as of the date hereof: (i)
a good faith estimate of all network electronics of the Company, including, without limitation,
DWDM, SONET, routers, switches, HVAC, generators, UPS plants, DC plants, and batteries (but
excluding internal IT equipment), (ii) all material network electronics spare inventory of the
Company, (iii) per leased facility location, the leased space currently in use by customers versus
leased space currently available and ready for use by customers versus leased space available but
not ready for use by customers (i.e. unfinished space), (iv) per leased facility location,
identification of all riser space, (v) a description of fibers and fiber miles owned or leased by
the Company, and (vi) any pending sale and sublease of any of the foregoing. The information
provided in Section 4.27(b) of the Company Disclosure Letter is accurate and complete in all
material respects; provided, however, that the operation of the network of the Company is subject
to embedded software owned by third parties and licensed to, or otherwise permitted to be used by,
the Company as to which (unless indicated otherwise in Section 4.27(b) of the Company Disclosure
Letter) the Company has valid licenses, or other rights to use, that will continue to be legal,
valid, binding, enforceable and in full force and effect on identical terms immediately following
the consummation of the transactions contemplated by this Agreement.



          (c) Each of the network and collocation facilities described in Section 4.27 of the
Company Disclosure Letter, and the Company’s network and collocation facilities taken as a whole,
is, in all material respects, working, functional, fit for the purpose intended, has been
maintained, subject to ordinary wear and tear, is in good working condition and is without any
material defects for purposes of operating the business as operated by the Company.



          (d) To the Knowledge of the Company, and subject to the accuracy of the information
provided by utilities (prior to the metering device), the underlying landlords of the subject
facility leases and owners of fiber subject to IRUs, the Company has made available (if and to the
extent requested in writing by Parent prior to the date of this Agreement) to Purchaser as-built
drawings for each leased facility (and associated collocation space) and fiber network. Such
drawings are true, complete and accurate in all material respects.



          Section 4.28 Bank Accounts.



34









 





          (a) Section 4.28 of the Company Disclosure Letter lists each bank, trust company,
savings institution, brokerage firm, mutual fund or other financial institution with which the
Company has an account or safe deposit box relating to the Company and the names and identification
of all Persons authorized to draw thereon or to have access thereto.



          (b) The Company has not had a financial interest, signature authority, or other
authority over any financial accounts, including bank securities, or other types of financial
accounts, in a foreign country.



          Section 4.29 Change In Control Payment Obligations. Section 4.29 of the
Company Disclosure Letter sets forth all of the severance, retention and change of control benefit
obligations of the Company with respect to each employee of the Company or its Subsidiaries
assuming the requisite conditions for the payment of such benefit obligations are triggered and the
Closing and the payment of all such benefits obligations occur as of August 1, 2009, except for the
acceleration of the vesting of any Stock Options and the removal of any transfer restrictions on
the restricted stock awards granted under the Company Stock Award Plans and the payments in respect
of such Stock Options and restricted stock awards pursuant to Article III of this Agreement.



          Section 4.30 No Other Representations or Warranties. Except for the
representations and warranties of the Company contained in this Article IV, neither the Company nor
any other Person on behalf of the Company makes any other express or implied representation or
warranty with respect to the Company or any of its Affiliates or with respect to any other
information provided by the Company or any of its Affiliates.



ARTICLE V

REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER




          Except as set forth in the corresponding sections or subsections of the disclosure letter (the
“Acquiror Disclosure Letter”) delivered by Parent and Purchaser to the Company concurrently
with the execution of this Agreement (it being understood that any matter disclosed in any section
of the Acquiror Disclosure Letter will be deemed to be disclosed in any other section of the
Acquiror Disclosure Letter to the extent that it is readily apparent on the face of such disclosure
that such disclosure is applicable to such other section), Parent and Purchaser hereby represent
and warrant to the Company as follows:



          Section 5.1 Organization and Power. Parent is a limited liability company,
Purchaser is a corporation, and each is duly organized validly existing and in good standing under
the Laws of its jurisdiction of incorporation. Each of Parent and Purchaser has the requisite
power and authority to own, lease and operate its respective assets and properties and to carry on
its business as now conducted, except as, individually or in the aggregate, has not had and would
not reasonably be expected to have an Acquiror Material Adverse Effect.



          Section 5.2 Corporate Authorization. Each of Parent and Purchaser has all
necessary corporate power and authority to enter into and to perform its obligations under this
Agreement and to consummate the transactions contemplated hereby. The execution, delivery and
performance of this Agreement by Parent and Purchaser and the consummation by Parent



35









 




and Purchaser of the transactions contemplated hereby have been duly and validly authorized by all
necessary corporate action on the part of Parent and Purchaser.




          Section 5.3 Enforceability. This Agreement has been duly executed and
delivered by each of Parent and Purchaser and, assuming the due authorization, execution and
delivery of this Agreement by the Company, constitutes a legal, valid and binding agreement of
Parent and Purchaser, enforceable against Parent and Purchaser in accordance with its terms, except
as may be limited by bankruptcy, insolvency, moratorium or other similar Law affecting or relating
to enforcement of creditors’ rights generally or by general principles of equity.



          Section 5.4 Governmental Authorizations. The execution, delivery and
performance of this Agreement by Parent and Purchaser and the consummation by Parent and Purchaser
of the transactions contemplated by this Agreement do not and will not require any consent,
approval or other authorization of, or filing with or notification to, any Governmental Entity
other than: (i) with respect to consummation of the Merger, the filing of the Certificate of
Merger with the Secretary of State of the State of Delaware; (ii) applicable requirements of the
Exchange Act, state securities Laws or blue sky Laws; (iii) the filing of the Company Proxy
Statement; (iv) any filings required by, and any approvals required under, the rules and
regulations of NASDAQ; (v) the pre-merger notification required under (A) the HSR Act, and (B) the
competition or merger control Laws of any other applicable jurisdiction; (vi) any consent, approval
or other authorization of, or filing with or notification to, any Governmental Entity identified in
Section 5.4 of the Acquiror Disclosure Letter; and (vii) in such other circumstances where the
failure to obtain such consents, approvals, authorizations or permits, or to make such filings or
notifications, would not, individually or in the aggregate, reasonably be expected to have an
Acquiror Material Adverse Effect.



          Section 5.5 Non-Contravention. The execution, delivery and performance of
this Agreement by Parent and Purchaser and the consummation by Parent and Purchaser of the
transactions contemplated by this Agreement do not and will not:



               (i) contravene or conflict with, or result in any violation or breach of, any
provision of the organizational documents of either Parent or Purchaser; or



               (ii) contravene or conflict with, or result in any violation or breach of, any Laws,
Orders or Contracts applicable to Parent or Purchaser or any of its Subsidiaries or by which any
assets of Parent or Purchaser or any of their respective Subsidiaries are bound, except as would
not, individually or in the aggregate, reasonably be expected to have a Acquiror Material Adverse
Effect.



          Section 5.6 Financing.



          (a) Immediately preceding the Closing, Purchaser will have an amount in cash
necessary to consummate the Merger and the other transactions contemplated hereby in accordance
with this Agreement. Parent and Purchaser’s obligation to consummate the Merger is not, in any
way, conditioned on Parent or Purchaser having sufficient funds.



          (b) As of the date of this Agreement, there has not been a Subsequent Closing (as
defined in the Financing Agreements). Schedule D to the Financing Agreements, which is



36









 




set forth in Section 5.6(b) of the Acquiror Disclosure Letter, is true and correct in all material
respects and there is at least $75,000,000 of Class B Capital Commitments (as defined in the
Financing Agreements) which have not been funded.




          Section 5.7 Absence of Litigation. As of the date hereof, there are no
suits, claims, actions, proceedings, arbitrations, mediations or investigations pending or, to the
Knowledge of Parent, threatened against Parent or any of its Affiliates, other than any such suit,
claim, action, proceeding or investigation that would or would not, reasonably be expected to,
prevent or delay the consummation of, or otherwise adversely affect the ability of Parent or
Purchaser to consummate, the transactions contemplated hereby. As of the date hereof, neither
Parent nor any of its Subsidiaries nor any of their respective properties is or are subject to any
order, writ, judgment, injunction, decree or award that would, or would reasonably be expected to,
prevent or delay the consummation of, or otherwise adversely affect the ability of Parent or
Purchaser to consummate, the transactions contemplated hereby.



          Section 5.8 Disclosure.



          (a) None of the information supplied or to be supplied in writing by either
Purchaser or Parent for inclusion in the Company Proxy Statement, will, at the respective times
such documents are filed or first mailed, contain any untrue statement of a material fact, or omit
to state any material fact necessary in order to make the statements made therein in light of the
circumstances under which they are made not misleading or, at the Closing, contain any untrue
statement of a material fact, or omit to state any material fact required to be stated therein or
necessary in order to make the statements made therein, in light of the circumstances under which
they are made, not false or misleading or necessary to correct any statement in any earlier
communication which shall have become false or misleading. Notwithstanding the foregoing, no
representation or warranty is made by Parent or Purchaser with respect to information supplied in
writing by the Company specifically for inclusion therein, or with respect to information derived
from the Company’s SEC filings which is included or incorporated by reference therein.



          (b) None of the information supplied or to be supplied by Parent or Purchaser in
writing specifically for inclusion in the Company Proxy Statement will, at the respective times it
is first published, sent or given to the Company’s stockholders and at the time of the Company
Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein, in light of the
circumstances under which they are made, not misleading.



          Section 5.9 Ownership of Shares. As of the date of this Agreement, none of
Parent or Purchaser owns, directly or indirectly, beneficially or of record, any of the Shares or
holds any rights to acquire any of the Shares, except pursuant to this Agreement. As of the date
of this Agreement, the directors, officers, Affiliates and employees of Parent, Purchaser and their
respective Affiliates own less than 1% of the Shares in the aggregate.



          Section 5.10 No Other Representations or Warranties. Except for the
representations and warranties of Parent and Purchaser contained in this Article V, none of Parent,
Purchaser or any other Person on behalf of Parent or Purchaser makes any other express or implied
representation or warranty with respect to Parent, Purchaser or any of their Affiliates



37









 




or with respect to any other information provided by Parent or Purchaser or any of their
Affiliates.




          Section 5.11 No Additional Representations. Parent and Purchaser
acknowledge and agree that they, along with their Representatives, have conducted their own
independent investigation, review and analysis of the business, operations, assets, Liabilities and
prospects of the Company and its Subsidiaries. Parent and Purchaser acknowledge that they and
their Representatives have been provided access to the personnel, properties, premises and records
of the Company and its Subsidiaries for such purposes. In entering into this Agreement, Parent and
Purchaser acknowledge that they have not relied on any factual representations of the Company or
its Representatives, except for the specific representations and warranties of the Company set
forth in this Agreement. Parent acknowledges that neither the Company nor any Person has made any
representation or warranty, express or implied, as to the accuracy or completeness of any
information regarding the Company furnished or made available to Parent and its Representatives
except as expressly set forth herein, and neither the Company nor any other Person shall be subject
to any liability to Parent or any other Person resulting from the Company’s making available to
Parent or Parent’s use of such information, or any information, documents or material made
available to Parent in the diligence materials provided to Parent, including in the “data room,”
management presentations (formal or informal) or in any other form in connection with the
transactions contemplated by this Agreement. Without limiting the foregoing, the Company makes no
representation or warranty to Parent with respect to any financial projection or forecast relating
to the Company or any of its Subsidiaries.



ARTICLE VI

COVENANTS




          Section 6.1 Conduct of Business of the Company. Except (a) as expressly
required or permitted by this Agreement, (b) as set forth in Section 6.1 of the Company Disclosure
Letter, (c) as required by applicable Law or (d) with the prior written consent of Parent given in
response to a written request (including email) for said consent, which consent shall not be
unreasonably withheld, delayed, or conditioned (and which shall be deemed given if Parent does not
reply to said request within four (4) Business Days of the date such request is received by
Parent), from the date of this Agreement to the earlier of (i) the date of termination of this
Agreement or (ii) the Effective Time, the Company will, and will cause each of its Subsidiaries to,
(x) conduct its operations only in the ordinary course of business consistent with past practice,
(y) use commercially reasonable efforts to maintain and preserve intact in all material respects
its business organization, including the services of its key employees and the goodwill of its
material customers, distributors, suppliers and manufacturers and (z), without limiting the
generality of the foregoing, the Company will not, and will cause each of its Subsidiaries not to,
take any of the following actions:



          (a) propose, make or adopt any changes to the Company Organizational Documents;



          (b) make, declare, set aside, or pay any dividend or distribution on any shares of
its capital stock or otherwise make any payments to its stockholders in their capacity as such,



38









 




other than dividends paid by a wholly-owned Subsidiary to its parent corporation or another
wholly-owned Subsidiary in the ordinary course of business;




          (c) (i) adjust, split, combine or reclassify or otherwise amend the terms of its
capital stock, (ii) repurchase, redeem, purchase, acquire, encumber, pledge, dispose of or
otherwise transfer, directly or indirectly, any shares of its capital stock or any securities or
other rights convertible or exchangeable into or exercisable for any shares of its capital stock or
such securities or other rights, (iii) authorize for issuance, issue, grant, deliver or sell any
shares of its capital stock or any securities or other rights convertible or exchangeable into or
exercisable for any shares of its capital stock or such securities or rights (other than pursuant
to the exercise of the Stock Options or Warrants outstanding as of the date of this Agreement in
accordance with their terms as of the date of this Agreement or the issuance of Stock Options in
the ordinary course of business), (iv) adjust or amend any of the terms (including the exercise
prices) of the Stock Options or Warrants, (v) enter into any Contract, understanding or arrangement
with respect to the sale, voting, pledge, encumbrance, disposition, acquisition, transfer,
registration or repurchase of its capital stock or such securities or other rights or (vi) register
for sale, resale or other transfer any Shares under the Securities Act on behalf of the Company or
any other Person;



          (d) except in the ordinary course of business, sell, lease or otherwise dispose of,
or encumber or subject to any Lien, a material amount of the Company’s assets or securities,
including by merger, consolidation, asset sale or other business combination;



          (e) directly or indirectly acquire or agree to acquire (i) by merging with,
consolidating with or purchasing a majority equity interest in or a majority of the assets of,
making an investment in or loan or capital contribution to or in any other manner, any corporation,
partnership, association or other business organization or division thereof or (ii) any assets that
are otherwise material to the Company and its Subsidiaries, other than assets acquired in the
ordinary course of business consistent with past practice;



          (f) except as set forth in Section 6.1(f) of the Company Disclosure Letter (i)
incur, create, assume or otherwise become liable for, or repay or prepay, any indebtedness for
borrowed money, any obligations under conditional or installment sale Contracts or other Contracts
relating to purchased assets or property, any capital lease obligations or any guarantee or any
such indebtedness of any other Person, issue or sell any debt securities or options, warrants,
calls or other rights to acquire any debt securities of the Company or any of its Subsidiaries,
guarantee any debt securities of any other Person, enter into any “keepwell” or other agreement to
maintain any financial statement condition of any other Person or enter into any arrangement having
the economic effect of any of the foregoing (collectively, “Indebtedness”), or amend,
modify or refinance any Indebtedness or make any loans, advances or capital contributions to, or
investments in, any other Person, other than the Company or any direct or indirect wholly owned
Subsidiary of the Company;



          (g) except as set forth in Section 6.1(g) of the Company Disclosure Letter (i) pay,
discharge, settle or satisfy obligations under the Credit Facility or any other claims, Liabilities
or obligations (whether absolute, accrued, asserted or unasserted, contingent or otherwise), other
than the payment, discharge or satisfaction thereof (A) in the ordinary course of business
consistent with past practice or (B) as required by their terms as in effect on the date of



39









 




this Agreement of claims, liabilities or obligations which individually are less than $250,000 and
are reflected or reserved against in the most recent audited financial statements (or the notes
thereto) of the Company included in the Company SEC Documents (for amounts not in excess of such
reserves), or incurred since the date of such financial statements in the ordinary course of
business consistent with past practice, (ii) cancel any material indebtedness value or (iii) waive,
release, grant or transfer any right of material value other than in the ordinary course of
business consistent with past practice;




          (h) adopt or enter into a plan of complete or partial liquidation, dissolution,
restructuring, capitalization or other reorganization;



          (i) incur or commit to incur any capital expenditure or authorization or commitment
with respect thereto which is not provided for in the capital expenditure budget set forth in
Section 6.1(i) of the Company Disclosure Letter;



          (j) (i) modify, amend, terminate, cancel or extend any Company Contract or (ii)
enter into any Contract that if in effect on the date hereof would be a Company Contract;



          (k) commence any Legal Action (other than a Legal Action as a result of a Legal
Action commenced against the Company or any of its Subsidiaries or commenced by the Company against
Parent or Purchaser in respect of this Agreement or the transactions contemplated by this
Agreement), or compromise, settle or agree to settle any Legal Action (excluding any Legal Action
relating to this Agreement or the transactions contemplated hereby) other than compromises,
settlements or agreements in the ordinary course of business consistent with past practice that
involve only the payment of money damages not in excess of $100,000 individually or $250,000 in the
aggregate, in any case without the imposition of equitable relief on, or the admission of
wrongdoing by, the Company;



          (l) change its financial accounting methods, principles or practices in any material
respect, except insofar as may have been required by a change in GAAP or applicable Law, or revalue
any of its material assets;



          (m) settle or compromise any material liability for Taxes, amend any material Tax
Return, make any material Tax election or take any material position on any material Tax Return
filed on or after the date of this Agreement, adopt or change any method of accounting, principles,
or practices for Tax purposes, or consent to any extension or waiver of any limitations period with
respect to any claim or assessment for Taxes;



          (n) change its fiscal year;



          (o) (i) except as required under any Company Benefit Plan or as required to comply
with any applicable Law, grant any current or former director, officer, employee or independent
contractor any increase in compensation, bonus or other benefits, or grant of any type of
compensation or benefits to any current or former director, officer, employee or independent
contractor not previously receiving or entitled to receive such type of compensation or benefit, or
pay any bonus of any kind or amount to any current or former director, officer, employee or
independent contractor, (ii) except as required under the Change In Control Plan, grant or pay to
any current or former director, officer, employee or independent contractor any



40









 




severance, change in control or termination pay, or modifications thereto or increases therein,
(iii) pay any benefit or grant or amend any award (including in respect of stock options, stock
appreciation rights, performance units, restricted stock or other stock-based or stock-related
awards or the removal or modification of any restrictions in any Company Benefit Plan or awards
made thereunder) except as required to comply with any applicable Law or any Company Benefit Plan
in effect as of the date hereof or except for payments of salaries or benefits to the Company’s
employees in the ordinary course of business, (iv) adopt or enter into any collective bargaining
agreement or other labor union contract, (v) take any action to accelerate the vesting or payment
of any compensation or benefit under any Company Benefit Plan or other Contract or (vi) adopt any
new employee benefit plan or arrangement or amend, renew, modify or terminate any existing Company
Benefit Plan, in each case for the benefit of any current or former director, officer, employee or
independent contractor, other than as required by applicable Law;




          (p) fail to keep in force insurance policies or replacement or revised provisions
regarding insurance coverage with respect to the material assets, operations and activities of the
Company and its Subsidiaries as in effect as of the date hereof;



          (q) renew or enter into any non-compete, exclusivity, or non-solicitation agreement
that would restrict or limit, in any material respect, the operations of the Company or any of its
Subsidiaries;



          (r) waive any material benefits of, or agree to modify in any adverse respect, or
fail to enforce, or consent to any matter with respect to which its consent is required under, any
standstill or confidentiality agreement (but excluding confidentiality provisions in the Contracts
entered into in the ordinary course of business) to which the Company or any of its Subsidiaries is
a party;



          (s) enter into any new line of business outside of its existing business;



          (t) enter into any new real property lease (other than collocation Contracts entered
into in the ordinary course of business consistent with past practice), or amend the terms of, or
terminate any interest in, any Leased Property;



          (u) enter into any Contract with respect to network infrastructure or indefeasible
rights of use of capacity or infrastructure, each with a term of more than five (5) years;



          (v) prepay any Contracts, other than in the ordinary course of business consistent
with past practice; or



          (w) agree, authorize, resolve, or commit to do any of the foregoing.



          Section 6.2 Other Actions. Parent, Purchaser and the Company will not, and
will cause their respective Subsidiaries and Affiliates not to, take any action that would
reasonably be expected to, individually or in the aggregate, result in any of the conditions to the
Merger set forth in Article VII of this Agreement not being satisfied or satisfaction of those
conditions being materially delayed, except, in the case of the Company, to the extent the Company
Board withdraws, modifies or amends the Company Board Recommendation to the



41









 




extent permitted by Section 6.4 or terminates this Agreement to the extent permitted by Article
VIII.




          Section 6.3 Access to Information; Confidentiality. Subject to applicable
Law, the Company will provide and will cause its Subsidiaries and its and their respective
Representatives to provide Parent, Purchaser and their Representatives, during normal business
hours and upon reasonable advance notice (i) such access to the officers, management, employees,
offices, properties, books and records of the Company and such Subsidiaries (so long as such access
does not unreasonably interfere with the operations of the Company) as Parent or Purchaser
reasonably may request, except that Parent or Purchaser shall not conduct any physical testing,
sampling or analysis of soil, subsoil, groundwater, other environmental constituents, or building
materials without specific written authorization from the Company, and (ii) all documents
(including, without limitation, financial, operating and other data) that Parent or Purchaser
reasonably may request. Notwithstanding the foregoing, the Company shall not be obligated to
comply with the foregoing provisions of this Section 6.3 (A) with respect to materials, documents
or information relating to this Agreement or the transactions contemplated hereby, or any Takeover
Proposal, Superior Proposal, contemplated Adverse Recommendation Change or a definitive agreement
in respect of any of the foregoing or (B) if the Company determines in its reasonable judgment that
(1) such compliance would be reasonably expected to result in the violation of applicable Law, or
the Company Board’s fiduciary duties or (2) such noncompliance is necessary or advisable to
preserve attorney-client, work-product or any similar privilege, or to protect any trade secret.
All information exchanged or received pursuant to this Section 6.3 shall be deemed to be
“Confidential Information,” as defined in and subject to the terms of the Confidentiality
Agreement.



          Section 6.4 Solicitation. (a) Notwithstanding any other provision of this
Agreement to the contrary, during the period beginning on the date of this Agreement and continuing
until 11:59 p.m. New York City time on June 16, 2009 (the “Solicitation Period End Time”),
the Company and its Representatives shall have the right to directly or indirectly: (i) initiate,
solicit and encourage Takeover Proposals (or inquiries, proposals or offers or other efforts or
attempts that may lead to Takeover Proposals), including by way of providing access to non-public
information pursuant to (but only pursuant to) one or more Acceptable Confidentiality Agreements;
provided that the Company shall promptly (and in any event within twenty-four (24) hours)
provide Parent access to any material non-public information concerning the Company or its
Subsidiaries that is provided to any Person given such access which was not previously provided to
Parent or its Representatives; and (ii) enter into and maintain discussions or negotiations with
respect to Takeover Proposals or otherwise cooperate with or assist or participate in, or
facilitate any such inquiries, proposals, discussions or negotiations. Within two (2) Business
Days after the Solicitation Period End Time, the Company shall provide Parent a description of the
material terms and conditions of each Takeover Proposal received from an Excluded Party (as defined
below), and the Company shall keep Parent reasonably informed on a current basis (and in any event
within two (2) Business Days of the occurrence of any changes, developments, discussions or
negotiations) of the status of any such Takeover Proposal. Except as permitted by this Section 6.4
and except with respect to any Excluded Party (as defined below, and as determined by the Company
Board no later than the Solicitation Period End Time), at the Solicitation Period End Time the
Company shall, and shall cause each of its Subsidiaries and the Representatives of the Company and
its Subsidiaries to, (1) immediately cease and cause to be



42









 




terminated all existing discussions or negotiations with any Person conducted heretofore with
respect to any Takeover Proposal, (2) request the prompt return or destruction of all confidential
information previously furnished to any Person in respect of a Takeover Proposal and (3) not
terminate, waive, amend, release or modify any provision of any confidentiality or standstill
agreement to which it or any of its Affiliates or Representatives is a party with respect to any
Takeover Proposal, and shall enforce the provisions of any such agreement. Notwithstanding
anything to the contrary in this Section 6.4, any Excluded Party shall cease to be an Excluded
Party for all purposes under this Agreement immediately at such time as the Takeover Proposal made
by such party is withdrawn, is terminated, expires or fails, in the reasonable judgment of the
Company Board, to continuously satisfy the requirements of Sections 6.4(c)(i) and (iii).




          (b) Except as otherwise permitted by Section 6.4(a), Section 6.4(c) and Section
6.4(e) and except with respect to any written Takeover Proposal received after the date hereof and
prior to the Solicitation Period End Time with respect to which the requirements of Sections
6.4(c)(i), (c)(iii), and (c)(iv) have been satisfied as of the Solicitation Period End Time and at
all times thereafter (any Person so submitting such Takeover Proposal, an “Excluded
Party”), the Company shall not and shall cause its Subsidiaries and Representatives not to,
directly or indirectly, from the Solicitation Period End Time until the earlier of the Effective
Time or the termination of this Agreement pursuant to Article VIII:



               (i) initiate, solicit or knowingly encourage (including by way of providing
non-public information) or facilitate the submission of any inquiries, proposals or offers with
respect to a Takeover Proposal;



               (ii) participate or engage in any discussions or negotiations with, or furnish or
disclose any non-public information relating to the Company or any of its Subsidiaries to, or
otherwise knowingly cooperate with or knowingly assist any Person, in each case, in connection with
a Takeover Proposal;



               (iii) approve, endorse or recommend any Takeover Proposal (but specifically
excluding any Acceptable Confidentiality Agreements);



               (iv) enter into any merger agreement, letter of intent, agreement in principle,
acquisition agreement, purchase agreement, option agreement or other similar agreement relating to
a Takeover Proposal; or



               (v) resolve, propose or agree to do any of the foregoing.



          (c) Notwithstanding anything to the contrary contained in this Section 6.4 (and in
addition to but not in lieu of the Company’s rights under Section 6.4(a)), if at any time following
the date of this Agreement and prior to the earlier of the Effective Time or the termination of
this Agreement pursuant to Article VIII, (i) the Company has received a written Takeover Proposal
from a third party that the Company Board determines in good faith to be bona fide, (ii) the
Company has not materially breached this Section 6.4 and (iii) the Company Board determines in good
faith that such Takeover Proposal constitutes or would be reasonably likely to result in a Superior
Proposal, and (iv) after consultation with its outside counsel, the Company Board determines in
good faith that the failure to take such actions or any of the



43









 




actions described in the following clauses (1) and (2) would be inconsistent with its fiduciary
duties to the stockholders of the Company under applicable Law, then the Company may (1) furnish
information pursuant to (but only pursuant to) an one or more Acceptable Confidentiality Agreements
with respect to the Company and its Subsidiaries to the Person making such Takeover Proposal and
(2) engage in discussions or negotiations with the Person making such Takeover Proposal regarding
such Takeover Proposal; provided that the Company will not, and will not allow its
Subsidiaries or their respective Representatives to, disclose any non-public information to such
Person unless the Company promptly (and in any event within twenty-four (24) hours) provides Parent
access to such material non-public information concerning the Company and its Subsidiaries provided
to such other Person which was not previously provided to Parent. Without limiting the generality
of the foregoing sentence, prior to the Effective Time, the Company shall in any event be permitted
to take the actions described in clauses (1) and (2) above (subject to the proviso thereto) with
respect to an Excluded Party.




          (d) From and after the Solicitation Period End Time and until the earlier of the
Effective Time or the termination of this Agreement pursuant to Article VIII, the Company shall
promptly (and in any event within forty-eight (48) hours) notify Parent in the event that the
Company or any of its Subsidiaries or their respective Representatives receives (other than from
any Excluded Party): (i) any Takeover Proposal, (ii) any request for non-public information
relating to the Company or any of its Subsidiaries other than requests for information from an
Excluded Party or in the ordinary course of business consistent with past practices and unrelated
to a Takeover Proposal or (iii) any inquiry or request for discussions or negotiations regarding
any Takeover Proposal. The Company shall promptly (and in any event within forty-eight (48) hours)
notify Parent of the identity of such Person and provide Parent with a description of such Takeover
Proposal, indication, inquiry or request. The Company shall keep Parent reasonably informed on a
current basis (and in any event within forty-eight (48) hours of the occurrence of any changes,
developments, discussions or negotiations) of the status of any such Takeover Proposal, indication,
inquiry or request (including the material terms and conditions thereof and of any modification
thereto). Without limiting the foregoing, from and after the Solicitation Period End Time until
the earlier of the Effective Time or the termination of this Agreement pursuant to Article VIII,
the Company shall promptly (and in any event within forty-eight (48) hours) notify Parent if it
determines to begin providing information or to engage in discussions or negotiations concerning a
Takeover Proposal pursuant to Section 6.4(c).



          (e) Except as permitted pursuant to Section 6.4(a), Section 6.4(c) or this Section
6.4(e), neither the Company Board nor any committee thereof shall (i) (A) withdraw (or modify or
qualify in any manner adverse to Parent or Purchaser) the approval, recommendation or declaration
of advisability by the Company Board or any such committee of this Agreement, the Merger or any of
the other transactions contemplated hereby, (B) adopt, approve, recommend, endorse or otherwise
declare advisable the adoption of any Takeover Proposal or (C) resolve, agree or propose to take
any such actions (each such action set forth in this Section 6.4(e)(i) being referred to herein as
an “Adverse Recommendation Change”) or (ii) cause or permit the Company to enter into any
letter of intent, memorandum of understanding, agreement in principle, acquisition agreement,
merger agreement, option agreement, joint venture agreement, partnership agreement or other
agreement (each, an “Alternative Acquisition Agreement”) constituting or which is
reasonably likely to lead to any Takeover Proposal or (iii) resolve, agree or propose to take any
such actions. Notwithstanding the foregoing or



44









 




anything in this Section 6.4 to the contrary, at any time prior to the Effective Time, the Company
Board may, if the Company Board determines in good faith (after consultation with outside counsel)
that the failure to do so would be inconsistent with its fiduciary duties to the stockholders of
the Company under applicable Law, taking into account all adjustments to the terms of this
Agreement that may be offered by Parent pursuant to this Section 6.4(e), (x) make an Adverse
Recommendation Change or (y) in response to a Superior Proposal that did not result from a material
breach of this Section 6.4, cause the Company to terminate this Agreement pursuant to Section
8.4(b) (including payment of the Termination Fee) and concurrently enter into a binding Alternative
Acquisition Agreement with respect to such Superior Proposal; provided, however,
that (1) (AA) no Adverse Recommendation Change may be made and (BB) no such termination of this
Agreement and entry into an Alternative Acquisition Agreement by the Company may be made, in each
case, until after the fourth (4th) Business Day following Parent’s receipt (any such four Business
Day period, a “Notice Period”) of written notice from the Company advising Parent that the
Company Board intends to make an Adverse Recommendation Change or terminate this Agreement pursuant
to Section 8.4(b), as the case may be, which written notice shall set forth (if applicable) the
terms and conditions of, and the identity of any Person making, any Superior Proposal that is the
basis of the proposed action by the Company Board (it being understood and agreed that the Company
shall provide written notice of any amendment to the financial terms or any other material term of
such Superior Proposal prior to the expiration of the Notice Period), (2) during the Notice Period,
the Company shall, and shall cause its financial and legal advisors to, negotiate with Parent in
good faith (to the extent Parent seeks to negotiate) to make such adjustments to the terms and
conditions of this Agreement as would enable the Company to proceed with its recommendation of this
Agreement and not make an Adverse Recommendation Change and (3) the Company shall not terminate
this Agreement pursuant to Section 8.4(b) if, prior to the expiration of the Notice Period, Parent
makes a binding written proposal to adjust the terms and conditions of this Agreement that the
Company Board determines in good faith (after consultation with outside counsel and its financial
advisor) to be at least as favorable as the Superior Proposal.




          (f) Nothing contained in this Agreement (including, without limitation, this Section
6.4) shall prohibit the Company Board from (i) making any “stop, look and listen” communication or
similar communication of the type contemplated by Rule 14d-9 under the Exchange Act or (ii)
complying with its disclosure obligations under applicable Law with regard to a Takeover Proposal,
including taking and disclosing to the stockholders of the Company a position contemplated by Rule
14e-2(a) and Rule 14d-9 promulgated under the Exchange Act (or any similar communication to
stockholders) or (iii) disclosing the fact that the Company Board has received a Takeover Proposal
and the terms of such Takeover Proposal, if the Company Board determines, after consultation with
its outside legal counsel, that the failure to take any such actions would be inconsistent with its
fiduciary duties under applicable Law or to comply with obligations under any securities Laws or
the rules and regulations of NASDAQ, provided, however, that any such disclosure
(other than a “stop, look and listen” communication or similar communication of the type
contemplated by Section 14d-9(f) under the Exchange Act) shall be subject to the provisions of this
Section 6.4.



          (g) The Company shall not take any action to exempt any Person (other than Parent,
Purchaser and their respective Affiliates) from the restrictions on “business combinations”
contained in Section 203 of the DGCL (or any similar provision of any other



45









 




Takeover Law) or otherwise cause such restrictions not to apply, or agree to do any of the
foregoing, unless such actions are taken substantially concurrently with a termination of this
Agreement pursuant to Section 8.4(b).




          Section 6.5 Takeover Statutes. If any Takeover Law is or becomes applicable
to this Agreement, the Merger or the other transactions contemplated by this Agreement, each of
Parent, Purchaser and the Company and their respective boards of directors will (a) take all
necessary action to ensure that such transactions may be consummated as promptly as practicable
upon the terms and subject to the conditions set forth in this Agreement and (b) otherwise act to
eliminate or minimize the effects of such Takeover Law.



          Section 6.6 Company Proxy Statement; Other Filings; Stockholders’ Meeting.



          (a) On or prior to the last day of the Solicitation Period End Time, the Company
shall prepare and, after consultation with Parent, file with the SEC the Company Proxy Statement
and each of the Company, Parent and Purchaser shall, or shall cause their respective Affiliates to,
prepare and, after consultation with each other, file with the SEC all other filings that are
required to be filed by such party in connection with the transactions contemplated hereby (the
“Other Filings”). The Company will provide Parent a reasonable opportunity to review and
consult with the Company regarding the Company Proxy Statement, or any amendments or supplements
thereto, prior to filing the same with the SEC. Parent, Purchaser and the Company shall cooperate
with one another in connection with the preparation of the Company Proxy Statement and the Other
Filings and shall furnish all information concerning such party as the other party may reasonably
request in connection with the preparation of the Company Proxy Statement and the Other Filings.
Parent, Purchaser and the Company shall each use all reasonable efforts to have the Company Proxy
Statement cleared by the SEC as promptly as reasonably practicable after such filing. The Company
will use commercially reasonable efforts to cause the Company Proxy Statement to be mailed to the
Company’s stockholders as promptly as reasonably practicable after the definitive Company Proxy
Statement is cleared by the SEC (but in no event later than seven (7) Business Days after the
Company Proxy Statement is cleared by the SEC).



          (b) As promptly as reasonably practicable, each of Parent and the Company shall
notify the other of (i) the receipt of any comments from the SEC and all other written
correspondence and oral communications with the SEC relating to the Company Proxy Statement and
(ii) any request by the SEC for any amendment or supplement to the Company Proxy Statement or the
Other Filings or for additional information with respect thereto. The Company and Parent shall
each use its reasonable best efforts to promptly provide responses to the SEC with respect to all
comments received on the Company Proxy Statement by the SEC and the Company shall cause the
definitive Company Proxy Statement to be mailed promptly after the date the SEC staff advises that
it has no further comments thereon or that the Company may commence mailing the Company Proxy
Statement. All filings by the Company with the SEC in connection with the transactions
contemplated hereby, including the Company Proxy Statement and any amendment or supplement thereto
and all mailings to the Company’s stockholders in connection with the Merger and transactions
contemplated by this Agreement shall be subject to the reasonable prior review and comment of
Parent. All filings by Parent with the SEC in



46









 




connection with the transactions contemplated hereby shall be subject to the reasonable prior
review and comment of the Company.




          (c) If, at any time prior to the Effective Time or the earlier termination of this
Agreement pursuant to Article VIII, any information relating to the Company, Parent or Purchaser or
any of their respective Affiliates, directors or officers is discovered by the Company, Parent or
Purchaser which should be set forth in an amendment or supplement to the Company Proxy Statement or
Other Filings, so that the Company Proxy Statement or Other Filings would not contain any untrue
statement of a material fact or omit to state any material fact required to be stated therein or
necessary in order to make the statements therein, in light of the circumstances under which they
were made, not misleading, the party that discovers such information shall promptly notify the
other parties and an appropriate amendment or supplement describing such information shall be filed
promptly with the SEC and, to the extent required by Law, disseminated to the stockholders of the
Company.



          (d) Notwithstanding any Adverse Recommendation Change and for so long as this
Agreement has not been terminated in accordance with Article VIII, the Company shall, in accordance
with applicable Law, its Certificate of Incorporation and Company Bylaws, take all reasonable
action necessary to promptly and duly call, give notice of, convene and hold, as soon as reasonably
practicable following the date upon which the Company Proxy Statement is cleared by the SEC for
mailing to the Company’s stockholders (but in any event within twenty-two (22) Business Days after
the date the definitive Company Proxy Statement is mailed to stockholders, or later if necessary to
accommodate any amendments of the Proxy Statement needed to be filed with the SEC after the Proxy
Statement is first mailed), the Company Stockholder Meeting for the purpose of seeking the Company
Stockholder Approval. The Company Board shall (i) except as otherwise provided in Section 6.4,
recommend adoption of this Agreement and include in the Company Proxy Statement such recommendation
and (ii) use take all reasonable lawful action to solicit such adoption. Without limiting the
generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence
of this Section 6.6(d) shall not be affected by the commencement, public proposal, public
disclosure or communication to the Company or any other Person of any Takeover Proposal or the
occurrence of any Adverse Recommendation Change, unless this Agreement is terminated pursuant to
Article VIII hereof.



     Section 6.7 Employees. Purchaser will cause employees of the Surviving
Corporation to be enrolled in Parent’s existing employee benefit plans (each such plan, a
“Parent Plan”), and all such employees will be credited with his or her years of service
with the Company and its Affiliates before the Effective Time (including predecessor or acquired
entities or any other entities with respect to service for which the Company and its Affiliates
have given credit for prior service). For purposes of each Parent Plan providing medical, dental,
pharmaceutical and/or vision benefits, the Parent Plan will cause all pre-existing condition
exclusions and actively-at-work requirements of such Parent Plan to be waived for such employee and
his or her covered dependents, to the extent any such exclusions or requirements were waived or
were inapplicable under any similar or comparable Company Benefit Plan, and the Parent Plan will
cause any eligible expenses incurred by such employee and his or her covered dependents during the
plan year in which the Closing falls to be taken into account under such Parent Plan for purposes
of satisfying all deductible, coinsurance and maximum out-



47









 




of-pocket requirements applicable to such employee and his or her covered dependents for the
applicable plan year as if such amounts had been paid in accordance with such Parent Plan. The
employees of the Company and its Subsidiaries shall be treated in a manner consistent with Parent’s
past practices with respect to severance benefits. Notwithstanding anything to the contrary in
this Agreement, in no event shall Parent, Purchaser or the Surviving Corporation amend, terminate
or waive any provision of the Change In Control Plan during the twelve (12) month period
immediately following the Effective Time (nor shall Parent, Purchaser or the Surviving Corporation
amend this Agreement in respect of this obligation). This Section 6.7 shall be binding upon and
inure solely to the benefit of each of the parties to this Agreement, and nothing in this Section
6.7, expressed or implied, is intended to confer upon any other Person any rights or remedies of
any nature whatsoever under or by reason of this Section 6.7. Without limiting the foregoing, no
provision of this Section 6.7 will create any third party beneficiary rights in any current or
former employee, director or consultant of the Company or its Subsidiaries in respect of continued
employment (or resumed employment) or any other matter. The Company’s employees set forth in
Section 6.7 of the Company Disclosure Letter shall be terminated without cause effective as of the
Effective Time.




          Section 6.8 Directors’ and Officers’ Indemnification and Insurance. (a) In
the event of any threatened or actual claim, action, suit, proceeding or investigation, whether
civil, criminal or administrative, including any such claim, action, suit, proceeding or
investigation, in which any present or former director or officer of the Company or any of its
Subsidiaries (together, the “Indemnified Parties”) is, or is threatened to be, made a party
based in whole or in part on, or arising in whole or in part out of, or pertaining in whole or in
part to, any action or failure to take action by any such Indemnified Party in such capacity taken
prior to the Effective Time, the Surviving Corporation will, from and after the Effective Time,
indemnify, defend and hold harmless, as and to the fullest extent permitted or required by
applicable Law, and as may otherwise be required by the Company Organizational Documents (or any
similar organizational document of the Company or its Subsidiaries), when applicable, or any
indemnity agreements or Contracts applicable to any such Indemnified Party, against any losses,
claims, damages, Liabilities, costs, legal and other expenses (including reimbursement for
reasonable legal and other fees and expenses incurred in advance of the final disposition of any
claim, suit, proceeding or investigation to each Indemnified Party), judgments, fines and amounts
paid in settlement actually incurred by such Indemnified Party in connection with such claim,
action, suit, proceeding or investigation, subject to the Surviving Corporation’s receipt of an
undertaking by such Indemnified Party to repay such legal and other fees and expenses paid in
advance if it is ultimately determined by a court of competent jurisdiction that such Indemnified
Party is not entitled to be indemnified under applicable Law.



          (b) The Surviving Corporation will (i) maintain in effect for a period of six years
after the Effective Time, if available, the current policies of directors’ and officers’ liability
insurance maintained by the Company immediately prior to the Effective Time (provided that the
Surviving Corporation may substitute therefor policies, of at least the same coverage and amounts
containing terms and conditions that are not less advantageous in the aggregate to the directors
and officers of the Company) or (ii) obtain as of the Effective Time “tail” insurance policies with
a claims period of six years from the Effective Time with at least the same coverage and amounts
and containing terms and conditions that are not less advantageous in the aggregate to the
directors and officers of the Company, in each case with respect to claims,



48









 




actions, suits, proceedings or investigations arising out of or relating to events which occurred
before or at the Effective Time; provided, however that in no event will the
Surviving Corporation be required to expend an aggregate premium for such “tail” insurance coverage
contemplated by subsection (ii) of this Section 8.6(b) in excess of 100% of the last annual premium
paid by the Company for its current policies of directors’ and officers’ liability insurance (which
fiscal year 2009 premiums are hereby represented and warranted by the Company to be as set forth in
Section 6.8(b) of the Company Disclosure Letter) prior to the date of this Agreement (the “Maximum
Premium”). If such “tail” insurance coverage contemplated by subsection (ii) of this Section
8.6(b) cannot be obtained at all, or can only be obtained at an aggregate premium in excess of the
Maximum Premium, the Surviving Corporation will obtain that amount of such “tail” insurance
coverage obtainable for an aggregate premium equal to the Maximum Premium.




          (c) The provisions of this Section 6.8 will survive the Closing and, after the
Effective Time, are intended to be for the benefit of, and will be enforceable by, each Indemnified
Party and its successors and representatives after the Effective Time and their rights under this
Section 6.8 are in addition to, and will not be deemed to be exclusive of, any other rights to
which an Indemnified Party is entitled, whether pursuant to Law, Contract, the Company
Organizational Documents (or similar organizational document) or the certificate of incorporation
or bylaws of Parent, the Surviving Corporation or any of their respective Subsidiaries or
otherwise.



          (d) Following the Effective Time, Parent, the Surviving Corporation and each of
their respective Subsidiaries shall include and maintain in effect in their respective certificate
of incorporation or bylaws (or similar organizational documents) for a period of six years after
the Effective Time, provisions regarding the elimination of liability of directors (or their
equivalent), indemnification of officers and directors thereof and advancement of expenses which
are, in the aggregate with respect to each such entity, no less advantageous to the intended
beneficiaries than the corresponding provisions contained in such organizational documents as of
the date of this Agreement.



          (e) In the event that the Parent, Surviving Corporation or any of their respective
successors or assigns (i) consolidates with or merges into any other Persons, or (ii) transfers all
or substantially all of its properties or assets to any Person, then and in each case, proper
provision will be made so that the applicable successors, assigns or transferees assume the
obligations set forth in this Section 6.8.



          Section 6.9 All Reasonable Efforts. (a) Upon the terms and subject to the
conditions set forth in this Agreement and in accordance with applicable Laws, each of the parties
to this Agreement will use all reasonable efforts to take, or cause to be taken, all actions and to
do, or cause to be done, all things necessary, proper or advisable to ensure that the conditions to
the Merger set forth in Article VII are satisfied and to consummate the transactions contemplated
by this Agreement as promptly as practicable, including (i) obtaining all necessary actions or
non-actions, waivers, consents and approvals from Governmental Entities and making all necessary
registrations and filings and taking all steps as may be necessary to obtain an approval or waiver
from, or to avoid an action or proceeding by, any Governmental Entity, (ii) making, as promptly as
practicable (and in any event within 15 Business Days of the date of this



49









 




Agreement), an appropriate filing of a Notification and Report Form pursuant to the HSR Act with
respect to the transactions contemplated hereby and not extending any waiting period under the HSR
Act or entering into any agreement with the U.S. Federal Trade Commission (the “FTC”) or
the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) not to
consummate the transactions contemplated by this Agreement, except with the prior written consent
of the other party hereto, (iii) making, as promptly as practicable, appropriate filings under any
other antitrust, competition or pre-merger notification, trade regulation law, regulation or order,
(iv) subject to first having used all reasonable efforts to negotiate a resolution of any
objections underlying such lawsuits or other legal proceedings, defending and contesting any
lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement
or the consummation of the transactions contemplated by this Agreement, including seeking to have
any stay or temporary restraining order entered by any Governmental Entity vacated or reversed and
(v) executing and delivering any additional instruments necessary to consummate the transactions
contemplated hereby, and to fully carry out the purposes of this Agreement; provided,
however, that neither the Company nor any of its Subsidiaries shall commit to the payment
of any fee, penalty or other consideration or make any other concession, waiver or amendment under
any Contract in connection with obtaining any consent without the prior written consent of Parent
(except as required by the terms of the applicable Contract).




          (b) Parent, Purchaser and the Company will cooperate and consult with each other in
connection with the making of all such filings, notifications and any other material actions
pursuant to this Section 6.9, subject to applicable Law, by permitting counsel for the other party
to review in advance, and consider in good faith the views of the other party in connection with,
any proposed material written communication to any Governmental Entity and by providing counsel for
the other party with copies of all filings and submissions made by such party and all
correspondence between such party (and its advisors) with any Governmental Entity and any other
information supplied by such party and such party’s Affiliates to a Governmental Entity or received
from such a Governmental Entity in connection with the transactions contemplated by this Agreement;
provided, however, that material may be redacted on the advice of outside counsel
as necessary to address good faith legal privilege or confidentiality concerns.



          (c) Each of Parent, Purchaser and the Company will promptly inform the other party
upon receipt of any material communication from the FTC, the Antitrust Division or any other
Governmental Entity regarding any of the transactions contemplated by this Agreement. If Parent,
Purchaser or the Company (or any of their respective Affiliates) receives a request for additional
information or documentary material from any such Governmental Entity that is related to the
transactions contemplated by this Agreement, then such party will endeavor in good faith to make,
or cause to be made, as soon as reasonably practicable and after consultation with the other party,
an appropriate response in compliance with such request. The parties agree not to participate, or
to permit their Affiliates to participate, in any substantive meeting or discussion with any
Governmental Entity in connection with the transactions contemplated by this Agreement unless it so
consults with the other party in advance and, to the extent not prohibited by such Governmental
Entity, gives the other party the opportunity to attend and participate. Each party will advise
the other party promptly of any understandings, undertakings or agreements (oral or written) which
the first party proposes to make or enter into with the FTC, the Antitrust Division or any other
Governmental Entity in connection with the



50









 




transactions contemplated by this Agreement. In furtherance and not in limitation of the
foregoing, each party will use all reasonable efforts to resolve any objections that may be
asserted with respect to the transactions contemplated by this Agreement under any antitrust,
competition or trade regulatory Laws, including (subject to first having used all reasonable
efforts to negotiate a resolution to any such objections) contesting and resisting any action or
proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or
other order, whether temporary, preliminary or permanent, that is in effect and that prohibits,
prevents or restricts consummation of the Merger or the other transactions contemplated by this
Agreement and to have such statute, rule, regulation, executive order, decree, injunction or
administrative order repealed, rescinded or made inapplicable so as to permit consummation of the
transactions contemplated by this Agreement.




          (d) In furtherance and not in limitation of the covenants of the parties contained
in this Section 6.9, if any objections are asserted with respect to the transactions contemplated
hereby under any antitrust Law or if any suit is instituted (or threatened to be instituted) by the
FTC, Antitrust Division or any other applicable Governmental Entity challenging any of the
transactions contemplated hereby as violative of any antitrust Law or which would otherwise
prohibit or materially impair or materially delay the consummation of the transactions contemplated
hereby, each of Parent, Purchaser and the Company shall use its reasonable efforts to resolve any
such objections or suits so as to permit consummation of the transactions contemplated by this
Agreement.



          (e) Notwithstanding any other provision of this Agreement to the contrary, in no
event shall Parent or any of its Affiliates be required to (i) agree or proffer to divest or hold
separate (in a trust or otherwise), or take any other action with respect to, any of the assets or
businesses of Parent or any of its Affiliates or, assuming the consummation of the Merger, the
Surviving Corporation or any of its Affiliates, (ii) agree or proffer to limit in any manner
whatsoever or not to exercise any rights of ownership of any securities (including the Shares) or
(iii) enter into any agreement that in any way limits the ownership or operation of any business of
Parent, the Company, the Surviving Corporation or any of their respective Affiliates.



          Section 6.10 Public Announcements. Parent, Purchaser and the Company will
reasonably consult with each other before issuing any press release or otherwise making any public
statements about this Agreement or any of the transactions contemplated by this Agreement. Neither
Parent, Purchaser nor the Company will issue any such press release or make any such public
statement without the prior written consent of the other parties hereto, except to the extent that
the disclosing party determines in good faith it is required to do so by applicable Laws or the
rules or regulations of NASDAQ, in which case that party will use all reasonable efforts to consult
with the other party and to implement their comments before issuing any such release or making any
such public statement.



          Section 6.11 FIRPTA Certificate. The Company shall deliver to Purchaser a
certificate dated as of the Closing Date, sworn under penalty of perjury, stating that the Company
is not a “United States real property holding corporation” (a “USRPHC”), as such term is
defined by Section 897(c)(2) of the Code and the Treasury Regulations, and has not been a USRPHC on
any determination date during the five-year period ending on the Closing Date, and that none of



51









 




the shares of capital stock of the Company constitute, as of the Closing Date, a “United States
real property interest” under Code Section 897(c) (the “FIRPTA Certificate”).




          Section 6.12 Fees and Expenses. Whether or not the Merger is consummated,
and subject to the provisions of Section 8.6, all expenses (including those payable to
Representatives) incurred by any party to this Agreement or on its behalf in connection with this
Agreement and the transactions contemplated by this Agreement (“Expenses”) will be paid by
the party incurring those Expenses.



          Section 6.13 Rule 16b-3. Prior to the Effective Time, the Company may take
such steps as may be reasonably requested by any party hereto to cause dispositions of Company
equity securities (including derivative securities) pursuant to the transactions contemplated by
this Agreement by each individual who is a director or officer of the Company to be exempt under
Rule 16b-3 promulgated under the Exchange Act in accordance with that certain No-Action Letter
dated January 12, 1999 issued by the SEC regarding such matters.



          Section 6.14 Updated Financials. The Company shall deliver to Parent
monthly financial statements (consisting of an income statement, balance sheet, and trial balance
prepared using the same format and methodology as the financial statements attached hereto as
Section 6.14 of the Company Disclosure Letter) of the Company and its Subsidiaries within 20 days
of the end of each calendar month.



          Section 6.15 Financing.



          (a) Parent shall use its commercially reasonable efforts to take, or cause to be
taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to
consummate and obtain the financing on the terms and conditions described in the Financing
Agreements (the “Financing”), including, without limitation, (i) making a Class B Capital
Call (as defined in the Financing Agreements) within five (5) Business Days of the execution of
this Agreement in an amount that is sufficient (when aggregated with Parent’s cash as of the date
of this Agreement) to consummate the Merger and the other transactions contemplated by this
Agreement and (ii) using commercially reasonable efforts to (A) maintain in effect the Financing
Agreements, (B) satisfy on a timely basis all conditions applicable to the Financing in the
Financing Agreements that are within the control of Parent or the Purchaser and comply with its
obligations thereunder, and (C) consummate the Financing at or prior to the Closing. If any
portion of the Financing becomes unavailable or Parent becomes aware of any event or circumstance
that makes any portion of the Financing unavailable, in each case, on the terms and conditions
contemplated by the Financing Agreements and such portion is reasonably required to fund the
Payment Fund and consummate the Merger and the other transactions contemplated by this Agreement,
Parent shall use its commercially reasonable efforts to arrange and obtain alternative financing
upon terms and conditions not less favorable to Parent or the Surviving Corporation than those in
the Financing Agreements (as determined in the reasonable judgment of Parent) from the same and/or
alternative financial sources in an amount sufficient to fund the Payment Fund and to consummate
the Merger and the other transactions contemplated by this Agreement (“Alternative
Financing”), as promptly as practicable following the occurrence of such event.



52









 





          (b) The Company shall provide, and shall cause its Subsidiaries, and shall use its
commercially reasonable efforts to cause each of its and their respective Representatives to
provide all cooperation reasonably requested by Parent in connection with the Financing or any
Alternative Financing (collectively the “Financing Arrangements”); provided,
however, (i) such requested cooperation does not unreasonably interfere with the ongoing
operations of the Company and its Subsidiaries; (ii) in no event shall the Company be required to
take any actions that would encumber any of its assets prior to the consummation of the Merger or
that would result in a breach of any of its Contracts; and (iii) neither the Company nor any of its
Subsidiaries shall (x) be required to pay any commitment or other similar fee, (y) have any
liability or any obligation under any Contract related to the Financing Arrangements or (z) be
required to incur any other liability in connection with the Financing Arrangements except, in each
case, for any commitment, fee, liability or obligation expressly conditioned on the occurrence of
the Closing.



          (c) Parent (i) shall promptly, upon request by the Company, reimburse the Company
for all reasonable and documented out-of-pocket costs (including reasonable attorneys’ fees) to the
extent incurred by the Company, any of its Subsidiaries or their respective Representatives in
connection with the cooperation of the Company and its Subsidiaries contemplated by this Section
6.15 and (ii) shall indemnify and hold harmless the Company, its Subsidiaries and their respective
Representatives from and against any and all Liabilities suffered or incurred by any of them in
connection with any of the Financing Arrangements and any information used in connection therewith,
other than with respect to any information provided by the Company or any of its Subsidiaries,
except in the event that such Liabilities arose out of or result from the willful misconduct or
gross negligence of the Company, its Subsidiaries or their respective Representatives.



          (d) In the event that the Financing Agreements are amended, replaced, supplemented
or otherwise modified, including as a result of seeking Alternative Financing in accordance with
Section 6.15(a), each of Parent and the Company shall comply with its covenants in Sections
6.15(a), (b), and (c) with respect to the Financing Agreements, as so amended, replaced,
supplemented or otherwise modified and with respect to such Alternative Financing to the same
extent that Parent and the Company would have been obligated to comply with respect to the
Financing. Notwithstanding anything in this Section 6.15 to the contrary and for the avoidance of
doubt, in no event shall the consummation of the Merger or the other transactions contemplated by
this Agreement be conditioned upon or subject to the availability, success or consummation of the
Financing, any Alternative Financing or any other financing arrangements of Parent or the
Purchaser.



          (e) Parent agrees that between the date of this Agreement and the earlier of the
consummation of the Merger or the termination of this Agreement in accordance with Article VIII,
(i) Parent shall promptly inform the Company in the event that it becomes aware of a material
breach of the Financing Agreements that could reasonably be expected to adversely affect Parent’s
ability to consummate the Merger or the other transactions contemplated by this Agreement, (ii)
Parent shall maintain at least $25,000,000 in cash on Parent’s balance sheet, (iii) Parent will not
vote or consent in writing to or otherwise propose, solicit, encourage, suggest, support or
advocate any amendment, modification, waiver, supplement or termination of the Financing Agreements
which is intended to, or has or would reasonably be expected to have the



53









 




effect of, affecting (A) the rights or obligations of a Defaulting Investor Member (as defined in
the Financing Agreements), (B) the procedure or requirements by which a Class B Capital Call (as
defined in the Financing Agreements) is made, approved or vetoed or (C) the Class B Capital
Commitment (as defined in the Financing Agreements) of any Member (as defined in the Financing
Agreements) other than increases in the Class B Capital Commitment of any Member and (iv) there
shall not be one or more Subsequent Closings (as defined in the Financing Agreements) that would
result in the funding of Class B Capital Commitments (as defined in the Financing Agreements) of
more than $20,000,000 in the aggregate.




          Section 6.16 NASDAQ De-Listing. Prior to the Closing Date, the Company
shall cooperate with Parent and use commercially reasonable efforts to take, or cause to be taken,
all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on
its part under applicable Laws and rules and policies of NASDAQ to enable the delisting by the
Surviving Corporation of the Shares from NASDAQ and the deregistration of the Shares under the
Exchange Act as promptly as practicable after the Effective Time.



          Section 6.17 Director Resignations. The Company shall cause to be delivered
to Parent resignations of all the directors of the Company and its Subsidiaries to be effective
upon the consummation of the Merger.



          Section 6.18 Regulatory Licenses. Between the date of this Agreement and
the earlier of the consummation of the Merger or the termination of this Agreement in accordance
with Article VIII, the Company shall use its reasonable efforts to maintain in full force and
effect each of the FCC License, CAPUC License, NYPSC License and NJBPU License.



          Section 6.19 Acknowledgment. Each of the Company, Parent and Purchaser
shall, subject to the provisions, restrictions and limitations set forth in Section 6.9 hereof, use
their respective reasonable efforts to promptly hereafter complete the actions set forth in Section
6.19(a) and 6.19(b) of the Company Disclosure Letter; provided, however, in no
event shall the failure to complete such actions in Section 6.19(b) of the Company Disclosure
Letter be deemed to be a breach of this covenant by any party hereto.



ARTICLE VII

CONDITIONS




          Section 7.1 Conditions to the Obligations of Each Party. The obligations of
the Company, Parent and Purchaser to consummate the Merger are subject to the satisfaction or
waiver in writing at or prior to the Effective Time of the following conditions:



          (a) Company Stockholder Approval. The Company Stockholder Approval shall
have been obtained by the Company.



          (b) HSR Approval. Any waiting period (and any extension thereof) applicable
to the consummation of the Merger under the HSR Act shall have expired or been earlier terminated,
and any approvals required thereunder shall have been obtained.



          (c) No Injunctions or Restraints. No Governmental Entity will have enacted,
issued, promulgated, enforced or entered any Laws or Orders (whether temporary, preliminary or



54









 




permanent) that enjoin or otherwise prohibit consummation of the Merger or the other transactions
contemplated by this Agreement.




          (d) Regulatory Consents. With respect to each of the FCC License, CAPUC
License, NYPSC License and NJBPU License, any waiting periods thereunder (and any extensions
thereof) applicable to the consummation of the Merger shall have expired or been earlier
terminated, and any approvals required thereunder shall have been obtained.



          Section 7.2 Conditions to the Obligations of Parent and Purchaser. The
obligations of Parent and Purchaser to consummate the Merger are subject to the satisfaction or
waiver by Parent in writing at or prior to the Effective Time of the following additional
conditions:



          (a) Company Representations and Warranties. The representations and
warranties of the Company set forth in Article IV of this Agreement shall be true and correct both
when made and at and as of the Effective Time, as if made at and as of such time (except to the
extent expressly made as of an earlier date, in which case as of such date), except where the
failure of such representations and warranties to be so true and correct (without giving effect to
any limitation as to “materiality” or “Company Material Adverse Effect” set forth therein) does not
have, and would not reasonably be expected to have, individually or in the aggregate, a Company
Material Adverse Effect; provided, however, that each of the representations and
warranties set forth in Sections 4.2, 4.4, 4.12(g) and 4.29 shall be true and correct in all
material respects both when made and at and as of the Effective Time, as if made at and as of such
time (except to the extent expressly made as of an earlier date, in which case as of such date).



          (b) Company Covenants. The Company shall have performed in all material
respects all obligations, or complied in all material respects with the agreements and covenants,
required to be performed by or complied with by it pursuant to this Agreement.



          (c) Indebtedness. The aggregate amount of the Company’s and its
Subsidiaries’ Indebtedness as of the Closing Date (excluding any fees or interest payments in
respect of such Indebtedness) shall not exceed $13,500,000.



          (d) Compliance Certificate. Parent shall have received a certificate signed
on behalf of the Company by a senior executive officer of the Company to the effect that the
conditions set forth in Sections 7.2(a), 7.2(b), and 7.2(c) have been, or as of immediately prior
to the Closing will be, satisfied.



          (e) Absence of Company Material Adverse Effect. Since the date of this
Agreement, there shall not have occurred a Company Material Adverse Effect.



          (f) Dissenters’ Rights. The time period for the exercise by any stockholder
of the Company of any appraisal rights or dissenters’ rights applicable as a result of the Merger,
including any such rights under Section 262 of the DGCL, shall have expired and the holders of
Shares representing less than fifteen percent (15%) of the Shares shall have demanded and perfected
their right to an appraisal of the Shares in accordance with Section 262(d) of the DGCL and not
withdrawn such demand.



55









 





          Section 7.3 Conditions to the Obligations of the Company. The obligation of
the Company to consummate the Merger is subject to the satisfaction or waiver by the Company in
writing at or prior to the Effective Time of the following additional conditions:



          (a) Parent Representations and Warranties. The representations and
warranties of Parent and Purchaser set forth in Article V of this Agreement shall be true and
correct both when made and at and as of the Effective Time, as if made at and as of such time
(except to the extent expressly made as of an earlier date, in which case as of such date), except
where the failure of such representations and warranties to be so true and correct (without giving
effect to any limitation as to “materiality” or “Acquiror Material Adverse Effect” set forth
therein) does not have, and would not reasonably be expected to have, individually or in the
aggregate, a Acquiror Material Adverse Effect.



          (b) Parent Covenants. Each of Parent and Purchaser shall have performed in
all material respects all obligations, or complied in all material respects with the agreements and
covenants, required to be performed by or complied with by it pursuant to this Agreement.



          (c) Compliance Certificate. The Company shall have received a certificate
signed on behalf of the Parent and Purchaser by a senior executive officer of each of Parent and
Purchaser to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been, or
as of immediately prior to the Closing will be, satisfied.



          Section 7.4 Frustration of Conditions. None of the Company, Parent or
Purchaser may rely on the failure of any condition set forth in Section 7.1, Section 7.2 or Section
7.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to act
in good faith or to use its reasonable best efforts to consummate the Merger and the other
transactions contemplated by this Agreement.



ARTICLE VIII

TERMINATION, AMENDMENT AND WAIVER




          Section 8.1 Termination by Mutual Consent. This Agreement may be terminated
and the Merger may be abandoned at any time prior to the Closing by mutual written consent of
Purchaser and the Company.



          Section 8.2 Termination by Either Purchaser or the Company. This Agreement
may be terminated by either Purchaser or the Company at any time prior to the Closing:



          (a) if the Closing shall not have occurred on or before December 31, 2009 (the
“Initial Termination Date”); provided, however, that in the event the
condition to the Merger set forth in Section 7.1(b) or Section 7.1(d) shall not have been satisfied
or waived on or prior to the Initial Termination Date, and all of the other conditions to the
Merger shall have been satisfied or waived on or prior to the Initial Termination Date (other than
conditions which would be satisfied at Closing), the Initial Termination Date shall be
automatically extended until March 31, 2010 (the “Extended Termination Date”); and
provided further, that the right to terminate this Agreement pursuant to this
Section 8.2(a) shall not be available to any party hereto whose breach of any covenant or
obligation under this Agreement has resulted in the failure of



56









 




any of the conditions to the Merger to be satisfied on or before the Initial Termination Date or
the Extended Termination Date, as applicable; or




          (b) if the Company Stockholder Approval shall not have been obtained at the Company
Stockholder Meeting; or



          (c) if any Law or Order prohibits consummation of the Merger or if any Order
restrains, enjoins or otherwise prohibits consummation of the Merger, and such Order has become
final and nonappealable.



          Section 8.3 Termination by Purchaser. This Agreement may be terminated by
Purchaser at any time prior to the Closing:



          (a) if (i) an Adverse Recommendation Change shall have occurred, (ii) the Company
Board approves, endorses or recommends any Takeover Proposal other than the Merger, (iii) the
Company Board approves, endorses, recommends, or causes the Company or any of its Subsidiaries to
enter into, a binding written merger agreement, acquisition agreement, purchase agreement, option
agreement or other similar sale agreement to consummate a Takeover Proposal; or (iv) the Company or
the Company Board resolves or announces its intention to do any of the foregoing (but, in the case
of each of (i), (ii), (iii) or (iv), specifically excluding any Acceptable Confidentiality
Agreements); or



          (b) in the event (A) of a breach of any covenant or agreement on the part of the
Company set forth in this Agreement or (B) that any representation or warranty of the Company set
forth in this Agreement shall have been inaccurate when made or shall have become inaccurate as of
the date of termination (as if made on such date), but in either case only to the extent that such
breach or inaccuracy would reasonably be expected to result in the condition set forth in Section
7.2(a) or Section 7.2(b) not being satisfied as of the date of termination; provided,
however, that notwithstanding the foregoing, in the event that such breach of covenant by
the Company is, or such inaccuracies in the representations and warranties of the Company are,
curable by the Company, then Purchaser shall not be permitted to terminate this Agreement pursuant
to this Section 8.3(b) until the expiration of a twenty (20) Business Day period after delivery of
written notice from Purchaser to the Company of such breach or inaccuracy, as applicable (it being
understood that Purchaser may not terminate this Agreement pursuant to this Section 8.3(b) if such
breach or inaccuracy by the Company is cured within such twenty (20) Business Day period);
provided, further, however, that Purchaser may not terminate this Agreement
pursuant to this Section 8.3(b) if Parent or Purchaser is in material breach of any provision of
this Agreement.



          Section 8.4 Termination by the Company. This Agreement may be terminated by
the Company:



          (a) at any time prior to the Closing, in the event (A) of a breach of any covenant
or agreement on the part of Parent or Purchaser set forth in this Agreement or (B) that any of the
representations and warranties of Parent and Purchaser set forth in this Agreement shall have been
inaccurate when made or shall have become inaccurate as of the date of termination (as if made on
such date), but in either case only to the extent that such breach or



57









 




inaccuracy would reasonably be expected to result in the conditions set forth in Section 7.3(a) or
Section 7.3(b) not being satisfied as of the date of termination; provided however,
that notwithstanding the foregoing, in the event that such breach of covenant by Parent or
Purchaser is, or such inaccuracies in the representations and warranties of Parent or Purchaser
are, curable by Parent or Purchaser, then the Company shall not be permitted to terminate this
Agreement pursuant to this Section 8.4(a) until the expiration of a twenty (20) Business Day period
after delivery of written notice from the Company to Parent of such breach or inaccuracy, as
applicable (it being understood that the Company may not terminate this Agreement pursuant to this
Section 8.4(a) if such breach or inaccuracy by Parent or Purchaser is cured within such twenty (20)
Business Day period); provided, further, however, that the Company may not
terminate this Agreement pursuant to this Section 8.4(a) if the Company is in material breach of
any provision of this Agreement;




          (b) at any time pursuant to and in accordance with Section 6.4(e); provided,
however, that the Company shall not terminate this Agreement pursuant to this Section
8.4(b), and any purported termination pursuant to this Section 8.4(b) shall be void and of no force
or effect, unless in advance of or concurrently with such termination the Company pays the
Termination Fee and Parent Expenses in the manner provided for in Section 8.6(a)(ii); or



          (c) at any time in the event that (i) all of the conditions set forth in Section 7.1
and Section 7.2 have been satisfied or waived in writing (other than such conditions which would be
satisfied at the Closing) and Purchaser has breached its obligation to consummate the Closing in
accordance with Section 2.2 and fund the Payment Fund in accordance with Section 3.2(a) or (ii)
Parent or Purchaser is in breach of any of their respective representations, warranties or
covenants and such breaches, individually or in the aggregate, have had or would reasonably be
expected to have an Acquiror Material Adverse Effect and are not cured within twenty (20) Business
Days of Parent’s or Purchaser’s receipt of notice from the Company of such breaches.



          Section 8.5 Effect of Termination. If this Agreement is terminated pursuant
to this Article VIII, it will become void and of no further force and effect, with no liability on
the part of any party to this Agreement (or any stockholder, director, officer, employee, agent or
Representative of such party); provided, however, each of this Section 8.5, Section
8.6 (including with respect to any Termination Fee, Parent Expenses and Parent Termination Fee that
may be payable pursuant thereto) and Article IX (except Section 9.13), will survive any termination
of this Agreement.



          Section 8.6 Fees and Expenses Following Termination. (a) The Company will
pay, or cause to be paid, to Purchaser or to accounts designated by Purchaser in writing by wire
transfer of immediately available funds an amount equal to $2,721,041 (the “Termination
Fee”), plus the full amount of the Parent Expenses:



               (i) if this Agreement is terminated by Purchaser pursuant to Section 8.3(a), in
which event payment of the Termination Fee and Parent Expenses will be made within two (2) Business
Days after such termination;



58









 





               (ii) if this Agreement is terminated by the Company pursuant to Section 8.4(b) in
which event payment of the Termination Fee and Parent Expenses must be made in advance of or
concurrently with such termination; or



               (iii) if (A) this Agreement is terminated by either party pursuant to Section 8.2(b)
or by Purchaser pursuant to Section 8.3(b), (B) a Takeover Proposal (whether or not conditional)
shall have been made directly to the Company’s stockholders, otherwise publicly disclosed or
otherwise communicated to senior management of the Company or the board of directors of the
Company, and not withdrawn, prior to the Company Stockholder Meeting, and (C) within 180 days after
the date of such termination, the Company enters into, or submits to its stockholders for adoption,
a written agreement in respect of any Takeover Proposal or a transaction in respect of a Takeover
Proposal (including, without limitation, a tender offer) is consummated (which, in each case, need
not be the same Takeover Proposal that shall have been made, publicly disclosed or communicated
prior to the Company Stockholder Meeting), the payment of the Termination Fee and Parent Expenses
will be made within five (5) Business Days after the consummation of such definitive agreement (or
transaction).



               “Parent Expenses” means all reasonable out-of-pocket expenses of Parent and Purchaser
(including all fees and expenses of financing sources, counsel, accountants, investment bankers,
experts and consultants to Parent and Purchaser and their Affiliates) incurred by Parent or
Purchaser or on their behalf in connection with or related to the authorization, preparation,
investigation, negotiation, execution and performance of this Agreement and the transactions
contemplated hereby, not to exceed $1,000,000 in the aggregate.



          (b) Parent will pay, or cause to be paid, to Company or to accounts designated by
Company in writing by wire transfer of immediately available funds an amount equal to $25,000,000
(the “Parent Termination Fee”) if this Agreement is terminated by the Company pursuant to
Section 8.4(c), in which event payment of the Parent Termination Fee will be made within two (2)
Business Days after such termination.



          (c) The parties acknowledge that the agreements contained in Section 8.6(a) and
8.6(b) are an integral part of the transactions contemplated by this Agreement, that without these
agreements neither party would have entered into this Agreement, and that any amounts payable
pursuant to Section 8.6(a) or 8.6(b) do not constitute a penalty. If either party fails to pay any
amounts due to such other party pursuant to Section 8.6 within the time periods specified in
Section 8.6, such party shall pay the costs and expenses (including reasonable legal fees and
expenses) incurred by the other party in connection with any action, including the filing of any
lawsuit, taken to collect payment of such amounts, together with interest on such unpaid amounts at
the prime lending rate prevailing during such period as published in The Wall Street Journal,
calculated on a daily basis from the date such amounts were required to be paid until the date of
actual payment.



          (d) For the avoidance of doubt, the Company shall not be required to pay the
Termination Fee or Parent Expenses more than once, and Parent and Purchaser shall not be required
to pay the Parent Termination Fee more than once. In the event either (i) the Termination Fee and
Parent Expenses (plus any amounts contemplated by Section 8.6(c)) are required to be paid by the
Company as a result of a termination of this Agreement, or (ii) the



59









 




Parent Termination Fee (plus any amounts contemplated by Section 8.6(c)) are required to be paid by
Parent or Purchaser as a result of a termination of this Agreement, then Purchaser’s right to
receive the Termination Fee and Parent Expenses (plus any amounts contemplated by Section 8.6(c)),
or the Company’s right to receive the Parent Termination Fee (plus any amounts contemplated by
Section 8.6(c)), as the case may be, shall be deemed liquidated damages and such right to receipt
shall be (A) Parent’s and Purchaser’s (in the case of payment contemplated by subsection (d)(i)
above) sole and exclusive remedy in respect of such termination (and any breaches of this Agreement
by the Company in connection therewith), and (B) the Company’s (in the case of payment as
contemplated by subsection (d)(ii) above) sole and exclusive remedy in respect of such termination
(and any breaches of this Agreement by the Parent or Purchaser in connection therewith);
provided, however, that nothing in this Section 8.6(d) shall be deemed to limit
Parent’s or Purchaser’s right to seek specific performance with respect to breaches of this
Agreement by the Company pursuant to Section 9.13; provided, further, that
notwithstanding the foregoing proviso or anything in Section 9.13 to the contrary, in the event
that this Agreement has been terminated in accordance with Article VIII and as a result of such
termination, the Company is obligated to pay the Termination Fee and the Parent Expenses (and, if
applicable, any amounts contemplated by Section 8.6(c)), then Parent and Purchaser shall not have
any right pursuant to Section 9.13 to seek or enforce consummation of the Merger and Parent’s and
Purchaser’s remedies shall be limited solely to the right to receive the Termination Fee and the
Parent Expenses (and, if applicable, any amounts contemplated by Section 8.6(c)) in accordance with
this Section 8.6.




          (e) Notwithstanding anything to the contrary in this Agreement, other than specific
performance which may be granted pursuant to Section 9.13, (i) the maximum aggregate liability of
the Company and its Subsidiaries, together with their respective Affiliates, Representatives, and
equityholders (and any Representatives or Affiliates of the foregoing) hereunder shall be limited
to payment of the Termination Fee and Parent Expenses (plus any amounts paid or payable in
accordance with Section 8.6(c)), pursuant to the terms of this Section 8.6; and (ii) the maximum
aggregate liability of Parent and Purchaser, together with their respective Affiliates,
Representatives, and equityholders (and any Representatives or Affiliates of the foregoing)
hereunder shall be limited to payment of the Parent Termination Fee (plus any amounts paid or
payable in accordance with Section 8.6(c)), pursuant to the terms of this Section 8.6 and (iii) in
no event shall the Company or any of its Affiliates, or Parent or Purchaser or any of their
Affiliates, seek any money damages or any other recovery, judgment or damages of any kind,
including consequential, indirect or punitive damages, other than as provided in, and subject to
the limitations of, this Section 8.6.



          Section 8.7 Amendment. This Agreement may be amended by the parties hereto
by action taken by their respective boards of directors (or similar governing bodies or entities)
at any time prior to the Effective Time; provided, however, that, the Company
Stockholder Approval is obtained, no amendment may be made without further stockholder approval
which, by Law or in accordance with the rules of NASDAQ, requires further approval by such
stockholders. This Agreement may not be amended except by an instrument in writing signed by the
parties hereto.



          Section 8.8 Extension; Waiver. At any time prior to the Effective Time,
Parent and Purchaser, on the one hand, and the Company, on the other hand, may, unless prohibited
by



60









 




applicable Laws, (a) extend the time for the performance of any of the obligations of the other
party, (b) waive any inaccuracies in the representations and warranties of the other party
contained in this Agreement or in any document delivered under this Agreement, or (c) waive
compliance with any of the covenants or conditions contained in this Agreement. Any agreement on
the part of a party to any extension or waiver will be valid only if set forth in an instrument in
writing signed by such party. The failure of any party to assert any of its rights under this
Agreement or otherwise will not constitute a waiver of such rights.




ARTICLE IX

MISCELLANEOUS




          Section 9.1 Interpretation. The headings in this Agreement are for
reference only and do not affect the meaning or interpretation of this Agreement. Definitions will
apply equally to both the singular and plural forms of the terms defined. Whenever the context may
require, any pronoun will include the corresponding masculine, feminine and neuter forms. All
references in this Agreement, the Company Disclosure Letter and the Acquiror Disclosure Letter to
Articles, Sections and Annexes refer to Articles and Sections of, and Annexes to, this Agreement
unless the context requires otherwise. The words “include,” “includes” and “including” are not
limiting and will be deemed to be followed by the phrase “without limitation.” The phrases
“herein,” “hereof,” “hereunder” and words of similar import will be deemed to refer to this
Agreement as a whole, including the Annexes, the Company Disclosure Letter, the Acquiror Disclosure
Letter and the Schedules hereto, and not to any particular provision of this Agreement. Unless the
context requires otherwise (including with respect to subsection (i)(D) of the definition of
“Company Material Adverse Effect”), any agreements, documents, instruments or Laws defined or
referred to in this Agreement will be deemed to mean or refer to such agreements, documents,
instruments or Laws as from time to time amended, modified or supplemented, including (a) in the
case of agreements, documents or instruments, by waiver or consent and (b) in the case of Laws, by
succession of comparable successor statutes. All references in this Agreement to any particular
Law will be deemed to refer also to any rules and regulations promulgated under that Law.
References to a Person also refer to its predecessors and successors and permitted assigns.



          Section 9.2 Survival. None of the representations and warranties contained
in this Agreement or in any instrument delivered under this Agreement will survive the Effective
Time. This Section 9.2 does not limit any covenant of the parties to this Agreement which, by its
terms, contemplates performance after the Effective Time. Without limiting the preceding sentence,
the covenants and agreements of the parties contained in Section 6.12 (Fees and Expenses), Sections
8.5 (Effect of Termination) (and the Sections referred to therein) and 8.6 (Fees and Expenses
Following Termination) and Article IX of this Agreement shall survive termination of this
Agreement. The Confidentiality Agreement will (a) survive termination of this Agreement in
accordance with its terms and (b) terminate as of the Effective Time.



          Section 9.3 Governing Law. This Agreement will be governed by, and
construed in accordance with, the Laws of the State of Delaware, without giving effect to any
applicable principles of conflict of laws that would cause the Laws of another State to otherwise
govern this Agreement.



61









 





          Section 9.4 Submission to Jurisdiction. The parties hereto irrevocably
elect as the sole judicial forum for the adjudication of any matters arising under or in connection
with this Agreement, and consent to the sole jurisdiction of, the Chancery Court of the State of
Delaware.



          Section 9.5 Waiver of Jury Trial. Each party acknowledges and agrees that
any controversy which may arise under this Agreement is likely to involve complicated and difficult
issues and, therefore, each such party irrevocably and unconditionally waives any right it may have
to a trial by jury in respect of any Legal Action arising out of or relating to this Agreement or
the transactions contemplated by this Agreement. Each party to this Agreement certifies and
acknowledges that (a) no Representative of any other party has represented, expressly or otherwise,
that such other party would not seek to enforce the foregoing waiver in the event of a Legal
Action, (b) such party has considered the implications of this waiver, (c) such party makes this
waiver voluntarily, and (d) such party has been induced to enter into this Agreement by, among
other things, the mutual waivers and certifications in this Section 9.5.



          Section 9.6 Notices. Any notice, request, instruction or other
communication under this Agreement will be in writing and delivered by hand or overnight courier
service or by facsimile:



	 	 	 

	If to the Company, to:
	 
	 	 
	FiberNet Telecom Group, Inc.
	220 West 42nd Street
	13th Floor
	New York, NY 10036
	Facsimile:

	 	(212) 405-6262
	Attention:

	 	Jon DeLuca
	 
	 	 
	with a copy (which will not constitute notice to the Company) to:
	 
	 	 
	Willkie Farr & Gallagher LLP
	787 Seventh Avenue
	New York, New York 10019
	Facsimile:

	 	(212) 728-8111
	Attention:

	 	Steven A. Seidman, Esq.
	 

	 	Rosalind Fahey Kruse, Esq.
	 
	 	 
	If to Parent or Purchaser, to:
	 
	 	 
	Zayo Group, Ltd.
	901 Front Street, Suite 200
	Louisville, Colorado 80027
	Facsimile:

	 	(303) 226-5923
	Attention:

	 	Scott E. Beer, Esq.






62









 






	 	 	 

	with a copy (which will not constitute notice to Parent or Purchaser) to:
	 
	 	 
	Gibson, Dunn & Crutcher LLP
	200 Park Avenue
	New York, New York 10166
	Facsimile:

	 	(212) 351-4035
	Attention:

	 	J. Alan Bannister, Esq.





or to such other Persons, addresses or facsimile numbers as may be designated in writing by the
Person entitled to receive such communication as provided above. Each such communication will be
effective (a) if delivered by hand or overnight courier, when such delivery is made at the address
specified in this Section 9.6, or (b) if delivered by facsimile, when such facsimile is transmitted
to the facsimile number specified in this Section 9.6 and appropriate confirmation is received.




          Section 9.7 Entire Agreement. This Agreement, the Company Disclosure
Letter, the Acquiror Disclosure Letter and the Confidentiality Agreement constitute the entire
agreement and supersede all other prior agreements, understandings, representations and warranties,
both written and oral, among the parties to this Agreement with respect to the subject matter of
this Agreement. No representation, warranty, inducement, promise, understanding or condition not
set forth in this Agreement has been made or relied upon by any of the parties to this Agreement.



          Section 9.8 Parent and Purchaser Obligations. Each of Parent and Purchaser
are jointly and severally liable for the obligations of the other pursuant to this Agreement and
each of Parent and Purchaser unconditionally and irrevocably guarantee the performance of any and
all such obligations of the other. Parent shall cause Purchaser to take all actions required of it
pursuant to the terms of this Agreement. Parent, as the sole stockholder of Purchaser, will
consent in writing to the adoption of this Agreement and the approval of the Merger in accordance
with applicable Law. Parent agrees to take all actions necessary to cause Purchaser or the
Surviving Corporation, as applicable, to perform all of its respective agreements, covenants and
obligations under this Agreement. Parent guarantees the full and complete performance by Purchaser
or Surviving Corporation, as applicable, of its respective obligations under this Agreement and
shall be liable for any breach of any agreement, covenant or obligation of Purchaser or the
Surviving Corporation, as applicable, under this Agreement. Purchaser shall at all times prior to
the Effective Time be a direct or indirect wholly owned subsidiary of Parent.



          Section 9.9 No Third Party Beneficiaries. Except (a) as provided in Section
6.8 (Directors’ and Officers’ Indemnification and Insurance), (b) following the Effective Time, the
provisions of Article III (which are intended to be for the benefit of the persons covered thereby
or the persons entitled to payment thereunder and may be enforced by such persons) and (c) the
right of the Company, on behalf of its stockholders, to pursue damages in the event of Parent’s or
Purchaser’s breach of this Agreement or fraud, which right is hereby acknowledged and agreed by
Parent and Purchaser, Parent, Purchaser and the Company hereby agree that their respective
representations, warranties and covenants set forth herein are solely for the benefit of the other
parties hereto, in accordance with and subject to the terms of this Agreement, and this Agreement
is not intended to, and does not, confer upon any Person other than the parties hereto any rights
or remedies hereunder, including, the right to rely upon the representations and warranties set
forth herein. Any inaccuracies in such representations and warranties are subject



63









 




to waiver by the parties hereto in accordance with Section 8.8 without notice or liability to any
other Person. In some instances, the representations and warranties in this Agreement may
represent an allocation among the parties hereto of risks associated with particular matters
regardless of the Knowledge of any of the parties hereto. Consequently, Persons other than the
parties hereto may not rely upon the representations and warranties in this Agreement as
characterizations of actual facts or circumstances as of the date of this Agreement or as of any
other date.




          Section 9.10 Severability. The provisions of this Agreement are severable
and the invalidity or unenforceability of any provision will not affect the validity or
enforceability of the other provisions of this Agreement. If any provision of this Agreement, or
the application of that provision to any Person or any circumstance, is invalid or unenforceable, a
suitable and equitable provision will be substituted for that provision in order to carry out, so
far as may be valid and enforceable, the intent and purpose of the invalid or unenforceable
provision and the remainder of this Agreement and the application of that provision to other
Persons or circumstances will not be affected by such invalidity or unenforceability, nor will such
invalidity or unenforceability affect the validity or enforceability of that provision, or the
application of that provision, in any other jurisdiction.



          Section 9.11 Rules of Construction. The parties to this Agreement have been
represented by counsel during the negotiation and execution of this Agreement and waive the
application of any Laws or rule of construction providing that ambiguities in any agreement or
other document will be construed against the party drafting such agreement or other document.



          Section 9.12 Assignment. This Agreement may not be assigned by operation of
Law or otherwise; provided, however, (a) either Purchaser or Parent may assign this
Agreement to any Affiliate of either Purchaser or Parent, and (b) Parent may collaterally assign
this Agreement to its lenders pursuant to Parent’s credit facility, provided that, notwithstanding
any such assignment contemplated by (a) or (b), Parent and Purchaser shall remain liable for their
duties and obligations set forth in this Agreement. Subject to the preceding sentence, this
Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties hereto
and their respective successors and permitted assigns. Any purported assignment not permitted
under this Section 9.12 will be null and void.



          Section 9.13 Specific Performance. The parties to this Agreement agree that
irreparable damage would occur in the event that any of the provisions of this Agreement were
breached by the Company and it is accordingly agreed that Parent and Purchaser will be entitled to
an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the
terms and provisions of this Agreement in the Chancery Court of the State of Delaware, this being
in addition to any other remedy to which they are entitled at law or in equity; provided,
however, notwithstanding the foregoing and in all instances, this Section 9.13 shall be
subject to the terms of and limitations set forth in Section 8.6(d) and Section 8.6(e). Except as
set forth in Section 8.6(d) and Section 8.6(e), the terms of this Section 9.13 shall not be deemed
to be superseded, amended or modified in any respect by the terms of any other provisions of this
Agreement.



64









 





          Section 9.14 Counterparts; Effectiveness. This Agreement may be executed in
any number of counterparts, including by facsimile transmission, all of which will be one and the
same agreement. This Agreement shall become effective only when actually signed by each party
hereto and each such party has received counterparts hereof signed by all of the other parties
hereto.



[Remainder of Page Intentionally Left Blank. Signature Page Follows.]






65









 








          IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized
officers of the parties hereto as of the date first written above.



	 	 	 	 	 
	 	FIBERNET TELECOM GROUP, INC.

 	 
	 	By:  	/s/ Jon DeLuca
 	 
	 	 	Name:  	Jon DeLuca 	 
	 	 	Title:  	President and CEO 	 
	 
	 	ZAYO GROUP, LLC

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

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




66











 





EXECUTION VERSION




COMPANY DISCLOSURE LETTER




TO




AGREEMENT AND PLAN OF MERGER




by and among




ZAYO GROUP, LLC,




ZAYO MERGER SUB, INC.




and




FIBERNET TELECOM GROUP, INC. 


Dated as of May 28, 2009







 









 








Introduction




     Reference is made to the Agreement and Plan of Merger (hereinafter referred to as this
“Agreement”) as entered into as of May 28, 2009, by and among Zayo Group, LLC (“Parent”), a Delaware
limited liability company, Zayo Merger Sub, Inc. (“Purchaser”), a Delaware corporation and direct
wholly-owned subsidiary of Parent, and FiberNet Telecom Group, Inc., a Delaware corporation (the
“Company”).



     To the extent that any representation or warranty contained in the Agreement is limited or
qualified by the materiality of the matters to which the representation or warranty is given, the
inclusion of any matter in this Company Disclosure Letter does not constitute a determination that
such matters are material. Nothing in this Company Disclosure Letter constitutes an admission of
any liability or obligation of the Company to any third party, nor an admission against the
Company’s interests.



     The representations and warranties of the Company set forth in Article IV of the Agreement
shall be modified by the exceptions, limitations, clarifications and other matters set forth in
this Company Disclosure Letter. Such representations and warranties, in each case so modified, are
a complete list of all representations and warranties made by the Company in connection with the
Agreement. Further, items disclosed in any section or subsection of this Company Disclosure Letter
are deemed to be disclosed in all other sections and subsections of this Company Disclosure Letter
and shall qualify the representation and warranty to which such disclosures specifically relate as
well as all other representations and warranties in the Agreement to the extent the context of such
disclosures makes it reasonably apparent, if read in the context of such other representations and
warranties, that such disclosures are applicable to such other representations and warranties.



 









 





Section 1.1 Definition of “Knowledge”





	1.	 	Jon A. DeLuca
	 
	2.	 	Charles Wiesenhart Jr.
	 
	3.	 	Michael S. Hubner





- 3 -









 





Section 3.6 Treatment of Warrants




Warrants: issued March 2006

Strike Price: $2.64

Expiration Date: 9/30/09




	 	 	 	 	 

	Deutsche Bank AG New York Branch
	 	 	137,907	 
	 
	 	 	 	 
	Hakim, Kamran
	 	 	75,000	 
	 
	 	 	 	 
	Nite Capital LP
	 	 	17,857	 
	 
	 	 	 	 
	Tuchman, Joseph
	 	 	15,000	 
	 
	 	 	 	 
	Ly, Dan
	 	 	5,000	 
	 
	 	 	 	 
	Total
	 	 	250,764	 






- 4 -









 





Section 4.1 Organization; Power; Qualification



None.




- 5 -









 







Section 4.2 Corporate Authorization; Enforceability



None.




- 6 -









 








Section 4.3 Capitalization; Options




Section 4.3(a)




     See attached.



- 7 -









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Grant	 	 	 	 	 	 
	Last Name	 	First Name	 	Grant Date	 	Expiration	 	Grant Type	 	Exercise Price	 	Outstanding
	 
	Deluca
	 	Jon	 	 	08/17/2006	 	 	 	08/17/2016	 	 	Incentive Stock Options	 	$	2.11	 	 	 	75,000	 
	Fender
	 	Paul	 	 	10/18/2004	 	 	 	10/18/2014	 	 	Incentive Stock Options	 	$	6.40	 	 	 	10	 
	Adeel
	 	Mohammad	 	 	09/27/2004	 	 	 	09/27/2014	 	 	Incentive Stock Options	 	$	7.60	 	 	 	10	 
	Acevedo
	 	Sylvia	 	 	05/26/2004	 	 	 	05/26/2014	 	 	Incentive Stock Options	 	$	9.30	 	 	 	20	 
	Salcido
	 	Norma	 	 	05/24/2004	 	 	 	05/24/2014	 	 	Incentive Stock Options	 	$	9.40	 	 	 	40	 
	Velazquez-Cook
	 	Eva	 	 	06/28/2004	 	 	 	06/28/2014	 	 	Incentive Stock Options	 	$	9.40	 	 	 	20	 
	Pfingst
	 	Kevin	 	 	07/12/2004	 	 	 	07/12/2014	 	 	Incentive Stock Options	 	$	9.60	 	 	 	20	 
	Seres
	 	Benjamin	 	 	05/17/2004	 	 	 	05/17/2014	 	 	Incentive Stock Options	 	$	10.70	 	 	 	20	 
	Bacchus
	 	Ryan	 	 	07/30/2003	 	 	 	07/30/2013	 	 	Incentive Stock Options	 	$	11.30	 	 	 	40	 
	Bradley
	 	Timothy	 	 	07/30/2003	 	 	 	07/30/2013	 	 	Non Qualified Stock Options	 	$	11.30	 	 	 	1,300	 
	Brown
	 	Thomas	 	 	07/30/2003	 	 	 	07/30/2013	 	 	Incentive Stock Options	 	$	11.30	 	 	 	800	 
	Deluca
	 	Jon	 	 	07/30/2003	 	 	 	07/30/2013	 	 	Incentive Stock Options	 	$	11.30	 	 	 	5,100	 
	Denton
	 	Sheila	 	 	07/30/2003	 	 	 	07/30/2013	 	 	Incentive Stock Options	 	$	11.30	 	 	 	50	 
	Di Roberto
	 	Michael	 	 	07/30/2003	 	 	 	07/30/2013	 	 	Incentive Stock Options	 	$	11.30	 	 	 	50	 
	Dilorenzo
	 	Keith	 	 	07/30/2003	 	 	 	07/30/2013	 	 	Incentive Stock Options	 	$	11.30	 	 	 	40	 
	Dowd
	 	John	 	 	07/30/2003	 	 	 	07/30/2013	 	 	Incentive Stock Options	 	$	11.30	 	 	 	500	 
	Ennis
	 	John	 	 	07/30/2003	 	 	 	07/30/2013	 	 	Incentive Stock Options	 	$	11.30	 	 	 	500	 






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Grant	 	 	 	 	 	 
	Last Name	 	First Name	 	Grant Date	 	Expiration	 	Grant Type	 	Exercise Price	 	Outstanding
	 
	Farmer III
	 	Roy	 	 	07/30/2003	 	 	 	07/30/2013	 	 	Non Qualified Stock Options	 	$	11.30	 	 	 	400	 
	Flores
	 	Paul	 	 	07/30/2003	 	 	 	07/30/2013	 	 	Incentive Stock Options	 	$	11.30	 	 	 	40	 
	Gill
	 	Andre	 	 	07/30/2003	 	 	 	07/30/2013	 	 	Incentive Stock Options	 	$	11.30	 	 	 	40	 
	Hamid
	 	Asim	 	 	07/30/2003	 	 	 	07/30/2013	 	 	Incentive Stock Options	 	$	11.30	 	 	 	60	 
	Hill
	 	Robert	 	 	07/30/2003	 	 	 	07/30/2013	 	 	Incentive Stock Options	 	$	11.30	 	 	 	40	 
	Hoffmann
	 	Ernest	 	 	07/30/2003	 	 	 	07/30/2013	 	 	Incentive Stock Options	 	$	11.30	 	 	 	600	 
	Hubner
	 	Michael	 	 	07/30/2003	 	 	 	07/30/2013	 	 	Incentive Stock Options	 	$	11.30	 	 	 	500	 
	Kaemmerling
	 	Robert	 	 	07/30/2003	 	 	 	07/30/2013	 	 	Incentive Stock Options	 	$	11.30	 	 	 	40	 
	Klecha
	 	Kevin	 	 	07/30/2003	 	 	 	07/30/2013	 	 	Incentive Stock Options	 	$	11.30	 	 	 	300	 
	La Blanc
	 	Robert	 	 	07/30/2003	 	 	 	07/30/2013	 	 	Non Qualified Stock Options	 	$	11.30	 	 	 	800	 
	Leicht
	 	William	 	 	07/30/2003	 	 	 	07/30/2013	 	 	Incentive Stock Options	 	$	11.30	 	 	 	500	 
	Levy
	 	Scott	 	 	07/30/2003	 	 	 	07/30/2013	 	 	Incentive Stock Options	 	$	11.30	 	 	 	50	 
	Liss
	 	Michael	 	 	07/30/2003	 	 	 	07/30/2013	 	 	Incentive Stock Options	 	$	11.30	 	 	 	12,080	 
	Liss
	 	Michael	 	 	07/30/2003	 	 	 	07/30/2013	 	 	Non Qualified Stock Options	 	$	11.30	 	 	 	6,019	 
	Mahoney
	 	Charles	 	 	07/30/2003	 	 	 	07/30/2013	 	 	Non Qualified Stock Options	 	$	11.30	 	 	 	1,300	 
	Maldonado
	 	David	 	 	07/30/2003	 	 	 	07/30/2013	 	 	Incentive Stock Options	 	$	11.30	 	 	 	300	 
	Mass
	 	Edgar	 	 	07/30/2003	 	 	 	07/30/2013	 	 	Incentive Stock Options	 	$	11.30	 	 	 	40	 






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Grant	 	 	 	 	 	 
	Last Name	 	First Name	 	Grant Date	 	Expiration	 	Grant Type	 	Exercise Price	 	Outstanding
	 
	Mcnair
	 	Keith	 	 	07/30/2003	 	 	 	07/30/2013	 	 	Incentive Stock Options	 	$	11.30	 	 	 	50	 
	Moran
	 	Richard	 	 	07/30/2003	 	 	 	07/30/2013	 	 	Incentive Stock Options	 	$	11.30	 	 	 	40	 
	Nettleton
	 	James	 	 	07/30/2003	 	 	 	07/30/2013	 	 	Incentive Stock Options	 	$	11.30	 	 	 	50	 
	Paulsen
	 	Donald	 	 	07/30/2003	 	 	 	07/30/2013	 	 	Incentive Stock Options	 	$	11.30	 	 	 	40	 
	Pratt
	 	Michael	 	 	07/30/2003	 	 	 	07/30/2013	 	 	Incentive Stock Options	 	$	11.30	 	 	 	100	 
	Rodriguez
	 	Judith	 	 	07/30/2003	 	 	 	07/30/2013	 	 	Incentive Stock Options	 	$	11.30	 	 	 	20	 
	Sayers
	 	Dick	 	 	07/30/2003	 	 	 	07/30/2013	 	 	Non Qualified Stock Options	 	$	11.30	 	 	 	1,300	 
	Schroeder
	 	Erin	 	 	07/30/2003	 	 	 	07/30/2013	 	 	Incentive Stock Options	 	$	11.30	 	 	 	40	 
	Soderquist
	 	Eric	 	 	07/30/2003	 	 	 	07/30/2013	 	 	Incentive Stock Options	 	$	11.30	 	 	 	20	 
	Taylor
	 	Monte	 	 	07/30/2003	 	 	 	07/30/2013	 	 	Incentive Stock Options	 	$	11.30	 	 	 	60	 
	Valhuerdi
	 	Arthur	 	 	07/30/2003	 	 	 	07/30/2013	 	 	Incentive Stock Options	 	$	11.30	 	 	 	500	 
	Wiesenhart Jr
	 	Charles	 	 	07/30/2003	 	 	 	07/30/2013	 	 	Incentive Stock Options	 	$	11.30	 	 	 	500	 
	Woods
	 	Samantha	 	 	07/30/2003	 	 	 	07/30/2013	 	 	Incentive Stock Options	 	$	11.30	 	 	 	40	 
	Brown
	 	Thomas	 	 	01/19/2004	 	 	 	01/19/2014	 	 	Incentive Stock Options	 	$	15.50	 	 	 	800	 
	Ksleski
	 	Bartek	 	 	01/19/2004	 	 	 	01/19/2014	 	 	Incentive Stock Options	 	$	15.50	 	 	 	12	 
	Rivera
	 	Raymond	 	 	01/19/2004	 	 	 	01/19/2014	 	 	Incentive Stock Options	 	$	15.50	 	 	 	20	 
	Wertz
	 	Richard	 	 	01/19/2004	 	 	 	01/19/2014	 	 	Incentive Stock Options	 	$	15.50	 	 	 	20	 






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Grant	 	 	 	 	 	 
	Last Name	 	First Name	 	Grant Date	 	Expiration	 	Grant Type	 	Exercise Price	 	Outstanding
	 
	Bacchus
	 	Ryan	 	 	12/21/2001	 	 	 	12/21/2011	 	 	Incentive Stock Options	 	$	96.00	 	 	 	10	 
	Brown
	 	Thomas	 	 	12/21/2001	 	 	 	12/21/2011	 	 	Incentive Stock Options	 	$	96.00	 	 	 	228	 
	Brown
	 	Thomas	 	 	12/21/2001	 	 	 	12/21/2011	 	 	Non Qualified Stock Options	 	$	96.00	 	 	 	187	 
	Deluca
	 	Jon	 	 	12/21/2001	 	 	 	12/21/2011	 	 	Incentive Stock Options	 	$	96.00	 	 	 	1,520	 
	Deluca
	 	Jon	 	 	12/21/2001	 	 	 	12/21/2011	 	 	Non Qualified Stock Options	 	$	96.00	 	 	 	1,479	 
	Denton
	 	Sheila	 	 	12/21/2001	 	 	 	12/21/2011	 	 	Incentive Stock Options	 	$	96.00	 	 	 	66	 
	Di Roberto
	 	Michael	 	 	12/21/2001	 	 	 	12/21/2011	 	 	Incentive Stock Options	 	$	96.00	 	 	 	60	 
	Di Roberto
	 	Michael	 	 	12/21/2001	 	 	 	12/21/2011	 	 	Non Qualified Stock Options	 	$	96.00	 	 	 	22	 
	Dilorenzo
	 	Keith	 	 	12/21/2001	 	 	 	12/21/2011	 	 	Incentive Stock Options	 	$	96.00	 	 	 	16	 
	Dowd
	 	John	 	 	12/21/2001	 	 	 	12/21/2011	 	 	Incentive Stock Options	 	$	96.00	 	 	 	140	 
	Ennis
	 	John	 	 	12/21/2001	 	 	 	12/21/2011	 	 	Incentive Stock Options	 	$	96.00	 	 	 	214	 
	Ennis
	 	John	 	 	12/21/2001	 	 	 	12/21/2011	 	 	Non Qualified Stock Options	 	$	96.00	 	 	 	168	 
	Farmer III
	 	Roy	 	 	12/21/2001	 	 	 	12/21/2011	 	 	Incentive Stock Options	 	$	96.00	 	 	 	1,800	 
	Flores
	 	Paul	 	 	12/21/2001	 	 	 	12/21/2011	 	 	Incentive Stock Options	 	$	96.00	 	 	 	10	 
	Gill
	 	Andre	 	 	12/21/2001	 	 	 	12/21/2011	 	 	Incentive Stock Options	 	$	96.00	 	 	 	10	 
	Hamid
	 	Asim	 	 	12/21/2001	 	 	 	12/21/2011	 	 	Incentive Stock Options	 	$	96.00	 	 	 	6	 
	Hill
	 	Robert	 	 	12/21/2001	 	 	 	12/21/2011	 	 	Incentive Stock Options	 	$	96.00	 	 	 	8	 






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Grant	 	 	 	 	 	 
	Last Name	 	First Name	 	Grant Date	 	Expiration	 	Grant Type	 	Exercise Price	 	Outstanding
	 
	Hoffmann
	 	Ernest	 	 	12/21/2001	 	 	 	12/21/2011	 	 	Incentive Stock Options	 	$	96.00	 	 	 	83	 
	Hoffmann
	 	Ernest	 	 	12/21/2001	 	 	 	12/21/2011	 	 	Non Qualified Stock Options	 	$	96.00	 	 	 	249	 
	Kaemmerling
	 	Robert	 	 	12/21/2001	 	 	 	12/21/2011	 	 	Incentive Stock Options	 	$	96.00	 	 	 	35	 
	Klecha
	 	Kevin	 	 	12/21/2001	 	 	 	12/21/2011	 	 	Incentive Stock Options	 	$	96.00	 	 	 	54	 
	Klecha
	 	Kevin	 	 	12/21/2001	 	 	 	12/21/2011	 	 	Non Qualified Stock Options	 	$	96.00	 	 	 	89	 
	Leicht
	 	William	 	 	12/21/2001	 	 	 	12/21/2011	 	 	Incentive Stock Options	 	$	96.00	 	 	 	172	 
	Leicht
	 	William	 	 	12/21/2001	 	 	 	12/21/2011	 	 	Non Qualified Stock Options	 	$	96.00	 	 	 	127	 
	Levy
	 	Scott	 	 	12/21/2001	 	 	 	12/21/2011	 	 	Incentive Stock Options	 	$	96.00	 	 	 	116	 
	Liss
	 	Michael	 	 	12/21/2001	 	 	 	12/21/2011	 	 	Incentive Stock Options	 	$	96.00	 	 	 	4,159	 
	Mahoney
	 	Charles	 	 	12/21/2001	 	 	 	12/21/2011	 	 	Non Qualified Stock Options	 	$	96.00	 	 	 	416	 
	Maldonado
	 	David	 	 	12/21/2001	 	 	 	12/21/2011	 	 	Incentive Stock Options	 	$	96.00	 	 	 	130	 
	Mass
	 	Edgar	 	 	12/21/2001	 	 	 	12/21/2011	 	 	Incentive Stock Options	 	$	96.00	 	 	 	16	 
	Mcnair
	 	Keith	 	 	12/21/2001	 	 	 	12/21/2011	 	 	Incentive Stock Options	 	$	96.00	 	 	 	150	 
	Moran
	 	Richard	 	 	12/21/2001	 	 	 	12/21/2011	 	 	Incentive Stock Options	 	$	96.00	 	 	 	33	 
	Paulsen
	 	Donald	 	 	12/21/2001	 	 	 	12/21/2011	 	 	Incentive Stock Options	 	$	96.00	 	 	 	18	 
	Pratt
	 	Michael	 	 	12/21/2001	 	 	 	12/21/2011	 	 	Incentive Stock Options	 	$	96.00	 	 	 	140	 
	Rodriguez
	 	Judith	 	 	12/21/2001	 	 	 	12/21/2011	 	 	Incentive Stock Options	 	$	96.00	 	 	 	5	 






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Grant	 	 	 	 	 	 
	Last Name	 	First Name	 	Grant Date	 	Expiration	 	Grant Type	 	Exercise Price	 	Outstanding
	 
	Sayers
	 	Dick	 	 	12/21/2001	 	 	 	12/21/2011	 	 	Non Qualified Stock Options	 	$	96.00	 	 	 	833	 
	Schroeder
	 	Erin	 	 	12/21/2001	 	 	 	12/21/2011	 	 	Incentive Stock Options	 	$	96.00	 	 	 	16	 
	Signal Equity Partners, L.P.
	 	 	 	 	12/21/2001	 	 	 	12/21/2011	 	 	Non Qualified Stock Options	 	$	96.00	 	 	 	833	 
	Taylor
	 	Monte	 	 	12/21/2001	 	 	 	12/21/2011	 	 	Incentive Stock Options	 	$	96.00	 	 	 	30	 
	Valhuerdi
	 	Arthur	 	 	12/21/2001	 	 	 	12/21/2011	 	 	Incentive Stock Options	 	$	96.00	 	 	 	94	 
	Valhuerdi
	 	Arthur	 	 	12/21/2001	 	 	 	12/21/2011	 	 	Non Qualified Stock Options	 	$	96.00	 	 	 	239	 
	Wiesenhart Jr
	 	Charles	 	 	12/21/2001	 	 	 	12/21/2011	 	 	Incentive Stock Options	 	$	96.00	 	 	 	126	 
	Woods
	 	Samantha	 	 	12/21/2001	 	 	 	12/21/2011	 	 	Incentive Stock Options	 	$	96.00	 	 	 	13	 
	Dilorenzo
	 	Keith	 	 	08/13/2001	 	 	 	08/13/2011	 	 	Incentive Stock Options	 	$	225.00	 	 	 	16	 
	Liss
	 	Michael	 	 	05/11/1999	 	 	 	05/11/2009	 	 	Non Qualified Stock Options	 	$	300.00	 	 	 	166	 
	Liss
	 	Michael	 	 	05/11/1999	 	 	 	05/11/2009	 	 	Non Qualified Stock Options	 	$	300.00	 	 	 	250	 
	Liss
	 	Michael	 	 	12/03/1999	 	 	 	12/03/2009	 	 	Non Qualified Stock Options	 	$	300.00	 	 	 	1,466	 
	Liss
	 	Michael	 	 	12/03/1999	 	 	 	12/03/2009	 	 	Non Qualified Stock Options	 	$	300.00	 	 	 	1,466	 
	Liss
	 	Michael	 	 	12/21/2000	 	 	 	12/21/2010	 	 	Non Qualified Stock Options	 	$	300.00	 	 	 	809	 
	Hamid
	 	Asim	 	 	06/26/2001	 	 	 	06/26/2011	 	 	Incentive Stock Options	 	$	354.00	 	 	 	6	 
	Hoffmann
	 	Ernest	 	 	05/01/2001	 	 	 	05/01/2011	 	 	Incentive Stock Options	 	$	723.00	 	 	 	11	 
	Hoffmann
	 	Ernest	 	 	05/01/2001	 	 	 	05/01/2011	 	 	Non Qualified Stock Options	 	$	723.00	 	 	 	22	 






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Grant	 	 	 	 	 	 
	Last Name	 	First Name	 	Grant Date	 	Expiration	 	Grant Type	 	Exercise Price	 	Outstanding
	 
	Klecha
	 	Kevin	 	 	05/01/2001	 	 	 	05/01/2011	 	 	Incentive Stock Options	 	$	723.00	 	 	 	11	 
	Klecha
	 	Kevin	 	 	05/01/2001	 	 	 	05/01/2011	 	 	Non Qualified Stock Options	 	$	723.00	 	 	 	22	 
	Schroeder
	 	Erin	 	 	04/02/2001	 	 	 	04/02/2011	 	 	Incentive Stock Options	 	$	796.80	 	 	 	16	 
	Waterview Partners, L.P.
	 	 	 	 	09/29/1999	 	 	 	09/29/2009	 	 	Non Qualified Stock Options	 	$	900.00	 	 	 	41	 
	Waterview Partners, L.P.
	 	 	 	 	09/29/1999	 	 	 	09/29/2009	 	 	Non Qualified Stock Options	 	$	900.00	 	 	 	41	 
	Zero dB, LLC
	 	 	 	 	09/01/1999	 	 	 	09/01/2009	 	 	Non Qualified Stock Options	 	$	900.00	 	 	 	1,000	 
	Bacchus
	 	Ryan	 	 	12/21/2000	 	 	 	12/21/2010	 	 	Incentive Stock Options	 	$	1,124.90	 	 	 	6	 
	Brown
	 	Thomas	 	 	12/21/2000	 	 	 	12/21/2010	 	 	Incentive Stock Options	 	$	1,124.90	 	 	 	27	 
	Brown
	 	Thomas	 	 	12/21/2000	 	 	 	12/21/2010	 	 	Non Qualified Stock Options	 	$	1,124.90	 	 	 	55	 
	Deluca
	 	Jon	 	 	12/21/2000	 	 	 	12/21/2010	 	 	Incentive Stock Options	 	$	1,124.90	 	 	 	176	 
	Deluca
	 	Jon	 	 	12/21/2000	 	 	 	12/21/2010	 	 	Non Qualified Stock Options	 	$	1,124.90	 	 	 	156	 
	Denton
	 	Sheila	 	 	12/21/2000	 	 	 	12/21/2010	 	 	Incentive Stock Options	 	$	1,124.90	 	 	 	16	 
	Ennis
	 	John	 	 	12/21/2000	 	 	 	12/21/2010	 	 	Incentive Stock Options	 	$	1,124.90	 	 	 	30	 
	Ennis
	 	John	 	 	12/21/2000	 	 	 	12/21/2010	 	 	Non Qualified Stock Options	 	$	1,124.90	 	 	 	53	 
	Flores
	 	Paul	 	 	12/21/2000	 	 	 	12/21/2010	 	 	Incentive Stock Options	 	$	1,124.90	 	 	 	3	 
	Gill
	 	Andre	 	 	12/21/2000	 	 	 	12/21/2010	 	 	Incentive Stock Options	 	$	1,124.90	 	 	 	6	 
	Hill
	 	Robert	 	 	12/21/2000	 	 	 	12/21/2010	 	 	Incentive Stock Options	 	$	1,124.90	 	 	 	1	 






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Grant	 	 	 	 	 	 
	Last Name	 	First Name	 	Grant Date	 	Expiration	 	Grant Type	 	Exercise Price	 	Outstanding
	 
	Hoffmann
	 	Ernest	 	 	12/21/2000	 	 	 	12/21/2010	 	 	Incentive Stock Options	 	$	1,124.90	 	 	 	9	 
	Hoffmann
	 	Ernest	 	 	12/21/2000	 	 	 	12/21/2010	 	 	Non Qualified Stock Options	 	$	1,124.90	 	 	 	24	 
	Kaemmerling
	 	Robert	 	 	12/21/2000	 	 	 	12/21/2010	 	 	Incentive Stock Options	 	$	1,124.90	 	 	 	1	 
	Klecha
	 	Kevin	 	 	12/21/2000	 	 	 	12/21/2010	 	 	Incentive Stock Options	 	$	1,124.90	 	 	 	9	 
	Klecha
	 	Kevin	 	 	12/21/2000	 	 	 	12/21/2010	 	 	Non Qualified Stock Options	 	$	1,124.90	 	 	 	17	 
	Leicht
	 	William	 	 	12/21/2000	 	 	 	12/21/2010	 	 	Incentive Stock Options	 	$	1,124.90	 	 	 	13	 
	Leicht
	 	William	 	 	12/21/2000	 	 	 	12/21/2010	 	 	Non Qualified Stock Options	 	$	1,124.90	 	 	 	19	 
	Levy
	 	Scott	 	 	12/21/2000	 	 	 	12/21/2010	 	 	Incentive Stock Options	 	$	1,124.90	 	 	 	50	 
	Maldonado
	 	David	 	 	12/21/2000	 	 	 	12/21/2010	 	 	Incentive Stock Options	 	$	1,124.90	 	 	 	16	 
	Mass
	 	Edgar	 	 	12/21/2000	 	 	 	12/21/2010	 	 	Incentive Stock Options	 	$	1,124.90	 	 	 	3	 
	Mcnair
	 	Keith	 	 	12/21/2000	 	 	 	12/21/2010	 	 	Incentive Stock Options	 	$	1,124.90	 	 	 	50	 
	Paulsen
	 	Donald	 	 	12/21/2000	 	 	 	12/21/2010	 	 	Incentive Stock Options	 	$	1,124.90	 	 	 	5	 
	Pratt
	 	Michael	 	 	12/21/2000	 	 	 	12/21/2010	 	 	Incentive Stock Options	 	$	1,124.90	 	 	 	23	 
	Rodriguez
	 	Judith	 	 	12/21/2000	 	 	 	12/21/2010	 	 	Incentive Stock Options	 	$	1,124.90	 	 	 	1	 
	Taylor
	 	Monte	 	 	12/21/2000	 	 	 	12/21/2010	 	 	Incentive Stock Options	 	$	1,124.90	 	 	 	13	 
	Valhuerdi
	 	Arthur	 	 	12/21/2000	 	 	 	12/21/2010	 	 	Incentive Stock Options	 	$	1,124.90	 	 	 	7	 
	Valhuerdi
	 	Arthur	 	 	12/21/2000	 	 	 	12/21/2010	 	 	Non Qualified Stock Options	 	$	1,124.90	 	 	 	26	 






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Grant	 	 	 	 	 	 
	Last Name	 	First Name	 	Grant Date	 	Expiration	 	Grant Type	 	Exercise Price	 	Outstanding
	 
	Wiesenhart Jr
	 	Charles	 	 	12/21/2000	 	 	 	12/21/2010	 	 	Incentive Stock Options	 	$	1,124.90	 	 	 	10	 
	Carolina Financial Securities
	 	 	 	 	07/31/2000	 	 	 	07/31/2010	 	 	Non Qualified Stock Options	 	$	1,184.00	 	 	 	38	 
	Farmer III
	 	Roy	 	 	05/11/1999	 	 	 	05/11/2009	 	 	Incentive Stock Options	 	$	1,199.90	 	 	 	166	 
	Farmer III
	 	Roy	 	 	05/11/1999	 	 	 	05/11/2009	 	 	Non Qualified Stock Options	 	$	1,199.90	 	 	 	250	 
	Deluca
	 	Jon	 	 	06/14/1999	 	 	 	06/14/2009	 	 	Incentive Stock Options	 	$	1,208.90	 	 	 	82	 
	Deluca
	 	Jon	 	 	06/14/1999	 	 	 	06/14/2009	 	 	Non Qualified Stock Options	 	$	1,208.90	 	 	 	217	 
	Mahoney
	 	Charles	 	 	05/24/1999	 	 	 	05/24/2009	 	 	Non Qualified Stock Options	 	$	1,275.00	 	 	 	41	 
	Mahoney
	 	Charles	 	 	05/24/1999	 	 	 	05/24/2009	 	 	Non Qualified Stock Options	 	$	1,275.00	 	 	 	41	 
	Deluca
	 	Jon	 	 	12/03/1999	 	 	 	12/03/2009	 	 	Non Qualified Stock Options	 	$	1,499.90	 	 	 	283	 
	Deluca
	 	Jon	 	 	12/18/1999	 	 	 	12/18/2009	 	 	Non Qualified Stock Options	 	$	1,499.90	 	 	 	166	 
	Deluca
	 	Jon	 	 	12/18/1999	 	 	 	12/18/2009	 	 	Non Qualified Stock Options	 	$	1,499.90	 	 	 	250	 
	Denton
	 	Sheila	 	 	12/06/1999	 	 	 	12/06/2009	 	 	Non Qualified Stock Options	 	$	1,499.90	 	 	 	33	 
	Farmer III
	 	Roy	 	 	12/03/1999	 	 	 	12/03/2009	 	 	Non Qualified Stock Options	 	$	1,499.90	 	 	 	716	 
	Mahoney
	 	Charles	 	 	12/03/1999	 	 	 	12/03/2009	 	 	Non Qualified Stock Options	 	$	1,499.90	 	 	 	125	 
	Mahoney
	 	Charles	 	 	12/03/1999	 	 	 	12/03/2009	 	 	Non Qualified Stock Options	 	$	1,499.90	 	 	 	125	 
	Moran
	 	Richard	 	 	01/03/2001	 	 	 	01/03/2011	 	 	Incentive Stock Options	 	$	1,499.90	 	 	 	33	 






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Grant	 	 	 	 	 	 
	Last Name	 	First Name	 	Grant Date	 	Expiration	 	Grant Type	 	Exercise Price	 	Outstanding
	 
	Pratt
	 	Michael	 	 	12/03/1999	 	 	 	12/03/2009	 	 	Non Qualified Stock Options	 	$	1,499.90	 	 	 	3	 
	Farmer III
	 	Roy	 	 	05/23/2000	 	 	 	05/23/2010	 	 	Non Qualified Stock Options	 	$	1,799.90	 	 	 	666	 
	Brown
	 	Thomas	 	 	12/17/1999	 	 	 	12/17/2009	 	 	Incentive Stock Options	 	$	2,606.20	 	 	 	114	 
	Brown
	 	Thomas	 	 	12/17/1999	 	 	 	12/17/2009	 	 	Non Qualified Stock Options	 	$	2,606.20	 	 	 	51	 
	Bacchus
	 	Ryan	 	 	05/23/2000	 	 	 	05/23/2010	 	 	Incentive Stock Options	 	$	2,793.70	 	 	 	3	 
	Ennis
	 	John	 	 	05/23/2000	 	 	 	05/23/2010	 	 	Incentive Stock Options	 	$	2,793.70	 	 	 	70	 
	Ennis
	 	John	 	 	05/23/2000	 	 	 	05/23/2010	 	 	Non Qualified Stock Options	 	$	2,793.70	 	 	 	196	 
	Gill
	 	Andre	 	 	05/23/2000	 	 	 	05/23/2010	 	 	Incentive Stock Options	 	$	2,793.70	 	 	 	3	 
	Leicht
	 	William	 	 	05/23/2000	 	 	 	05/23/2010	 	 	Incentive Stock Options	 	$	2,793.70	 	 	 	70	 
	Leicht
	 	William	 	 	05/23/2000	 	 	 	05/23/2010	 	 	Non Qualified Stock Options	 	$	2,793.70	 	 	 	96	 
	Maldonado
	 	David	 	 	05/23/2000	 	 	 	05/23/2010	 	 	Incentive Stock Options	 	$	2,793.70	 	 	 	13	 
	Mcnair
	 	Keith	 	 	05/23/2000	 	 	 	05/23/2010	 	 	Incentive Stock Options	 	$	2,793.70	 	 	 	66	 
	Rodriguez
	 	Judith	 	 	05/23/2000	 	 	 	05/23/2010	 	 	Incentive Stock Options	 	$	2,793.70	 	 	 	3	 
	Taylor
	 	Monte	 	 	05/23/2000	 	 	 	05/23/2010	 	 	Incentive Stock Options	 	$	2,793.70	 	 	 	16	 
	Valhuerdi
	 	Arthur	 	 	05/23/2000	 	 	 	05/23/2010	 	 	Incentive Stock Options	 	$	2,793.70	 	 	 	50	 
	Kaemmerling
	 	Robert	 	 	11/13/2000	 	 	 	11/13/2010	 	 	Incentive Stock Options	 	$	2,831.20	 	 	 	33	 
	Woods
	 	Samantha	 	 	11/13/2000	 	 	 	11/13/2010	 	 	Incentive Stock Options	 	$	2,831.20	 	 	 	13	 






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Grant	 	 	 	 	 	 
	Last Name	 	First Name	 	Grant Date	 	Expiration	 	Grant Type	 	Exercise Price	 	Outstanding
	 
	Dowd
	 	John	 	 	11/06/2000	 	 	 	11/06/2010	 	 	Incentive Stock Options	 	$	3,018.70	 	 	 	40	 
	DJWC Consulting, Inc.
	 	 	 	 	12/20/1999	 	 	 	12/20/2009	 	 	Non Qualified Stock Options	 	$	3,318.70	 	 	 	33	 
	GJS Technologies, Ltd.
	 	 	 	 	12/20/1999	 	 	 	12/20/2009	 	 	Non Qualified Stock Options	 	$	3,318.70	 	 	 	33	 
	Di Roberto
	 	Michael	 	 	10/16/2000	 	 	 	10/16/2010	 	 	Incentive Stock Options	 	$	3,656.20	 	 	 	81	 
	Di Roberto
	 	Michael	 	 	10/16/2000	 	 	 	10/16/2010	 	 	Non Qualified Stock Options	 	$	3,656.20	 	 	 	1	 
	Flores
	 	Paul	 	 	09/18/2000	 	 	 	09/18/2010	 	 	Incentive Stock Options	 	$	3,806.20	 	 	 	6	 
	Mass
	 	Edgar	 	 	09/18/2000	 	 	 	09/18/2010	 	 	Incentive Stock Options	 	$	3,806.20	 	 	 	13	 
	Wiesenhart Jr
	 	Charles	 	 	09/18/2000	 	 	 	09/18/2010	 	 	Incentive Stock Options	 	$	3,806.20	 	 	 	33	 
	Zero dB, LLC
	 	 	 	 	05/23/2000	 	 	 	05/23/2010	 	 	Non Qualified Stock Options	 	$	3,936.00	 	 	 	84	 
	Valhuerdi
	 	Arthur	 	 	09/11/2000	 	 	 	09/11/2010	 	 	Incentive Stock Options	 	$	4,087.40	 	 	 	37	 
	Valhuerdi
	 	Arthur	 	 	09/11/2000	 	 	 	09/11/2010	 	 	Non Qualified Stock Options	 	$	4,087.40	 	 	 	12	 
	Hoffmann
	 	Ernest	 	 	10/09/2000	 	 	 	10/09/2010	 	 	Incentive Stock Options	 	$	4,199.90	 	 	 	69	 
	Hoffmann
	 	Ernest	 	 	10/09/2000	 	 	 	10/09/2010	 	 	Non Qualified Stock Options	 	$	4,199.90	 	 	 	63	 
	Paulsen
	 	Donald	 	 	06/26/2000	 	 	 	06/26/2010	 	 	Incentive Stock Options	 	$	4,424.90	 	 	 	13	 
	Hill
	 	Robert	 	 	09/25/2000	 	 	 	09/25/2010	 	 	Incentive Stock Options	 	$	4,481.40	 	 	 	6	 
	Levy
	 	Scott	 	 	08/07/2000	 	 	 	08/07/2010	 	 	Incentive Stock Options	 	$	4,724.90	 	 	 	33	 






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Grant	 	 	 	 	 	 
	Last Name	 	First Name	 	Grant Date	 	Expiration	 	Grant Type	 	Exercise Price	 	Outstanding
	 
	Klecha
	 	Kevin	 	 	08/28/2000	 	 	 	08/28/2010	 	 	Incentive Stock Options	 	$	4,799.90	 	 	 	61	 
	Klecha
	 	Kevin	 	 	08/28/2000	 	 	 	08/28/2010	 	 	Non Qualified Stock Options	 	$	4,799.90	 	 	 	2	 
	Klecha
	 	Kevin	 	 	08/28/2000	 	 	 	08/28/2010	 	 	Non Qualified Stock Options	 	$	4,799.90	 	 	 	20	 
	Pratt
	 	Michael	 	 	07/17/2000	 	 	 	07/17/2010	 	 	Incentive Stock Options	 	$	5,249.90	 	 	 	13	 
	Zero dB, LLC
	 	 	 	 	05/23/2000	 	 	 	05/23/2010	 	 	Non Qualified Stock Options	 	$	5,621.90	 	 	 	84	 
	Zero dB, LLC
	 	 	 	 	05/23/2000	 	 	 	05/23/2010	 	 	Non Qualified Stock Options	 	$	6,050.90	 	 	 	84	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	135,402	 







 











 





Section 4.3 Capitalization; Options




Section 4.3(d)





	 	1.	 	FiberNet Telecom Group, Inc. 2003 Equity Incentive Plan (as adopted by the Company on
May 6, 2003 and filed with the SEC on Form S-8 on May 7, 2003, as amended), including all
agreements in respect of issuances pursuant to such plan.
	 
	 	2.	 	Amendment No. 1 to Form S-8 filed on August 2, 2006.
	 
	 	3.	 	Amendment No. 2 to Form S-8 filed on July 10, 2007.
	 
	 	4.	 	Amendment No. 1 to Form S-3 filed on May 8, 2006, amending Form -3 filed on April
21, 2006.
	 
	 	5.	 	Amendment No. 1 to Form S-3 filed on April 6, 2004, amending Form -3 filed on
March 30, 2004.
	 
	 	6.	 	Amendment No. 1 to Form S-3 filed on February 18, 2003, amending Form -3 filed on
January 17, 2003.
	 
	 	7.	 	The information set forth on Section 3.6 of this Company Disclosure Letter is
incorporated herein by reference.





Section 4.3(e)





	 	1.	 	The Company owns 3,268 shares of 360networks Corporation, which shares were received in
connection with the Company’s claim in respect of 360networks’ bankruptcy proceedings.
	 
	 	2.	 	The Company owns 40 shares of Global Crossing Limited, which shares were received in
connection with the Company’s claim in respect of Global Crossing’s bankruptcy proceedings.
	 
	 	3.	 	Global Telecom & Technology, Inc. Subscription Agreement dated November 13, 2007 for a
convertible subordinated promissory note in the amount of $250,000 held by the Company.





- 8 -









 





Section 4.4 Subsidiaries





	1.	 	FiberNet Operations, Inc. — 100% of common stock held by the Company
	 
	2.	 	Devnet L.L.C. — 96% of membership interests held by the Company and 4% of membership
interests held by FiberNet Operations, Inc.
	 
	3.	 	FiberNet Telecom, Inc. — 100% of common stock held by FiberNet Operations, Inc.
	 
	4.	 	Local Fiber, LLC — 100% of membership interests held by FiberNet Telecom, Inc.
	 
	5.	 	FiberNet Equal Access, L.L.C. — 100% of membership interests held by FiberNet Telecom, Inc.
	 
	6.	 	Availius, LLC — 100% of membership interests held by FiberNet Telecom, Inc.





- 9 -









 





Section 4.5 Governmental Authorizations





	1.	 	Approval of the FCC for the transfer of control of Local Fiber as holder of the FCC License
to Parent.
	 
	2.	 	Approval of the California PUC for the transfer of control of Local Fiber as holder of the
CAPUC license to Parent.
	 
	3.	 	Approval of the New Jersey BPU for the transfer of control of Local Fiber as a holder of the
NJBPU License to Parent.
	 
	4.	 	Approval of the New York PSC for the transfer of control of Local Fiber as holder of the
NYPSC License to Parent.




- 10 -









 











Section 4.6 Non-Contravention



Amended and Restated Credit Agreement dated as of November 7, 2007 among FiberNet Operations, Inc.,
Devnet L.L.C., the Company, FiberNet Telecom, Inc., Availius, LLC, Local Fiber, LLC, FiberNet Equal
Access, L.L.C., CapitalSource Finance LLC, and the Lenders from time to time parties thereto.








- 11 -









 








Section 4.7 Financial Reports and SEC Documents




Section 4.7(c)




     See attached.








- 12 -









 











     ControlSolutions



FiberNet Telecom Group, Inc.

SOX 404

Management Summary Report on Findings

As at December 31, 2008




			
	 	 	 
	CONFIDENTIAL
	 	3/4/2009






 









 




Overview


FiberNet Telecom Group, Inc.’s management has performed an assessment of the effectiveness of
the system of Internal Controls Over Financial reporting (“ICFR”) based on the criteria
outlined in the COSO Framework and using definitions as revised in the recently adopted PCAOB
Auditing Standard No.5 (“AS5”).



The Company has traditionally embraced a culture of integrity and strong corporate governance
and has recognized the importance of maintaining effective internal controls over financial
reporting. Meeting this responsibility now and in the future will facilitate the goal of
compliance with Section 404 of the Sarbanes-Oxley Act of 2002, and reflects the company’s goal
to provide full and fair financial disclosure in a timely manner.



The foundation for the Company’s assessment is the thorough and effective design of the
control systems over financial reporting; documenting the business processes and validating
the design effectiveness of identified key internal control activities. The effective
operation of key control activities was confirmed through comprehensive testing. Where either
design or operational deficiencies were identified, remediation plans were implemented and
controls were re-tested where possible, in order to ensure the design achieves the desired
objective, and to assure that they function according to design.



The assessment included evaluating: (i) the overall control environment, (ii) controls
supporting corporate governance, risk assessment, monitoring of the internal and external
environment and (iii) controls assuring that the correct information and communication
processes are in place to support the internal control systems.



A final component of this assessment is the effectiveness of programs and controls designed to
prevent fraud within the organization. Fraud is defined as it relates to financial reporting,
safeguarding of assets, proper use of expenditures and liabilities and correctly recording
transactions.



Design deficiencies arise when a control is found to be missing or does not effectively
achieve the control objective. Operational deficiencies are exceptions found during the
testing of the control.



Deficiencies are categorized as: (i) evidence, (ii) operational, (iii) design, and (iv) late
adjustments.



“Significant Deficiency” is defined as a deficiency or combination of deficiencies that is not
material, but does warrant attention by those responsible for oversight of financial reporting
at FiberNet Telecom Group Inc.




			
	 	 	 
	CONFIDENTIAL
	 	3/4/2009






 









 





Findings to Date:




     As at December 31, 2008, the measurement date for the current assessment, there is
one outstanding Significant Deficiencies (“SD”) and seven outstanding Internal Control
Deficiencies (“ICD”). (It is important to note that one of the outstanding ICD’s is the
result of a reduction from a rating of SD. This is a result of compensating controls that
mitigate the risk associated with the deficiency.)


We tested all controls after sharing the initial results with senior management, all
initial deficiencies were either remediated or mitigating controls were identified for
testing. Identified significant deficiencies were all addressed and remediated with the
exception of one open item as reported in the table below.




	 	 	 	 	 	  	 	 	 	   	 	 	 
	 	 	Key Control	 	 	 	 
	Process	 	Count	 	ICD Count	 	SD Count
	AP/Purchasing
	 	 	11	 	 	 	0	 	 	 	1	 
	Financial Close
	 	 	10	 	 	 	0	 	 	 	0	 
	Treasury
	 	 	4	 	 	 	0	 	 	 	0	 
	Payroll
	 	 	7	 	 	 	0	 	 	 	0	 
	Entity Level
	 	 	26	 	 	 	0	 	 	 	0	 
	Fixed Assets
	 	 	3	 	 	 	0	 	 	 	0	 
	Revenue
	 	 	9	 	 	 	1	 	 	 	0	 
	Stock Options / Restricted Shares
	 	 	7	 	 	 	0	 	 	 	0	 
	I.T.
	 	 	24	 	 	 	5	 	 	 	0	 
	TOTAL
	 	 	101	 	 	 	6	 	 	 	1	 






Open Significant Deficiency



During sample testing we noted that there is inadequate Segregation of Duties within the AP
Module. This gives rise to a heightened risk of undetected payments to fictitious vendors.
It was recommended that the CFO Super Access to AP module in Timberline be removed.
Management agreed with the recommendation and has remediated this
deficiency during Q1 of
2009.




Remediated Significant Deficiencies



The following items were noted as significant deficiencies as a result of interim testing
and have been remediated and validated upon post remediation testing:





	 	•	 	We noted that a GAAP compliance checklist was not being used at FiberNet as
part of the financial close process. This control has been implemented and found to
be effective upon post remediation testing.
	 
	 	•	 	We noted inadequate Segregation of Duties in Timberline’s GL functions. The
CFO had Super User access which gave him the rights to potentially record and post
journal entries. This has been remediated and found to be effective upon post
remediation testing.





			
	 	 	 
	CONFIDENTIAL
	 	3/4/2009






 









 






	 	•	 	The employee handbook provided during testing had not been updated with the new
whistleblower contact information. The handbook listed the VP of HR as the contact.
That information was not current resulting in an ineffective means for an employee to
report any wrongdoings free of any repercussions. This has been remediated and found to
be effective upon post remediation testing.





Conclusion



The system of ICFR is designed and is operating effectively in a manner that should prevent or
detect any material misstatement in the FiberNet Telecom Group Inc.’s financial statements as
at December 31, 2008.




			
	 	 	 
	CONFIDENTIAL
	 	3/4/2009






 









 





Section 4.8 Undisclosed Liabilities





	1.	 	Local Fiber is being audited for New York City utility tax (“Utility Tax”) for the period
January 1, 2001 through June 30, 2003. The Utility Tax auditor has conducted a review of Local
Fiber’s books and records, tax returns, customer invoices and certain customer contracts. The
Utility Tax auditor is raising the issues of whether: (a) Local Fiber’s sale of co-location
services are subject to Utility Tax, and (b) Local Fiber’s sale of telecommunications
transport services are subject to Utility Tax. The Company has advised the Utility Tax auditor
that: (a) Local Fiber’s sales of co-location services are not telecommunications services
properly subject to the Utility Tax, and (b) Local Fiber’s sales of telecommunications
transport services are sales to other carriers for resale and are not subject to the Utility
Tax. The Company intends to contest any attempt by New York City to impose a Utility Tax on
co-location or telecommunications transport services sold by Local Fiber. The Company has
received an extension of the Utility Tax audit until January 31, 2010.






	2.	 	Liens in favor of Century Business Solutions, covering office copier equipment and
accessories.






	3.	 	A purchase money security interest in favor of Nortel Networks Inc. covering equipment
pursuant to a Purchase and License Agreement, dated December 16, 2003 (as the successor
agreement to that Master Purchase Agreement dated January 24, 2000), by and between the
Company and Nortel Networks Inc.






	4.	 	Engagement Letter dated April 20, 2009 between Willkie Farr & Gallagher and the
Company.






	5.	 	Engagement Letter dated May 8, 2009 between Needham & Company, LLC and the Company.






	6.	 	Engagement Letter dated April 24, 2006 between Deutsche Bank Securities Inc. and the
Company.




7.  Engagement Letter dated May 26, 2009 between Burnham Hill Partners and the Company.



8.  Letter Agreement dated May 21, 2009 between Vantage Advisors, LLC and the Company.




- 13 -









 





Section 4.9 Absence of Certain Changes





	1.	 	Stock Repurchase Program in 2009 (suspended at close of business on April 15, 2009):





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Weighted	 	 	 	 	 	 
	 	 	 	 	 	 	Average	 	 	 	 	 	 
	 	 	Shares	 	Price	 	Subtotal	 	Commission	 	TOTAL
	YTD 2009
	 	 	68,108	 	 	$	9.99	 	 	$	680,072	 	 	$	2,043	 	 	$	682,115	 







	2.	 	January 9, 2009 grants of restricted stock by the Company:





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Restricted Stock	 	 	 	 	 	FMV@	 	 
	Participant Name	 	Granted	 	Expiration Date	 	Grant	 	Vest Date
	Brown Thomas G
	 	 	4,000.00	 	 	 	01/09/2019	 	 	 	9.70	 	 	 	01/09/2013	 
	Cespedes Steve
	 	 	12,500.00	 	 	 	01/09/2019	 	 	 	9.70	 	 	 	01/09/2013	 
	Deluca Jon A
	 	 	9,000.00	 	 	 	01/09/2019	 	 	 	9.70	 	 	 	01/09/2013	 
	Dilorenzo Keith
	 	 	4,540.00	 	 	 	01/09/2019	 	 	 	9.70	 	 	 	01/09/2013	 
	Dowd John P
	 		4,000.00	 	 	 	01/09/2019	 	 	 	9.70	 	 	 	01/09/2013	 
	Ennis John F
	 	 	4,000.00	 	 	 	01/09/2019	 	 	 	9.70	 	 	 	01/09/2013	 
	Hamid Asim
	 	 	1,000.00	 	 	 	01/09/2019	 	 	 	9.70	 	 	 	01/09/2013	 
	Hoffmann Ernest M
	 	 	4,000.00	 	 	 	01/09/2019	 	 	 	9.70	 	 	 	01/09/2013	 
	Hubner Michael
	 	 	4,000.00	 	 	 	01/09/2019	 	 	 	9.70	 	 	 	01/09/2013	 
	Klecha Kevin
	 	 	1,000.00	 	 	 	01/09/2019	 	 	 	9.70	 	 	 	01/09/2013	 
	Leicht William J
	 	 	1,000.00	 	 	 	01/09/2019	 	 	 	9.70	 	 	 	01/09/2013	 
	Maldonado David A
	 	 	1,000.00	 	 	 	01/09/2019	 	 	 	9.70	 	 	 	01/09/2013	 
	Nettleton James
	 	 	1,000.00	 	 	 	01/09/2019	 	 	 	9.70	 	 	 	01/09/2013	 
	Pratt Michael C
	 	 	1,000.00	 	 	 	01/09/2019	 	 	 	9.70	 	 	 	01/09/2013	 
	Salcido Norma
	 	 	1,000.00	 	 	 	01/09/2019	 	 	 	9.70	 	 	 	01/09/2013	 
	Schroeder Erin
	 	 	1,000.00	 	 	 	01/09/2019	 	 	 	9.70	 	 	 	01/09/2013	 
	Valhuerdi Arthur
	 	 	4,000.00	 	 	 	01/09/2019	 	 	 	9.70	 	 	 	01/09/2013	 
	Wiesenhart Jr Charles
	 	 	4,000.00	 	 	 	01/09/2019	 	 	 	9.70	 	 	 	01/09/2013	 







	3.	 	Beginning in January 2009, the Company expanded the capacity of its dry cooler plant and
glycol riser capacity, as well as added a 500kVA UPS, at 165 Halsey Street in Newark, New
Jersey in order to support the expansion of its colocation space there. The project is
scheduled for completion in May 2009 at an estimated aggregate cost of $1,500,000.






	4.	 	Amendment of Lease, dated as of May 26, 2009, between 60 HUDSON OWNER LLC
(successor to Westport Communications LLC and Hudson Telegraph Associates, L.P., formerly known
as Hudson Telegraph Associates), a Delaware limited liability company, having an office c/o
Williams Real Estate Co. Inc., 380 Madison Avenue, New York, New York 10017 (“Landlord”), and
FIBERNET EQUAL ACCESS, LLC, a New York limited liability company, having offices at 220 West
42nd Street, New York, NY 10036.





- 14 -









 






	5.	 	Fifth Lease Modification Agreement dated the 27th day of May 2009 by and between
MARKET HALSEY URBAN RENEWAL, LLC, a New Jersey limited liability company having an office at c/o
JJ Operating, Inc., 112 West 34th Street — Suite 2106, New York, NY 10001, and
FIBERNET TELECOM GROUP, INC., a Delaware corporation having a principal office at 220 West
42nd Street — 13th floor, New York, NY 10036.






	6.	 	Pursuant to the terms of an Assignment of Contract and Corporate Guaranty dated May 12, 2009,
the Company shall assign to Local Fiber, LLC the Capacity Agreement dated September 25, 2003
with Global Crossing Bandwidth, Inc. and also guarantee Local Fiber’s obligations under such
agreement.






	7.	 	Engagement Letter dated May 26, 2009 between Burnham Hill Partners and the Company.






	8.	 	Engagement Letter dated April 20, 2009 between Willkie Farr & Gallagher and the
Company.






	9.	 	Engagement Letter dated May 8, 2009 between Needham & Company, LLC and the Company.






	10.	 	Letter Agreement dated May 21, 2009 between Vantage Advisors, LLC and the Company.










- 15 -









 











Section 4.10 Litigation





	1.	 	Worldhub Group, LLC (“Debtor”) v. FiberNet
Telecom Group, Inc. and Local Fiber, LLC,
Case No. 08-14008 (DWK), Adv. Proc.
No. 08-00341 (Bankr. D.MD). On or about March 26,
2008, Debtor, a customer of the Company filed for bankruptcy protection under Chapter 11 of
the U.S. Bankruptcy Code in the United States Bankruptcy Court for the District of Maryland.
This proceeding was commenced by the Debtor on or about May 2, 2008 seeking declaratory relief
in respect of allegations that the Company was charging an excessive fee for its services in
connection with that certain Services Agreement dated as of February 15, 2004 with the Debtor.
On or about July 17, 2008, the Company answered the Debtor’s complaint denying all material
allegations, asserting affirmative defenses and counterclaims against the Debtor, including,
without limitation, claims for breach of contract. Discovery was commenced by the parties, but
was stayed by agreement of the Company and the chapter 7 trustee appointed in the case
following the Court’s conversion of the chapter 11 case. The Company is currently in
settlement negotiations with the Chapter 7 trustee, and the parties have tentatively agreed to
dismiss the adversary proceeding with prejudice and permit Company claims as follows: an
administrative claim of $141,527.90, a secured claim of $60,000.00 and a general unsecured
claim of $826,951.88.






	2.	 	Local Fiber is being audited for New York City utility tax (“Utility Tax”) for the period
January 1, 2001 through June 30, 2003. The Utility Tax auditor has conducted a review of Local
Fiber’s books and records, tax returns, customer invoices and certain customer contracts. The
Utility Tax auditor is raising the issues of whether: (a) Local Fiber’s sale of co-location
services are subject to Utility Tax, and (b) Local Fiber’s sale of telecommunications
transport services are subject to Utility Tax. The Company has advised the Utility Tax auditor
that: (a) Local Fiber’s sales of co-location services are not telecommunications services
properly subject to the Utility Tax, and (b) Local Fiber’s sales of telecommunications
transport services are sales to other carriers for resale and are not subject to the Utility
Tax. The Company intends to contest any attempt by New York City to impose a Utility Tax on
co-location or telecommunications transport services sold by Local Fiber. The Company has
received an extension of the Utility Tax audit until January 31, 2010.






	3.	 	The Company was audited for New York City commercial rent tax (“Commercial Rent Tax”) for the
period of June 1, 1998 through May 31, 2005. The original assessment covered the period June
1, 1998 through May 31, 2004 for $147,297.25. The audit period was then extended to include
the period June 1, 2004 through May 31, 2005. Currently, $237,311.88 is accrued and unpaid.
The Company is challenging the unpaid amount and the calculations set forth by the Commercial
Rent Tax audit. The Company has received an extension of the Commercial Rent Tax audit until
December 31, 2009.






	4.	 	Letter dated May 8, 2009 from David Lopez, Esq. to the Company’s Board of Directors in which
Mr. Lopez alleges on behalf of another investor in the Company that WC Capital recently
violated Section 16(b) of the Securities Exchange Act of 1934 and requests that the Board
review this matter.





- 16 -









 





Section 4.11 Contracts




Section 4.11(a)(i)





	 	1.	 	Amendment of Lease, dated as of May 26, 2009, between 60 HUDSON OWNER LLC
(successor to Westport Communications LLC and Hudson Telegraph Associates, L.P., formerly
known as Hudson Telegraph Associates), a Delaware limited liability company, having an
office c/o Williams Real Estate Co. Inc., 380 Madison Avenue, New York, New York 10017
(“Landlord”), and FIBERNET EQUAL ACCESS, LLC, a New York limited liability company, having
offices at 220 West 42nd Street, New York, NY 10036.






	 	2.	 	Engagement Letter dated May 26, 2009 between Burnham Hill Partners and the
Company.





Section 4.11(a)(ii)





	 	 	On July 14, 2004, the Company entered into a settlement agreement with Fibernet Group Plc, a UK
company, concerning usage of the “Fibernet” trademark in the European Community by the Company
and also in the United States by Fibernet Group Plc. Pursuant to the agreement, the Company has
the right to market its services under the mark “FiberNet USA” in the European Union and
Switzerland.





Section 4.11(a)(iii)





	 	 	None.





Section 4.11(a)(iv)





	 	 	Amended and Restated Credit Agreement dated as of November 7, 2007 among FiberNet Operations,
Inc., Devnet L.L.C., the Company, FiberNet Telecom, Inc., Availius, LLC, Local Fiber, LLC,
FiberNet Equal Access, L.L.C., CapitalSource Finance LLC, and the Lenders from time to time
parties thereto.





Section 4.11(a)(v)





	 	 	None.





Section 4.11(a)(vi)





	 	 	None.





Section 4.11(a)(vii)





	 	1.	 	Agreement of Lease, between 60 Hudson Owner LLC (successor to Hudson Telegraph
Associates) and FiberNet Equal Access, dated as of February 17, 1998 (as amended).





- 17 -









 






	 	2.	 	Agreement of Lease, between 60 Hudson Owner LLC (successor to Westport
Communications, LLC) and FiberNet Equal Access, dated as of April 1, 2001 (as
amended).
	 
	 	3.	 	Lease Agreement between Market Halsey Urban Renewal, LLC and Local Fiber, LLC (as
successor in interest to gateway.realty.new jersey.llc) dated August 24, 1998 (as
amended).
	 
	 	4.	 	Lease Agreement, dated February 29, 2000 between 111 Eighth Avenue LLC and
FiberNet Equal Access (as amended).
	 
	 	5.	 	Sublease Agreement, between Esquire Deposition Services, LLC and the Company,
dated as of October 7, 2008.
	 
	 	6.	 	Lease Agreement, between FiberNet Equal Access and Gateway I Newark, L.L.C., dated as
of June 28, 2000 (as amended).
	 
	 	7.	 	707 Wilshire Tower Office Lease between First Interstate Tower and FiberNet Equal
Access dated October 12, 2000 (as amended).
	 
	 	8.	 	Office Lease between FiberNet Equal Access and Waterton Printers Square, LLC dated
July 17, 2000.
	 
	 	9.	 	Engagement Letter dated April 20, 2009 between Willkie Farr & Gallagher and the
Company.
	 
	 	10.	 	Engagement Letter dated April 24, 2006 between Deutsche Bank Securities Inc. and the
Company.
	 
	 	11.	 	Engagement Letter dated May 26, 2009 between Burnham Hill Partners and the
Company.
	 
	 	12.	 	Letter Agreement dated May 21, 2009 between Vantage Advisors, LLC and the
Company.




Section 4.11(a)(viii)





	 	1.	 	Letter Agreement dated July 11, 2007 between The tel(x) Group, Inc. and the Company.
	 
	 	2.	 	Letter Agreement dated July 18, 2007 between Switch & Data Facilities Company, Inc. and
the Company.
	 
	 	3.	 	Letter Agreement dated July 30, 2007 between EQUINIX, INC. and the Company.
	 
	 	4.	 	Letter Agreement dated August 9, 2007 between CRG West, LLC and the Company.





- 18 -









 





Section 4.11(a)(ix)





	 	 	None.





Section 4.11(a)(x)





	 	1.	 	Master Service Agreement dated August 22, 2004 between Buckingham Trading Partners and
FiberNet Telecom, Inc.
	 
	 	2.	 	Warrant to Purchase Shares of Common Stock of the Company dated March 22, 2006 in the
name of Mr. Kamran Hakim for 75,000 shares.
	 
	 	3.	 	Warrant to Purchase Shares of Common Stock of the Company dated March 22, 2006 in the
name of Deutsche Bank AG New York Branch for 137,907 shares.
	 
	 	4.	 	Engagement Letter dated April 24, 2006 between Deutsche Bank Securities Inc. and the
Company.
	 
	 	5.	 	Corporate Share Repurchase Agreement dated November 7, 2007 between the Company and
Deutsche Bank Securities Inc.
	 
	 	6.	 	FiberNet Telecom Group, Inc. 2003 Equity Incentive Plan (as adopted by the Company on
May 6, 2003, as amended), including all agreements in respect of issuances pursuant to such
plan, which enables the Company to offer employees, directors and consultants equity
interests in the Company.
	 
	 	7.	 	Amended and Restated Board of Directors Compensation Plan (as adopted by the Company on
July 29, 2008), which provides for compensation to the Board of Directors of the Company in
connection with their board and committee services.
	 
	 	8.	 	Change in Control Plan (as adopted by the Company on August 17, 2006), which entitles
members of senior management to certain benefits upon a termination of employment that
occurs within one year after a change in control event.
	 
	 	9.	 	Engagement Letter dated May 26, 2009 between Burnham Hill Partners and the
Company.





Section 4.11(a)(xi)





	 	1.	 	Private Network Agreement dated as of December 17, 1999 between AboveNet
Communications, Inc. (as successor-in-interest to Metromedia Fiber Network Services, Inc.)
and the Company (as amended).
	 
	 	2.	 	Master FiberOptic IRU Agreement between KeySpan Communications Corp. and the Company
dated June 10, 2002.





- 19 -









 






	 	3.	 	Metro IRU Agreement dated October 19, 2000 between Level 3 Communications, LLC and
Local Fiber, LLC and FiberNet Equal Access, L.L.C.
	 
	 	4.	 	Terms and Conditions for Delivery of Service dated July 1, 2001 between Local
Fiber, LLC and FiberNet Equal Access, L.L.C. and FLAG Telecom Network USA Limited.
	 
	 	5.	 	The information set forth on Section 4.16 of this Company Disclosure Letter is
incorporated herein by reference.






Section 4.11(a)(xii)




	 	1.	 	FiberNet Telecom Group, Inc. 2003 Equity Incentive Plan (as adopted by the Company on
May 6, 2003, as amended), including all agreements in respect of issuances pursuant to
such plan.
	 
	 	2.	 	FiberNet Telecom Group, Inc. Change in Control Plan (as adopted by the Company on
August 17, 2006).
	 
	 	3.	 	Engagement Letter dated April 20, 2009 between Willkie Farr & Gallagher and the
Company.
	 
	 	4.	 	Engagement Letter dated May 8, 2009 between Needham & Company, LLC and the Company.
	 
	 	5.	 	Engagement Letter dated April 24, 2006 between Deutsche Bank Securities Inc. and the
Company.
	 
	 	6.	 	Engagement Letter dated May 26, 2009 between Burnham Hill Partners and the Company.
	 
	 	7.	 	Letter Agreement dated May 21, 2009 between Vantage Advisors, LLC and the Company.





Section 4.11(a)(xiii)





	 	 	 	None.





- 20 -









 





Section 4.12 Benefit Plans




Section 4.12(a)





	 	1.	 	FiberNet Telecom Group, Inc. 2003 Equity Incentive Plan (as adopted by the
Company on May 6, 2003, as amended), including all agreements in respect of
issuances pursuant to such plan.
	 
	 	2.	 	FiberNet Telecom Group, Inc. Change in Control Plan (as adopted by the Company
on August 17, 2006).
	 
	 	3.	 	Amended and Restated Board of Directors Compensation Plan (as adopted by the
Company on July 29, 2008), which provides for compensation to the Board of Directors
of the Company in connection with their board and committee services.
	 
	 	4.	 	See below:





	 	 	 	 	 
	Contract	 	 	 	 
	Number	 	Benefit Provider	 	Benefit
	351751

	 	HealthNet
	 	Health Insurance POS - NY/NJ
	351751

	 	Guardian
	 	Health Insurance PPO- Outside NY/NJ
	351751

	 	Guardian
	 	Dental All
	351751

	 	Guardian
	 	Flexible Spending 125 & 132 Plans
	604713

	 	Guardian
	 	401K Plan
	P98191-1

	 	Principal Financial Group
	 	STD/LTD/AD&D
	E7588197

	 	First Unum Life Insurance
	 	Supplemental STD
	94568

	 	Mass Mutual Financial Group
	 	Supplemental LTD
	604713

	 	Associated Pension Consultants
	 	401 K TPA (not really a benefit plan, but necessary in the process)






Section 4.12(g)





	 	1.	 	The FiberNet Telecom Group, Inc. Change in Control Plan (as adopted by the
Company on August 17, 2006) specifies that if the benefits that accrue to a qualified
employee under the Plan would be an “excess parachute payment” as defined in Section
280G of the Internal Revenue Code of 1986 (as amended, the “Code”) and would thereby
subject such employee to the excise tax imposed under Section 4999 of the Code or any
similar tax (the “Excise Tax”), then:






	 	a.	 	for the President, the Company shall reimburse him for any additional
taxes or
penalties due to the Excise Tax (the “Gross-Up Payment”), including any
state,
federal and local taxes that are applicable to such Gross-Up Payment; and
	 
	 	b.	 	for all other qualified employees, the Company shall pay the greater of (i)
the total
value of the amounts payable if reduced to avoid the triggering of the Excise Tax or




- 21 -









 






	 	 	 	(ii) the total value of the amounts payable even if the Excise Tax is triggered, such
that the total amount actually received by such employee, net of all applicable taxes
(including the Excise Tax), is maximized.






	 	2.	 	Due to the equity acceleration provisions set forth in the FiberNet Telecom Group, Inc.
2003 Equity Incentive Plan (as adopted by the Company on May 6, 2003, as amended) and the
severance provisions of the FiberNet Telecom Group, Inc. Change in Control Plan (as adopted by
the Company on August 17, 2006), Michael Liss and Jon DeLuca will receive a payment that is
reasonably expected to constitute an “excess parachute payment” as defined in Section 280G of
the tax code.





- 22 -









 





Section 4.13 Labor Relations



None.





- 23 -











 






			
	Section 4.14	 	Taxes




Section 4.14(a)





	 	 	The attachment to the Company’s 2006 federal income tax return entitled “The Statement Pursuant
to Section 1.382-11(a)” should not have listed 12/31/2006 as an ownership change. Although
there was an “ownership shift” on 12/31/2006, that shift did not result in an ownership change,
which requires a 50 percentage point change, and did not result in any limitation on the
Company’s losses.




Section 4.14(c)





	 	1.	 	Local Fiber is being audited for New York City utility tax (“Utility Tax”) for the
period January 1, 2001 through June 30, 2003. The Utility Tax auditor has conducted a
review of Local Fiber’s books and records, tax returns, customer invoices and certain
customer contracts. The Utility Tax auditor is raising the issues of whether: (a) Local
Fiber’s sale of co-location services are subject to Utility Tax, and (b) Local Fiber’s sale
of telecommunications transport services are subject to Utility Tax. The Company has
advised the Utility Tax auditor that: (a) Local Fiber’s sales of co-location services are
not telecommunications services properly subject to the Utility Tax, and (b) Local Fiber’s
sales of telecommunications transport services are sales to other carriers for resale and
are not subject to the Utility Tax. The Company intends to contest any attempt by New York
City to impose a Utility Tax on co-location or telecommunications transport services sold
by Local Fiber. The Company has received an extension of the Utility Tax audit until
January 31, 2010.






	 	2.	 	The Company was audited for New York City commercial rent tax (“Commercial Rent Tax”)
for the period of June 1, 1998 through May 31, 2005. The original assessment covered the
period June 1, 1998 through May 31, 2004 for $147,297.25. The audit period was then
extended to include the period June 1, 2004 through May 31, 2005. Currently, $237,311.88 is
accrued and unpaid. The Company is challenging the unpaid amount and the calculations set
forth by the Commercial Rent Tax audit. The Company has received an extension of the
Commercial Rent Tax audit until December 31, 2009.




Section 4.14(d)





	 	1.	 	The Company has received inquiries from the following states as to the nature and
extent of the business it conducts in those states:






	 	a.	 	Washington — State of Washington Department of Revenue had an audit inquiry
related to sales taxes for the period 1/1/05 through 12/31/08. The Company provides only
off-net (resale) services in Washington. The Company has taken the position that it does
not owe any sales taxes in this jurisdiction by submitting a standard questionnaire to
such department.
	 
	 	b.	 	Wisconsin — State of Wisconsin Department of Revenue sent the Company a statement
of account dated April 6, 2009 regarding unpaid income taxes for 2004 and 2005 in the
amount of $5,079.45. The Company has verbally taken the position that




 - 24 - 









 






	 	 	 	it does not owe such income taxes as it did not provide any services in the state
during that time period.
	 
	 	c.	 	Pennsylvania — Commonwealth of Pennsylvania Department of Revenue sent the
Company a demand for $3,300 regarding unpaid gross receipts tax and use tax from 2003
through 2007. The Company provides only off-net (resale) services in Pennsylvania and
has verbally taken the position that it does not owe such taxes.






	 	2.	 	The information set forth on Section 4.14(c) of this Company Disclosure Letter is
incorporated herein by reference. The Company has accrued for amounts due under the
Commercial Rent Tax audit and subsequent unfiled returns.
	 
	 	3.	 	The Company has collected sales taxes from customers and is in the process of filing
returns for prior periods in New Jersey and California. As of April 30, 2009, the Company
has liabilities on its trial balance for amounts collected of $150,564 for New Jersey and
$3,211 for California. New Jersey sales tax returns are being prepared for the periods from
July 2004 to the current date. California sales tax returns are being prepared for the
periods from July 2008 to the current date. The Company expects to complete and mail such
returns in the near future.
	 
	 	4.	 	The Company is in the process of filing returns for prior periods in respect of
payroll taxes in the City of Newark, New Jersey.




Section 4.14(e)





	 	 	In connection with the Utility Tax audit, the Company has provided power of attorney to its tax
accounting firm, PriceWaterhouseCoopers.




 - 25 - 









 












			
	Section 4.15	 	Environmental Liability




None.






 - 26 - 









 









			
	Section 4.16	 	Real Properties




Section 4.16(b)(i) — Properties




	 	 	 	 	 	 	 
	 	 	 	 	Leased,	 	 
	 	 	 	 	Owned or	 	 
	Address	 	Use	 	Licensed	 	Landlord
	60 Hudson Street, Suite
1903 and Suite 1211, 

New York,
NY

	 	Carrier Hotel
	 	Leased
	 	Agreement of Lease, between 60
Hudson Owner LLC (successor to Hudson
Telegraph Associates) and FiberNet
Equal Access, dated as of February 17,
1998 (as amended)
	 
	 	 	 	 	 	 
	60 Hudson Street, New York,
NY

	 	Carrier Hotel
	 	Licensed
	 	Switch Partition and License
Agreement between Sirius
Telecommunications, Inc. and FiberNet
Equal Access dated April 22, 2003
	 
	 	 	 	 	 	 
	60 Hudson Street, 23rd Fl &

9th Fl, New York, NY

	 	Carrier Hotel
	 	Licensed
	 	Interconnection Facilities
License Terms and Conditions dated
July 31, 2008 between Telx, LLC and
FiberNet Telecom, Inc.
	 
	 	 	 	 	 	 
	60 Hudson Street, New York,
NY

	 	Carrier Hotel
	 	Licensed
	 	Co-Location and Facilities
Management Services Agreement between
Switch and Data Management Company LLC
and the Company dated December 2,
1999
	 
	 	 	 	 	 	 
	60 Hudson Street, MMR, New
York, NY

	 	Carrier Hotel
	 	Leased
	 	Agreement of Lease, between 60
Hudson Owner LLC (successor to
Westport Communications, LLC) and
FiberNet Equal Access, dated as of
April 1, 2001 (as amended)
	 
	 	 	 	 	 	 
	220 West 42nd
Street, New York, NY 10036

	 	Corporate Office
	 	Leased
	 	Sublease Agreement, between
Esquire Deposition Services, LLC and
the Company, dated as of October 7,
2008
	 
	 	 	 	 	 	 
	One Gateway Plaza, Newark,
NJ

	 	Corporate Office;
NOC
	 	Leased
	 	Lease Agreement, between
FiberNet Equal Access and Gateway I
Newark, L.L.C., dated as of June 28,
2000 (as amended)
	 
	 	 	 	 	 	 
	180 W. Park Avenue,
Elmhurst, IL

	 	Corporate Office
	 	Leased
	 	Office Lease between the
Company and the City of Elmhurst dated
November 6, 2008
	 
	 	 	 	 	 	 
	75 Broad Street, New York,
NY

	 	Carrier Hotel
	 	Licensed
	 	Agreement for Collocation Space
between Access Integrated
Technologies, Inc and FiberNet Equal
Access dated April 12, 2000






 - 27 - 









 





	 	 	 	 	 	 	 
	 	 	 	 	Leased,	 	 
	 	 	 	 	Owned or	 	 
	Address	 	Use	 	Licensed	 	Landlord
	75 Broad Street, New York,
NY

	 	Carrier Hotel
	 	Licensed
	 	Agreement for Collocation Space
between New Global Telecom, Inc.,
Local Fiber and FiberNet Equal Access
dated April 12, 2000
	 
	 	 	 	 	 	 
	601 W 26th Street, New
York, NY

	 	Carrier Hotel
	 	Licensed
	 	Equipment Co-Location and
Maintenance Service Agreement between
FiberNet Equal Access and Broadview
Networks Inc. dated September 19,
2002
	 
	 	 	 	 	 	 
	165 Halsey Street, Newark,
NJ

	 	Carrier Hotel
	 	Leased
	 	Lease Agreement between Market
Halsey Urban Renewal, LLC and Local
Fiber, LLC dated August 24, 1998
	 
	 	 	 	 	 	 
	111 Eighth Avenue, New
York, NY

	 	Carrier Hotel
	 	Leased
	 	Lease Agreement, dated February
29, 2000 between 111 Chelsea Commerce
LP and FiberNet Equal Access (as
amended)
	 
	 	 	 	 	 	 
	111 Eighth Avenue, New
York, NY

	 	Carrier Hotel
	 	Licensed
	 	Terms for Delivery of Service
between Level 3 Communications and the
Company dated January 25, 2002
	 
	 	 	 	 	 	 
	111 Eighth Avenue, New
York, NY

	 	Carrier Hotel
	 	Licensed
	 	License Agreement between NYC
Connect LLC and FiberNet Equal Access
dated July 31, 2003
	 
	 	 	 	 	 	 
	111 Eighth Avenue, New
York, NY

	 	Carrier Hotel
	 	Licensed
	 	Co-Location and Facilities
Management Services Agreement between
the Company and Switch & Data dated
December 2, 1999
	 
	 	 	 	 	 	 
	111 Pavonia Avenue, Jersey
City, NJ

	 	Carrier Hotel
	 	Licensed
	 	Facilities Management License
Agreement dated between 111 Property
Holding LLC and FiberNet Equal Access
dated October 30, 2000
	 
	 	 	 	 	 	 
	1101 Stewart Avenue, Garden
City, NY

	 	Carrier Hotel
	 	Licensed
	 	Collocation Agreement between
AboveNet Communications, Inc. (fka
Metromedia Fiber Network Services,
Inc.) and Local Fiber dated June 20,
2000
	 
	 	 	 	 	 	 
	32 Avenue of the Americas,
New York, NY

	 	Carrier Hotel
	 	Licensed
	 	Telecommunications Space
License between FiberNet Equal Access
and Rudin Management Company, Inc.
December 19, 2001
	 
	 	 	 	 	 	 
	33 Thomas Street, New York,
NY

	 	Carrier Hotel
	 	Licensed
	 	Amended and Restated AT&T
Master Carrier Agreement between AT&T
Corp. and the Company dated October
26, 2005






 - 28 - 









 





	 	 	 	 	 	 	 
	 	 	 	 	Leased,	 	 
	 	 	 	 	Owned or	 	 
	Address	 	Use	 	Licensed	 	Landlord
	25 Broadway, New York,
NY

	 	Carrier Hotel
	 	Licensed
	 	Telehouse 25 Broadway Center
Carrier Co-Location License between
FiberNet Equal Access and Telehouse
Internal Corporation of America dated
December 22, 2000
	 
	 	 	 	 	 	 
	325 Hudson Street, New
York, NY

	 	Carrier Hotel
	 	Licensed
	 	Terms and Conditions for
Delivery of Service between FLAG
Telecom Network USA Limited, Local
Fiber and FiberNet Equal Access dated
July 1, 2001
	 
	 	 	 	 	 	 
	600 S. Federal Plaza,
Chicago, IL

	 	Carrier Hotel
	 	Leased
	 	Office Lease between FiberNet
Equal Access and Waterton Printers
Square, LLC dated July 17, 2000
	 
	 	 	 	 	 	 
	600 W. 7th Street, Los
Angeles, CA

	 	Carrier Hotel
	 	Licensed
	 	License Agreement for Use of
Collocation Space between FiberNet
Equal Access and GIP 7th Street, LLP
dated September 14, 2000
	 
	 	 	 	 	 	 
	707 Wilshire, Los Angeles,
CA

	 	Carrier Hotel
	 	Leased
	 	707 Wilshire Tower Office Lease
between First Interstate Tower and
FiberNet Equal Access dated October
12, 2000
	 
	 	 	 	 	 	 
	530 W 6th Street, Los
Angeles, CA

	 	Carrier Hotel
	 	Licensed
	 	License Agreement for Use of
Colocation Space between IX2 Center,
LLC and FiberNet Equal Access dated
October 11, 2000
	 
	 	 	 	 	 	 
	530 W 6th Street, Los
Angeles, CA

	 	Carrier Hotel
	 	Licensed
	 	License Agreement for Use of
Colocation Space between Network
Access Center-LA, LLC and FiberNet
Equal Access dated September
21, 2004
	 
	 	 	 	 	 	 
	600 South Grand Avenue, Los
Angeles, CA

	 	Carrier Hotel
	 	Licensed
	 	Master Service Agreement
between Equinix Operating Co., Inc.
and the Company dated August 14,
2002
	 
	 	 	 	 	 	 
	624 South Grand Ave

	 	Carrier Hotel
	 	Licensed
	 	1. License Agreement for Use
of Telecommunications Conduit and
Conduit Interconnection Room between
One Wilshire Arcade Imperial, Ltd. and
FiberNet Equal Access dated November 15, 2000 2. License and Service
Agreement between Carlyle One Wilshire
II, LP and FiberNet dated February 6,
2007






 - 29 - 









 





	 	 	 	 	 	 	 
	 	 	 	 	Leased,	 	 
	 	 	 	 	Owned or	 	 
	Address	 	Use	 	Licensed	 	Landlord
	1200 West 7th Street, Los
Angeles, CA

	 	Carrier Hotel
	 	Licensed
	 	License for Use of Colocation
Space between IX2 Networks, LLC and FiberNet Equal
Access dated September 29, 2003
	 
	 	 	 	 	 	 
	150 East 42nd Street, New
York, NY

	 	Commercial
Building
	 	Licensed
	 	Telecommunications Services
License Agreement between Hiro Real Estate Co. and
Devnet dated December 14, 1999
	 
	 	 	 	 	 	 
	650 Madison Avenue, New York,
NY

	 	Commercial
Building
	 	Licensed
	 	Telecommunications Services
License Agreement between Hiro Real Estate Co. and
Devnet dated December 14, 1999
	 
	 	 	 	 	 	 
	100 Broadway, New York,
NY

	 	Commercial
Building
	 	Licensed
	 	Telecommunications Services
License Agreement between Hiro Real Estate Co. and
Devnet dated December 14, 1999
	 
	 	 	 	 	 	 
	20 North Clark, Chicago, IL

	 	Commercial
Building
	 	Licensed
	 	Telecommunications Services
License Agreement between Hiro Real Estate Co. and
Devnet dated December 14, 1999
	 
	 	 	 	 	 	 
	77 West Wacker, Chicago, IL

	 	Commercial
Building
	 	Licensed
	 	Telecommunications Services
License Agreement between 77 West Wacker Drive, L.L.C.
and Devnet dated March 23, 2000
	 
	 	 	 	 	 	 
	208 South LaSalle, Chicago,
IL

	 	Commercial
Building
	 	Licensed
	 	Telecommunications Services
License Agreement between LaSalle-Adams, L.L.C. and
Devnet dated March 23, 2000
	 
	 	 	 	 	 	 
	330 North Wabash, Chicago,
IL

	 	Commercial
Building
	 	Licensed
	 	Telecommunications Services
License Agreement between 330 N. Wabash Avenue, L.L.C.
and Devnet dated March 23, 2000
	 
	 	 	 	 	 	 
	33 West Monroe, Chicago, IL

	 	Commercial
Building
	 	Licensed
	 	Telecommunications Services
License Agreement between 33 W. Monroe, L.L.C. and
Devnet dated March 23, 2000
	 
	 	 	 	 	 	 
	180 North LaSalle, Chicago,
IL

	 	Commercial
Building
	 	Licensed
	 	Telecommunications Services
License Agreement between American National Bank and
Trust Company of Chicago and Devnet dated March 23,
2000
	 
	 	 	 	 	 	 
	3930 Ventura Dr — Tech Center,
Arlington Heights, IL

	 	Commercial
Building
	 	Licensed
	 	Telecommunications Services
License Agreement between Wilke-Ventura, L.L.C. and
Devnet dated March 23, 2000






 - 30 - 









 





	 	 	 	 	 	 	 
	 	 	 	 	Leased,	 	 
	 	 	 	 	Owned or	 	 
	Address	 	Use	 	Licensed	 	Landlord
	3800 North Wilke Road
— Towers I and II, Arlington
Heights, IL

	 	Commercial
Building
	 	Licensed
	 	Telecommunications Services
License Agreement between
Wilke-Ventura, L.L.C. and Devnet dated
March 23, 2000
	 
	 	 	 	 	 	 
	3850
North Wilke Rd — Tower
II, Arlington Heights, IL

	 	Commercial
Building
	 	Licensed
	 	Telecommunications Services
License Agreement between
Wilke-Ventura, L.L.C. and Devnet dated
March 23, 2000
	 
	 	 	 	 	 	 
	4100 Madison Street,
Hillside, IL

	 	Commercial
Building
	 	Licensed
	 	Telecommunications Services
License Agreement between 4100 Madison
Street, L.L.C. and Devnet dated March
23, 2000
	 
	 	 	 	 	 	 
	850 Technology Way,
Libertyville, IL

	 	Commercial
Building
	 	Licensed
	 	Telecommunications Services
License Agreement between Libertyville
Corporate Office Park, L.L.C. and
Devnet dated March 23, 2000
	 
	 	 	 	 	 	 
	870 Technology Center,
Libertyville, IL

	 	Commercial
Building
	 	Licensed
	 	Telecommunications Services
License Agreement between Libertyville
Corporate Office Park, L.L.C. and
Devnet dated March 23, 2000
	 
	 	 	 	 	 	 
	4343 Commerce Court, Lisle,
IL

	 	Commercial
Building
	 	Licensed
	 	Telecommunications Services
License Agreement between 4343
Commerce Court, L.L.C. and Devnet
dated March 23, 2000
	 
	 	 	 	 	 	 
	280 Shuman Boulevard,
Naperville, IL

	 	Commercial
Building
	 	Licensed
	 	Telecommunications Services
License Agreement between 280
Shuman Blvd., L.L.C. and Devnet dated
March 23, 2000
	 
	 	 	 	 	 	 
	2000 York Road, Oak Brook,
IL

	 	Commercial
Building
	 	Licensed
	 	Telecommunications Services
License Agreement between 2000 York
Road, L.L.C. and Devnet dated March
23, 2000
	 
	 	 	 	 	 	 
	800 Jorie Boulevard, Oak
Brook, IL

	 	Commercial
Building
	 	Licensed
	 	Telecommunications Services
License Agreement between 800 Jorie
Blvd., L.L.C. and Devnet dated March
23, 2000
	 
	 	 	 	 	 	 
	810 Jorie Boulevard, Oak
Brook, IL

	 	Commercial
Building
	 	Licensed
	 	Telecommunications Services
License Agreement between 800 Jorie
Blvd., L.L.C. and Devnet dated March
23, 2000
	 
	 	 	 	 	 	 
	6400 Shafer Court, Rosemont,
IL

	 	Commercial
Building
	 	Licensed
	 	Telecommunications Services
License Agreement between 6400 Shafer
Court, L.L.C. and Devnet dated March
23, 2000






 - 31 - 









 





	 	 	 	 	 	 	 
	 	 	 	 	Leased,	 	 
	 	 	 	 	Owned or	 	 
	Address	 	Use	 	Licensed	 	Landlord
	1699 East Woodfield Road,
Schaumburg, IL

	 	Commercial Building
	 	Licensed
	 	Telecommunications Services
License Agreement between 1699 E.
Woodfield Road, L.L.C. and Devnet
dated March 23, 2000
	 
	 	 	 	 	 	 
	2000 Algonquin Road,
Schaumburg, IL

	 	Commercial Building
	 	Licensed
	 	Telecommunications Services
License Agreement between 2000
Algonquin Road, L.L.C. and Devnet
dated March 23, 2000
	 
	 	 	 	 	 	 
	2010 Algonquin Road,
Schaumburg, IL

	 	Commercial Building
	 	Licensed
	 	Telecommunications Services
License Agreement between 2010
Algonquin Road, L.L.C. and Devnet
dated March 23, 2000
	 
	 	 	 	 	 	 
	2020 Algonquin Road,
Schaumburg, IL

	 	Commercial Building
	 	Licensed
	 	Telecommunications Services
License Agreement between 2020
Algonquin Road, L.L.C. and Devnet
dated March 23, 2000
	 
	 	 	 	 	 	 
	2030 Algonquin Road,
Schaumburg, IL

	 	Commercial Building
	 	Licensed
	 	Telecommunications Services
License Agreement between 2030
Algonquin Road, L.L.C. and Devnet
dated March 23, 2000
	 
	 	 	 	 	 	 
	2040 Algonquin Road,
Schaumburg, IL

	 	Commercial Building
	 	Licensed
	 	Telecommunications Services
License Agreement between 2040
Algonquin Road, L.L.C. and Devnet
dated March 23, 2000
	 
	 	 	 	 	 	 
	2050 Algonquin Road,
Schaumburg, IL

	 	Commercial Building
	 	Licensed
	 	Telecommunications Services
License Agreement between 2050
Algonquin Road, L.L.C. and Devnet
dated March 23, 2000
	 
	 	 	 	 	 	 
	2060 Algonquin Road,
Schaumburg, IL

	 	Commercial Building
	 	Licensed
	 	Telecommunications Services
License Agreement between 2060
Algonquin Road, L.L.C. and Devnet
dated March 23, 2000
	 
	 	 	 	 	 	 
	1990 Algonquin Road,
Schaumburg, IL

	 	Commercial Building
	 	Licensed
	 	Telecommunications Services
License Agreement between 1990
Algonquin Road, L.L.C. and Devnet
dated March 23, 2000
	 
	 	 	 	 	 	 
	1700 East Golf Road,
Schaumburg, IL

	 	Commercial Building
	 	Licensed
	 	Telecommunications Services
License Agreement between Two Century
Centre, L.L.C. and Devnet dated March
23, 2000
	 
	 	 	 	 	 	 
	2205 Enterprise Drive — Bldg
1, Westchester, IL

	 	Commercial Building
	 	Licensed
	 	Telecommunications Services
License Agreement between Enterprise
Drive, L.L.C. and Devnet dated March
23






 - 32 - 









 





	 	 	 	 	 	 	 
	 	 	 	 	Leased,	 	 
	 	 	 	 	Owned or	 	 
	Address	 	Use	 	Licensed	 	Landlord
	2215 Enterprise Drive -

Bldg 2, Westchester, IL

	 	Commercial
Building
	 	Licensed
	 	Telecommunications Services
License Agreement between Enterprise
Drive, L.L.C. and Devnet dated March
23, 2000
	 
	 	 	 	 	 	 
	2225 Enterprise Drive -

Bldg 3, Westchester, IL

	 	Commercial
Building
	 	Licensed
	 	Telecommunications Services
License Agreement between Enterprise
Drive, L.L.C. and Devnet dated March
23, 2000
	 
	 	 	 	 	 	 
	2235 Enterprise Drive -

Bldg 4, Westchester, IL

	 	Commercial
Building
	 	Licensed
	 	Telecommunications Services
License Agreement between Enterprise
Drive, L.L.C. and Devnet dated March
23, 2000
	 
	 	 	 	 	 	 
	2245 Enterprise Drive -

Bldg 5, Westchester, IL

	 	Commercial
Building
	 	Licensed
	 	Telecommunications Services
License Agreement between Enterprise
Drive, L.L.C. and Devnet dated March
23, 2000
	 
	 	 	 	 	 	 
	2675 North Mayfair Road, 

Wauwatosa, WI

	 	Commercial
Building
	 	Licensed
	 	Telecommunications Services
License Agreement between 2675 N.
Mayfair Road, L.L.C. and Devnet dated
March 23, 2000
	 
	 	 	 	 	 	 
	2255 Enterprise Drive - Bldg
6, Westchester, IL

	 	Commercial
Building
	 	Licensed
	 	Telecommunications Services
License Agreement between Enterprise
Drive, L.L.C. and Devnet dated March
23, 2000
	 
	 	 	 	 	 	 
	2305 Enterprise Drive, 

Westchester, IL

	 	Commercial
Building
	 	Licensed
	 	Telecommunications Services
License Agreement between Enterprise
Drive, L.L.C. and Devnet dated March
23, 2000
	 
	 	 	 	 	 	 
	2315 Enterprise Drive, 

Westchester, IL

	 	Commercial
Building
	 	Licensed
	 	Telecommunications Services
License Agreement between Enterprise
Drive, L.L.C. and Devnet dated March
23, 2000
	 
	 	 	 	 	 	 
	740 Pasquinelli Drive, 

Westmont, IL

	 	Commercial
Building
	 	Licensed
	 	Telecommunications Services
License Agreement between Brush Hill
Office Center, L.L.C. and Devnet dated
March 23, 2000
	 
	 	 	 	 	 	 
	750 Pasquinelli Drive, 

Westmont, IL

	 	Commercial
Building
	 	Licensed
	 	Telecommunications Services
License Agreement between Brash Hill
Office Center, L.L.C. and Devnet dated
March 23, 2000
	 
	 	 	 	 	 	 
	760 Pasquinelli Drive, 

Westmont, IL

	 	Commercial
Building
	 	Licensed
	 	Telecommunications Services
License Agreement between Brush Hill
Office Center, L.L.C. and Devnet dated
March 23, 2000






 - 33 - 









 





	 	 	 	 	 	 	 
	 	 	 	 	Leased,	 	 
	 	 	 	 	Owned or	 	 
	Address	 	Use	 	Licensed	 	Landlord
	770 Pasquinelli Drive,
Westmont, IL

	 	Commercial Building
	 	Licensed
	 	Telecommunications Services
License Agreement between Brush Hill
Office Center, L.L.C. and Devnet dated
March 23, 2000
	 
	 	 	 	 	 	 
	1900 East Ninth Street,
Cleveland, Ohio

	 	Commercial Building
	 	Licensed
	 	Telecommunications Services
License Agreement between BRE/City
Center L.L.C. and Devnet dated March
23, 2000
	 
	 	 	 	 	 	 
	895 Dove Street, Newport
Beach, CA

	 	Commercial Building
	 	Licensed
	 	Telecommunications Services
License Agreement between Glenborough
Fund VIII, LLC and Devnet dated May
10, 2000
	 
	 	 	 	 	 	 
	2850 South Redhill Avenue, 


Santa Ana, California

	 	Commercial Building
	 	Licensed
	 	Telecommunications Services
Lease Agreement between LNR Redhill
LLC and Devnet dated May 10, 2000
	 
	 	 	 	 	 	 
	1700 Broadway, New York,
NY

	 	Commercial Building
	 	Licensed
	 	License Agreement for
Telecommunications Services between 1700 Broadway Co. and FiberNet Equal
Access dated August 26, 1997
	 
	 	 	 	 	 	 
	195 Broadway, New York,
NY

	 	Commercial Building
	 	Licensed
	 	License Agreement for
Telecommunications Services between
195 Property Company and FiberNet
Equal Access dated March 14, 2000
	 
	 	 	 	 	 	 
	Gateway Plaza IV, Newark,
NJ

	 	Commercial Building
	 	Licensed
	 	License Agreement for
Telecommunications Services between
Newark Acquisition I, LLC and FiberNet
Equal Access dated August 11,
2000
	 
	 	 	 	 	 	 
	375 Hudson Street, New York,
NY

	 	Commercial Building
	 	Licensed
	 	License Agreement for
Telecommunications Services between
TST 375 Hudson, L.L.C. and FiberNet
Equal Access dated March 20, 2000
	 
	 	 	 	 	 	 
	122 East 42nd Street, New
York, NY

	 	Commercial Building
	 	Licensed
	 	License Agreement for
Telecommunications Services between
122 East 42nd Street LLC
and FiberNet Equal Access dated August
24, 2000
	 
	 	 	 	 	 	 
	1301 Avenue of Americas,

 New
York, NY

	 	Commercial Building
	 	Licensed
	 	Amended and Restated License
Agreement for Telecommunications
Services between 1301 Properties,
L.L.C. and FiberNet Equal Access dated
June 30, 1999






 - 34 - 









 





	 	 	 	 	 	 	 
	 	 	 	 	Leased,	 	 
	 	 	 	 	Owned or	 	 
	Address	 	Use	 	Licensed	 	Landlord
	405 Lexington, New York,
NY

	 	Commercial Building
	 	Licensed
	 	License Agreement for
Telecommunications Services between
405 Lexington, L.L.C. and FiberNet
Equal Access dated June 30, 1999
	 
	 	 	 	 	 	 
	666 Third Ave, New York,
NY

	 	Commercial Building
	 	Licensed
	 	License Agreement for
Telecommunications Services between
405 Lexington, L.L.C. and FiberNet
Equal Access dated June 30, 1999
	 
	 	 	 	 	 	 
	520 Madison, New York, NY

	 	Commercial Building
	 	Licensed
	 	License Agreement for
Telecommunications Services between
520 Madison Limited Partnership and
FiberNet Equal Access dated August 7,
1997
	 
	 	 	 	 	 	 
	300 Park Avenue, New York,
NY

	 	Commercial Building
	 	Licensed
	 	License Agreement for
Telecommunications Services between
TST 300 Park, L.P. and FiberNet Equal
Access dated April 10, 2000
	 
	 	 	 	 	 	 
	525 West Monroe, Chicago,
IL

	 	Commercial Building
	 	Licensed
	 	Amended and Restated License
Agreement for Telecommunications
Services between TST 525 West Monroe,
L.L.C. and FiberNet Equal Access dated
August 11, 2000
	 
	 	 	 	 	 	 
	55 East Monroe, Chicago, IL

	 	Commercial Building
	 	Licensed
	 	License Agreement for
Telecommunications Services between
TST 55 East Monroe, L.L.C. and
FiberNet Equal Access dated April 10,
2000
	 
	 	 	 	 	 	 
	555 Market Street, San
Francisco, CA

	 	Commercial Building
	 	Licensed
	 	License Agreement for
Telecommunications Services between
RREEF America REIT III Corp. F & SF
Market Street, LP and FiberNet Equal
Access dated April 10, 2000
	 
	 	 	 	 	 	 
	575 Market Street, San
Francisco, CA

	 	Commercial Building
	 	Licensed
	 	License Agreement for
Telecommunications Services between
RREEF America REIT III Corp. F & SF
Market Street, LP and FiberNet Equal
Access dated April 10, 2000
	 
	 	 	 	 	 	 
	141
West Jackson (CBOT) — Main, 


Chicago, IL

	 	Commercial Building
	 	Licensed
	 	License Agreement for
Telecommunications Services between
FiberNet Equal Access and The Board of
Trade of the City of Chicago dated May
24, 2000






 - 35 - 









 





	 	 	 	 	 	 	 
	 	 	 	 	Leased,	 	 
	 	 	 	 	Owned or	 	 
	Address	 	Use	 	Licensed	 	Landlord
	141 West Jackson (CBOT) — 

Annex, Chicago, IL

	 	Commercial Building
	 	Licensed
	 	License Agreement for
Telecommunications Services between
FiberNet Equal Access and The Board of
Trade of the City of Chicago dated May
24, 2000
	 
	 	 	 	 	 	 
	666 Fifth Avenue, New York,
NY

	 	Commercial Building
	 	Licensed
	 	License Agreement for
Telecommunications Services between
666 Fifth, L.P. and FiberNet Equal
Access dated July 31, 2000
	 
	 	 	 	 	 	 
	125 High Street, Boston,
MA

	 	Commercial Building
	 	Licensed
	 	License Agreement for
Telecommunications Services between
125 High Street, L.P. and FiberNet
Equal Access dated August 8, 2000
	 
	 	 	 	 	 	 
	11 Great Oaks Blvd, San
Jose, CA

	 	Carrier Hotel
	 	Licensed
	 	Master Service Agreement dated
as of August 14, 2002 between Equinix
Operating Co., Inc. and the
Company
	 
	 	 	 	 	 	 
	111 8th Avenue, NY, NY

	 	Carrier Hotel
	 	Licensed
	 	Master Communications Agreement
between FiberNet Telecom, Inc. and BCE
Nexxia Corporation dated April 27,
2006
	 
	 	 	 	 	 	 
	350 East Cermack, Chicago,
IL

	 	Carrier Hotel
	 	Licensed
	 	Interconnection Facilities
License Terms and Conditions dated
July 31, 2008 between Telx, LLC and
FiberNet Telecom, Inc.
	 
	 	 	 	 	 	 
	350 East Cermack, Chicago,
IL

	 	Carrier Hotel
	 	Licensed
	 	Master Service Agreement dated
as of August 14, 2002 between Equinix
Operating Co., Inc. and the
Company
	 
	 	 	 	 	 	 
	530 6th Street, Los Angeles,
CA

	 	Carrier Hotel
	 	Licensed
	 	Terms and Conditions for
Delivery of Service dated June 22,
2000 between Arbinet Holdings, Inc.
and Local Fiber, LLC and FiberNet
Equal Access, LLC (as amended)
	 
	 	 	 	 	 	 
	624 S. Grand Street, Los
Angeles, CA

	 	Carrier Hotel
	 	Licensed
	 	License for Use of Colocation
Space dated November 20, 2008 between
IX2 Wilshire, LLC and FiberNet
Telecom, Inc. (as amended)
	 
	 	 	 	 	 	 
	NE 9th Street, Miami, FL

	 	Carrier Hotel
	 	Licensed
	 	Services Agreement between
FiberNet Telecom, Inc. and Terremark
North America, Inc. dated September 3,
2008







 - 36 - 












 





Section 4.16 Real Properties



Section 4.16(b)(ii) — Leased Properties




	 	 	 	 	 
	Address	 	Use	 	Landlord
	60 Hudson Street, Suite 1903
and Suite 1211, New York, NY

	 	Carrier Hotel
	 	Agreement of Lease, between
60 Hudson Owner LLC (successor
to Hudson Telegraph Associates)
and FiberNet Equal Access, dated
as of February 17, 1998 (as
amended)
	 
	60 Hudson Street, MMR,
New York, NY

	 	Carrier Hotel
	 	Agreement of Lease, between
60 Hudson Owner LLC (successor
to Westport Communications, LLC)
and FiberNet Equal Access, dated
as of April 1, 2001 (as amended)
	 
	220 West 42nd Street, New
York, NY 10036

	 	Corporate Office
	 	Sublease Agreement, between
Esquire Deposition Services, LLC
and the Company, dated as of
October 7, 2008
	 
	One Gateway Plaza, Newark,
NJ

	 	Corporate Office;
NOC
	 	Lease Agreement, between
FiberNet Equal Access and
Gateway I Newark, L.L.C., dated as
of June 28, 2000 (as amended)
	 
	180 W. Park Avenue,
Elmhurst, IL

	 	Corporate Office
	 	Office Lease between the Company
and the City of Elmhurst dated
November 6, 2008
	 
	165 Halsey Street, Newark,
NJ

	 	Carrier Hotel
	 	Lease Agreement between Market
Halsey Urban Renewal, LLC and
Local Fiber, LLC dated August 24,
1998
	 
	111 Eighth Avenue, New
York, NY

	 	Carrier Hotel
	 	Lease Agreement, dated February
29, 2000 between 111 Chelsea
Commerce LP and FiberNet Equal
Access (as amended)
	 
	600 S. Federal Plaza,
Chicago, IL

	 	Carrier Hotel
	 	Office Lease between FiberNet
Equal Access and Waterton Printers
Square, LLC dated July 17, 2000
	 
	707 Wilshire, Los Angeles,
CA

	 	Carrier Hotel
	 	707 Wilshire Tower Office Lease
between First Interstate Tower and
FiberNet Equal Access dated
October 12, 2000






- 37 -









 





Section 4.17 Permits; Compliance with Laws



None.




- 38 -









 





Section 4.18 Intellectual Property



Section 4.18(a)





Pursuant to U.S. Trademark Application No. 78/716561 as filed on September 20, 2005 (the
“Availius Application”), the Company filed a service mark and design application with the USPTO
to register the AVAILIUS tradename and logo. In respect of the Availius Application, Availity,
L.L.C. was granted an extension by the U.S. Patent and Trademark Office (“USPTO”) until April 4,
2007 in order to consider whether to file a formal opposition to the granting of the AVALIUS
trademark in order to address the likelihood of confusion between its mark AVAILITY and the
Company’s AVAILIUS. The Company and Availity held settlement negotiations to resolve the
trademark dispute but were unable to reach any such resolution. The Company abandoned the
Availius Application, and as of March 2, 2009, the USPTO declared such application officially
abandoned.


Section 4.18(c)





	 	1.	 	Pursuant to U.S. Trademark Application No. 78/716561 as filed on September 20, 2005
(the “Availius Application”), the Company filed a service mark and design application with
the U.S. Patent and Trademark Office (“USPTO”) to register the AVAILIUS tradename and logo.
In respect of the Availius Application, Availity, L.L.C. was granted an extension by the
USPTO until April 4, 2007 in order to consider whether to file a formal opposition to the
granting of the AVALIUS trademark in order to address the likelihood of confusion between
its mark AVAILITY and the Company’s AVAILIUS. The Company and Availity held settlement
negotiations to resolve the trademark dispute but were unable to reach any such resolution.
The Company abandoned the Availius Application, and as of March 2, 2009, the USPTO declared
such application officially abandoned.
	 
	 	2.	 	FIBERNET & DESIGN, a registered mark in the United States that was assigned to the
Company on March 11, 2008, Registration No. 3,395,986, for “communications services,
namely, providing broadband connectivity for data, voice and video transmission on its
fiber optic networks in major metropolitan areas; providing access management services,
namely, the exclusive right to manage telecommunication networks in buildings, in Class 38
(U.S. CLS. 100, 101 and 104);” and for “computer colocation services, namely, providing
customers with the ability to locate their communications and networking equipment at
carrier point facilities; computer network design services for others, in Class 42 (U.S.
CLS. 100 and 101).
	 
	 	3.	 	MISCELLANEOUS DESIGN — (Green and Gray), a registered mark in the United States that
was assigned to the Company on January 1, 2008, Registration No. 3,361,370, for
“communications services, namely, providing broadband connectivity for data, voice and
video transmission on its fiber optic networks in major metropolitan areas; providing
access management services, namely, management of telecommunication networks in buildings,
in Class 38 (U.S. CLS. 100, 101 and 104);” and for “computer colocation services, namely,
providing customers with the ability to locate their communications and




- 39 -









 






	 	 	 	networking equipment at carrier point facilities; computer network design services
for others, in Class 42 (U.S. CLS. 100 and 101).
	 
	 	4.	 	MISCELLANEOUS DESIGN — (Black and White), a registered mark in the United States that
was assigned to the Company on December 11, 2007, Registration No. 3,350,844, for
“communications services, namely, providing broadband connectivity for data, voice and
video transmission on its fiber optic networks in major metropolitan areas; providing
access management services, namely, management of telecommunication networks in buildings,
in Class 38 (U.S. CLS. 100, 101 and 104);” and for “computer colocation services, namely,
providing customers with the ability to locate their communications and networking
equipment at carrier point facilities; computer network design services for others, in
Class 42 (U.S. CLS. 100 and 101).
	 
	 	5.	 	PHONOMENUM, a registered mark in the United States that was assigned to the Company on
January 16, 2007, Registration No. 3,198,383, for “telecommunications services, namely,
voice-over internet protocol (VoIP) services; providing telecommunications peering
connections for VoIP traffic exchange for carriers, cable operators and internet service
providers, in Class 38 (U.S. CLS. 100, 101 and 104).”




Section 4.18(d)





	 	1.	 	Pursuant to U.S. Trademark Application No. 78/716561 as filed on September 20, 2005
(the “Availius Application”), the Company filed a service mark and design application with
the U.S. Patent and Trademark Office (“USPTO”) to register the AVAILIUS tradename and logo.
In respect of the Availius Application, Availity, L.L.C. was granted an extension by the
USPTO until April 4, 2007 in order to consider whether to file a formal opposition to the
granting of the AVALIUS trademark in order to address the likelihood of confusion between
its mark AVAILITY and the Company’s AVAILIUS. The Company and Availity held settlement
negotiations to resolve the trademark dispute but were unable to reach any such resolution.
The Company abandoned the Availius Application, and as of March 2, 2009, the USPTO declared
such application officially abandoned.
	 
	 	2.	 	On July 14, 2004, the Company entered into a settlement agreement with Fibernet Group
Plc, a UK company, concerning usage of the “Fibernet” trademark in the European Community
by the Company and also in the United States by Fibernet Group Plc. Pursuant to the
agreement, the Company has the right to market its services under the mark “FiberNet USA”
in the European Union and Switzerland.





- 40 -









 





Section 4.19 Insurance



Section 4.19




          See attached.





- 41 -











 






SCHEDULE OF INSURANCE




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Policy Type	 	Policy #	 	Policy Expires	 	Carrier	 	 	 	Limits	 	 	 	 	 	Deductible	 	 	 	 	 	Premium
	 
	Directors & Officers Liability
	 	18030341	 	4/29/2010	 	Illinois National Insurance Co.	 	Each Claim/Aggregate	 	$	10,000,000	 	 	Securities Claims:	 	$	250,000	 	 	 	 	 	 	$	195,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	EPU Claims:	 	$	150,000	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	Full prior Acts Coverage	 	 	 	 	 	All Other Claims:	 	$	150,000	 	 	 	 	 	 	 	 	 
	Side A Directors & Officers Liability
	 	82116927	 	4/29/2010	 	Executive Risk Indemnity, Inc.	 	Each Claim/Aggregate 
(Excess of the Underlying 	 	$	5,000,000	 	 	Deductible	 	 	N/A	 	 	 	 	 	 	$	60,000	 
	 
	 	 	 	 	 	 	 	$10,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Miscellaneous Professional Liability
	 	18172308	 	4/29/2010	 	American International	 	Each Claim/Aggregate	 	$	5,000,000	 	 	Tech:	 	$	100,000	 	 	 	 	 	 	$	126,571	 
	 
	 	 	 	 	 	Speciality Lines Ins. Co.	 	Telecom Module Retro Date:	 	 	4/29/2000	 	 	Telecom:	 	$	100,000	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	NetAdvantage Pro Module Retro:	 	 	4/29/2000	 	 	MPL:	 	$	100,000	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	Technology Module Retro:	 	 	8/16/2005	 	 	Media:	 	$	0	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	Misc, Professional Module Retro:	 	 	8/16/2005	 	 	AP/PI:	 	$	0	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	NAP:	 	$	100,000	 	 	 	 	 	 	 	 	 
	Excess Professional Liability
	 	MPL1000158,09	 	4/29/2010	 	Lloyds of London (Hiscox)	 	Each Claim/Aggregate	 	$	5,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	75,943	 
	Employment Practices Liability
	 	EPL2824332	 	4/29/2010	 	Great American E&S Ins. Co.	 	Each Claim/Aggregate	 	$	3,000,000	 	 	Each Claim:	 	$	10,000	 	 	 	 	 	 	$	10,000	 
	 
	 
	 	 	 	 	 	 	 	Retroactive Date of Cover:	 	 	4/29/2000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	Prior & Pending Lit. Date:	 	 	4/29/2004	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Commercial Crime
	 	FA 0230740-09	 	4/29/2010	 	Hartford Fire Insurance Co.	 	Employee Theft	 	$	1,000,000	 	 	Emplyee Theft:	 	$	100,000	 	 	 	 	 	 	$	3,509	 
	 
	 	 	 	 	 	 	 	Forgery/Alteration	 	$	1,000,000	 	 	Forgery/Alteration:	 	$	100,000	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	Theft/Destruction	 	$	10,000	 	 	Theft/Destruction:	 	$	2,500	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	Computer Fraud	 	$	1,000,000	 	 	Computer Fraud:	 	$	100,000	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	Money Orders & Counterfeit Currency	 	$	50,000	 	 	Counterfeit Curr.:	 	$	0	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	Investigative Costs	 	$	10,000	 	 	Investigative Costs:	 	$	1,000	 	 	 	 	 	 	 	 	 
	Fiduciary Liability
	 	8181-0891	 	4/29/2010	 	Federal Insurance Co.	 	Each Claim/Aggregate	 	$	2,000,000	 	 	Non-Indemnifiable	 	None	 	 	 	 	 	$	6,050	 
	 
	 	 	 	 	 	(Chubb)	 	 	 	 	 	 	 	Indemnifiable	 	$	5,000	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	Prior & Pending Litigation Date:	 	 	5/25/2000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Commercial Automobile
	 	7352-19-19	 	4/29/2010	 	Federal Insurance Co.	 	Hired/Non-Owned Auto	 	$	1,000,000	 	 	Hired Car	 	$	500/$500	 	 	 	 	 	 	$	845	 
	 
	 	 	 	 	 	(Chubb)	 	 	 	 	 	 	 	Physical [Damage	 	 	 	 	 	 	 	 	 	 	 	 
	California Earthquake Coverage



Locations:
 


1. 530 W. 6th St, Los Angeles, CA 90014

2. 600 W. 7th St, Los Angeles, CA 90017



3. 624 S. Grand Ave., Los Angeles, CA 90017

4. 707 Wilshire Blvd., Los Angeles, CA 90017

5. 1200 W. 7th St., Los Angeles, CA 90017	 	XHO 2160910 00	 	4/29/2010	 	Insurance Co. of the West	 	 	 	$	1,900,000	 	 	A) 5% of the total values 

at risk at the time and

place of loss per

occurrence minimum $50,000

B) $25,000 All other Perils	 	 	 	 	 	 	$	15,800	 
	Commercial Umbrella Liability
	 	7983-69-73	 	4/29/2010	 	Federal Insurance Co.	 	Each Occurrence	 	$	10,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	16,500	 
	 
	 	 	 	 	 	 	 	Total Policy Aggregate	 	$	10,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	Products-Completed Ops	 	$	10,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	(Chubb)	 	Advertisin/Personal Injury:	 	$	10,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Workers Compensation & Employers
	 	10 WB KU6049	 	4/29/2010	 	The Hartford	 	Bodily Injury by Accident	 	$	1,000,000	 	 	 	 	 	 	 	 	 	 	Premium	 	$	31,316	 
	Liability
	 	 	 	 	 	 	 	Bodily Injury by Disease	 	$	1,000,000	 	 	 	 	 	 	 	 	 	 	Subject to year	 	 	 	 
	 
	 	 	 	 	 	 	 	(Policy Limit)	 	$	1,000,000	 	 	 	 	 	 	 	 	 	 	End Audit	 	 	 	 
	 
	 	 	 	 	 	 	 	Bodily Injury by Disease	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	(Each Employee)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







 










 


   



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Policy Type	 	Policy #	 	Policy Expires	 	Carrier	 	 	 	Limits	 	 	 	Deductible	 	 	 	Premium
	 
	Commercial Property Coverage

	 	3580-90-65 DTO
	 	4/29/2010
	 	Federal Insurance 	 	Blanket #1
	 	$	32,079,000	 	 	 	 	$	25,000	 	 	Premium
	 	 	138511	 
	 

	 	 	 	 	 	Co. (Chubb)
	 	Personal Property
	 	 	5/1, 10/1	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	EDP Property on Premises
	 	1/1, 2/1, 3/1, 4/1, 5/1, 6/1, 7/1, 8/1, 9/1,
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Leasehold Interest -
	 	 	10/1	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Improvements/Betterments
	 	 	4/1, 11/1	 	 	 	 	 	 	 	 	 	 	 	 	 
	Locations:

	 	 	 	 	 	 	 	Blanket #2
	 	$	16,426,000	 	 	 	 	 	 	 	 	 	 	 	 	 
	1. 1 Gateway Center, Newark, NJ 07102

	 	 	 	 	 	 	 	Business Income w/
	 	1/1, 2/1, 3/1, 4/1, 5/1, 6/1, 7/1, 8/1, 9/1,	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.
165 Halsey St., Newark, NJ 07102

	 	 	 	 	 	 	 	Extra Expense
	 	 	10/1, 11/1	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.
33 Thomas St., New York, NY 10007

	 	 	 	 	 	 	 	Blanket #3
	 	$	1,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 
	4. 111 8th Ave.-9th Fl., New York, NY 10011

	 	 	 	 	 	 	 	Business Income - Loss of
	 	1/1, 2/1, 3/1, 4/1, 5/1, 6/1, 7/1, 8/1, 9/1,	 	 	 	 	 	 	 	 	 	 	 	 	 
	5. 60 Hudson St.-19th & 12th Fl.,
 New York, NY

	 	 	 	 	 	 	 	Utilities
	 	 	10/1	 	 	 	 	 	 	 	 	 	 	 	 	 
	6. 60 Hudson St. Meet Me Room, NY, NY 10013

	 	 	 	 	 	 	 	Blanket #4
	 	$	1,000,000	 	 	 	 	$	5,000	 	 	 	 	 	 	 
	7. 800 West 7th, Los Angeles, CA 90017

	 	 	 	 	 	 	 	Accounts Receivable
	 	1/4, 2/1, 3/1, 4/1, 5/1, 6/1, 7/1, 8/1, 9/1,	 	 	 	 		 	 	 	 	 	 	 	 
	8. 707 Wilshire Blvd., Los Angeles, CA 90017

	 	 	 	 	 	 	 	on Premises
	 	 	10/1	 	 	 	 	 	 	 	 	 	 	 	 	 
	9. 1301 Ave. of the American, NY, NY 10019

	 	 	 	 	 	 	 	Blanket #5
	 	$	1,000,000	 	 	 	 	$	5,000	 	 	 	 	 	 	 
	10. 220 West 42nd St., New York, NY 10036

	 	 	 	 	 	 	 	Valuable Papers
	 	1/1, 2/1, 3/1, 4/1, 5/1, 6/1, 7/1, 8/1, 9/1,	 	 	 	 	 	 	 	 	 	 	 	 	 
	11. 60 Hudson St., New York, NY 10013

	 	 	 	 	 	 	 	on Premises
	 	 	10/1	 	 	 	 	 	 	 	 	 	 	 	 	 
	The Manner in which the Blanket applies is
shown on a Premises/Building basis. For
example, “1/1” means Premises 1/Building 1,

	 	 	 	 	 	 	 	Business Income -

Any Other Location
	 	$	150,000

	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Contingent Bl
	 	$	500,000	 	 	 	 	$	150,000	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	EDP Property -

Any Other Location
	 	$	350,000	 	 	 	 	$	5,000	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	T-I & B-AOL
	 	$	25,000	 	 	 	 	$	5,000	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Personal Property -

Any Other Location
	 	$	1,000,000	 	 	 	 	$	5,000	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Personal Property

In Transit
	 	$	500,000	 	 	 	 	$	5,000	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Business Income -

LOU for AOL
	 	$	100,000	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Earthquake (Excluding CA, New Madrid, and
any EQ Zonos)

	 	3580-90-65 DTO
	 	4/29/2010
	 	Federal Insurance Co.
(Chubb)
	 	Schedule #1

Policy Aggregate
	 	Premises: 1, 2, 3, 4, 5, 6, 9, 10, 11

$  5,000,000
	 	 	Property Damage
	 	$	50,000	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Each Occurrence
	 	$	5,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Waiting Period
	 	72 Hours
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Flood (C,X only)

	 	3580-95-65 DTO
	 	4/29/2010
	 	Federal Insurance
	 	Shedule #1
	 	Premises: 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11
	 	 	Property
	 	$	50,000	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Co. (Chubb)
	 	Policy Aggregate
	 	$	5,000,000	 	 	Damage	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Each Occurrence	 	$	5,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Waiting Period
	 	72 Hours
	 	 	 	 	 	 	 	 	 	 	 	 	 
	General Liability

	 	3580-90-65 DTO
	 	4/29/2010
	 	Federal Insurance Co. (Chubb)
	 	General Aggregate Limit -
	 	$	2,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Products/ Completed Operations
	 	$	2,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Each Occurrence
	 	$	1,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Advertising Injury/
Personal
Injury
	 	$	1,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Damage to Premises Rented
	 	$	1,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Medical Expenses
	 	$	10,000	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Employee Benefits Errors or Omissions

	 	3580-90-65 DTO
	 	 	 	 	 	Each Claim/Aggregate
	 	$	1,000,000	 	 	 	 	$	10,000	 	 	 	 	 	 	 



















 




Section 4.19 Insurance



Section 4.19(iii)





As reflected in the table set forth in Section 4.19 of this Company Disclosure Letter, the
Company has placed certain of its insurance policies with AIG.



- 42 -









 





Section 4.20 Takeover Statutes



None.




- 43 -









 





Section 4.21 Opinion of Financial Advisor



None.




- 44 -









 





Section 4.22 Brokers and Finders





	1.	 	Engagement Letter dated May 26, 2009 between Burnham Hill Partners and the Company.
	 
	2.	 	Letter Agreement dated May 21, 2009 between Vantage Advisors, LLC and the Company.





- 45 -









 





Section 4.23 Certain Payments



None.




- 46 -









 





Section 4.24 No Rights Plan



None.




- 47 -









 





Section 4.25 Related Party Transactions





	1.	 	Engagement Letter dated April 24, 2006 between Deutsche Bank Securities Inc. and the Company.
	 
	2.	 	Engagement Letter dated May 26, 2009 between Burnham Hill Partners and the Company.





- 48 -









 





Section 4.26 Suppliers and Customers




Section 4.26(a)





	 	1.	 	60 Hudson Owner, LLC
	 
	 	2.	 	XO Communications
	 
	 	3.	 	John O’ Hara Company
	 
	 	4.	 	Market Halsey Urban Renewal, LLC
	 
	 	5.	 	Nortel Networks Inc.





Section 4.26(b)





	 	1.	 	BT Americas Inc. (Note: the Company intends to reclaim BT’s colocation space in Suite
1903 at 60 Hudson Street, and BT has communicated to the Company that it will relinquish
such space in 2009.)
	 
	 	2.	 	Hypercube LLC
	 
	 	3.	 	Reliance (Note: the Company has been in discussions with Reliance regarding certain
discounts for services to be provided.)
	 
	 	4.	 	Level 3 Communications, LLC
	 
	 	5.	 	BCE Nexxia Corp.
	 
	 	6.	 	Verizon GNI
	 
	 	7.	 	Tata Communications
	 
	 	8.	 	Qwest Communications Corporation
	 
	 	9.	 	Orange Business Services
	 
	 	10.	 	MTS Allstream
	 
	 	11.	 	Deutsche Telekom
	 
	 	12.	 	Belgacom
	 
	 	13.	 	Comcast
	 
	 	14.	 	Savvis




- 49 -









 






	 	15.	 	Rogers Telecom




- 50 -









 











Section 4.27 Network Facilities and Operations



Section 4.27(a)




     See attached.




- 51 -













 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Jan-08	 	Feb-08	 	Mar-08	 	Apr-08	 	May-08	 	Jun-08	 	Jul-08	 	Aug-08	 	Sep-08	 	Oct-08	 	Nov-08	 	Dec-08
	Off Net
	 	 	61	 	 	 	49	 	 	 	56	 	 	 	87	 	 	 	84	 	 	 	96	 	 	 	76	 	 	 	73	 	 	 	70	 	 	 	86	 	 	 	77	 	 	 	73	 
	Fiber
	 	 	0	 	 	 	2	 	 	 	2	 	 	 	1	 	 	 	1	 	 	 	2	 	 	 	1	 	 	 	1	 	 	 	0	 	 	 	0	 	 	 	1	 	 	 	0	 
	Coax
	 	 	2	 	 	 	2	 	 	 	2	 	 	 	2	 	 	 	3	 	 	 	7	 	 	 	4	 	 	 	0	 	 	 	1	 	 	 	4	 	 	 	5	 	 	 	3	 
	Equipment
	 	 	6	 	 	 	1	 	 	 	7	 	 	 	10	 	 	 	5	 	 	 	11	 	 	 	12	 	 	 	4	 	 	 	10	 	 	 	9	 	 	 	11	 	 	 	8	 
	Infrastructure
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	Personnel Error
	 	 	2	 	 	 	1	 	 	 	1	 	 	 	3	 	 	 	0	 	 	 	1	 	 	 	2	 	 	 	1	 	 	 	0	 	 	 	3	 	 	 	1	 	 	 	3	 
	Vendor Type 2 Error
	 	 	13	 	 	 	9	 	 	 	10	 	 	 	18	 	 	 	15	 	 	 	12	 	 	 	14	 	 	 	25	 	 	 	14	 	 	 	18	 	 	 	19	 	 	 	12	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total
	 	 	84	 	 	 	64	 	 	 	78	 	 	 	121	 	 	 	108	 	 	 	129	 	 	 	109	 	 	 	104	 	 	 	95	 	 	 	120	 	 	 	114	 	 	 	99	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Jan-09	 	Feb-09	 	Mar-09	 	Apr-09	 	May-09	 	Jun-09	 	Jul-09	 	Aug-09	 	Sep-09	 	Oct-09	 	Nov-09	 	Dec-09
	Off Net
	 	 	72	 	 	 	93	 	 	 	87	 	 	 	81	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Fiber
	 	 	1	 	 	 	1	 	 	 	0	 	 	 	1	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Coax
	 	 	1	 	 	 	3	 	 	 	3	 	 	 	2	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Equipment
	 	 	7	 	 	 	9	 	 	 	9	 	 	 	8	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Infrastructure
	 	 	0	 	 	 	1	 	 	 	0	 	 	 	2	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Personnel Error
	 	 	2	 	 	 	0	 	 	 	3	 	 	 	0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Vendor Type 2 Error
	 	 	15	 	 	 	25	 	 	 	19	 	 	 	13	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total
	 	 	98	 	 	 	132	 	 	 	121	 	 	 	107	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






 









 






     



4-1-09 Invoicing




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUST ACCT	 	COMPANY NAME	 	ADJ DATE	 	 	REASON	 	AMT	 	 	PRODUCT ID	 	PRODUCT NAME	 	TBS NBR	 	A CLLI	 	A LOCATION	 	Z CLLI	 	Z LOCATION
	15623
	 	Hypercube LLC	 	 	3/20/2009	 	 	Feb MRC for disc order	 	 	(3,050.00	)	 	1071	 	DS3 TS	 	35633	 	LSAPCAYNF03	 	- 818 West 7th Street	 	LSVGNV01F01	 	- 745 East Tropicana
	15623
	 	Hypercube LLC	 	 	3/20/2009	 	 	Jan MRC for disc order	 	 	(3,050.00	)	 	1071	 	DS3 TS	 	35633	 	LSAPCAYNF03	 	- 818 West 7th Street	 	LSVGNV01F01	 	- 745 East Tropicana
	15623
	 	Hypercube LLC	 	 	3/20/2009	 	 	Nov 08 MRC for disc order	 	 	(3,050.00	)	 	1071	 	DS3 TS	 	35633	 	LSAPCAYNF03	 	- 818 West 7th Street	 	LSVGNV01F01	 	- 745 East Tropicana
	15623
	 	Hypercube LLC	 	 	3/20/2009	 	 	Oct 08 MRC for disc order	 	 	(3,050.00	)	 	1071	 	DS3 TS	 	35633	 	LSAPCAYNF03	 	- 818 West 7th Street	 	LSVGNV01F01	 	- 745 East Tropicana
	15623
	 	Hypercube LLC	 	 	3/20/2009	 	 	Dec 08 MRC for disc order	 	 	(3,050.00	)	 	1071	 	DS3 TS	 	35633	 	LSAPCAYNF03	 	- 818 West 7th Street	 	LSVGNV01F01	 	- 745 East Tropicana
	15623
	 	Hypercube LLC	 	 	3/20/2009	 	 	Sept pro ration for disc order	 	 	(813.33	)	 	1071	 	DS3 TS	 	35633	 	LSAPCAYNF03	 	- 818 West 7th Street	 	LSVGNV01F01	 	- 745 East Tropicana
	21424
	 	Transbeam Inc	 	 	3/1/2009	 	 	Disc date is Feb 26 2009 pro ration days in Feb	 	 	(85.71	)	 	1069	 	DS1 TS	 	47339	 	NYCMNYZRTY2	 	- 60 Hudson Street	 	TOROONTRTY2	 	- 1 Yonge St
	23195
	 	Arkadin, Inc	 	 	3/17/2009	 	 	Jan pro ration for order priced incorrectly	 	 	(14.52	)	 	1069	 	DS1 TS	 	57817	 	NYCMNYZRFL12	 	60 Hudson St - 12th Floor	 	NYCMNYZRF19	 	60 Hudson Street - 19th Floor
	23195
	 	Arkadin, Inc	 	 	3/17/2009	 	 	Feb MRC for order priced incorrectly	 	 	(50.00	)	 	1069	 	DS1 TS	 	57817	 	NYCMNYZRFL12	 	60 Hudson St - 12th Floor	 	NYCMNYZRF19	 	60 Hudson Street - 19th Floor
	23195
	 	Arkadin, Inc	 	 	3/17/2009	 	 	March MRC credit for order priced incorrectly	 	 	(50.00	)	 	1069	 	DS1 TS	 	57817	 	NYCMNYZRFL12	 	60 Hudson St - 12th Floor	 	NYCMNYZRF19	 	60 Hudson Street - 19th Floor
	23195
	 	Arkadin, Inc	 	 	3/17/2009	 	 	Jan pro ration credit for order priced incorrectly	 	 	(14.52	)	 	1069	 	DS1 TS	 	57816	 	NYCMNYZRFLI2	 	60 Hudson St - 12th Floor	 	NYCMNYZRF19	 	60 Hudson Street - 19th Floor
	23195
	 	Arkadin, Inc	 	 	3/17/2009	 	 	Feb MRC credit for order priced incorrectly	 	 	(50.00	)	 	1069	 	DS1 TS	 	57816	 	NYCMNYZRFL12	 	60 Hudson St - 12th Floor	 	NYCMNYZRF19	 	60 Hudson Street - 19th Floor
	23195
	 	Arkadin, Inc	 	 	3/17/2009	 	 	March MRC for order priced incorrectly	 	 	(50.00	)	 	1069	 	DS1 TS	 	57816	 	NYCMNYZRFL12	 	60 Hudson St - 12th Floor	 	NYCMNYZRF19	 	60 Hudson Street - 19th Floor
	23195
	 	Arkadin, Inc	 	 	3/17/2009	 	 	Jan NRC credit for order priced incorrectly	 	 	(50.00	)	 	1069	 	DS1 TS	 	57816	 	NYCMNYZRFL12	 	60 Hudson St - 12th Floor	 	NYCMNYZRF19	 	60 Hudson Street - 19th Floor
	23195
	 	Arkadin, Inc	 	 	3/17/2009	 	 	NRC charge for order priced incorrectly	 	 	(50.00	)	 	1069	 	DS1 TS	 	57817	 	NYCMNYZRFL12	 	60 Hudson St - 12th Floor	 	NYCMNYZRF19	 	60 Hudson Street - 19th Floor
	27318
	 	Galaxy Vision	 	 	3/24/2009	 	 	Chn coc date to Feb 6 pro ration 4 days in Jan 5 days in Feb	 	 	(834.68	)	 	1001	 	100-Base-TTS	 	59069	 	NYCMNYZRTY2	 	- 60 Hudson Street	 	NYCGNYBWTY2	 	- 350 5th Ave
	27318
	 	Galaxy Vision	 	 	3/24/2009	 	 	Taxes for credit on order 59069	 	 	(69.90	)	 	1001	 	100-Base-TTS	 	59069	 	NYCMNYZRTY2	 	- 60 Hudson Street	 	NYCGNYBWTY2	 	- 350 5th Ave
	4926
	 	BCE Nexxia Corp./Vendor 0020018292	 	 	3/24/2009	 	 	Feb MRC for disc order 40604	 	 	(300.00	)	 	1088	 	OC3 TS	 	40604	 	NYCMNY83F08	 	111 8th Avenue - 8th Floor	 	NYCMNY83F03	 	111 8th Avenue - 3rd Floor
	4926
	 	BCE Nexxia Corp./Vendor 0020018292	 	 	3/24/2009	 	 	Jan pro ration for disc order 40604	 	 	(270.91	)	 	1088	 	OC3 TS	 	40604	 	NYCMNY83F08	 	111 8th Avenue - 8th Floor	 	NYCMNY83F03	 	111 8th Avenue - 3rd Floor
	6934
	 	Rogers Telecom Inc.	 	 	3/25/2009	 	 	Coc date changed to March 25 from March 13	 	 	(77.42	)	 	1069	 	DS1 TS	 	59356	 	NYCMNYZRF19	 	60 Hudson Street - 19th Floor	 	NYCMNYZRMMR	 	60 Hudson Street - MMR
	6934
	 	Rogers Telecom Inc.	 	 	3/25/2009	 	 	Coc date changed from March 13 to March 25	 	 	(77.42	)	 	1069	 	DS1 TS	 	59358	 	NYCMNYZRF19	 	60 Hudson Street - 19th Floor	 	NYCMNYZRMMR	 	60 Hudson Street - MMR
	6934
	 	Rogers Telecom Inc.	 	 	3/25/2009	 	 	COC date changed from Mar 13 to March 25	 	 	(77.42	)	 	1069	 	DS1 TS	 	59357	 	NYCMNYZRF19	 	60 Hudson Street - 19th Floor	 	NYCMNYZRMMR	 	60 Hudson Street - MMR
	6934
	 	Rogers Telecom Inc.	 	 	3/25/2009	 	 	COC date changed from Mar 13 to Marc 25	 	 	(77.42	)	 	1069	 	DS1 TS	 	59359	 	NYCMNYZRF19	 	60 Hudson Street - 19th Floor	 	NYCMNYZRMMR	 	60 Hudson Street - MMR
	8137
	 	Reliance Communications	 	 	3/11/2009	 	 	Credit order no 39937/47212 outage credit	 	 	(18.00	)	 	1071	 	DS3 TS	 	47212	 	NYCMNYZRF12	 	60 Hudson Street - 12th Floor	 	NYCMNYBX	 	75 Broad Street
	9652
	 	Global Crossing Americas Solutions, Inc.	 	 	3/10/2009	 	 	Oder disc date Feb 23 2009	 	 	(28.57	)	 	1069	 	DS1 TS	 	35772	 	NYCMNYZRMMR	 	60 Hudson Street - MMR	 	NYCMNYZRF09	 	60 Hudson Street - 9th Floor






3-1-09 Invoicing




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUST ACCT	 	COMPANY NAME	 	ADJ DATE	 	 	REASON	 	AMT	 	 	PRODUCT ID	 	PRODUCT NAME	 	TBS NBR	 	A CLLI	 	A LOCATION	 	Z CLLI	 	Z LOCATION
	11400
	 	M5 Networks, Inc	 	 	2/2/2009	 	 	Order s/b disc on Jan 29 2009	 	 	(60.48	)	 	1071	 	DS3 TS	 	22318	 	NYCMNY83F03	 	111 8th Avenue - 3rd Floor	 	NYCMNYBX	 	75 Broad Street
	14552
	 	OTE Globe	 	 	2/2/2009	 	 	Re-term order 30006 Feb 1 2009	 	 	(84.20	)	 	1069	 	DS1 TS	 	30006	 	WASLDCSJF01	 	- 2221 Massachusetts Ave	 	NYCCNYTHF13	 	- 866 2nd Ave
	21053
	 	Techie Hosting Inc.	 	 	2/11/2009	 	 	Customer needs to start billing on 3/1/09	 	 	(1,285.71	)	 	1059	 	Colocation Product	 	58006	 	NWRKNJMD	 	165 Halsey Street, Suite 500	 	NWRKNJMD	 	165 Halsey Street, Suite 500
	25042
	 	Vigilant Futures	 	 	2/5/2009	 	 	ETF reversed for 25042	 	 	(14,200.00	)	 	1120	 	Gig E (1000 Base T)	 	25042	 	NYCMNYZRF09	 	60 Hudson Street - 9th Floor	 	NYCMNY83F15	 	111 8th Avenue - 15th Floor
	27187
	 	Nethertz Corporation	 	 	2/24/2009	 	 	Expedite fee waved credit back from Dec 08 inv	 	 	(500.00	)	 	1072	 	Expedite Charges	 	56650	 	NYCMNYZRF19	 	60 Hudson Street - 19th Floor	 	NYCMNYZRF19	 	60 Hudson Street - 19th Floor
	3793
	 	Wave2Wave Communications	 	 	2/5/2009	 	 	Circuit s/b disc Oct 17	 	 	(99.50	)	 	1000	 	10-Base-T TS	 	6816	 	CHCHILUS	 	208 South LaSalle	 	CHCHILUS	 	208 South LaSalle
	3793
	 	Wave2Wave Communications	 	 	2/5/2009	 	 	Circuit s/b disc Oct 17 2008 Dec MRC	 	 	(220.00	)	 	1000	 	10-Base-T TS	 	6816	 	CHCHILUS	 	208 South LaSalle	 	CHCHILUS	 	208 South LaSalle
	3793
	 	Wave2Wave Communications	 	 	2/5/2009	 	 	circuit s/b disc Oct 17 2008 Nov MRC	 	 	(220.00	)	 	1000	 	10-Base-T TS	 	6816	 	CHCHILUS	 	208 South LaSalle	 	CHCHILUS	 	208 South LaSalle
	3793
	 	Wave2Wave Communications	 	 	2/5/2009	 	 	Building Access s/b disc Oct 17 2008	 	 	(451.61	)	 	1056	 	Building Access	 	 	 	CHCHILUS	 	208 South LaSalle	 	CHCHILUS	 	208 South LaSalle
	3793
	 	Wave2Wave Communications	 	 	2/5/2009	 	 	Dec MRC for Build Access disc	 	 	(1,000.00	)	 	1056	 	Building Access	 	 	 	CHCHILUS	 	208 South LaSalle	 	CHCHILUS	 	208 South LaSalle
	3793
	 	Wave2Wave Communications	 	 	2/5/2009	 	 	Nov MRC for Building Access disc	 	 	(1,000.00	)	 	1056	 	Building Access	 	 	 	CHCHILUS	 	208 South LaSalle	 	CHCHILUS	 	208 South LaSalle
	4268
	 	Flag Telecom Network USA Ltd.	 	 	2/19/2009	 	 	Outage credit	 	 	(50.00	)	 	1118	 	T1 ES	 	43292	 	NYCMNYZRTY2	 	- 60 Hudson Street	 	AUSXTXUDTY	 	- 13801 North Mo Pack Expressway
	4412
	 	Aleron/Cogent	 	 	2/24/2009	 	 	Reduced fiber s/b on Nov 24 6 day credit	 	 	(250.00	)	 	1073	 	Fiber	 	32519	 	NYCMNY83F05	 	111 8th Avenue - 5th Floor	 	NYCMNY83F03	 	111 8th Avenue - 3rd Floor
	4412
	 	Aleron/Cogent	 	 	2/24/2009	 	 	Dec 08 red fibers	 	 	(1,250.00	)	 	1073	 	Fiber	 	32519	 	NYCMNY83F03	 	111 8th Avenue - 3rd Floor	 	NYCMNY83F05	 	111 8th Avenue - 5th Floor
	4412
	 	Aleron/Cogent	 	 	2/24/2009	 	 	Jan 09 red fibers	 	 	(1,250.00	)	 	1073	 	Fiber	 	32519	 	NYCMNY83F03	 	111 8th Avenue - 3rd Floor	 	NYCMNY83F05	 	111 8th Avenue - 5th Floor
	5044 US
	 	Cable & Wireless Americas Operations, Inc	 	 	2/18/2009	 	 	Outage credit	 	 	(23.33	)	 	1069	 	DS1 TS	 	49526	 	NYCMNYZRTY2	 	- 60 Hudson Street	 	WHNVNJBXTY2	 	- 1 Heath Plaza
	5044 US
	 	Cable & Wireless Americas Operations, Inc	 	 	2/18/2009	 	 	outage credit	 	 	(23.34	)	 	1069	 	DS1 TS	 	49529	 	NYCMNYZRTY2	 	- 60 Hudson Street	 	WHNVNJBXTY2	 	- 1 Heath Plaza
	5044 US
	 	Cable & Wireless Americas Operations, Inc	 	 	2/18/2009	 	 	Outage credit	 	 	(23.33	)	 	1069	 	DS1 TS	 	49527	 	NYCMNYZRTY2	 	- 60 Hudson Street	 	WHNVNJBXTY2	 	- 1 Heath Plaza
	6692
	 	Shaw Business Solutions U.S., Inc.	 	 	2/24/2009	 	 	Order s/b disc on Nov 9 2008 credit for Nov pro ration	 	 	(733.33	)	 	1073	 	Fiber	 	43239	 	NYCMNY83F03	 	111 8th Avenue - 3rd Floor	 	NYCMNY83F05	 	111 8th Avenue - 5th Floor
	6692
	 	Shaw Business Solutions U.S., Inc.	 	 	2/2672009	 	 	2 days pro ration change coc date from Feb 17 to Feb 19	 	 	(784.57	)	 	1120	 	Gig E (1000 Base T)	 	57947	 	NYCMNYZRTY2	 	- 60 Hudson Street	 	CHCGILDTTY2	 	- 350 East Cermak Road
	6692
	 	Shaw Business Solutions U.S., Inc.	 	 	2/26/2009	 	 	2 days change coc date from Feb 17 to Feb 19	 	 	(784.57	)	 	1120	 	Gig E (1000 Base T)	 	57946	 	NYCMNYZRTY2	 	- 60 Hudson Street	 	CHCGILDTTY2	 	- 350 East Cermak Road
	6692
	 	Shaw Business Solutions U.S., Inc.	 	 	2/24/2009	 	 	Dec MRC for disc order	 	 	(1,000.00	)	 	1073	 	Fiber	 	43239	 	NYCMNY83F03	 	111 8th Avenue - 3rd Floor	 	NYCMNY83F05	 	111 8th Avenue - 5th Floor
	6692
	 	Shaw Business Solutions U.S., Inc.	 	 	2/24/2009	 	 	Jan 09 MRC for Disc order	 	 	(1,000.00	)	 	1073	 	Fiber	 	43239	 	NYCMNY83F03	 	111 8th Avenue - 3rd Floor	 	NYCMNY83F05	 	111 8th Avenue - 5th Floor






2-1-09 Invoicing




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUST ACCT	 	COMPANY NAME	 	ADJ DATE	 	 	REASON	 	AMT	 	 	PRODUCT ID	 	PRODUCT NAME	 	TBS NBR	 	A CLLI	 	A LOCATION	 	Z CLLI	 	Z LOCATION
	11286
	 	PG & H Communication	 	 	1/7/2009	 	 	Outage credit	 	 	(300.00	)	 	1071	 	DS3 TS	 	36465	 	NYCMNY83TY2	 	- 111 8th Ave	 	LSANCARCTY2	 	- 624 South Grand Ave
	12000A
	 	Pacnet Services (USA) Inc.	 	 	1/21/2009	 	 	Credit back Dec 08 pro ration dollars COC is not 1/20/09	 	 	(367.34	)	 	1071	 	DS3 TS	 	57728	 	DLLSTXROTY2	 	- 2323 Bryant St	 	CRUCTNCLTY2	 	- 25 Fedex Parkway
	12938
	 	Bharti Airtel LTD (ES-Carrier)	 	 	1/12/2009	 	 	Or 35629 s/b disconnected on Dec 28 2008	 	 	(991.94	)	 	1096	 	STM4 TS	 	35629	 	LSANCARCF04	 	- 1 Wilshire	 	NYCMNY83TY2	 	- 111 8th Ave
	12938 A
	 	Bharti Tele Ventures AES Corporate	 	 	1/6/2009	 	 	Sept pro ration credit or 54051 moved to 12938	 	 	(1.733.33	)	 	1095	 	STM1 TS	 	54051	 	NYCMNY83F15	 	111 8th Avenue - 15th Floor	 	NYCMNYZRFL12	 	60 Hudson St - 12th Floor
	12938 A
	 	Bharti Tele Ventures AES Corporate	 	 	1/6/2009	 	 	MRC for Oct or 54051 moved	 	 	(2,000.00	)	 	1095	 	STM1 TS	 	54051	 	NYCMNY83F15	 	111 8th Avenue - 15th Floor	 	NYCMNYZRFL12	 	60 Hudson St - 12th Floor
	12938 A
	 	Bharti Tele Ventures AES Corporate	 	 	1/6/2009	 	 	Nov MRC order 54051 moved	 	 	(2,000.00	)	 	1095	 	STM1 TS	 	54051	 	NYCMNY83F15	 	111 8th Avenue - 15th Floor	 	NYCMNYZRFL12	 	60 Hudson St - 12th Floor
	12938 A
	 	Bharti Tele Ventures AES Corporate	 	 	1/6/2009	 	 	Dec MRC order 54051 moved	 	 	(2,000.00	)	 	1095	 	STM1 TS	 	54051	 	NYCMNY83F15	 	111 8th Avenue - 15th Floor	 	NYCMNYZRFL12	 	60 Hudson St - 12th Floor
	12938 A
	 	Bharti Tele Ventures AES Corporate	 	 	1/22/2009	 	 	Or belongs on Carrier acc NRC charge	 	 	(250.00	)	 	1110	 	E1 TS	 	55345	 	LSANCAVAF04	 	1 Wilshire	 	NYCMNY83F15	 	111 8th Avenue - 15th Floor
	12938 A
	 	Bharti Tele Ventures AES Corporate	 	 	1/22/2009	 	 	Nov pro ration coc date 11/6/08	 	 	(1,600.00	)	 	1095	 	STM1 TS	 	54756	 	NYCMNY83F15	 	111 8th Avenue - 15th Floor	 	NYCMNYZRF19	 	60 Hudson Street - 19th Floor
	12938 A
	 	Bharti Tele Ventures AES Corporate	 	 	1/22/2009	 	 	Dec MRC for or 55308	 	 	(2,100.00	)	 	1095	 	STM1 TS	 	55308	 	NYCMNY83F15	 	111 8th Avenue - 15th Floor	 	NYCMNYZRF09	 	60  Hudson Street - 9th Floor
	12938 A
	 	Bharti Tele Ventures AES Corporate	 	 	1/22/2009	 	 	Nov MRC for order 55308	 	 	(2,100.00	)	 	1095	 	STM1 TS	 	55308	 	NYCMNY83F15	 	111 8th Avenue - 15th Floor	 	NYCMNYZRF09	 	60 Hudson Street - 9th Floor
	12938 A
	 	Bharti Tele Ventures AES Corporate	 	 	1/22/2009	 	 	Oct coc 10/27/08 pro ration dollars	 	 	(338.71	)	 	1095	 	STM1 TS	 	55308	 	NYCMNY83F15	 	111 8th Avenue - 15th Floor	 	NYCMNYZRF09	 	60 Hudson Street - 9th Floor
	12938 A
	 	Bharti Tele Ventures AES Corporate	 	 	1/22/2009	 	 	Or 55308 belongs on carrier NRC for Nov charge	 	 	(1,600.00	)	 	1095	 	STM1 TS	 	55308	 	NYCMNY83F15	 	111 8th Avenue - 15th Floor	 	NYCMNYZRF09	 	60 Hudson Street - 9th Floor
	12938 A
	 	Bharti Tele Ventures AES Corporate	 	 	1/22/2009	 	 	Dec 2008 MRC charge for or 54756	 	 	(2,000.00	)	 	1095	 	STM1 TS	 	54756	 	NYCMNY83F15	 	111 8th Avenue - 15th Floor	 	NYCMNYZRF19	 	60  Hudson Street - 19th Floor
	12938 A
	 	Bharti Tele Ventures AES Corporate	 	 	1/22/2009	 	 	Or 54756 belongs on Carrier NRC charge	 	 	(2,000.00	)	 	1095	 	STM1 TS	 	54756	 	NYCMNY83F15	 	111 8th Avenue - 15th Floor	 	NYCMNYZRF19	 	60 Hudson Street - 19th Floor
	12938 A
	 	Bharti Tele Ventures AES Corporate	 	 	1/6/2009	 	 	NRC for order 54051 order moved	 	 	(2,000.00	)	 	1095	 	STM1 TS	 	54051	 	NYCMNY83F15	 	111 8th Avenue - 15th Floor	 	NYCMNYZRFL12	 	60 Hudson St - 12th Floor
	25330m
	 	Net Access Corp. NAC	 	 	1/6/2009	 	 	Credit back April invoice paid to LMC	 	 	(1,186.00	)	 	1110	 	E1 TS	 	 	 	NYCMNYCZTY2	 	- 25 Broadway	 	PRSTENFATY2	 	33-34 Winckey Sq
	4175
	 	Reliance Globalcom Services Inc.	 	 	1/28/2009	 	 	December 08 MRC	 	 	(220.00	)	 	1073	 	Fiber	 	25920	 	CHCHILBG	 	141 West Jackson(CBOT) - Mai	 	CHCHILBG	 	141 West Jackson(CBOT) - Main
	4175
	 	Reliance Globalcom Services Inc.	 	 	1/28/2009	 	 	Nov 08 MRC	 	 	(220.00	)	 	1073	 	Fiber	 	25920	 	CHCHILBG	 	141 West Jackson(CBOT) - Mai	 	CHCHILBG	 	141 West Jackson(CBOT) - Main
	4175
	 	Reliance Globalcom Services Inc.	 	 	1/28/2009	 	 	October pro ration	 	 	(212.90	)	 	1073	 	Fiber	 	25920	 	CHCHILBG	 	141 West Jackson(CBOT) - Mai	 	CHCHILBG	 	141 West Jackson(CBOT) - Main
	9101
	 	Safra Asset Management	 	 	1/12/2009	 	 	COLO or s/b disconnect in Nov not Dec	 	 	(1,354.84	)	 	1059	 	Colocation Product	 	 	 	NWRKNJMD	 	165 Halsey Street, Suite 500	 	NWRKNJMD	 	165 Halsey Street, Suite 500






Page 1 of 4









 











1-1-09 Invoicing




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUST ACCT	 	COMPANY NAME	 	ADJ DATE	 	 	REASON	 	AMT	 	 	PRODUCT ID	 	PRODUCT NAME	 	TBS NBR	 	A CLLI	 	A LOCATION	 	Z CLLI	 	Z LOCATION
	11302
	 	InterMetro Communications, Inc	 	 	12/1/2008	 	 	Or s/b disconnected on Nov 24 pro ration dollars for Nov	 	 	(1,050.00	)	 	1088	 	OC3 TS	 	45733	 	NYCMNY83F03	 	111 8th Avenue - 3rd Floor	 	LSANCAVAF04	 	1 Wilshire
	11400
	 	M5 Networks, Inc	 	 	12/18/2008	 	 	Or 49480 s/b discon on Nov 24 2008	 	 	(650.00	)	 	1084	 	OC12 TS	 	49480	 	NYCMNY83F03	 	111 8th Avenue - 3rd Floor	 	NYCMNY83F03	 	111 8th Avenue - 3rd Floor
	12938 A
	 	Bharti Tele Ventures AES Corporate	 	 	12/29/2008	 	 	Sept 27 discon pro ration credit	 	 	(68.67	)	 	1110	 	E1 TS	 	42629	 	NYCMNY83TY2	 	- 111 8th Ave	 	CARTNJAAF01	 	-1400 Federal Drive
	12938 A
	 	Bharti Tele Ventures AES Corporate	 	 	12/29/2008	 	 	Nov MRC for disconnect	 	 	(515.00	)	 	1110	 	El TS	 	42629	 	NYCMNY83TY2	 	-111 8th Ave	 	CARTNJAAF01	 	-1400 Federal Drive
	12938 A
	 	Bharti Tele Ventures AES Corporate	 	 	12/29/2008	 	 	Oct MRC for disconnect	 	 	(515.00	)	 	1110	 	E1 TS	 	42629	 	NYCMNY83TY2	 	-111 8th Ave	 	CARTNJAAF01	 	- 1400 Federal Drive
	21053
	 	Techie Hosting Inc.	 	 	12/2/2008	 	 	Rack at 165 Halsey unavailable	 	 	(12,000.00	)	 	1094	 	Rack Product	 	45147	 	NWRKNJMD	 	165 Halsey Street, Suite 500	 	NWRKNJMD	 	165 Halsey Street, Suite 500
	25285
	 	Stroz Friedberg	 	 	12/15/2008	 	 	Installation problems in Sept 2008	 	 	(500.00	)	 	1117	 	Dedicated Internet Ac	 	51463	 	DLLLTXLITY2	 	- 2101 Cedar Springs Road	 	DLLLTXLITY2	 	- 2101 Cedar Springs Road
	25321m
	 	Amber Capital Investment Management	 	 	12/23/2008	 	 	Order 52268 was not working	 	 	(2,200.00	)	 	1117	 	Dedicated Internet Ac	 	52268	 	SCCSNJ69TY2	 	-275 HartzWay	 	SCCSNJ69TY2	 	- 275 HartzWay
	26253
	 	Skyvision Global Networks LLC	 	 	12/9/2008	 	 	Or 52439 has a new coc date of Sept 11 pro ration for July	 	 	(193.55	)	 	1073	 	Fiber	 	52439	 	NYCMNY83FI5	 	111 8th Avenue - 15th Floor	 	NYCMNY83F03	 	111 8th Avenue - 3rd Floor
	26253
	 	Skyvision Global Networks LLC	 	 	12/9/2008	 	 	Expedite fee credit for order 52439	 	 	(500.00	)	 	1073	 	Fiber	 	52439	 	NYCMNY83F15	 	111 8th Avenue - 15th Floor	 	NYCMNY83F03	 	111 8th Avenue - 3rd Floor
	26253
	 	Skyvision Global Networks LLC	 	 	12/9/2008	 	 	Aug MRC for new coc date of Sept 11	 	 	(1,000.00	)	 	1073	 	Fiber	 	52439	 	NYCMNY83F15	 	111 8th Avenue -15th Floor	 	NYCMNY83F03	 	111 8th Avenue - 3rd Floor
	26253
	 	Skyvision Global Networks LLC	 	 	12/9/2008	 	 	Sept 1 to Sept 11 pro ration on new coc date	 	 	(354.84	)	 	1073	 	Fiber	 	52439	 	NYCMNY83F15	 	111 8th Avenue -15th Floor	 	NYCMNY83F03	 	111 8th Avenue - 3rd Floor
	27143
	 	SDS Financial Technologies, Inc.	 	 	12/19/2008	 	 	Sept 2008 pro ration credit	 	 	(160.00	)	 	1112	 	Entrance Facility	 	54359	 	NWRKNJMD	 	165 Halsey Street, Suite 500	 	NWRKNJMD	 	165 Halsey Street, Suite 500
	27143
	 	SDS Financial Technologies, Inc.	 	 	12/19/2008	 	 	October MRC credit	 	 	(400.00	)	 	1112	 	Entrance Facility	 	54359	 	NWRKNJMD	 	165 Halsey Street, Suite 500	 	NWRKNJMD	 	165 Halsey Street, Suite 500
	27143
	 	SDS Financial Technologies, Inc.	 	 	12/19/2008	 	 	Nov MRC credit	 	 	(400.00	)	 	1112	 	Entrance Facility	 	54359	 	NWRKNJMD	 	165 Halsey Street, Suite 500	 	NWRKNJMD	 	165 Halsey Street, Suite 500
	4268
	 	Flag Telecom Network USA Ltd.	 	 	12/22/2008	 	 	S1545x13mo for changed or 43242/26962	 	 	(20,085.00	)	 	1118	 	TI ES	 	43242	 	NYCMNYZRTY2	 	- 60 Hudson Street	 	AUSXTXUDTY	 	-13801 North Mo Pack Expressway
	4268A
	 	Flag Telecom Network USA Ltd. (Colo)	 	 	12/8/2008	 	 	Disc date is Nov 17 2008	 	 	(226.66	)	 	1059	 	Colocation Product	 	16987	 	NYCMNY83F03	 	111 8th Avenue - 3rd Floor	 	NYCMNY83F03	 	111 8th Avenue - 3rd Floor
	4268A
	 	Flag Telecom Network USA Ltd. (Colo)	 	 	12/8/2008	 	 	Disc date Nov 17 2008	 	 	(226.66	)	 	1059	 	Colocation Product	 	16988	 	NYCMNY83F03	 	111 8th Avenue - 3rd Floor	 	NYCMNY83F03	 	111 8th Avenue -3rd Floor
	6395 Network
	 	BT Americas Inc (Network)	 	 	12/4/2008	 	 	Order has a Nov 24 disc date	 	 	(31.27	)	 	1005	 	60 Hud MMR Coax	 	( 20027	 	NYCMNYZRMMR	 	- 60 Hudson Street - MMR	 	NYCMNYZRMMR	 	60 Hudson Street - MMR
	6467
	 	China Telecom	 	 	12/10/2008	 	 	COC date changed to 12/1/08	 	 	(56.83	)	 	1118	 	TI ES	 	56055	 	NYCMNYZRTY2	 	- 60 Hudson Street	 	MRBOMAGTTY2	 	- 250 Locke Dr
	8455m
	 	Lightower Fiber Networks	 	 	12/3/2008	 	 	Or s/b disc on Sept 20	 	 	(50.00	)	 	1032	 	60 Hud MMR AC/D	 	(51669	 	NYCMNYZRTY2	 	- 60 Hudson Street	 	NYCMNYZGTY2	 	- 42 Broadway
	8455m
	 	Lightower Fiber Networks	 	 	12/3/2008	 	 	Oct MRC for Disc order	 	 	(150.00	)	 	1069	 	DS1 TS	 	51669	 	NYCMNYZRTY2	 	- 60 Hudson Street	 	NYCMNYZGTY2	 	- 42 Broadway
	8455m
	 	Lightower Fiber Networks	 	 	12/3/2008	 	 	Nov MRC for Disc order	 	 	(150.00	)	 	1069	 	DS1 TS	 	51669	 	NYCMNYZRTY2	 	- 60 Hudson Street	 	NYCMNYZGTY2	 	- 42 Broadway
	9113
	 	Touchtone Carrier Services, In	 	 	12/2/2008	 	 	Or s/n have any MRC attached each order has an MRC	 	 	(910.45	)	 	1071	 	DS3 TS	 	55224	 	NWRKNJMD	 	165 Halsey Street, Suite 500	 	NYCMNYZRF19	 	60 Hudson Street - 19th Floor
	9113
	 	Touchtone Carrier Services, In	 	 	12/2/2008	 	 	Or should not have an MRC attach to it	 	 	(7,056.00	)	 	1071	 	DS3 TS	 	55224	 	NWRKNJMD	 	165 Halsey Street, Suite 500	 	NYCMNYZRF19	 	60 Hudson Street - 19th Floor






12-1-08 Invoicing




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUST ACCT	 	COMPANY NAME	 	ADJ DATE	 	 	REASON	 	AMT	 	 	PRODUCT ID	 	PRODUCT NAME	 	TBS NBR	 	A CLLI	 	A LOCATION	 	Z CLLI	 	Z LOCATION
	11560
	 	TDC Carrier Services USA, Inc	 	 	11/6/2008	 	 	Or 33755 s/b disc on Oct 30 2008	 	 	(35.48	)	 	1071	 	DS3 TS	 	33755	 	JRCYNJ67	 	111 Pavonia Avenue	 	NYCMNY83F08	 	111 8th Avenue - 8th Floor
	12000m
	 	Pacnet Services	 	 	11/12/2008	 	 	Pro ration for June disconnect date June 12 to June 30	 	 	(360.00	)	 	1069	 	DS1 TS	 	49352	 	LSANCAJWTY2	 	- 600 West 7th Street	 	M1ATFLELTY2	 	- 18400 NE 5TH AVE
	12000m
	 	Pacnet Services	 	 	11/12/2008	 	 	July MRC for disc order	 	 	(600.00	)	 	1069	 	DS1 TS	 	49352	 	LSANCAJWTY2	 	- 600 West 7th Street	 	MIATFLELTY2	 	- 18400 NE 5TH AVE
	12000m
	 	Pacnet Services	 	 	11/12/2008	 	 	August MRC for disc order	 	 	(600.00	)	 	1069	 	DS1 TS	 	49352	 	LSANCAJWTY2	 	- 600 West 7th Street	 	MIATFLELTY2	 	-18400 NE 5TH AVE
	12000m
	 	Pacnet Services	 	 	11/12/2008	 	 	Oct pro ration for disco order	 	 	(600.00	)	 	1069	 	DS1 TS	 	49352	 	LSANCAJWTY2	 	- 600 West 7th Street	 	MIATFLELTY2	 	-18400 NE 5TH AVE
	12000m
	 	Pacnet Services	 	 	11/12/2008	 	 	Sept MRC for disc order	 	 	(600.00	)	 	1069	 	DS1 TS	 	49352	 	LSANCAJWTY2	 	- 600 West 7th Street	 	MIATFLELTY2	 	- 18400 NE 5TH AVE
	15623
	 	Hypercube LLC	 	 	11/3/2008	 	 	Order s/b disc on 10/31/08	 	 	(125.48	)	 	1071	 	DS3 TS	 	34105	 	LSAPCAYNF03	 	-818 West 7th Street	 	PHNXAZMAF01	 	- 211 W. Monroe St
	18966
	 	Integra USA	 	 	11/20/2008	 	 	Credit pan of NRC for Feb 2007 inv	 	 	(1,500.00	)	 	1079	 	2.5 Gig Wave	 	37067	 	NYMSNYEFF01	 	- 3 Times Sq	 	NYCCNYLJF09	 	-4 Times Sq.
	18966
	 	Integra USA	 	 	11/20/2008	 	 	Credit part of Feb 2008 inv MRC	 	 	(1,400.16	)	 	1079	 	2.5 Gig Wave	 	37067	 	NYMSNYEFF01	 	- 3 Times Sq	 	NYCCNYLJF09	 	- 4 Times Sq.
	7877
	 	Saskatchewan Telecommunications	 	 	11/13/2008	 	 	Or 18521 s/b disc on Oct 24 2008	 	 	(256.67	)	 	1088	 	OC3 TS	 	18521	 	NYCMNYZRF19	 	60 Hudson Street - 19th Floor	 	NYCMNYZRF19	 	60 Hudson Street - 19th Floor
	8334
	 	Next Carrier Telecom	 	 	11/7/2008	 	 	Order 16163 s/b disconnected Oct 27 2008	 	 	(101.61	)	 	1071	 	DS3 TS	 	16163	 	NYCMNYZRF19	 	60 Hudson Street - 19th Floor	 	NYCMNYZRF12	 	60 Hudson Street - 12th Floor






11-1-08 Invoicing




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUST ACCT	 	COMPANY NAME	 	ADJ DATE	 	 	REASON	 	AMT	 	 	PRODUCT ID	 	PRODUCT NAME	 	TBS NBR	 	A CLLI	 	A LOCATION	 	Z CLLI	 	Z LOCATION
	15623
	 	Hypercube LLC	 	 	10/10/2008	 	 	Or 35635 s/b disc July 7 2008 pro ration for July	 	 	(2,459.68	)	 	1071	 	DS3 TS	 	35635	 	LSANCA54TY2	 	- 818 W 7th St	 	LSVGNV01F01	 	- 745 East Tropicana
	15623
	 	Hypercube LLC	 	 	10/10/2008	 	 	Aug MRC for or 35635 s/b disc July 2008	 	 	(3,050.00	)	 	1071	 	DS3 TS	 	35635	 	LSANCA54TY2	 	- 818 W 7th St	 	LSVGNV01F01	 	- 745 East Tropicana
	15623
	 	Hypercube LLC	 	 	10/10/2008	 	 	Sept MRC for disc order 35635 s/b disc July 2008	 	 	(3,050.00	)	 	1071	 	DS3 TS	 	35635	 	LSANCA54TY2	 	- 818 W 7th St	 	LSVGNV01F01	 	-745 East Tropicana
	18011
	 	Eze Castle Integration, Inc.	 	 	10/30/2008	 	 	Order s/b disconnected in June 08	 	 	(1,605.00	)	 	1000	 	10-Base-T TS	 	51355	 	NYCMNYHFTY2	 	- 535 Madison AVe	 	NYCMNY83TY2	 	-111 8th Ave
	18011
	 	Eze Castle Integration, Inc.	 	 	10/30/2008	 	 	Order s/b disconnected June 08	 	 	(1,605.00	)	 	1000	 	10-Base-T TS	 	51355	 	NYCMNYHFTY2	 	- 535 Madison AVe	 	NYCMNY83TY2	 	-1118th Ave
	18011
	 	Eze Castle Integration, Inc.	 	 	10/30/2008	 	 	Or s/b disc June 08 Aug MRC	 	 	(1,605.00	)	 	1000	 	10-Base-T TS	 	51355	 	NYCMNYHFTY2	 	-535 Madison AVe	 	NYCMNY83TY2	 	-111 8th Ave
	18011
	 	Eze Castle Integration, Inc.	 	 	10/30/2008	 	 	Or s/b disc June 08 Oct	 	 	(103.55	)	 	1000	 	10-Base-T TS	 	51355	 	NYCMNYHFTY2	 	- 535 Madison AVe	 	NYCMNY83TY2	 	-111 8th Ave
	18011
	 	Eze Castle Integration, Inc.	 	 	10/30/2008	 	 	Or s/b discon June 08 Sept MRC	 	 	(1,605.00	)	 	1000	 	10-Base-T TS	 	51355	 	NYCMNYHFTY2	 	- 535 Madison AVe	 	NYCMNY83TY2	 	-111 8th Ave
	22089
	 	One East Partners	 	 	10/7/2008	 	 	Order was not ready until July 2008 Cr 4 moths	 	 	(8,500.00	)	 	1117	 	Dedicated Internet Ac	 	45992	 	NYCMNYSZTY2	 	-551 Madison Ave	 	NYCMNYSZTY2	 	-551 Madison Ave
	23260
	 	Brazil Telecom of Americas	 	 	10/7/2008	 	 	Circuit not working for 5 days In July	 	 	(1,166.67	)	 	1099	 	STM6 TS	 	51253	 	NYCMNY83F15	 	111 8th Avenue - 15th Floor	 	NYCMNYZRF09	 	60 Hudson Street - 9th Floor
	2342
	 	Vanco Direct USA, LLC.	 	 	10/10/2008	 	 	Or s/b disc on Sept 15 pro ration for Sept	 	 	(146.67	)	 	1110	 	EI TS	 	21474	 	NYCMNYZRF19	 	60 Hudson Street - 19th Floor	 	NYCMNYZRF19	 	60 Hudson Street -19th Floor
	2546
	 	NTT America	 	 	10/15/2008	 	 	Cirt renew pr red from $1300 to $1085 3/1/07 to 3/1/08	 	 	(2,580.00	)	 	1069	 	DS1 TS	 	19084	 	JRCNYJBRF16	 	- 95 Christopher Columbus Dr	 	NBWKNJBF01	 	- 25 Corporate Place
	2546
	 	NTT America	 	 	10/15/2008	 	 	Cir renew from 4/1/08 to 9/1/08	 	 	(1,290.00	)	 	1069	 	DS1 TS	 	19084	 	JRCNYJBRF16	 	- 95 Christopher Columbus Dr	 	NBWKNJBF01	 	- 25 Corporate Place
	2602MMR
	 	WaveCrest Communications (UK) LTD	 	 	10/10/2008	 	 	Or 34146 s/b disc on Aug 25 Sept MRC	 	 	(115.00	)	 	1069	 	DS1 TS	 	34146	 	NYCMNYZRMMR	 	60 Hudson Street - MMR	 	NYCMNYBX	 	75 Broad Street
	2602MMR
	 	WaveCrest Communications (UK) LTD	 	 	10/10/2008	 	 	Or 34146 s/b disc on Aug 25 Aug pro ration	 	 	(25.97	)	 	1069	 	DS1 TS	 	34146	 	NYCMNYZRF09	 	60 Hudson Street - 9th Floor	 	NYCMNYBX	 	75 Broad Street
	27396
	 	PromGirl.Com	 	 	10/22/2008	 	 	COLO order s/b invoiced with or 54972 & 54973	 	 	(372.00	)	 	1059	 	Colocation Product	 	54971	 	NWRKNJMD	 	165 Halsey Street	 	NWRKNJMD	 	165 Halsey Street
	27396
	 	PromGirl.Com	 	 	10/22/2008	 	 	Oct pro ration Oct 1 to Oct 3	 	 	(180.00	)	 	1059	 	Colocation Product	 	54971	 	NWRKNJMD	 	165 Halsey Street	 	NWRKNJMD	 	165 Halsey Street
	4848
	 	Consolidated Edison Communications	 	 	10/10/2008	 	 	Or 24187 s/b disc Sept 19 pro ration Sept 19 to Sept 30	 	 	(370.00	)	 	1069	 	DS1 TS	 	24187	 	LSVLKY15TY2	 	-1515 Omsby Station Ct	 	NYCMNY83TY2	 	-111 8th Ave






10-1-08 Invoicing




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUST ACCT	 	COMPANY NAME	 	ADJ DATE	 	 	REASON	 	AMT	 	 	PRODUCT ID	 	PRODUCT NAME	 	TBS NBR	 	A CLLI	 	A LOCATION	 	Z CLLI	 	Z LOCATION
	12000A
	 	Pacnet Services (USA) Inc.	 	 	9/18/2008	 	 	The NRC on the original order was incorrect cr S300	 	 	(300.00	)	 	1073	 	Fiber	 	52433	 	NYCMNYZRF12	 	60 Hudson Street - 12th Floor	 	NYCMNYZRF09	 	60 Hudson Street - 9th Floor
	12000m
	 	Pacnet Services	 	 	9/8/2008	 	 	Or 49353 s/b disconnected on Aug 15 2008	 	 	(452.42	)	 	1069	 	DS1 TS	 	49353	 	NWRKNJMDTY2	 	-165 Halsey	 	SLBYNC01TY2	 	-814 B W Innes St
	5898
	 	IDT Domestic Telecom	 	 	9/3/2008	 	 	Or s/b disconnected Aug 9 2008	 	 	(10,275.81	)	 	1088	 	OC3 TS	 	16520	 	NYCMNYZRTY2	 	- 60 Hudson Street	 	DLLSTXROTY2	 	- 2323 Bryant St
	9110
	 	Savvis Communications Inc.	 	 	9/26/2008	 	 	Order s.b disconnected on Aug 5 not Aug 28	 	 	(2,596.77	)	 	1071	 	DS3 TS	 	25524	 	NYCMNYZRTY2	 	- 60 Hudson Street	 	JRCYNJSPTY2	 	-135 Green Street






Page 2 of 4 









 






9-1-08 Invoicing




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUST ACCT	 	COMPANY NAME	 	ADJ DATE	 	 	REASON	 	AMT	 	 	PRODUCT ID	 	PRODUCT NAME	 	TBS NBR	 	A CLLI	 	A LOCATION	 	Z CLLI	 	Z LOCATION
	12000m
	 	Pacnet Services	 	 	8/7/2008	 	 	May MRC for disconnected circuit	 	 	(2,353.00	)	 	1071	 	DS3 TS	 	49357	 	SNJUCACLF01	 	-11 Great Oaks Blvd	 	SNJSCAAHTY2	 	-160 E Tasman
	12000m
	 	Pacnet Services	 	 	8/7/2008	 	 	Credit June MRC for disconnected circuit	 	 	(2,353.00	)	 	1071	 	DS3 TS	 	49357	 	SNJUCACLF01	 	-11 Great Oaks Blvd	 	SNJSCAAHTY2	 	- 160 E Tasman
	15623
	 	Hypercube LLC	 	 	8/26/2008	 	 	Pro ration dollars for disc from July 23 to July 31	 	 	(1,074.19	)	 	1071	 	DS3 TS	 	35210	 	GLALVACZF01	 	- 5500 Cox Rd	 	GLALVACZFOl	 	- 5500 Cox Rd
	19022
	 	SpaceCom International	 	 	8/26/2008	 	 	Credit for April 1 2007 invoice on order 38661	 	 	(15,436.17	)	 	1095	 	STM1 TS	 	38661	 	NYCMNY83F03	 	111 8th Avenue - 3rd Floor	 	NYCMNYZRF19	 	60 Hudson Street -19th Floor
	23195
	 	Arkadin, Inc	 	 	8/7/2008	 	 	Price was incorrect on order form Aug MRC	 	 	(50.00	)	 	1069	 	DS1 TS	 	52256	 	NYCMNYZRF12	 	60 Hudson Street - 12th Floor	 	NYCMNYZRF19	 	60 Hudson Street - 19th Floor
	23195
	 	Arkadin, Inc	 	 	8/7/2008	 	 	Price was incorrect on order form June pro ration	 	 	(10,00	)	 	1069	 	DS1 TS	 	52256	 	NYCMNYZRF12	 	60 Hudson Street -12th Floor	 	NYCMNYZRF19	 	60 Hudson Street - 19th Floor
	23195
	 	Arkadin, Inc	 	 	8/7/2008	 	 	Price was incorrect on order form July MRC	 	 	(50.00	)	 	1069	 	DS1 TS	 	52256	 	NYCMNYZRF12	 	60 Hudson Street -12th Floor	 	NYCMNYZRF12	 	60 Hudson Street - 12th Floor
	23195
	 	Arkadin, Inc	 	 	8/7/2008	 	 	Price was incorrect on order form June pro ration	 	 	(10.00	)	 	1069	 	DS1 TS	 	52257	 	NYCMNYZRF12	 	60 Hudson Street - 12th Floor	 	NYCMNYZRF19	 	60 Hudson Street - 19th Floor
	23195
	 	Arkadin, Inc	 	 	8/7/2008	 	 	Price was incorrect on order form Aug MRC	 	 	(50.00	)	 	1069	 	DS1 TS	 	52257	 	NYCMNY2RFL12	 	60 Hudson St - 12th Floor	 	NYCMNYZRF19	 	60 Hudson Street - 19th Floor
	23195
	 	Arkadin, Inc	 	 	8/7/2008	 	 	Price was incorrect on order form July MRC	 	 	(50.00	)	 	1069	 	DS1 TS	 	52257	 	NYCMNYZRF12	 	60 Hudson Street - 12th Floor	 	NYCMNYZRF19	 	60 Hudson Street - 19th Floor
	25321ml
	 	Amber Capital Spain S.L.	 	 	8/27/2008	 	 	Or 50644 was not charged on the June 2008 invoice June MRC	 	 	1.350.00	 	 	1117	 	Dedicated Internet Ac	 	50644	 	MDRDSPPLTY2	 	-Calle Pinar # 5	 	MDRDSPPLTY2	 	- Calle Pinar  # 5
	25321ml
	 	Amber Capital Spain S.L.	 	 	8/27/2008	 	 	June MRC for Or 50638 not on June 2008 Inv	 	 	2.760.00	 	 	1117	 	Dedicated Internet Ac	 	50438	 	MDRDSPPLTY2	 	-Calle Pinar # 5	 	MDRDSPPLTY2	 	- Calle Pinar # 5
	4292
	 	STi Pre Paid LLC	 	 	8/19/2008	 	 	Credit for circuit that s/b disconnected	 	 	(2,800.00	)	 	1071	 	DS3 TS	 	36491	 	NYCMNYBX	 	75 Broad Street	 	NYCMNYBX	 	75 Broad Street
	6609 Transport
	 	MTS Allstream	 	 	8/7/2008	 	 	COC date for Disc was July 10 credit July pro radon	 	 	(496.77	)	 	1071	 	DS3 TS	 	29764	 	NYCMNYZRMMR	 	60 Hudson Street - MMR	 	NYCMNYZRF19	 	60 Hudson Street - 19th Floor






8-1-08 Invoicing




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUST ACCT	 	COMPANY NAME	 	ADJ DATE	 	 	REASON	 	AMT	 	 	PRODUCT ID	 	PRODUCT NAME	 	TBS NBR	 	A CLLI	 	A LOCATION	 	Z CLLI	 	Z LOCATION
	10279
	 	Hibemia Atlantic	 	 	7/1/08	 	 	Disc order COC date is July 27, 2008 cr 3 days	 	 	(110.00	)	 	1073	 	Fiber	 	26184	 	NYCMNYZRF19	 	60 Hudson Street - 19th Floor	 	NYCMNYZRF09	 	60 Hudson Street - 9th Floor
	21705
	 	Oceanwood Capital Management	 	 	7/10/08	 	 	Start new COC Credit Dec MRC to July 2008 MRC $2300 ea mo	 	 	(18,400.00	)	 	1069	 	DS1 TS	 	43494	 	LONDON00TY2	 	- 4 Albmarle St	 	BSTOMAAFTY2	 	- 2 International Place
	21705
	 	Oceanwood Capital Management	 	 	7/10/08	 	 	Start new COC credit NRC charge will chg again	 	 	(7,130.00	)	 	1069	 	DS1 TS	 	43494	 	LONDON00TY2	 	- 4 Albmarle St	 	BSTOMAAFTY2	 	- 2 International Place
	21705
	 	Oceanwood Capital Management	 	 	7/10/08	 	 	Start new COC credit taxes on inv	 	 	(2,808.30	)	 	1069	 	DS1 TS	 	43494	 	LONDON00TY2	 	- 4 Albmarle St	 	BSTOMAAFTY2	 	- 2 International Place
	2546
	 	NTT America	 	 	7/2/08	 	 	Term renewal for or 28354 for July 1 2008	 	 	(245.00	)	 	1001	 	100-Base-T TS	 	28354	 	NYCMNY83F07	 	111 8th Avenue - 7th Floor	 	NYCMNY83F03	 	111 8th Avenue - 3rd Floor
	7790
	 	Epsilon Telecommunications LTD	 	 	7/11/08	 	 	Credit for 11 days in March	 	 	(870.00	)	 	1071	 	DS3 TS	 	41984	 	NYCMNYZRTY2	 	- 60 Hudson Street	 	MIAUFLWSTY2	 	-50 NE 9th Street
	7790
	 	Epsilon Telecommunications LTD	 	 	7/11/08	 	 	NRC credit for 9 circuits	 	 	(450.00	)	 	1111	 	El Interconnection	 	46089	 	NYCMNYZRTY2	 	- 60 Hudson Street	 	MIAUFLWSTY2	 	-50 NE 9th Street
	7790
	 	Epsilon Telecommunications LTD	 	 	7/11/08	 	 	Jan pro ration for 24 days credit for 9 circuits	 	 	(418.05	)	 	1111	 	El Interconnection	 	46089	 	NYCMNYZRTY2	 	- 60 Hudson Street	 	MIAUFLWSTY2	 	- 50 NE 9th Street
	7790
	 	Epsilon Telecommunications LTD	 	 	7/11/08	 	 	Credit for 6 days in April	 	 	(490.00	)	 	1071	 	DS3 TS	 	41984	 	NYCMNYZRTY2	 	- 60 Hudson Street	 	MIAUFLWSTY2	 	-50 NE 9th Street
	7790
	 	Epsilon Telecommunications LTD	 	 	7/11/08	 	 	Feb MRC for 9 circuits credit	 	 	(540.00	)	 	1111	 	El Interconnection	 	46089	 	NYCMNYZRTY2	 	- 60 Hudson Street	 	MIAUFLWSTY2	 	-50 NE 9th Street
	7790
	 	Epsilon Telecommunications LTD	 	 	7/11/08	 	 	March MRC for 9 cirucits credit	 	 	(540.00	)	 	1111	 	El Interconnection	 	46089	 	NYCMNYZRTY2	 	- 60 Hudson Street	 	MIAUFLWSTY2	 	-50 NE 9th Street






7-1-08 Invoicing




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUST ACCT	 	COMPANY NAME	 	ADJ DATE	 	 	REASON	 	AMT	 	 	PRODUCT ID	 	PRODUCT NAME	 	TBS NBR	 	A CLLI	 	A LOCATION	 	Z CLLI	 	Z LOCATION
	11241
	 	Exenet LLC	 	 	6/10/08	 	 	DS-1 order s/b disconnected not moved	 	 	(3,115.66	)	 	1069	 	DS1 TS	 	24553	 	NWRKNJMDTY2	 	-165 Halsey	 	NYCMNYGLTY2	 	- 387 Park Avenue
	20084
	 	Tri-Tech Associates	 	 	6/10/08	 	 	Outage credit for Aug 9	 	 	(300.00	)	 	1071	 	DS3 TS	 	40346	 	NYCMNY83F03	 	111 8th Avenue - 3rd Floor	 	NWRKNJMD	 	165 Halsey Street
	25326m
	 	Interglobe	 	 	6/26/08	 	 	Pro ration for April credit	 	 	(220.00	)	 	1069	 	DS1 TS	 	50689	 	NYCRNYBBF01	 	- 7 Teleport Dr	 	NYCNNYAF11	 	- 527 Madison AVe
	25326m
	 	Interglobe	 	 	6/26/08	 	 	May MRC credit	 	 	(550.00	)	 	1069	 	DS1 TS	 	50689	 	NYCRNYBBF01	 	-7 Teleport Dr	 	NYCNNYAF11	 	- 527 Madison AVe
	5545
	 	PowerNet Global	 	 	6/26/08	 	 	April pro ration for disconnected order	 	 	(540.00	)	 	1071	 	DS3 TS	 	33599	 	NYCMNY83F05	 	111 8th Avenue - 5th Floor	 	NYCMNYZRFL12	 	60 Hudson St - 12th Floor
	5545
	 	PowerNet Global	 	 	6/26/08	 	 	May MRC for disconected forder 33599	 	 	(600.00	)	 	1071	 	DS3 TS	 	33599	 	NYCMNY83F07	 	111 8th Avenue - 7th Floor	 	NYCMNYZRF12	 	60 Hudson Street - 12th Floor






6-1-08 Invoicing




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUST ACCT	 	COMPANY NAME	 	ADJ DATE	 	 	REASON	 	AMT	 	 	PRODUCT ID	 	PRODUCT NAME	 	TBS NBR	 	A CLLI	 	A LOCATION	 	Z CLLI	 	Z LOCATION
	15623
	 	Hypercube LLC	 	 	5/27/08	 	 	Credit for Feb 12 to Feb 28	 	 	(1,635.52	)	 	1071	 	DS3 TS	 	47628	 	NYCPNYYKTY2	 	-601 West 26th Street	 	BOHENY03F01	 	- 21 Keyland CT
	18185
	 	TISNA-T 1 Sparkle North America	 	 	5/21/08	 	 	X Connect was not done by FiberNet	 	 	(300.00	)	 	1073	 	Fiber	 	49567	 	NYCMNYZRF09	 	60 Hudson Street - 9th Floor	 	NYCMNYZRF19	 	60 Hudson Street - 19th Floor
	18185
	 	TISNA-T 1 Sparkle North America	 	 	5/21/08	 	 	X connect was not done by FiberNet	 	 	(300.00	)	 	1073	 	Fiber	 	49566	 	NYCMNYZRF09	 	60 Hudson Street - 9th Floor	 	NYCMNYZRF19	 	60 Hudson Street - 19th Floor
	24675
	 	University Tickets	 	 	5/22/08	 	 	Remote Hands charge credit	 	 	(40.00	)	 	1067	 	Customer Access Oth	 	49443	 	NYCMNYZRF12	 	60 Hudson Street - 12th Floor	 	NYCMNYZRF12	 	60 Hudson Street - 12th Floor
	5545
	 	PowerNet Global	 	 	5/14/08	 	 	Order s/b disconnected on April 3	 	 	(770.00	)	 	1071	 	DS3 TS	 	18612	 	NYCMNY83F07	 	111 8th Avenue - 7th Floor	 	NYCMNYBX	 	75 Broad Street
	6987 A
	 	Intelig (Customer)	 	 	5/21/08	 	 	Order 26484 s/b disc on April 26 2008	 	 	(90.00	)	 	1118	 	TI ES	 	26484	 	NYCMNY83TY2	 	-111 8th Ave	 	BTCMNYLCTY2	 	- 570 Lexington Ave
	8931
	 	Intelco Communications	 	 	5/21/08	 	 	Order s/b disc on April 28	 	 	(12.50	)	 	1110	 	E1 TS	 	32482	 	NYCMNYZRTY2	 	- 60 Hudson Street	 	PARSFRBKTY2	 	- Telehouse Paris 1 Rue des Jeuenur






6-1-08 Invoicing




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUST ACCT	 	COMPANY NAME	 	ADJ DATE	 	 	REASON	 	AMT	 	 	PRODUCT ID	 	PRODUCT NAME	 	TBS NBR	 	A CLLI	 	A LOCATION	 	Z CLLI	 	Z LOCATION
	12100a
	 	VSNL International/Teleglobe	 	 	4/29/08	 	 	Pro Ration dollar credit on April 1, 2008 invoice	 	 	(929.03	)	 	1073	 	Fiber	 	48868	 	NYCMNY83F07	 	111 8th Avenue - 7th Floor	 	NYCMNY83F03	 	111 8th Avenue - 3rd Floor
	12100a
	 	VSNL International/Teleglobe	 	 	4/29/08	 	 	New COC issued on April 8	 	 	(320.00	)	 	1073	 	Fiber	 	48868	 	NYCMNY83F05	 	111 8th Avenue - 5th Floor	 	NYCMNY83F03	 	111 8th Avenue - 3rd Floor
	12100a
	 	VSNL International/Teleglobe	 	 	4/29/08	 	 	New COC issued on April 11	 	 	(880.00	)	 	1073	 	Fiber	 	48869	 	NYCMNY83F07	 	111 8th Avenue - 7th Floor	 	NYCMNY83F03	 	111 8th Avenue - 3rd Floor
	12100a
	 	VSNL International/Teleglobe	 	 	4/29/08	 	 	Pro ration dollar credit on April 1 invoice	 	 	(929.03	)	 	1073	 	Fiber	 	48865	 	NYCMNY83F07	 	111 8th Avenue - 7th Floor	 	NYCMNY83F03	 	111 8th Avenue - 3rd Floor
	12100a
	 	VSNL International/Teleglobe	 	 	4/29/08	 	 	Pro ration dollar credit for Mar on Apr 1 2008 invocie	 	 	(1,858.06	)	 	1073	 	Fiber	 	48869	 	NYCMNY83F07	 	111 8th Avenue - 7th Floor	 	NYCMNY83F03	 	111 8th Avenue - 3rd Floor






4-1-08 Invoicing




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUST ACCT	 	COMPANY NAME	 	ADJ DATE	 	 	REASON	 	AMT	 	 	PRODUCT ID	 	PRODUCT NAME	 	TBS NBR	 	A CLLI	 	A LOCATION	 	Z CLLI	 	Z LOCATION
	15623
	 	Hypercube LLC	 	 	3/25/08	 	 	Order s/b discon on Feb 23	 	 	(415.34	)	 	1071	 	DS3 TS	 	37364	 	ATLAGAMVF21	 	- 55 Marietta Street	 	NYCPNYYKTY2	 	-601 West 26th Street
	15623
	 	Hypercube LLC	 	 	3/25/08	 	 	Order s/b discon on Feb 23	 	 	(415.34	)	 	1071	 	DS3 TS	 	37361	 	ATLAGAMVF21	 	- 55 Marietta Street	 	NYCPNYYKTY2	 	-601 West 26th Street
	20733
	 	Crabel Capital Management	 	 	3/4/08	 	 	Disc COC is Dec 10 credit for Dec 10 to Dec 31	 	 	(1,083.88	)	 	1073	 	Fiber	 	42819	 	NYCMNY83F03	 	111 8th Avenue - 3rd Floor	 	NYCMNY83F15	 	111 8th Avenue - 15th Floor
	20733
	 	Crabel Capital Management	 	 	3/4/08	 	 	Feb MRC credit	 	 	(1,600.00	)	 	1073	 	Fiber	 	42819	 	NYCMNY83F03	 	111 8th Avenue - 3rd Floor	 	NYCMNY83F15	 	111 8th Avenue - 15th Floor
	20733
	 	Crabel Capital Management	 	 	3/4/08	 	 	Jan MRC credit	 	 	(1,600.00	)	 	1073	 	Fiber	 	42918	 	NYCMNY83F03	 	111 8th Avenue - 3rd Floor	 	NYCMNY83F15	 	111 8th Avenue -15th Floor
	4926
	 	BCE Nexxia Corp./Vendor 0020018292	 	 	3/25/08	 	 	ETF for cancelled order charged in error	 	 	(7,560.00	)	 	1118	 	TI ES	 	47890	 	CARTNJAAF01	 	-1400 Federal Drive	 	MIAWFLVRF02	 	- 50 NE 9th St
	6333a
	 	Tele 2 Sweden	 	 	3/28/08	 	 	Feb MRC for X connect order 28447	 	 	(200.00	)	 	1079	 	2.5 Gig Wave	 	28447	 	ASBNVABKTY2	 	-21711 Filigree Ct	 	ALBQNMAF02	 	-111 3RD Street NW
	6333a
	 	Tele 2 Sweden	 	 	3/28/08	 	 	X connect for or 28447 s/b disc on Jan 14	 	 	(116.13	)	 	1079	 	2.5 Gig Wave	 	28447	 	ASBNVACYTY2	 	- 21715 Filigree Court	 	NYCMNY83TY2	 	-111 8th Ave
	6467
	 	China Telecom	 	 	3/26/08	 	 	Outage credit for Feb 29	 	 	(8.06	)	 	1118	 	TI ES	 	34240	 	NYCMNYMMRTY:	 	- 60 Hudson St MMR	 	NYCNNY12F10	 	- 520 12th Street
	8228
	 	Telco Global Networks/Talk Talk Onetel	 	 	3/26/08	 	 	Order s/b disconn on Feb 7	 	 	(1,308.62	)	 	1071	 	DS3 TS	 	17118	 	LONDON05TY2	 	- 2 Exchange Tower, 7th Floor	 	NYCMNYTMMRTY:	 	- 60 Hudson St MMR
	8228
	 	Telco Global Networks/Talk Talk Onetel	 	 	3/26/08	 	 	Order s/b disconn on Feb 7	 	 	(6,741.38	)	 	1095	 	STM1 TS	 	15888	 	LONDON05TY2	 	- 2 Exchange Tower, 7th Floor	 	NYCMNYZRTY2	 	-60 Hudson Street
	9529
	 	Mintz Levin	 	 	3/4/08	 	 	Or 31433 s/b disconnected on Feb 25	 	 	(267.24	)	 	1069	 	DS1 TS	 	34333	 	BSTNMADWTY2	 	- 1 Financial Center	 	ENCTCA29F06	 	- 9255 Towne Centre Dr.






Page 3 of 4 









 






3-1-08 Invoicing




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUST ACCT	 	COMPANY NAME	 	ADJ DATE	 	 	REASON	 	AMT	 	 	PRODUCT ID	 	PRODUCT NAME	 	TBS NBR	 	A CLLI	 	A LOCATION	 	Z CLLI	 	Z LOCATION
	12938 A
	 	Bharti Tele Ventures AES Corporate	 	 	2/25/08	 	 	NRC charge in July s/b over 12 months	 	 	(13,700.00	)	 	1110	 	E1 TS	 	39362	 	NYCMNY83TY2	 	-111 8th Ave	 	SCCSNJEMF01	 	- 15 Enterprise Ave
	15623
	 	Hypercube LLC	 	 	2/19/08	 	 	Disconnect date s/b Jan 7	 	 	(1,512.10	)	 	1071	 	DS3 TS	 	37273	 	ATLAGAMVF21	 	- 55 Marietta Street	 	TAMRFLP1TY2	 	-1700 North 25th Street
	1821 B
	 	T-System/Deutche Telekom ICSS	 	 	2/21/08	 	 	Jan MRC credit order belongs on ace # 1821	 	 	(800.00	)	 	1001	 	100-Base-T TS	 	43575	 	NYCMNYZRMMR	 	60 Hudson Street - MMR	 	NYCMNY83F15	 	111 8th Avenue - 15th Floor
	1821 B
	 	T-System/Deutche Telekom ICSS	 	 	2/28/08	 	 	Credit MRC and NRC for Sept $800 each	 	 	(1,600.00	)	 	1001	 	100-Base-T TS	 	43575	 	NYCMNYZRMMR	 	60 Hudson Street - MMR	 	NYCMNY83F15	 	111 8th Avenue - 15th Floor
	1821 B
	 	T-System/Deutche Telekom ICSS	 	 	2/28/08	 	 	Credit Nov MRC	 	 	(800.00	)	 	1001	 	100-Base-T TS	 	43575	 	NYCMNYZRF09	 	60 Hudson Street - 9th Floor	 	NYCMNY83F15	 	111 8th Avenue - 15th Floor
	1821 B
	 	T-System/Deutche Telekom ICSS	 	 	2/28/08	 	 	Oct MRC credit	 	 	(800.00	)	 	1001	 	100-Base-T TS	 	43575	 	NYCMNYZRMMR	 	60 Hudson Street - MMR	 	NYCMNY83F15	 	111 8th Avenue-15th Floor
	1821 B
	 	T-System/Deutche Telekom ICSS	 	 	2/28/08	 	 	Credit Dec MRC	 	 	(800.00	)	 	1001	 	100-Base-T TS	 	43575	 	NYCMNYZRMMR	 	60 Hudson Street - MMR	 	NYCMNY83F15	 	111 8th Avenue - 15th Floor
	1821 B
	 	T-System/Deutche Telekom ICSS	 	 	2/21/08	 	 	Feb MRC order belongs on 1821 account	 	 	(800.00	)	 	1001	 	100-Base-T TS	 	43575	 	NYCMNYZRMMR	 	60 Hudson Street - MMR	 	NYCMNY83F15	 	111 8th Avenue - 15th Floor
	2342
	 	Vanco Direct USA, LLC.	 	 	2/11/08	 	 	COC date for discon is Jan 25	 	 	(329.03	)	 	1088	 	OC3 TS	 	41547	 	NYCMNYZRMMR	 	60 Hudson Street - MMR	 	NYCMNYZRF19	 	60 Hudson Street - 19th Floor
	2402
	 	Singapore Telecom USA	 	 	2/27/08	 	 	Outage credit	 	 	(380.00	)	 	1069	 	DS1 TS	 	38468	 	NYCMNYZRTY2	 	- 60 Hudson Street	 	HPPGNYFXF01	 	- 200 Motor Parkway
	6719
	 	Sirius Telecom	 	 	2/21/08	 	 	Renewal s/b eff Jan 8 not Feb 1	 	 	(2,967.74	)	 	1084	 	OC12 TS	 	46599	 	LSANCARCF04	 	-1 Wilshire	 	NYCMNYZRTY2	 	- 60 Hudson Street






2-1-08 Invoicing




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUST ACCT	 	COMPANY NAME	 	ADJ DATE	 	 	REASON	 	AMT	 	 	PRODUCT ID	 	PRODUCT NAME	 	TBS NBR	 	A CLLI	 	A LOCATION	 	Z CLLI	 	Z LOCATION
	22256
	 	Soundview Broadcasting	 	 	1/23/08	 	 	COLO access issues	 	 	(2,200.00	)	 	1059	 	Colocation Product	 	44570	 	NYCMNY83F03	 	111 8th Avenue - 3rd Floor	 	NYCMNY83F03	 	111 8th Avenue - 3rd Floor
	9109
	 	PMH Network Services Inc.	 	 	1/24/08	 	 	COLO increase s/b $1000 not 1200	 	 	(200.00	)	 	1059	 	Colocation Product	 	47171	 	NWRKNJMD	 	165 Halsey Street	 	NWRKNJMD	 	165 Halsey Street






1-1-08 Invoicing




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUST ACCT	 	COMPANY NAME	 	ADJ DATE	 	 	REASON	 	AMT	 	 	PRODUCT ID	 	PRODUCT NAME	 	TBS NBR	 	A CLLI	 	A LOCATION	 	Z CLLI	 	Z LOCATION
	4469
	 	Teleglobe America	 	 	12/6/07	 	 	Or 45299 is not finished yet and COC sent in error	 	 	(1,425.00	)	 	1071	 	DS3 TS	 	45299	 	NYCMNY83TY2	 	-111 8th Ave	 	NWRKNJMDTY2	 	-165 Halsey
	4926
	 	BCE Nexxia Corp./Vendor 0020018292	 	 	12/6/07	 	 	Order should be disc on Nov 3	 	 	(280.00	)	 	1088	 	OC3 TS	 	14561	 	NYCMNY83F03	 	111 8th Avenue - 3rd Floor	 	NYCMNYBX	 	75 Broad Street
	4926
	 	BCE Nexxia Corp./Vendor 0020018292	 	 	12/21/07	 	 	Order disc on Nov 1 s/b Sept 8	 	 	(128.33	)	 	1071	 	DS3 TS	 	20831	 	NYCMNY83F08	 	111 8th Avenue - 8th Floor	 	NYCMNYZRF19	 	60 Hudson Street - 19th Floor
	4926
	 	BCE Nexxia Corp./Vendor 0020018292	 	 	12/21/07	 	 	Order disc on Nov 1 s/b Sept 8 Oct mrc	 	 	(175.00	)	 	1071	 	DS3 TS	 	20831	 	NYCMNY83F08	 	111 8th Avenue - 8th Floor	 	NYCMNYZRF19	 	60 Hudson Street - 19th Floor
	6395 COLO
	 	BT Americas lnc (CoLo)	 	 	12/26/07	 	 	44182 is a duplicate order for 45075	 	 	(1,500.00	)	 	1004	 	60 Hud MMR Cabins	 	44182	 	NYCMNYZRMMR	 	60 Hudson Street - MMR	 	NYCMNYZRMMR	 	60 Hudson Street - MMR






Page 4 of 4 









 






Section 4.27 Network Facilities and Operations




Section 4.27(b)





	 	 	The Company does not have TDM RTU licenses for approximately 4,000 ports on the Cisco PGW 2200
software module, which provides call control for the Cisco 5400 media gateways.




- 52 -









 











Section 4.27 Network Facilities and Operations




Section 4.27(b)(i)





	 	 	See attached.




- 53 -









 











In Service Equipment Inventory Summary




	 	 	 	 	 	 	 
	 	 	 	 	Quantity
	Vendor	 	Equipment Type	 	Installed
	Nortel

	 	OC-48 Classic
	 	 	110	 
	Nortel

	 	OM-3500
	 	 	100	 
	Nortel

	 	OM-5200
	 	 	40	 
	Nortel

	 	OME-6500
	 	 	27	 
	Nortel

	 	OM3300/3400
	 	 	9	 
	MRV

	 	Lambda Driver Chassis
	 	 	6	 
	MRV

	 	Fiber Driver 16 Slot Chassis
	 	 	126	 
	MRV

	 	Fiber Driver 4 Slot Chassis
	 	 	11	 
	MRV

	 	Fiber Driver Single Slot Chassis
	 	 	132	 
	Coastcom

	 	R410CH
	 	 	1	 
	Turin

	 	Traverse 2000
	 	 	13	 
	Turin

	 	TE-100
	 	 	2	 
	Adtran

	 	M1/3 MUX 2800
	 	 	135	 
	Adtran

	 	M1/3 MUX 2820
	 	 	47	 
	Adtran

	 	6100
	 	 	26	 
	Ekinops

	 	C600
	 	 	8	 
	RAD

	 	DXC-30
	 	 	2	 
	Pandatel

	 	SMUX
	 	 	21	 
	Optilian

	 	MDX-40a
	 	 	32	 
	Juniper

	 	M40 Router
	 	 	2	 
	Riverstone

	 	RS8000
	 	 	2	 
	Riverstone

	 	RS3000
	 	 	1	 
	Cisco

	 	3550-24
	 	 	11	 
	Cisco

	 	3750G
	 	 	23	 
	Cisco

	 	5400
	 	 	21	 
	Cisco

	 	2651
	 	 	2	 
	Cisco

	 	15454
	 	 	2	 
	Cisco

	 	7613
	 	 	2	 
	Force10

	 	E300
	 	 	1	 
	Ciena/Internet Photonics

	 	CN220
	 	 	2	 
	Ciena/Internet Photonics

	 	MX2500
	 	 	2	 
	Ciena/Internet Photonics

	 	MX40
	 	 	4	 
	Ciena/Internet Photonics

	 	MX55
	 	 	8	 
















 






New York




	 	 	 	 	 
	Location	 	Item	 	Mfr
	60 Hudson Street MMR

	 	Automatic Transfer Switch (ATS)
	 	Russelectric
	60 Hudson Street MMR

	 	1,000 KW, 480 V Generator
	 	Onan/Cummins
	60 Hudson Street MMR

	 	1,000 KW, 480 V Generator
	 	Onan/Cummins
	60 Hudson Street MMR

	 	225 KVA / 180 KW 600T UPS
(Uninterruptible Power Supply)
	 	Liebert
	60 Hudson Street MMR

	 	- Transformer Cabinet
	 	Liebert
	60 Hudson Street MMR

	 	- Battery Power Pack System 

19 minutes full load
	 	Liebert
	60 Hudson Street MMR

	 	- Maintenance Bypass Cabinet
	 	Liebert
	60 Hudson Street MMR

	 	130 KVA Npower UPS 

(Uninterruptible Power Supply)
	 	Liebert / Emerson
	60 Hudson Street MMR

	 	Liebert UPS Batteries
	 	Liebert / Emerson
	60 Hudson Street MMR

	 	Liebert Mtce Bypass Cabinet
	 	Liebert / Emerson
	60 Hudson Street MMR

	 	30 ton Water Cooled 

Upflow Deluxe System 3 — HVAC #1
	 	Liebert
	60 Hudson Street MMR

	 	30 ton Water Cooled 

Upflow Deluxe System 3 — HVAC #2
	 	Liebert
	60 Hudson Street MMR

	 	30 ton Water Cooled 

Upflow Deluxe System 3 — HVAC #3
	 	Liebert
	60 Hudson Street MMR

	 	30 ton Water Cooled 

Upflow Deluxe System 3 — HVAC #4
	 	Liebert
	60 Hudson Street MMR

	 	30 ton Water Cooled 

Upflow Deluxe System 3 — HVAC #5
	 	Liebert
	60 Hudson Street MMR

	 	30 ton Water Cooled 

Upflow Deluxe System 3 — HVAC #6
	 	Liebert
	60 Hudson Street MMR

	 	Control Room A / C
	 	Trane
	60 Hudson Street MMR

	 	6 ton Air Cooled HVAC BT Office
	 	APC
	60 Hudson Street MMR

	 	Elevator Lift
	 	Wizard
	60 Hudson Street 1211

	 	ATS-800A 480V
	 	Cummins / ONAN
	60 Hudson Street 1211

	 	ATS -225A 480V
	 	ASCO
	60 Hudson Street 1211

	 	500kW Emergency Generator
	 	Cummins / ONAN
	60 Hudson Street 1211

	 	500kW Emergency Generator -
Engine
	 	Cummins / ONAN
	60 Hudson Street 1211

	 	130 KVA / 104KW Npower UPS

(Uninterruptible Power Supply)
	 	Liebert / Emerson
	60 Hudson Street 1211

	 	Liebert UPS Battery Cabinet
	 	Liebert / Emerson
	60 Hudson Street 1211

	 	Liebert Mtce Bypass Cabinet
	 	Liebert / Emerson
	60 Hudson Street 1211

	 	20 ton Glycol System Upflow
HVAC #1
	 	Liebert / Emerson
	60 Hudson Street 1211

	 	20 ton Glycol System Upflow
HVAC #2
	 	Liebert / Emerson
	60 Hudson Street 1211

	 	20 ton Glycol System Upflow
HVAC #3
	 	Airflow
	60 Hudson Street 1211

	 	20 ton Glycol System Upflow
HVAC #4
	 	Skymark
	60 Hudson Street 1211

	 	Dry Cooler # 1, 20 ton capacity
	 	Liebert / Emerson
	60 Hudson Street 1211

	 	Dry Cooler # 2, 20 ton capacity
	 	Liebert / Emerson
	60 Hudson Street 1211

	 	Dry Cooler # 3, 20 ton capacity
	 	Airflow
	60 Hudson Street 1211

	 	Glycol Pumps	 	 
	60 Hudson Street 1211

	 	Pump switch control
	 	Liebert / Emerson
	60 Hudson Street 1903

	 	20 ton Glycool System 

Upflow Deluxe System 3 — HVAC #1
(old #5)
	 	Liebert






Page 1 of 2









 






New York




	 	 	 	 	 
	Location	 	Item	 	Mfr
	60 Hudson Street 1903

	 	20 ton Glycool System Upflow Deluxe
System 3 — HVAC #2
(old #2)
	 	Liebert
	60 Hudson Street 1903

	 	20 ton Water Cooled Upflow Deluxe
System 3 — HVAC #4 (new
2004)
	 	Liebert
	60 Hudson Street 1903

	 	20 ton Water Cooled Upflow Deluxe
System 3 — HVAC #6 (new
2004)
	 	Liebert
	60 Hudson Street 1903

	 	10 ton Glycool System Upflow Deluxe
System 3 — HVAC #7
(old #3)
	 	Liebert
	60 Hudson Street 1903

	 	20 ton Glycool System Upflow Deluxe
System 3 — HVAC #8
(old #6)
	 	Liebert
	60 Hudson Street 1903

	 	20 ton Glycool System Upflow Deluxe
System 3 — HVAC #9
(old #4)
	 	Liebert
	60 Hudson Street 1903

	 	Dry Cooler on North offset
	 	Liebert
	60 Hudson Street 1903

	 	Dry Cooler on South offset
	 	Liebert
	60 Hudson Street 1903

	 	APC Silcon 320 KVA / 320 KW UPS
	 	APC
	60 Hudson Street 1903

	 	APC UPS Batteries
	 	APC
	60 Hudson Street 1903

	 	400kW Emergency Generator
	 	Caterpillar
	111 8th Avenue

	 	Automatic Transfer Switch (ATS) -
600Amps @ 480V
	 	ASCO-7000
	111 8th Avenue

	 	Automatic Transfer Switch (ATS) -
400Amps @ 480V
	 	ASCO-940
	111 8th Avenue

	 	APC 160 KVA /160 KW UPS
(Uninterruptible Power Supply)
	 	APC
	111 8th Avenue

	 	20 ton Air Cooled unit — HVAC Unit #1
	 	United CoolAir
	111 8th Avenue

	 	20 ton Air Cooled unit — HVAC Unit #2
	 	United CoolAir
	111 8th Avenue

	 	20 ton Air Cooled unit — HVAC Unit #3
	 	United CoolAir
	111 8th Avenue

	 	20 ton Air Cooled unit — HVAC Unit #4
	 	United CoolAir
	111 8th Avenue

	 	8 ton Glycol Cooled 
Upflow Deluxe
System 3 — HVAC #5
	 	Liebert
	111 8th Avenue

	 	8 ton Glycol Cooled 

Upflow Deluxe System 3 — HVAC #6
	 	Liebert
	111 8th Avenue

	 	Dry Cooler
	 	Liebert






Page 2 of 2









 






New Jersey




	 	 	 	 	 
	Location	 	Item	 	Mfr
	165 Halsey street

	 	750 kW Caterpillar — Generator
	 	Caterpillar
	165 Halsey street

	 	750 kW Caterpillar — Engine
	 	Caterpillar
	165 Halsey street

	 	750 kW Battery Chgr
	 	Caterpillar
	165 Halsey street

	 	1500 kW Baldor IDLC 1500-M —
Generator
	 	Baldor
	165 Halsey street

	 	1500 kW Baldor — Engine
	 	Mitsubishi
	165 Halsey street

	 	1500 kW Battery Chgr
	 	Mitsubishi
	165 Halsey street

	 	500 KVA Mitsubishi UPS series
9800D, 480-480 V
	 	Mitsubishi
	165 Halsey street

	 	- 3 Battery Cabinets 11 minutes
full load (.8PF)
	 	Mitsubishi
	165 Halsey street

	 	- Maintenance Bypass Cabinet
	 	Mitsubishi
	165 Halsey street

	 	500 KVA TMEIC UPS series G8000MM,
480-480 V
	 	Mitsubishi
	165 Halsey street

	 	- 3 Battery Cabinets 11 minutes
full load (.8PF)
	 	Mitsubishi
	165 Halsey street

	 	- Maintenance Bypass Cabinet
	 	Mitsubishi
	165 Halsey street

	 	500 KVA TMEIC UPS series G8000MM,
480-480 V
	 	Mitsubishi
	165 Halsey street

	 	- 3 Battery Cabinets 11 minutes
full load (.8PF)
	 	Mitsubishi
	165 Halsey street

	 	- Maintenance Bypass Cabinet 	 	Mitsubishi
	165 Halsey street

	 	150KVA
pwr distribution unit 480 TO
208/120V	 	Liebert
	165 Halsey street

	 	150KVA pwr distribution unit 480 TO
208/120V
	 	Liebert
	165 Halsey street

	 	150KVA pwr distribution unit 480 TO
208/120V
	 	Liebert
	165 Halsey street

	 	150KVA pwr distribution unit 480 TO
208/120V
	 	MGE
	165 Halsey street

	 	150KVA pwr distribution unit 480 TO
208/120V
	 	MGE
	165 Halsey street

	 	150KVA pwr distribution unit 480 TO
208/120V
	 	PDI
	165 Halsey street

	 	150KVA pwr distribution unit 480
TO 208/120V
	 	PDI
	165 Halsey street

	 	AC-1 — 20 tons DOWNFLOW
	 	Liebert
	165 Halsey street

	 	AC-2 — 20 tons DOWNFLOW
	 	Liebert
	165 Halsey street

	 	AC-3 — 20 tons DOWNFLOW
	 	Liebert
	165 Halsey street

	 	AC-4 — 30 tons DOWNFLOW
	 	Liebert
	165 Halsey street

	 	AC-5 — 30 tons DOWNFLOW
	 	Liebert
	165 Halsey street

	 	AC-6 — 20 tons DOWNFLOW
	 	Liebert
	165 Halsey street

	 	AC-7 — 30 tons DOWNFLOW
	 	Liebert
	165 Halsey street

	 	AC-8 — 20 tons DOWNFLOW
	 	Liebert
	165 Halsey street

	 	AC-9 — 20 tons UPFLOW
	 	Liebert
	165 Halsey street

	 	AC-10 — 8 tons UPFLOW
	 	Liebert
	165 Halsey street

	 	AC-11 — 15 tons DOWNFLOW
	 	Liebert
	165 Halsey street

	 	AC-12 — 15 tons DOWNFLOW
	 	Liebert
	165 Halsey street

	 	AC-13 — 15 tons DOWNFLOW
	 	Liebert
	165 Halsey street

	 	AC-14 — 15 tons DOWNFLOW
	 	Liebert






Page 1 of 2









 






New Jersey




	 	 	 	 	 
	Location	 	Item	 	Mfr
	165 Halsey street

	 	AC-15 — 15 tons DOWNFLOW
	 	Liebert
	165 Halsey street

	 	AC-16 — 15 tons DOWNFLOW
	 	Liebert
	165 Halsey street

	 	AC-17 — 15 tons DOWNFLOW
	 	Liebert
	165 Halsey street

	 	AC-18 — 15 tons UPFLOW
	 	Liebert
	165 Halsey street

	 	AC-19 — 20 tons DOWNFLOW
	 	Liebert
	165 Halsey street

	 	AC-20 — 20 tons DOWNFLOW
	 	Liebert
	165 Halsey street

	 	AC-21 — 20 tons DOWNFLOW
	 	Liebert
	165 Halsey street

	 	AC-22 — 20 tons DOWNFLOW
	 	Liebert
	165 Halsey street

	 	AC-23 — 20 tons DOWNFLOW
	 	Liebert
	165 Halsey street

	 	AC-24 — 20 tons DOWNFLOW
	 	Liebert
	165 Halsey street

	 	AC-25 — 20 tons DOWNFLOW
	 	Liebert
	165 Halsey street

	 	AC-26 — 20 tons DOWNFLOW
	 	Liebert
	165 Halsey street

	 	AC-27 — 30 tons DOWNFLOW
	 	Liebert
	165 Halsey street

	 	AC-28 — 30 tons DOWNFLOW
	 	Liebert
	165 Halsey street

	 	AC-29 — 30 tons DOWNFLOW
	 	Liebert
	165 Halsey street

	 	AC-30 — 20 tons UPFLOW
	 	Liebert
	165 Halsey street

	 	DC-1 DRYCOOLER UNIT — 60 tons
	 	Liebert
	165 Halsey street

	 	DC-2 DRYCOOLER UNIT — 60 tons
	 	Liebert
	165 Halsey street

	 	DC-3 DRYCOOLER UNIT — 60 tons
	 	Liebert
	165 Halsey street

	 	DC-4 DRYCOOLER UNIT — 60 tons
	 	Liebert
	165 Halsey street

	 	DC-5 DRYCOOLER UNIT — 60 tons
	 	Liebert
	165 Halsey street

	 	DC-6 DRYCOOLER UNIT — 60 tons
	 	Liebert
	165 Halsey street

	 	DC-7 DRYCOOLER UNIT
	 	Liebert
	165 Halsey street

	 	DC-8 DRYCOOLER UNIT
	 	Liebert
	165 Halsey street

	 	DC-9 DRYCOOLER UNIT
	 	Liebert
	165 Halsey street

	 	PB-18 CENTRIFUGAL CONDENSER -1
	 	Liebert
	165 Halsey street

	 	GSP-1 PUMP
	 	BUFFALO
	165 Halsey street

	 	GSP-2 PUMP
	 	BUFFALO
	165 Halsey street

	 	MAU-1
	 	TRANE
	165 Halsey street

	 	MAU-2
	 	TRANE
	165 Halsey street

	 	EF-1 EXHAUST FAN
	 	PENN
	1 Gateway Center

	 	205 kW Emergency generator GenSet
	 	Generac
	1 Gateway Center

	 	Generator Engine
	 	Generac
	1 Gateway Center

	 	80 kVA UPS
	 	MGE






Page 2 of 2









 






California & Illinois




	 	 	 	 	 
	Location	 	Item	 	Mfr
	707 Wilshire Blvd, Los Angeles, CA

	 	Philtek — 24KVA Inverter
	 	Philtek
	707 Wilshire Blvd, Los Angeles, CA

	 	AC-1 — 15 tons UPNFLOW
	 	Liebert
	707 Wilshire Blvd, Los Angeles, CA

	 	AC-3 — 8 tons UPNFLOW
	 	Liebert
	707 Wilshire Blvd, Los Angeles, CA

	 	AC-4 — 8 tons UPNFLOW
	 	Liebert
	600 South Federal St., Chicago IL

	 	AC-1 — 20 tons UPFLOW
	 	Liebert
	600 South Federal St., Chicago IL

	 	AC-2 — 20 tons UPFLOW
	 	Liebert
	600 South Federal St., Chicago IL

	 	AC-3 — 20 tons UPFLOW
	 	Liebert







Page 1 of 1











 





     



UPS & DC Plant Batt




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Batt	 	Install	 	 	 	 	 	 	 	 
	 	 	Install Site	 	Equipment	 	Plant Type	 	Battery Type	 	Strings	 	Date	 	Work description	 	MR#	 	PO#	 	 
	CER

	 	1301 A of A
	 	DC Plant
	 	FA15 100/400 A
	 	Yuasa PowerLock PL-150 12V
	 	 	2	 	 	Sep-2000
	 	Batt being scheduled for rplcmnt Jun 2009 — 1 new string only
	 	 	—	 	 	 	—	 	 	Fibernet 1301 Avenue of the
	CER

	 	520 Madison Ave
	 	DC Plant
	 	FA 30 A
	 	Yuasa PowerLock PL-150 12V
	 	 	4	 	 	Sep-2000
	 	Batt being scheduled for rplcmnt Jun 2009 — 2 new strings only
	 	 	—	 	 	 	—	 	 	FiberNet Telecom, Inc. 520 Madison Ave
	CXR 

HOTEL

	 	111 Pavonia Avenue
	 	DC Plant
	 	FA45 750 Amp Plant
	 	1x Absolyte 100A45
	 	 	1	 	 	Oct-2000
	 	Battery readings within spec as of Jan 2008
	 	 	—	 	 	 	—	 	 	Fibernet 111 Pavonia Avenue
	CER

	 	300 Park Ave
	 	DC Plant
	 	FA15 100/400 A
	 	Yuasa PowerLock PL-150 12V
	 	 	3	 	 	Oct-2000
	 	Batt being scheduled for rplcmnt Jun 2009 — 1 new string only
	 	 	—	 	 	 	—	 	 	300 Park Ave NYC
	CER

	 	375 Hudson Steet
	 	DC Plant
	 	FA15 100/400 A
	 	Yuasa PowerLock PL-150 12V
	 	 	3	 	 	Oct-2000
	 	Batt being scheduled for rplcmnt Jun 2009 — 1 new string only
	 	 	—	 	 	 	—	 	 	375 Hudson Steet NYC
	CER

	 	1 Gateway Center
	 	DC Plant
	 	FA15 100/400 A
	 	Yuasa PowerLock PL-150 12V
	 	 	3	 	 	Nov-2000
	 	Batt being scheduled for rplcmnt Jun 2009 — 2 new strings only
	 	 	—	 	 	 	—	 	 	1 Gateway Center NJ
	CER

	 	150 East 42nd Street
	 	DC Plant
	 	FA15 100/400 A
	 	Yuasa PowerLock PL-150 12V
	 	 	3	 	 	Nov-2000
	 	Batt being scheduled for rplcmnt Jun 2009 — 1 new string only
	 	 	—	 	 	 	—	 	 	Fibernet 150 East 42nd Street
	LA

	 	530 W6 / LA
	 	DC Plant
	 	FA15 100/400 A
	 	Yuasa PowerLock PL-150 12V
	 	 	2	 	 	Jan-2001
	 	Battery readings within spec as of Aug 2007	 	 	—	 	 	 	—	 	 	 
	MAJOR

	 	60 Hudson St- 1903
	 	DC Plant
	 	Emerson 8400 Amp Plant
	 	C&D Liberty 2000
	 	 	2	 	 	Feb-2000
	 	Strings 7 & 8 from 2000
	 	 	—	 	 	 	—	 	 	FiberNet Telecom, Inc. 60 Hudson Street
	MAJOR

	 	707 Wishire/LA
	 	DC Plant
	 	6000 Amp Argus Plant
	 	Absolyte 100G31
	 	 	6	 	 	Feb-2001
	 	Battery readings within spec as of Aug 2007	 	 	—	 	 	 	—	 	 	 
	MAJOR

	 	111 8th Avenue Suite 303
	 	DC Plant
	 	2700 Amp C&C Power
	 	Absolyte 100A31
	 	 	2	 	 	Mar-2001
	 	Battery strings 4 & 5 are A31.	 	 	 	 	 	 	 	 	 	 
	MAJOR

	 	111 8th Avenue Suite 303
	 	DC Plant
	 	2700 Amp C&C Power
	 	Absolyte 100A33
	 	 	1	 	 	Mar-2001
	 	String 6 is A33.
	 	 	—	 	 	 	—	 	 	FiberNet Telecom, Inc. 111 8th Avenue
	MAJOR

	 	111 8th Avenue Suite 303
	 	DC Plant
	 	Eltek (PCP) 2000 A Plant
	 	Absolyte 100A33
	 	 	1	 	 	Mar-2001
	 	String 3 is from Mar 2001
	 	 	—	 	 	 	—	 	 	FiberNet Telecom, Inc. 111 8th Avenue
	LA

	 	600 W7 St / LA
	 	DC Plant
	 	FA15 100/400 A
	 	Marathon 155 AH M12V155FT
	 	 	1	 	 	Feb-2004
	 	Removed 2 strings Yuasa PowerLock 150AH
	 	 	5220	 	 	 	—	 	 	FiberNet Telecom, Inc. 32 A/A
	CER

	 	1 Gateway Center
	 	UPS
	 	MGE 80KVA
	 	Sprinter S12V370F
	 	 	1	 	 	Sep-2004
	 	string (36 cells) replaced in 2004
	 	 	6026	 	 	 	—	 	 	1 Gateway Center NJ
	MAJOR

	 	60 Hudson St-MMR
	 	DC Plant
	 	C&C 10000 Amp Plant
	 	4x Absolyte 100A99
	 	 	4	 	 	Dec-2001
	 	Space/support for two addti strings. Strings 5 & 6 removed Oct 2007
	 	 	—	 	 	 	—	 	 	FiberNet Telecom, Inc. 60 Hudson Street
	MAJOR

	 	60 Hudson St- MMR
	 	UPS
	 	Emerson 600T 225KVA
	 	Sprinter S12V370F
	 	 	2	 	 	Nov-2003
	 	40 cells per string. Batt being scheduled for rplcmnt May 2009 — 2 new strings
	 	 	4913	 	 	 	—	 	 	 
	CXR 

HOTEL

	 	32 Ave of Americas
	 	DC Plant
	 	Argus Plant
	 	Marathon 155 AH M12V155FT
	 	 	1	 	 	Mar-2005
	 	Removed 1 strings Yuasa PowerLock
150AH. Additional strings onslte
	 	 	6959	 	 	 	004168	 	 	FiberNet Telecom, Inc. 32 A/A
	CER

	 	122 East 42nd Street
	 	DC Plant
	 	FA15 100/400 A
	 	Marathon 155 AH M12V155FT
	 	 	1	 	 	May-2006
	 	 	 	 	8550	 	 	 	005610	 	 	Fibernet 122 East 42nd Street
	CER

	 	1700 Broadway
	 	DC Plant
	 	FA15 100/400 A
	 	Marathon 155 AH M12V155FT
	 	 	1	 	 	May-2006
	 	 	 	 	8551	 	 	 	005609	 	 	Fibernet 1700 Broadway
	CER

	 	375 Park Ave
	 	DC Plant
	 	FA15 100/400 A
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	375 Park Ave NYC
	Csr Site

	 	111 8th Avenue Suite 733 — NTTA
	 	DC Plant
	 	 	 	Marathon M12V90FT
	 	 	1	 	 	Mar-2007
	 	2 strings (4 cells) replaced with 1 string
	 	 	9564	 	 	 	6687	 	 	 
	CXR 

HOTEL

	 	25 Broadway
	 	DC Plant
	 	RA 15 100/200A
	 	Marathon 155 AH M12V155FT
	 	 	1	 	 	Mar-2007
	 	Removed 2 strings Yuasa PowerLock 150AH
	 	 	9586	 	 	 	006700	 	 	Fibernet 25 Broadway
	MAJOR

	 	60 Hudson St-MMR
	 	UPS
	 	Emerson Npower 130KVA
	 	C&D UPS12-370FR
	 	 	1	 	 	Nov-2004
	 	Batt being scheduled for rplcmnt May 2009 — 1 new string
	 	 	6288	 	 	 	3557	 	 	 
	MAJOR

	 	165 Halsey Street
	 	DC Plant
	 	FA45
	 	Marathon 155 AH M12V155FT
	 	 	2	 	 	Mar-2005
	 	1st string of marathon installed Sep 2002 2nd string installed 2005
	 	 	3839 6960	 	 	 	00 — 004167	 	 	Fibernet 165 Halsey Street
	MAJOR

	 	111 8th Avenue Suite 303
	 	UPS
	 	APC Silcon 160KVA
	 	2x strings of 32 cells
	 	 	2	 	 	Apr-2007
	 	Batteries replaced through Secure Comm & APC
	 	 	9767	 	 	 	6862	 	 	FiberNet Telecom, Inc. 111 8th Avenue
	MAJOR

	 	111 8th Avenue Suite 303
	 	DC Plant
	 	Eltek (PCP) 2000 A Plant
	 	Absolyte 100A33
	 	 	1	 	 	Aug-2007
	 	String 2 from Aug 2007. String 1 rplcmnt coming May 2009
	 	 	10009	 	 	 	007089	 	 	FiberNet Telecom, Inc. 111 8th Avenue
	MAJOR

	 	60 Hudson St- 1211
	 	UPS
	 	Emerson Npower 130KVA
	 	C&D UPS12-370FR
	 	 	1	 	 	Sep-2007
	 	unit installed In 2007. 1x string of 40 Cells	 	 	—	 	 	 	—	 	 	 
	MAJOR

	 	60 Hudson St- 1903
	 	UPS
	 	APC Silcon 320KVA
	 	Sprinter S12V270F
	 	 	2	 	 	Sep-2007
	 	2x strings of 32 cells each replaced in 2007
	 	 	10299	 	 	 	007376	 	 	 
	MAJOR

	 	165 Halsey Street
	 	UPS
	 	500 KVA Mitsubishi UPS series
9800D, 480-480 V
	 	Power Battery model TC12150C
	 	 	3	 	 	Mar-2008
	 	UPS 2 — 40 cells per string/cabinet, 3 strings total	 	 	 	 	 	 	 	 	 	 
	MAJOR

	 	165 Halsey Street
	 	UPS
	 	500 KVA TMEIC UPS series G8000MM, 480-480 V
	 	Power Battery model TC12150C
	 	 	3	 	 	Oct-2008
	 	UPS 3 — 40 cells per
string/cabinet, 3 strings total	 	 	 	 	 	 	 	 	 	 
	CER

	 	 	 	DC Plant
	 	FA15 100/400 A
	 	Marathon 155 AH M12V155FT
	 	 	1	 	 	Nov-2008
	 	 	 	 	21137	 	 	 	009038	 	 	Fibernet 195 Broadway
	CER

	 	650 Madison Avenue
	 	DC Plant
	 	FA15 100/400 A
	 	Marathon 155 AH M12V155FT
	 	 	1	 	 	Nov-2008
	 	 	 	 	21262	 	 	 	009114	 	 	Fibernet 650 Madison Avenue
	MAJOR

	 	165 Halsey Street
	 	UPS
	 	500 KVA TMEIC UPS series G8000MM, 480-480 V
	 	Power Battery model TC12150C
	 	 	3	 	 	Feb-2009
	 	UPS 4 -40 cells per string/cabinet 3 strings total	 	 	 	 	 	 	 	 	 	 
	MAJOR

	 	60 Hudson St- 1211
	 	DC Plant
	 	PECO II 2400 Amp Plant
	 	Absolyte 100G33
	 	 	4	 	 	Apr-2009
	 	Space/support on each of two steel platforms for 32 additional mods. 64 total
	 	 	21673	 	 	 	009431	 	 	Fibernet Telecom, Inc. 60 Hudson Street
	MAJOR

	 	60 Hudson St- 1903
	 	DC Plant
	 	Emerson 8400 Amp Plant	 	Absolyte 100G33
	 	 	6	 	 	Apr-2009
	 	Strings 1 thru 8 replaced Apr 2009.
	 	 	21672	 	 	 	009432	 	 	 






UPS & DC Plant Batt

DC Plants by site


5/18/2009


 









 





     



DC Plants




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Max Rectifer	 	Current Rectifer	 	Current	 	 	 	Install
	 	 	Install Site	 	Equipment	 	Plant Type	 	Capacity	 	Capacity	 	Load	 	Load Chk Date	 	Date
	CER

	 	1 Gateway Center
	 	DC Plant
	 	FA15 100/400 A
	 	 	300	 	 	 	150	 	 	 	 	 	 	 	 	Nov-2000
	MAJOR

	 	111 8th Avenue Suite

303
	 	DC Plant
	 	2700 Amp C&C Power
	 	 	2700	 	 	 	1850	 	 	 	360	 	 	24-Apr-09
	 	Mar-2001
	MAJOR

	 	111 8th Avenue Suite

303
	 	DC Plant
	 	Eltek (PCP) 2000 A Plant
	 	 	2400	 	 	 	1600	 	 	 	565	 	 	24-Apr-09	 	 
	Csr Site

	 	111 8th Avenue Suite 733 -
NTTA
	 	DC Plant
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Mar-2007
	CXR HOTEL

	 	111 Pavonia Avenue
	 	DC Plant
	 	FA45 750 Amp Plant
	 	 	800	 	 	 	400	 	 	 	25	 	 	2-Feb-09
	 	Oct-2000
	CER

	 	122 East 42nd Street
	 	DC Plant
	 	FA15 100/400 A
	 	 	400	 	 	 	100	 	 	 	3	 	 	14-Apr-09	 	 
	CER

	 	1301 A of A
	 	DC Plant
	 	FA15 100/400 A
	 	 	300	 	 	 	100	 	 	 	12	 	 	10-Nov-08
	 	Sep-2000
	CER

	 	150 East 42nd Street
	 	DC Plant
	 	FA15 100/400 A
	 	 	400	 	 	 	100	 	 	 	0	 	 	13-Apr-09
	 	Nov-2000
	MAJOR

	 	165 Halsey Street
	 	DC Plant
	 	FA45
	 	 	800	 	 	 	350	 	 	 	160	 	 	13-Nov-08	 	 
	CER

	 	1700 Broadway
	 	DC Plant
	 	FA15 100/400 A
	 	 	400	 	 	 	100	 	 	 	9	 	 	23-Apr-09	 	 
	CER

	 	195 Broadway
	 	DC Plant
	 	FA15 100/400 A
	 	 	400	 	 	 	150	 	 	 	80	 	 	24-Nov-08	 	 
	CXR HOTEL

	 	25 Broadway
	 	DC Plant
	 	RA 15 100/200A
	 	 	200	 	 	 	150	 	 	 	 	 	 	 	 	 
	CER

	 	300 Park Ave
	 	DC Plant
	 	FA15 100/400 A
	 	 	400	 	 	 	100	 	 	 	1	 	 	17-Apr-09
	 	Oct-2000
	CXR 

HOTEL

	 	32 Ave of Americas
	 	DC Plant
	 	Argus Plant
	 	 	400	 	 	 	200	 	 	 	 	 	 	 	 	 
	CER

	 	375 Hudson Steet
	 	DC Plant
	 	FA15 100/400 A
	 	 	400	 	 	 	100	 	 	 	4	 	 	23-Apr-09
	 	Oct-2000
	CER

	 	375 Park Ave
	 	DC Plant
	 	FA15 100/400 A	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CER

	 	520 Madison Ave
	 	DC Plant
	 	FA 30 A
	 	 	600	 	 	 	300	 	 	 	11	 	 	2-Apr-09
	 	Sep-2000
	LA

	 	530 W6 / LA
	 	DC Plant
	 	FA15 100/400 A
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Jan-2001
	MAJOR

	 	60 Hudson St- 1211
	 	DC Plant
	 	PECO II 2400 Amp Plant
	 	 	2400	 	 	 	2400	 	 	 	360	 	 	23-Apr-09	 	 
	MAJOR

	 	60 Hudson St- 1903
	 	DC Plant
	 	Emerson Plant
	 	 	11200	 	 	 	5600	 	 	 	1850	 	 	23-Apr-09
	 	Feb-2000
	MAJOR

	 	60 Hudson St — MMR
	 	DC Plant
	 	C&C Plant
	 	 	9450	 	 	 	2700	 	 	 	1300	 	 	19-Mar-09
	 	Dec-2001
	LA

	 	600 W7 St / LA
	 	DC Plant
	 	FA15 100/400 A
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Feb-2004
	MAJOR

	 	600 South Federal/ Chi.
	 	DC Plant
	 	Argus Plant
	 	 	 	 	 	 	 	 	 	 	0	 	 	 	 	 
	CER

	 	650 Madison Avenue
	 	DC Plant
	 	FA15 100/400 A
	 	 	400	 	 	 	100	 	 	 	0	 	 	23-Apr-09	 	 
	MAJOR

	 	707 Wishire / LA
	 	DC Plant
	 	6000 Amp Argus Plant
	 	 	6600	 	 	 	1200	 	 	 	550	 	 	23-Apr-09
	 	Feb-2001






DC Plants

DC Plants by site


5/18/2009


 









 





Section 4.27 Network Facilities and Operations




Section 4.27(b)(ii)




     See attached.



 - 54 - 









 






FiberNet Stock Status Report




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Anixter Item	 	Vendor	 	Vendor Item	 	Description	 	UOM	 	On Hand Qty	 	On Order Qty
	100-10001

	 	NORTELDATA
	 	A0771472
	 	CABLE SET(2)
	 	EA
	 	 	2	 	 	 	0	 
	100-10002

	 	NORTELDATA
	 	A0771582
	 	2PR/22GA
	 	EA
	 	 	53	 	 	 	0	 
	100-10003

	 	NORTELDATA
	 	A0777083
	 	ALARM CABLE
	 	EA
	 	 	53	 	 	 	0	 
	100-10004

	 	NORTELDATA
	 	A0771612
	 	500
	 	EA
	 	 	29	 	 	 	0	 
	100-10005

	 	NORTELDATA
	 	A0771585
	 	ALARM CABLE
	 	EA
	 	 	54	 	 	 	0	 
	100-10031

	 	NORTELDATA
	 	NTN435BA
	 	MAPPER CARD
	 	EA
	 	 	4	 	 	 	3	 
	100-10098

	 	ADC KRONE
	 	DSXCEV56/XC
	 	56 POSITION
	 	EA
	 	 	3	 	 	 	0	 
	100-10099

	 	NORTELDATA
	 	NT7E5045KIT
	 	FAN
	 	EA
	 	 	7	 	 	 	0	 
	100-11111

	 	NORTELDATA
	 	NTN458MU
	 	CABLE
	 	EA
	 	 	2	 	 	 	0	 
	100-11113

	 	NORTELDATA
	 	NTOH5730
	 	TRAY
	 	EA
	 	 	1	 	 	 	0	 
	100-11115

	 	NORTELDATA
	 	NTOH44BA
	 	MOUNTING
	 	EA
	 	 	1	 	 	 	0	 
	100-20001

	 	TROMPETER
	 	1551048
	 	POSITION
	 	EA
	 	 	6	 	 	 	3	 
	100-20002

	 	TROMPETER
	 	DDM-2
	 	W/ REAR
	 	EA
	 	 	0	 	 	 	6	 
	100-20003

	 	TROMPETER
	 	15100322
	 	AND RIGHT)
	 	EA
	 	 	23	 	 	 	2	 
	100-20004

	 	TROMPETER
	 	15200281
	 	HORIZONTAL
	 	EA
	 	 	9	 	 	 	2	 
	100-20006

	 	3M TELCOM
	 	LL2-1236B
	 	CLOSURE
	 	EA
	 	 	0	 	 	 	0	 
	100-20045

	 	MRV COMM
	 	EM316NM
	 	MODULE W/ 1
	 	EA
	 	 	5	 	 	 	0	 
	100-20051

	 	MRV COMM
	 	16TRPS/DC
	 	POWER
	 	EA
	 	 	1	 	 	 	0	 
	100-20176

	 	ADC KRONE
	 	ADCPP24505
	 	STRAIGHT
	 	EA
	 	 	1	 	 	 	0	 
	100-20177

	 	ADC KRONE
	 	B110
	 	PATCH PANEL
	 	EA
	 	 	1	 	 	 	0	 
	100-20179

	 	ADC KRONE
	 	U-P
	 	BULKHEAD
	 	EA
	 	 	0	 	 	 	2	 
	100-20193

	 	ADC KRONE
	 	EB-17B
	 	EXTENDER
	 	EA
	 	 	2	 	 	 	0	 
	100-20195

	 	ADC KRONE
	 	FL2-12RPNL
	 	POS EMT
	 	EA
	 	 	2	 	 	 	0	 
	100-21000

	 	TROMPETER
	 	TMM-2
	 	ACCESS AND
	 	EA
	 	 	111	 	 	 	42	 
	100-22000

	 	TROMPETER
	 	155-1012-1
	 	POSITION DSX-
	 	EA
	 	 	3	 	 	 	1	 
	100-22001

	 	ADC KRONE
	 	DI-U2GU1
	 	PANEL 56
	 	EA
	 	 	6	 	 	 	0	 
	100-22002

	 	ADC KRONE
	 	DI-A2GU1
	 	PANEL 56
	 	EA
	 	 	3	 	 	 	0	 
	100-22004

	 	ADC
	 	R01C4802
	 	MINI-DSX3
	 	EA
	 	 	0	 	 	 	0	 
	100-22005

	 	ADC
	 	DSX4L-R01C
	 	MINI-DSX
	 	EA
	 	 	0	 	 	 	0	 
	100-22006

	 	ADC
	 	DSX4L-02R
	 	DSX3 MODULE
	 	EA
	 	 	0	 	 	 	0	 
	100-22220

	 	ADTRAN
	 	1200293L1
	 	EXTENDER
	 	EA
	 	 	0	 	 	 	1	 
	100-22222

	 	ADTRAN
	 	1203022L1
	 	CSU/DSU
	 	EA
	 	 	2	 	 	 	0	 
	100-22223

	 	ADTRAN
	 	1200291L1
	 	PATCH PANEL
	 	EA
	 	 	1	 	 	 	0	 
	100-22225

	 	ADTRAN
	 	1203060L1
	 	CSU/DSU
	 	EA
	 	 	1	 	 	 	0	 
	100-22229

	 	COMNET COM
	 	T0824GPVFF
	 	CABLE, 32
	 	EA
	 	 	1	 	 	 	1	 
	100-30000

	 	ADTRAN
	 	4204290L6
	 	DC
	 	EA
	 	 	30	 	 	 	2	 
	100-30001

	 	MRV COMM
	 	NC316BU-1/DC
	 	CHASSIS
	 	EA
	 	 	2	 	 	 	0	 
	100-30046

	 	NORTEL VO
	 	NT0H40BC
	 	OCM (OPTICAL
	 	EA
	 	 	1	 	 	 	0	 
	100-33322

	 	NORTELDATA
	 	NTN435AH
	 	MAPPER
	 	EA
	 	 	4	 	 	 	0	 
	100-33334

	 	NORTELDATA
	 	NTN483PC
	 	OM3500 REL.
	 	EA
	 	 	2	 	 	 	1	 
	100-33335

	 	NORTELDATA
	 	NTN484QA
	 	14.0 NPX
	 	EA
	 	 	0	 	 	 	0	 
	100-33336

	 	NORTELDATA
	 	NTN484LL
	 	OM3500 REL.
	 	EA
	 	 	0	 	 	 	0	 
	100-33338

	 	PHILL COMM
	 	DIC4497-0100
	 	TO 64-PIN
	 	EA
	 	 	3	 	 	 	2	 
	100-33344

	 	ADTRAN
	 	DIC4497-0035
	 	AMP CABLES
	 	EA
	 	 	26	 	 	 	0	 
	100-33364

	 	NORTELDATA
	 	NTN476AH
	 	UNIVERSAL
	 	EA
	 	 	6	 	 	 	2	 
	100-33367

	 	NORTELDATA
	 	NTN452JH
	 	DS3X12 I/O
	 	EA
	 	 	13	 	 	 	3	 
	100-33368

	 	NORTELDATA
	 	NTN483RA
	 	15 SHELF
	 	EA
	 	 	0	 	 	 	1	 
	100-33369

	 	NORTELDATA
	 	NTN484RA
	 	15.0 NETWORK
	 	EA
	 	 	0	 	 	 	1	 
	100-40000

	 	NORTELDATA
	 	NT7E5644
	 	HARNESS
	 	EA
	 	 	2	 	 	 	0	 
	100-44444

	 	NORTELDATA
	 	NT8E05CC
	 	DEMUX
	 	EA
	 	 	2	 	 	 	0	 
	100-44446

	 	NORTELDATA
	 	NT8E01MH
	 	LINEAR TX
	 	EA
	 	 	1	 	 	 	0	 
	100-55555

	 	ADC KRONE
	 	D1M-1A0036
	 	DSX1 PANEL
	 	EA
	 	 	1	 	 	 	0	 
	100-60000

	 	HUBBELL EL
	 	P5E24UE
	 	PORT PATCH
	 	EA
	 	 	8	 	 	 	1	 






Page 1 of 13




   









 





FiberNet Stock Status Report




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Anixter Item	 	Vendor	 	Vendor Item	 	Description	 	UOM	 	On Hand Qty	 	On Order Qty
	100-70000

	 	HUBBELL EL
	 	BREXTB235
	 	EXTENDER
	 	PR
	 	 	3	 	 	 	1	 
	100-71000

	 	NORTELDATA
	 	NTCA10DC
	 	COUPLER
	 	EA
	 	 	0	 	 	 	0	 
	100-71001

	 	NORTELDATA
	 	NTCA10CC
	 	COUPLER
	 	EA
	 	 	0	 	 	 	0	 
	100-77771

	 	PANDATEL
	 	1
	 	S-MUX 155
	 	EA
	 	 	2	 	 	 	2	 
	100-77772

	 	PANDATEL
	 	1755-005
	 	POWER
	 	EA
	 	 	6	 	 	 	2	 
	100-77773

	 	PANDATEL
	 	1755-002
	 	POWER
	 	EA	 	 	5	 	 	 	0	 
	100-77774

	 	ACCU-TECH
	 	9229
	 	SLIDING,
	 	EA
	 	 	3	 	 	 	3	 
	100-77778

	 	MRV COMM
	 	EM316G/S1
	 	SX(MM;
	 	EA
	 	 	0	 	 	 	0	 
	100-77779

	 	MRV COMM
	 	SFP-DGD-SX
	 	GIGE MM SFP
	 	EA
	 	 	5	 	 	 	0	 
	100-88888

	 	SUNBELT
	 	5
	 	ED CABLE
	 	EA
	 	 	11	 	 	 	0	 
	100-99995

	 	ADC KRONE
	 	000B
	 	MOUNT
	 	EA
	 	 	1	 	 	 	0	 
	100-99996

	 	ADC KRONE
	 	C5
	 	WITH 6 SC-SC
	 	EA
	 	 	4	 	 	 	0	 
	200-10012

	 	ROYAL ELEC
	 	25002432
	 	ELECTRICAL, 2
	 	FT
	 	 	1438	 	 	 	0	 
	200-10015

	 	ROYAL ELEC
	 	51583
	 	ELECTRICAL, 6
	 	FT
	 	 	1000	 	 	 	0	 
	200-10017

	 	ROYAL ELEC
	 	6THHNGREEN
	 	ELECTRICAL, 6
	 	FT
	 	 	500	 	 	 	0	 
	200-10018

	 	ROYAL ELEC
	 	6THHNRED
	 	ELECTRICAL, 6
	 	FT
	 	 	2500	 	 	 	0	 
	200-10019

	 	CABLEWAVE
	 	C1300-050
	 	ELECTRICAL,
	 	EA
	 	 	2	 	 	 	0	 
	200-10023

	 	ROYAL ELEC
	 	E51583
	 	ELECTRICAL, 2
	 	FT
	 	 	200	 	 	 	0	 
	200-10025

	 	OPTO-TECH
	 	US
	 	FOR THE US
	 	EA
	 	 	4	 	 	 	0	 
	200-10026

	 	AIW
	 	RW90
	 	ELECTRICAL, 2
	 	FT
	 	 	500	 	 	 	0	 
	200-20000

	 	LUCENT-TEC
	 	73401
	 	TRANSMISSIO
	 	EA
	 	 	289	 	 	 	0	 
	200-20002

	 	FIBERNET
	 	2.13327E+006
	 	TRANSMISSIO
	 	FT
	 	 	176	 	 	 	0	 
	200-20004

	 	LUCENT-TEC
	 	105271209
	 	TRANSMISSIO
	 	FT
	 	 	667	 	 	 	0	 
	200-20006

	 	FIBERNET
	 	1847848
	 	REEL @ 800 FT
	 	FT
	 	 	1068	 	 	 	0	 
	200-20010

	 	GEN CABLE
	 	 CPP
	 	TRANSMISSIO
	 	FT
	 	 	1000	 	 	 	0	 
	200-20011

	 	ROYAL ELEC
	 	51602SLL
	 	ALARM, RED
	 	FT
	 	 	339	 	 	 	0	 
	200-20013

	 	GEN CABLE
	 	GCCPV
	 	TRANSMISSIO
	 	FT
	 	 	3000	 	 	 	0	 
	200-20020

	 	CS-UNIPRIS
	 	Y
	 	TRANSMISSIO
	 	FT
	 	 	3700	 	 	 	0	 
	200-20024-D

	 	NORTELDATA
	 	A0771614
	 	METRO
	 	EA
	 	 	4	 	 	 	0	 
	200-20025

	 	NORTELDATA
	 	A0771616
	 	CABLE
	 	EA
	 	 	26	 	 	 	0	 
	200-20026

	 	NORTELDATA
	 	A0772716
	 	DS-1 CABLE
	 	EA
	 	 	245	 	 	 	0	 
	200-20031

	 	BERK-TEK
	 	3001
	 	TRANSMISSIO
	 	FT
	 	 	1000	 	 	 	0	 
	200-20032

	 	BERK-TEK
	 	D9671521
	 	TRANSMISSIO
	 	FT
	 	 	1054	 	 	 	0	 
	200-20033

	 	WINDY CITY
	 	B
	 	PAIR,
	 	FT
	 	 	1001	 	 	 	0	 
	200-20035

	 	BELDEN/CDT
	 	NOR13305
	 	TRANSMISSIO
	 	FT
	 	 	4206	 	 	 	0	 
	200-20037

	 	ORTRONICS
	 	E118963T
	 	CABLES
	 	EA
	 	 	18	 	 	 	0	 
	200-20043

	 	PANDUIT
	 	FCF4X4YL
	 	COUPLER
	 	FT
	 	 	2000	 	 	 	0	 
	200-44444

	 	FONS
	 	APL-6S-9-02
	 	LOADED SC
	 	EA
	 	 	24	 	 	 	0	 
	222-30000

	 	NORTELDATA
	 	NTN452NH
	 	RJ45X8 I/O
	 	EA
	 	 	2	 	 	 	0	 
	300-10003

	 	CORNING-C
	 	A20
	 	LOOSE TUBE
	 	FT
	 	 	0	 	 	 	0	 
	300-10005

	 	CORNING-C
	 	4
	 	MIC/RISER
	 	FT
	 	 	0	 	 	 	0	 
	300-10009

	 	CORNING-C
	 	9
	 	MIC/PLENUM
	 	FT
	 	 	234	 	 	 	0	 
	300-10011

	 	HITACHI
	 	60090216
	 	R/MDPE
	 	FT
	 	 	1000	 	 	 	0	 
	300-10030

	 	CORNING-C
	 	048R816113124
	 	STRAND, SM,
	 	FT
	 	 	0	 	 	 	0	 
	300-10032

	 	OPTICAL CA
	 	C5D
	 	BUFFERED
	 	FT
	 	 	400	 	 	 	0	 
	300-10036

	 	LUCENT-TEC
	 	108582628
	 	STRAND SM
	 	FT
	 	 	200	 	 	 	0	 
	300-20000

	 	HOFFMAN
	 	A24N24ALP
	 	ENCLOSURES
	 	EA
	 	 	3	 	 	 	0	 
	300-20001

	 	CORNING-C
	 	CSH03UF
	 	SPLICE
	 	EA
	 	 	130	 	 	 	0	 
	300-20002

	 	CORNING-C
	 	CSH05UF
	 	SPLICE
	 	EA
	 	 	4	 	 	 	0	 
	300-20003

	 	CORNING-C
	 	FDCSMH5F
	 	HOUSING
	 	EA
	 	 	2	 	 	 	0	 
	300-20004

	 	CENTURY Fl
	 	OWNED0
	 	MOUNTABLE 2
	 	EA
	 	 	9	 	 	 	0	 
	300-20005

	 	CENTURY Fl
	 	FSSC288R
	 	SPLICE
	 	EA
	 	 	104	 	 	 	0	 
	300-20006

	 	CORNING-C
	 	M67076
	 	SPLICE TRAYS
	 	EA
	 	 	278	 	 	 	0	 






Page 2 of 13




   










 





FiberNet Stock Status Report




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Anixter Item	 	Vendor	 	Vendor Item	 	Description	 	UOM	 	On Hand Qty	 	On Order Qty
	300-20007

	 	CORNING-C
	 	M67078C
	 	SPLICE TRAYS
	 	EA
	 	 	17	 	 	 	0	 
	300-20012

	 	CORNING-C
	 	WCH06P
	 	CLOSET
	 	EA
	 	 	0	 	 	 	0	 
	300-30060

	 	OPTICAL CA
	 	PCAD
	 	FIBER OPTIC,
	 	EA
	 	 	45	 	 	 	0	 
	300-30061

	 	FIBER OPTI
	 	P
	 	FIBER OPTIC,
	 	EA
	 	 	32	 	 	 	0	 
	300-30062

	 	OPTICAL CA
	 	PCAD
	 	FIBER OPTIC,
	 	EA
	 	 	67	 	 	 	0	 
	300-30099

	 	ATI
	 	M
	 	FIBER OPTIC,
	 	EA
	 	 	39	 	 	 	0	 
	300-30100

	 	ATI
	 	M
	 	FIBER OPTIC,
	 	EA
	 	 	40	 	 	 	0	 
	300-30103

	 	NORTELDATA
	 	NT7E44CB
	 	EXTERNAL
	 	EA
	 	 	9	 	 	 	0	 
	300-30104

	 	NORTELDATA
	 	NT7E44EA
	 	INTERFACE
	 	EA
	 	 	67	 	 	 	0	 
	300-30105

	 	NORTELDATA
	 	NT7E44JB
	 	SHELF-SHELF
	 	EA
	 	 	36	 	 	 	0	 
	300-30106

	 	NORTELDATA
	 	NT7E44JC
	 	BAY-BAY (5M)
	 	EA
	 	 	42	 	 	 	0	 
	300-30107

	 	NORTELDATA
	 	NT7E44JE
	 	C LAN CABLE
	 	EA
	 	 	19	 	 	 	0	 
	300-30108

	 	NORTELDATA
	 	NT7E44JK
	 	BAY TO BAY
	 	EA
	 	 	1	 	 	 	0	 
	300-30109

	 	NORTELDATA
	 	NT7E44JX
	 	CABLE BAY TO
	 	EA
	 	 	7	 	 	 	0	 
	300-30110

	 	NORTELDATA
	 	NT7E44JY
	 	CABLE BAY TO
	 	EA
	 	 	5	 	 	 	0	 
	300-30111

	 	NORTELDATA
	 	NT7E44RA
	 	(PORTB)-(5M)
	 	EA
	 	 	1	 	 	 	0	 
	300-30114

	 	NORTELDATA
	 	NT7E5431
	 	OC48 ESI
	 	EA
	 	 	11	 	 	 	0	 
	300-30115

	 	NORTELDATA
	 	NT7E54CA
	 	CABLE
	 	EA
	 	 	11	 	 	 	0	 
	300-30126

	 	HUBBELL PR
	 	FCSCSC12
	 	CONNECTOR
	 	EA
	 	 	0	 	 	 	0	 
	300-40002

	 	TELECT
	 	07160012097
	 	24 FIBER
	 	EA
	 	 	3	 	 	 	0	 
	300-40006

	 	CORNING-C
	 	CCH02U
	 	CONNECTOR
	 	EA
	 	 	0	 	 	 	0	 
	300-40007

	 	CORNING-C
	 	CCH03U
	 	CONNECTOR
	 	EA
	 	 	0	 	 	 	0	 
	300-40010

	 	CORNING-C
	 	CJH02UF
	 	HOUSING
	 	EA
	 	 	22	 	 	 	0	 
	300-40011

	 	CORNING-C
	 	CJP01U
	 	JUMPER
	 	EA
	 	 	0	 	 	 	0	 
	300-40012

	 	CORNING-C
	 	CJP02U
	 	JUMPER
	 	EA
	 	 	0	 	 	 	0	 
	300-40018

	 	CENTURY Fl
	 	RR10
	 	MOUNT PANEL
	 	EA
	 	 	16	 	 	 	0	 
	300-40022

	 	CORNING-C
	 	FDCCMH096
	 	TERMINATION
	 	EA
	 	 	0	 	 	 	0	 
	300-40023

	 	CORNING-C
	 	FDCCP8P38
	 	SC SLEEVES
	 	EA
	 	 	278	 	 	 	0	 
	300-40030

	 	CENTURY Fl
	 	FDP700144SC
	 	RIBBON
	 	EA
	 	 	2	 	 	 	0	 
	300-40032

	 	CENTURY Fl
	 	72SCXX
	 	72 PORT FIBER
	 	EA
	 	 	7	 	 	 	0	 
	300-40040

	 	CORNING-C
	 	M67048
	 	SPLICE TRAYS
	 	EA
	 	 	0	 	 	 	0	 
	300-40042

	 	SUMITOMO
	 	050
	 	PIGTAILS
	 	EA
	 	 	16	 	 	 	0	 
	300-40044

	 	SUMITOMO
	 	 5E-5572MT-024
	 	 PLENUM
	 	FT
	 	 	444	 	 	 	 0	 
	300-40045

	 	CORNING-C
	 	TER523
	 	INSERTS/SLEE
	 	EA
	 	 	0	 	 	 	0	 
	300-40052

	 	CENTURY Fl
	 	SC
	 	W/ST/SC
	 	EA
	 	 	1	 	 	 	0	 
	300-40054

	 	ADC KRONE
	 	00
	 	SPLITTER
	 	EA
	 	 	9	 	 	 	0	 
	300-40055

	 	CENTURY Fl
	 	10572SCLS72
	 	SHELF(BIG
	 	EA
	 	 	1	 	 	 	0	 
	300-40056

	 	TELECT
	 	E84C5A
	 	DSX-1 PANEL,
	 	EA
	 	 	2	 	 	 	0	 
	300-40060

	 	CORNING-C
	 	7MK1
	 	MOUNT 96
	 	EA
	 	 	16	 	 	 	0	 
	300-50000

	 	AMPHENOL
	 	502512700
	 	BAYONET
	 	EA
	 	 	144	 	 	 	0	 
	300-50001

	 	AMPHENOL
	 	502780100
	 	COUPLING KIT
	 	EA
	 	 	37	 	 	 	0	 
	300-50002

	 	AMPHENOL
	 	502864100
	 	BULKHEAD
	 	EA
	 	 	76	 	 	 	0	 
	300-50003

	 	CORNING-C
	 	CCHCP0811
	 	FC
	 	EA
	 	 	360	 	 	 	0	 
	300-50004

	 	CORNING-C
	 	CCHCP0819T
	 	ADAPTER, ST
	 	EA
	 	 	0	 	 	 	0	 
	300-50005

	 	CORNING-C
	 	CCHCP083C
	 	ADAPTERS 8
	 	EA
	 	 	119	 	 	 	0	 
	300-50006

	 	CORNING-C
	 	FDCCP1P11
	 	FC/FC
	 	EA
	 	 	0	 	 	 	0	 
	300-50007

	 	CORNING-C
	 	FDCCP8P19T
	 	ADAPTERS
	 	EA
	 	 	11	 	 	 	0	 
	300-50009

	 	CENTURY Fl
	 	FDP24SCMM
	 	MOUNT FDP
	 	EA
	 	 	5	 	 	 	0	 
	300-50010

	 	TURIN NETW
	 	CHASISKIT
	 	KIT WITH
	 	EA
	 	 	0	 	 	 	0	 
	300-50011

	 	TURIN NETW
	 	MOD-LS
	 	NETWORK
	 	EA
	 	 	0	 	 	 	0	 
	300-50012

	 	TURIN NETW
	 	2S6
	 	3M-2S-6R
	 	EA
	 	 	0	 	 	 	0	 
	300-50013

	 	TURIN NETW
	 	X131
	 	LX 1310
	 	EA
	 	 	0	 	 	 	0	 
	 300-50014

	 	TURIN NETW
	 	IR13
	 	OC12STM4-
	 	EA
	 	 	0	 	 	 	0	 






Page 3 of 13




   










 





FiberNet Stock Status Report




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Anixter Item	 	Vendor	 	Vendor Item	 	Description	 	UOM	 	On Hand Qty	 	On Order Qty
	300-60000

	 	ADC KRONE
	 	ADCPP24505
	 	COUPLER
	 	EA
	 	 	1	 	 	 	0	 
	300-66668

	 	NORTELDATA
	 	TN1XPROT
	 	TO 63 E1
	 	EA
	 	 	2	 	 	 	0	 
	317-11111

	 	NORTELDATA
	 	NT0H530DA
	 	BAND 4 OMX
	 	EA
	 	 	1	 	 	 	0	 
	317-11112

	 	NORTELDATA
	 	NT0H530JA
	 	BAND 5 OMX
	 	EA
	 	 	1	 	 	 	0	 
	317-11113

	 	NORTELDATA
	 	NT0H530MA
	 	BAND 8 OMX
	 	EA
	 	 	1	 	 	 	0	 
	317-11116

	 	CISCO
	 	SN97M79EAA
	 	INTERFACE
	 	EA
	 	 	1	 	 	 	0	 
	317-11117

	 	CISCO
	 	SNTUBBKBAA
	 	CIRCUIT PACK
	 	EA
	 	 	1	 	 	 	0	 
	317-11118

	 	CISCO
	 	WMT3XOFCAA
	 	1550.92NM
	 	EA
	 	 	2	 	 	 	0	 
	317-11119

	 	CISCO
	 	WMT3XOHCAA
	 	1552.52NM
	 	EA
	 	 	1	 	 	 	0	 
	317-11120

	 	CISCO
	 	SNP8EM9KAA
	 	CIRCUIT PACK
	 	EA
	 	 	1	 	 	 	0	 
	328-00000

	 	CORNING-C
	 	50F
	 	CT PIG TAILS
	 	EA
	 	 	7	 	 	 	0	 
	328-00003

	 	NORTELDATA
	 	NT8E54AA
	 	ENVIRONMENT
	 	EA
	 	 	1	 	 	 	0	 
	328-00004

	 	 	 	 	 	PANEL
	 	EA
	 	 	1	 	 	 	0	 
	328-00006

	 	 	 	 	 	1CARD=NT817
	 	EA
	 	 	2	 	 	 	0	 
	328-00007

	 	NORTELDATA
	 	A0771470
	 	CABLE DS-
	 	EA
	 	 	4	 	 	 	0	 
	328-00008

	 	NORTELDATA
	 	A0771614
	 	22 AWG,
	 	EA
	 	 	3	 	 	 	0	 
	328-00009

	 	CORNING-C
	 	CJH-03U-F
	 	SPLICE TRAY
	 	EA
	 	 	6	 	 	 	0	 
	328-00010

	 	ADC KRONE
	 	DSX-4R-M30
	 	DSX-4R-M30
	 	EA
	 	 	8	 	 	 	0	 
	328-00012

	 	ADC KRONE
	 	FGS-HWMB-D
	 	BRACKET KIT
	 	EA
	 	 	25	 	 	 	0	 
	328-00013

	 	 	 	 	 	NT7E56CA.2NT
	 	EA
	 	 	2	 	 	 	0	 
	328-00014

	 	NORTELDATA
	 	NT8E05CC
	 	CLASSIC
	 	EA
	 	 	2	 	 	 	0	 
	328-00015

	 	NORTELDATA
	 	NTN442CB
	 	DWDM B3C2
	 	EA
	 	 	0	 	 	 	0	 
	328-00016

	 	NORTELDATA
	 	NTFF02AA
	 	NO DESCRP
	 	EA
	 	 	1	 	 	 	0	 
	328-00017

	 	NORTELDATA
	 	NTN350AA
	 	CARD
	 	EA
	 	 	1	 	 	 	0	 
	328-00018

	 	NORTELDATA
	 	NTN430AA
	 	CARD
	 	EA
	 	 	24	 	 	 	0	 
	328-00019

	 	NORTELDATA
	 	NTN451BA
	 	LIF
	 	EA
	 	 	1	 	 	 	0	 
	328-00020

	 	N/A
	 	04
	 	SXLOAM-LEFT
	 	EA
	 	 	1	 	 	 	0	 
	328-00021

	 	NORTELDATA
	 	NTN455AC
	 	CARD
	 	EA
	 	 	5	 	 	 	0	 
	328-00022

	 	NORTELDATA
	 	NTN456BA
	 	BT/DS-1/DS-3
	 	EA
	 	 	4	 	 	 	0	 
	328-00023

	 	NORTELDATA
	 	NTN456LA
	 	SIDE I/O
	 	EA
	 	 	4	 	 	 	0	 
	328-00024

	 	NORTELDATA
	 	NT0H30KA
	 	OMX(5200)
	 	EA
	 	 	1	 	 	 	0	 
	328-00027

	 	ADTRAN
	 	T3SU300
	 	POWER
	 	EA
	 	 	1	 	 	 	0	 
	329-00000

	 	COASTCOM
	 	R410CH
	 	SHELF
	 	EA
	 	 	1	 	 	 	0	 
	329-00001

	 	COASTCOM
	 	R410CCT
	 	CPU
	 	EA
	 	 	2	 	 	 	0	 
	329-00002

	 	COASTCOM
	 	R410DC48
	 	SUPPLY
	 	EA
	 	 	2	 	 	 	0	 
	329-00003

	 	COASTCOM
	 	R410DS3T
	 	DS3 CARD
	 	EA
	 	 	2	 	 	 	0	 
	329-00004

	 	COASTCOM
	 	R410ER200
	 	BRACKETS
	 	EA
	 	 	1	 	 	 	0	 
	329-00005

	 	COASTCOM
	 	BALUN
	 	ER
	 	EA
	 	 	2	 	 	 	0	 
	345-00000

	 	MRV COMM
	 	EM316-2SFP
	 	MEDIA
	 	EA
	 	 	9	 	 	 	0	 
	345-00001

	 	MRV COMM
	 	EM316EDSC/S
	 	10BASE-FL
	 	EA	 	 	9	 	 	 	0	 
	345-00002

	 	NORTELDATA
	 	NTN450BA
	 	OPC
	 	EA
	 	 	2	 	 	 	0	 
	345-00003

	 	ADTRAN
	 	1202.060L1
	 	T1 DSU/CSU
	 	EA
	 	 	1	 	 	 	0	 
	345-00004

	 	NORTELDATA
	 	NT0H51AB
	 	STORAGE
	 	EA
	 	 	2	 	 	 	0	 
	345-00005

	 	ADTRAN
	 	4200410L1
	 	E1 DSU/CSU
	 	EA
	 	 	2	 	 	 	0	 
	345-00006

	 	ADC KRONE
	 	DSX4H-W10C
	 	CROSS-
	 	EA
	 	 	1	 	 	 	0	 
	345-00007

	 	ADC KRONE
	 	DSX4H-MB-BI
	 	MODULE
	 	EA
	 	 	6	 	 	 	0	 
	345-00008

	 	TELECT
	 	010-0000-1448
	 	BROADBAND
	 	EA
	 	 	1	 	 	 	0	 
	345-00009

	 	TELECT
	 	010-8401-0410
	 	BROADBAND
	 	EA
	 	 	33	 	 	 	0	 
	345-00010

	 	NORTELDATA
	 	NTCA52AA
	 	OPC I/O
	 	EA
	 	 	1	 	 	 	0	 
	345-00011

	 	NORTELDATA
	 	NTCA50BA
	 	METRO 3400
	 	EA
	 	 	1	 	 	 	0	 
	345-00012

	 	NORTELDATA
	 	NTCA51AA
	 	METRO 5200
	 	EA
	 	 	1	 	 	 	0	 
	345-99999

	 	ADTRAN
	 	1200410L1
	 	ESU LT
	 	EA
	 	 	1	 	 	 	0	 
	400-10000

	 	NEWTON
	 	10240010
	 	AUXILIARY
	 	EA
	 	 	90	 	 	 	0	 






Page 4 of 13




  










 





FiberNet Stock Status Report




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Anixter Item	 	Vendor	 	Vendor Item	 	Description	 	UOM	 	On Hand Qty	 	On Order Qty
	400-10001

	 	NEWTON
	 	0020590110
	 	CONNECTOR
	 	EA
	 	 	21	 	 	 	0	 
	400-10005

	 	NEWTON
	 	0020520130
	 	BRACKETS
	 	EA
	 	 	146	 	 	 	0	 
	400-10009

	 	NEWTON
	 	0020650730
	 	SUPPORT
	 	EA
	 	 	15	 	 	 	0	 
	400-10010

	 	NEWTON
	 	21210630
	 	KIT FOR 12 IN.
	 	EA
	 	 	25	 	 	 	0	 
	400-10012

	 	NEWTON
	 	30160810
	 	WASHERS
	 	EA
	 	 	1000	 	 	 	0	 
	400-10015

	 	NEWTON
	 	0030330230
	 	ANGLE 1 5/8
	 	EA
	 	 	18	 	 	 	0	 
	400-10017

	 	NEWTON
	 	0041090010
	 	RACK, FLOOR
	 	EA
	 	 	1008	 	 	 	0	 
	400-10018

	 	NEWTON
	 	0041120031
	 	RACK, OUTLET
	 	EA
	 	 	9	 	 	 	0	 
	400-10020

	 	NEWTON
	 	2091980031
	 	BRACKET
	 	EA
	 	 	1	 	 	 	0	 
	400-10022

	 	NEWTON
	 	0010300110
	 	PARALLEL AUX
	 	EA
	 	 	14	 	 	 	0	 
	400-10028

	 	NEWTON
	 	0020120010
	 	JUNCTION
	 	EA
	 	 	50	 	 	 	0	 
	400-10029

	 	NEWTON
	 	0020140010
	 	CONNECTOR
	 	EA
	 	 	25	 	 	 	0	 
	400-10031

	 	NEWTON
	 	0020160010
	 	OF CABLE
	 	EA
	 	 	8	 	 	 	0	 
	400-10032

	 	NEWTON
	 	0020310010
	 	ELEVATION
	 	EA
	 	 	8	 	 	 	0	 
	400-10033

	 	NEWTON
	 	0020360010
	 	CLAMP
	 	EA
	 	 	1	 	 	 	0	 
	400-10034

	 	NEWTON
	 	0020520030
	 	CABLE
	 	EA
	 	 	130	 	 	 	0	 
	400-10036

	 	NEWTON
	 	0020630210
	 	CABLE RACK
	 	EA
	 	 	200	 	 	 	0	 
	400-10037

	 	NEWTON
	 	0020640210
	 	CABLE
	 	EA
	 	 	74	 	 	 	0	 
	400-10038

	 	NEWTON
	 	0020650830
	 	CABLE RACK
	 	EA
	 	 	10	 	 	 	0	 
	400-10039

	 	NEWTON
	 	0020850830
	 	BARS 17-3/4
	 	EA
	 	 	9	 	 	 	0	 
	400-10050

	 	NEWTON
	 	11302001
	 	FOR RUNWAY
	 	EA
	 	 	10	 	 	 	0	 
	400-10054

	 	NEWTON
	 	2094630010
	 	FOR CABLE
	 	EA
	 	 	4	 	 	 	0	 
	400-10056

	 	NEWTON
	 	2121300230
	 	BRACKETS
	 	EA
	 	 	25	 	 	 	0	 
	400-10067

	 	AFCO
	 	ASABA123
	 	BRACKETS
	 	EA
	 	 	23	 	 	 	0	 
	400-10071

	 	NEWTON
	 	2187530110
	 	PANEL KIT
	 	EA
	 	 	4	 	 	 	0	 
	400-10072

	 	NEWTON
	 	0020590010
	 	BRACKET KITS
	 	EA
	 	 	23	 	 	 	0	 
	400-10074

	 	NEWTON
	 	0040970130
	 	INCH
	 	EA
	 	 	3	 	 	 	0	 
	400-10075

	 	BOLTSWITCH
	 	BTS 12 AMP
	 	RACK
	 	EA
	 	 	6	 	 	 	0	 
	400-10076

	 	CUST OW MA
	 	0040980130
	 	FANGE RACK -
	 	EA
	 	 	4	 	 	 	0	 
	400-20000

	 	TELECT
	 	02710001004
	 	KIT, 6 TRAY
	 	EA
	 	 	3	 	 	 	0	 
	400-20000-D

	 	TELECT
	 	027-1000-1004
	 	KIT,6 TRAY
	 	EA
	 	 	5	 	 	 	0	 
	400-20002

	 	TELECT
	 	02710001136
	 	CLAMP KIT
	 	EA
	 	 	12	 	 	 	0	 
	400-20009

	 	CORNING-C
	 	1522272
	 	HARDWARE
	 	EA
	 	 	3	 	 	 	0	 
	400-20012

	 	3M ELECT
	 	16460
	 	CUT CLOTH
	 	EA	 	 	16	 	 	 	0	 
	400-20015

	 	ADI
	 	2507A
	 	MAGNETIC
	 	EA
	 	 	8	 	 	 	0	 
	400-20018

	 	BELDEN/CDT
	 	2918TP31
	 	FAN
	 	EA
	 	 	2	 	 	 	0	 
	400-20023

	 	CORNING-C
	 	5300080BP
	 	CRIMP RING
	 	EA
	 	 	64	 	 	 	0	 
	400-20025

	 	NEWTON
	 	7570018001
	 	SCREW
	 	EA
	 	 	13	 	 	 	0	 
	400-20032

	 	AFCO
	 	ASRJK
	 	AFCO
	 	EA
	 	 	30	 	 	 	0	 
	400-20034

	 	APW ENCLOS
	 	CK02
	 	KIT
	 	EA
	 	 	19	 	 	 	0	 
	400-20035

	 	SOUTHCO
	 	E11010150
	 	CABINETS
	 	EA
	 	 	19	 	 	 	0	 
	400-20040

	 	ADC KRONE
	 	FVM19X175
	 	VAM, 2-
	 	EA
	 	 	1	 	 	 	0	 
	400-20043

	 	NEWTON
	 	5002470300
	 	RACKING
	 	EA
	 	 	3	 	 	 	0	 
	400-20046

	 	CPI
	 	11085001
	 	COVER’S
	 	EA
	 	 	0	 	 	 	0	 
	400-20049

	 	NORTELDATA
	 	NT5C11BC
	 	TRAYS 23”
	 	EA
	 	 	1	 	 	 	0	 
	400-20050

	 	NORTELDATA
	 	NT7E6020
	 	INSULATION
	 	EA
	 	 	70	 	 	 	0	 
	400-20051

	 	NORTELDATA
	 	NT7E6040
	 	LEVELING KIT
	 	EA
	 	 	7	 	 	 	0	 
	400-20052

	 	NORTELDATA
	 	NT7E70AA
	 	ASSMBLY
	 	EA
	 	 	1	 	 	 	0	 
	400-20054

	 	NORTELDATA
	 	NTN457AA
	 	MODULE
	 	EA
	 	 	6	 	 	 	1	 
	400-20058

	 	 	 	 	 	INTERDUCT
	 	FT
	 	 	108	 	 	 	0	 
	400-20059

	 	B-LINE
	 	SB119CYZN
	 	POWER CABLE
	 	EA
	 	 	50	 	 	 	0	 
	400-20063

	 	B-LINE
	 	SB21BNEO
	 	END CAP
	 	EA
	 	 	10	 	 	 	0	 
	400-20064

	 	MULTITEL
	 	SDTA2
	 	TRANFORMER
	 	EA
	 	 	2	 	 	 	0	 






Page 5 of 13




  










 





FiberNet Stock Status Report




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Anixter Item	 	Vendor	 	Vendor Item	 	Description	 	UOM	 	On Hand Qty	 	On Order Qty
	400-20065

	 	AFCO
	 	86
	 	TRAYS 23”
	 	EA
	 	 	2	 	 	 	0	 
	400-20069

	 	MAYAN NETW
	 	T3 PIM
	 	PORTS
	 	EA
	 	 	4	 	 	 	0	 
	400-20070

	 	MAYAN NETW
	 	T3 IO
	 	T-3 I0 CARD
	 	EA
	 	 	4	 	 	 	0	 
	400-20071

	 	APW ENCLOS
	 	TRO6C
	 	THREADED,
	 	EA
	 	 	10	 	 	 	0	 
	400-20072

	 	CORNING-C
	 	UST024
	 	PLASTIC TRAY
	 	EA
	 	 	0	 	 	 	0	 
	400-20073

	 	APW ENCLOS
	 	WAS0612J
	 	SUPPORTS
	 	EA
	 	 	2	 	 	 	0	 
	400-20074

	 	WIREMOLD
	 	WIREMOLD
	 	RACEWAY
	 	EA
	 	 	4	 	 	 	0	 
	400-20077

	 	GRAINGER W
	 	4W744
	 	12 “WHEELS
	 	EA
	 	 	2	 	 	 	0	 
	400-20078

	 	NEWTON
	 	0041190110
	 	CHANEL
	 	EA
	 	 	239	 	 	 	0	 
	400-20081

	 	NORTELDATA
	 	NT7E74AA
	 	EARTHQUAKE
	 	EA
	 	 	6	 	 	 	0	 
	400-20118

	 	NEWTON
	 	2098060010
	 	SHPED
	 	EA
	 	 	27	 	 	 	0	 
	400-20119

	 	NEWTON
	 	20110010
	 	KIT
	 	EA
	 	 	41	 	 	 	0	 
	400-20120

	 	NEWTON
	 	0041050331
	 	W/APPLIANCE
	 	EA
	 	 	12	 	 	 	0	 
	400-20122

	 	TELECT
	 	EXC84-DSX1
	 	DSX1
	 	EA
	 	 	2	 	 	 	0	 
	400-20128

	 	NEWTON
	 	2105290130
	 	CABLE
	 	EA
	 	 	32	 	 	 	0	 
	400-30003

	 	ADC KRONE
	 	FGSHMECA
	 	4” YELLOW
	 	EA
	 	 	16	 	 	 	0	 
	400-30005

	 	ADC KRONE
	 	FGSHMECC
	 	PVC, FGS KIT
	 	EA
	 	 	14	 	 	 	0	 
	400-30006

	 	ADC KRONE
	 	FGSHWMBC
	 	PVC, 2 IN.
	 	EA
	 	 	22	 	 	 	0	 
	400-30007

	 	ADC KRONE
	 	FGSJUNCA
	 	INSTALLTION
	 	EA
	 	 	21	 	 	 	0	 
	400-30011

	 	ADC KRONE
	 	FGSKTWICA
	 	PVC, 2X2
	 	EA
	 	 	6	 	 	 	0	 
	400-30012

	 	ADC KRONE
	 	FGSMD4EB
	 	DOWN,6”,
	 	EA
	 	 	4	 	 	 	0	 
	400-30013

	 	ADC KRONE
	 	FGSMDSPA
	 	PVC,
	 	EA
	 	 	28	 	 	 	0	 
	400-30018

	 	ADC KRONE
	 	FGSMH9EA
	 	ELBOW, 4” 90
	 	EA
	 	 	7	 	 	 	0	 
	400-30020

	 	ADC KRONE
	 	FGSMHRTA
	 	4” 3
	 	EA
	 	 	2	 	 	 	0	 
	400-30021

	 	ADC KRONE
	 	FGS-MD9E-B
	 	DOWN ELBOW
	 	EA
	 	 	1	 	 	 	0	 
	400-30024

	 	ADC KRONE
	 	FGSMJWRC
	 	PVC, 2 IN.
	 	EA
	 	 	6	 	 	 	0	 
	400-30027

	 	ADC KRONE
	 	FGSMSHSA
	 	PVC,
	 	EA
	 	 	18	 	 	 	0	 
	400-30029

	 	ADC KRONE
	 	FGSMSHSC
	 	PVC.2 IN.
	 	EA
	 	 	2	 	 	 	0	 
	400-30035

	 	PANDUIT
	 	WMPFS
	 	PVC RACK
	 	EA
	 	 	5	 	 	 	0	 
	400-30037

	 	ADC KRONE
	 	FGSMH4EA
	 	ELBOW
	 	EA
	 	 	1	 	 	 	0	 
	400-30038

	 	ADC KRONE
	 	FGSKTWIC
	 	DUCT KIT 2” X
	 	EA
	 	 	0	 	 	 	0	 
	400-30039

	 	ADC KRONE
	 	FGSMHXPA
	 	CROSSERS
	 	EA
	 	 	4	 	 	 	0	 
	400-30043

	 	GRAYBAR
	 	FGSMJWRD
	 	ADAPTER
	 	EA
	 	 	8	 	 	 	0	 
	400-30045

	 	PANDUIT
	 	FVT4X4YL
	 	VERTICAL TEE
	 	EA
	 	 	48	 	 	 	0	 
	400-30046

	 	PANDUIT
	 	FRA4X4YL
	 	ANGLE FIXING
	 	EA	 	 	31	 	 	 	0	 
	400-30050

	 	PANDUIT
	 	C2YL6
	 	DUCT COVER
	 	EA	 	 	49	 	 	 	0	 
	400-30051

	 	PANDUIT
	 	FFWC4X4YL
	 	DUCT FOUR-
	 	EA
	 	 	5	 	 	 	0	 
	400-30055

	 	ADC KRONE
	 	FGSHRR10
	 	RINGS
	 	EA
	 	 	100	 	 	 	0	 
	400-30058

	 	ADC KRONE
	 	FGSMDSAAB
	 	JUNCTION KIT
	 	EA
	 	 	1	 	 	 	0	 
	400-30061

	 	ADC KRONE
	 	FGSMEX1C5F
	 	TUBE
	 	EA
	 	 	6	 	 	 	0	 
	400-30062

	 	ADC KRONE
	 	FGSMD4EA
	 	ELBOW
	 	EA
	 	 	6	 	 	 	0	 
	400-30063

	 	ADC KRONE
	 	FGSCH4EB
	 	HORIZONTAL
	 	EA
	 	 	8	 	 	 	0	 
	400-30064

	 	ADC KRONE
	 	FGSCH9EB
	 	ELBOW
	 	EA
	 	 	4	 	 	 	0	 
	400-30065

	 	ADC KRONE
	 	FGSCHXPB
	 	COVER
	 	EA
	 	 	2	 	 	 	0	 
	400-30066

	 	ADC KRONE
	 	FGSCHRTB
	 	COVER
	 	EA
	 	 	4	 	 	 	0	 
	400-30067

	 	ADC KRONE
	 	FGSCD4EB
	 	DOWN ELBOW
	 	EA
	 	 	4	 	 	 	0	 
	400-40001

	 	FCI/BURNDY
	 	13471
	 	TAPS
	 	EA
	 	 	1	 	 	 	0	 
	400-40005

	 	3M ELECT
	 	2204
	 	WRIST
	 	EA
	 	 	50	 	 	 	0	 
	400-40006

	 	3M ELECT
	 	2214
	 	WRIST
	 	EA
	 	 	89	 	 	 	0	 
	400-40015

	 	PANDUIT
	 	MBX4EIA
	 	SURFACE
	 	EA
	 	 	3	 	 	 	0	 
	400-40058

	 	ENDOT
	 	E14311L
	 	INNERDUCT
	 	EA
	 	 	115	 	 	 	0	 
	444-10002

	 	RAD DATA
	 	DXC-M/4E1/B
	 	ACCESS
	 	EA
	 	 	2	 	 	 	0	 
	444-11111

	 	NORTELDATA
	 	NTEU70AA
	 	ASSEMBLY
	 	EA
	 	 	1	 	 	 	0	 






Page 6 of 13




  










 





FiberNet Stock Status Report




	 	 	 	 		 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Anixter Item	 	Vendor	 	Vendor Item	 	Description	 	UOM	 	On Hand Qty	 	On Order Qty
	444-11112

	 	NORTELDATA
	 	NTEU25AA
	 	AGGREGATE
	 	EA
	 	 	2	 	 	 	0	 
	444-11113

	 	NORTELDATA
	 	NTEU10AA
	 	CARD
	 	EA
	 	 	4	 	 	 	0	 
	444-11114

	 	NORTELDATA
	 	NTEU40AA
	 	UPPER EOS
	 	EA
	 	 	1	 	 	 	0	 
	444-11115

	 	NORTELDATA
	 	NTEU41AA
	 	LOWER EOS
	 	EA
	 	 	1	 	 	 	0	 
	500-20000

	 	GRAYBAR
	 	ILBR1BSM1315
	 	ATTENUATOR
	 	EA
	 	 	117	 	 	 	0	 
	500-20013

	 	LUCENT-TEC
	 	AKED8C800
	 	EQUIPMENT
	 	EA
	 	 	4	 	 	 	0	 
	500-20014

	 	RAD DATA
	 	AMC101AC
	 	CHASSIS (NO
	 	EA
	 	 	8	 	 	 	0	 
	500-20015

	 	RAD DATA
	 	BNC
	 	CONVERTER
	 	EA
	 	 	1	 	 	 	0	 
	500-20020

	 	ALLEN TEL
	 	AT8X8
	 	ON CIRCUIT
	 	EA
	 	 	153	 	 	 	0	 
	500-20022

	 	CORNING-C
	 	3RH		 	 	SM DUPSC
	 	EA
	 	 	32	 	 	 	0	 
	500-20023

	 	CORNING-C
	 	4RJ		 	 	PIGTAIL 4M
	 	EA
	 	 	39	 	 	 	0	 
	500-20024

	 	CORNING-C
	 	3RJ		 	 	SM DUPSC
	 	EA
	 	 	2309	 	 	 	0	 
	500-20025

	 	CORNING-C
	 	3KH
	 	PIGTAIL 3M
	 	EA
	 	 	120	 	 	 	0	 
	500-20028

	 	ADC KRON	 	DSX4HMBRC
	 	MODULES
	 	EA
	 	 	15	 	 	 	0	 
	500-20031

	 	ADC KRONE
	 	DSX4HW3C
	 	CHASSIS
	 	EA
	 	 	9	 	 	 	0	 
	500-20037

	 	ADC KRONE
	 	DSX4UMBBI
	 	CONNECT
	 	EA
	 	 	1	 	 	 	0	 
	500-20038

	 	ADC KRONE
	 	DSX4UW3C
	 	CHASSIS
	 	EA
	 	 	7	 	 	 	0	 
	500-20040

	 	ADC KRONE
	 	DSXBEST56
	 	TRANSMISSIO
	 	EA
	 	 	2	 	 	 	0	 
	500-20041

	 	ADC KRONE
	 	56/XC		 	 	FRONT
	 	EA
	 	 	30	 	 	 	0	 
	500-20042

	 	ADC KRONE
	 	DFX-100001
	 	FRONT
	 	EA
	 	 	1	 	 	 	0	 
	500-20043

	 	FIBERNET
	 	EFP
	 	MOD W/ 4
	 	EA
	 	 	2	 	 	 	0	 
	500-20044

	 	MRV COMM
	 	EM316FS1
	 	MODULE
	 	EA
	 	 	93	 	 	 	9	 
	500-20045

	 	MRV COMM
	 	EM316DS3M
	 	MULTIMODE
	 	EA
	 	 	37	 	 	 	0	 
	500-20046

	 	MRV COMM
	 	EM316DS3S1
	 	CONVERTER
	 	EA
	 	 	251	 	 	 	20	 
	500-20047

	 	MRV COMM
	 	EM316EM
	 	MEDIA
	 	EA
	 	 	7	 	 	 	0	 
	500-20048

	 	MRV COMM
	 	EM316ES1
	 	MEDIA
	 	EA
	 	 	0	 	 	 	1	 
	500-20049

	 	MRV COMM
	 	EM316FM
	 	MULTIMODE
	 	EA
	 	 	112	 	 	 	0	 
	500-20050

	 	MRV COMM
	 	EM316T1M
	 	CONVERTER
	 	EA
	 	 	26	 	 	 	0	 
	500-20051

	 	MRV COMM
	 	EM316T1S1
	 	FIBER MEDIA
	 	EA
	 	 	236	 	 	 	1	 
	500-20056

	 	FIBER INST
	 	FI8500
	 	BRONZE
	 	EA
	 	 	233	 	 	 	0	 
	500-20057

	 	OPTO-TECH
	 	ICTD1662
	 	PROBE
	 	EA
	 	 	18	 	 	 	0	 
	500-20060

	 	HUBBELL PR
	 	9E		 	 	PATCH PANEL
	 	EA
	 	 	2	 	 	 	1	 
	500-20062

	 	HUBBELL PR
	 	9E		 	 	PTCH PNL
	 	EA
	 	 	0	 	 	 	0	 
	500-20063

	 	ADC KRONE
	 	MINIDSX1FA
	 	WIRE WRAP
	 	EA
	 	 	3	 	 	 	0	 
	500-20068

	 	MRV COMM
	 	16/AC		 	 	CHASSIS
	 	EA
	 	 	2	 	 	 	1	 
	500-20069

	 	N/A
	 	NC316BU1AC
	 	CAGE, 1 SLOT
	 	EA
	 	 	213	 	 	 	1	 
	500-20070

	 	N/A
	 	NC316BU1DC
	 	CHASSIS
	 	EA
	 	 	5	 	 	 	0	 
	500-20071

	 	NORTELDATA
	 	NT2N40LK
	 	PHONES
	 	EA
	 	 	15	 	 	 	0	 
	500-20075

	 	RADIANT
	 	RFMHS12
	 	FIBER
	 	EA
	 	 	1	 	 	 	0	 
	500-20097

	 	ADC KRONE
	 	OWNED0
	 	CONNECT
	 	EA
	 	 	1	 	 	 	0	 
	500-20100

	 	N/A
	 	NC316BU4AC
	 	CHASSIS
	 	EA
	 	 	0	 	 	 	0	 
	500-20102

	 	ADC KRONE
	 	DSX4UMBRC
	 	XCONN
	 	EA
	 	 	7	 	 	 	0	 
	500-20105

	 	MRV COMM
	 	NC316BU4DC
	 	CHASSIS 19
	 	EA
	 	 	2	 	 	 	0	 
	500-20107

	 	ADTRAN
	 	MX2800DCM13
	 	MX2800DCM13
	 	EA
	 	 	3	 	 	 	 0	
	500-20110

	 	FIBERNET
	 	4202290L8		 	 	REDUNDANT
	 	EA
	 	 	1	 	 	 	0	 
	500-20115

	 	LUCENT-TEC
	 	108409251		 	 	OFFICE
	 	EA
	 	 	3	 	 	 	0	 
	500-20302

	 	CENTURY Fl
	 	FCL24/MM
	 	PANEL WALL
	 	EA
	 	 	1	 	 	 	0	 
	500-21004

	 	MRV COMM
	 	SFP-GD-LX
	 	SFP
	 	EA
	 	 	5	 	 	 	0	 
	500-30046

	 	MRV COMM
	 	EM316ERMS1
	 	MEDIA
	 	EA
	 	 	0	 	 	 	2	 
	500-40015

	 	CORNING-C
	 	CCH-01U
	 	MT
	 	EA
	 	 	2	 	 	 	0	 
	500-50000

	 	ADTRAN
	 	125		 	 	METRAL TO
	 	PR
	 	 	2	 	 	 	0	 
	500-60000

	 	NORTELDATA
	 	NTFF02BA
	 	CLASSIC
	 	EA
	 	 	1	 	 	 	0	 
	555-100000

	 	ITOUCH COM
	 	EM316E1/S1		 	 	FIBER MEDIA
	 	EA
	 	 	3	 	 	 	1	 






Page 7 of 13




  










 





FiberNet Stock Status Report




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Anixter Item	 	Vendor	 	Vendor Item	 	Description	 	UOM	 	On Hand Qty	 	On Order Qty
	600-10000

	 	T&B
	 	52151
	 	OUTLET
	 	EA
	 	 	100	 	 	 	0	 
	600-10002

	 	NEWTON
	 	0030560010
	 	KIT
	 	EA
	 	 	50	 	 	 	0	 
	600-10003

	 	NEWTON
	 	0040290013
	 	GROUND BAR
	 	EA
	 	 	980	 	 	 	0	 
	600-10004

	 	NEWTON
	 	0041180010
	 	PAD 23”
	 	EA
	 	 	303	 	 	 	0	 
	600-10005

	 	NEWTON
	 	0041250213
	 	BAR AND
	 	EA
	 	 	7	 	 	 	0	 
	600-10009

	 	NEWTON
	 	2109960010
	 	CABLE RACK
	 	EA
	 	 	9	 	 	 	0	 
	600-10010

	 	ALLEN TEL
	 	2566911
	 	6.25
	 	EA
	 	 	2	 	 	 	0	 
	600-10011

	 	ALLEN TEL
	 	2566923
	 	TRIP AMPS 25
	 	EA
	 	 	2	 	 	 	0	 
	600-10016

	 	NEWTON
	 	4087620010
	 	GROUND BAR
	 	EA
	 	 	6	 	 	 	0	 
	600-10017

	 	ELGIN WARR
	 	48SPC31
	 	AMP
	 	EA
	 	 	28	 	 	 	0	 
	600-10023

	 	POWER CONV
	 	9155100220
	 	POWER
	 	EA
	 	 	3	 	 	 	0	 
	600-10029

	 	APEX TELEC
	 	AX01022300
	 	PANEL
	 	EA
	 	 	1	 	 	 	0	 
	600-10030

	 	ERICSSON
	 	BML901241
	 	RECTIFIER
	 	EA
	 	 	10	 	 	 	0	 
	600-10035

	 	ERICSSON
	 	BML901221
	 	RECEPTACLE
	 	EA
	 	 	15	 	 	 	0	 
	600-10043

	 	WIREMOLD
	 	J06B0B
	 	6 OUTLET
	 	EA
	 	 	3	 	 	 	0	 
	600-10044

	 	FIBERNET
	 	MCP120SA
	 	PROTECTOR
	 	EA
	 	 	18	 	 	 	0	 
	600-10045

	 	FIBERNET
	 	MCP120TA
	 	PROTECTOR
	 	EA
	 	 	30	 	 	 	0	 
	600-10046

	 	NORTELDATA
	 	NT5C15AA
	 	RECTIFIER
	 	EA
	 	 	11	 	 	 	0	 
	600-10047

	 	NORTELDATA
	 	NT5C15BC
	 	500W, 220V,
	 	EA
	 	 	6	 	 	 	0	 
	600-10051

	 	WIREMOLD
	 	V2010A1
	 	END FTG
	 	EA
	 	 	50	 	 	 	0	 
	600-10052

	 	WIREMOLD
	 	V20GB606
	 	PLUGMOLD
	 	EA
	 	 	4	 	 	 	0	 
	600-10060

	 	AMPHENOL
	 	601884885
	 	KIT
	 	EA
	 	 	14	 	 	 	0	 
	600-10061

	 	WINLAND EL
	 	1043
	 	SENSOR/BUG
	 	EA
	 	 	1	 	 	 	0	 
	600-10062

	 	GENTEX
	 	8100T
	 	DETECTOR
	 	EA
	 	 	8	 	 	 	0	 
	600-10069

	 	PULIZZI EN
	 	LP6TK
	 	12 OUTLET AC
	 	EA
	 	 	5	 	 	 	0	 
	600-10071

	 	SERVICE Wl
	 	724
	 	SUCS 3600A
	 	EA
	 	 	3	 	 	 	0	 
	600-10084

	 	LORAIN PRO
	 	213C
	 	RECTIFIER
	 	EA
	 	 	1	 	 	 	0	 
	600-11111

	 	NORTELDATA
	 	NTN440EH
	 	INTERFACE
	 	EA
	 	 	6	 	 	 	0	 
	600-30001

	 	AMPHENOL
	 	BNC735HPC75
	 	BNC
	 	EA
	 	 	7	 	 	 	0	 
	600-30002

	 	FCI/BURNDY
	 	256306951014
	 	BLUE 24 AWG
	 	EA
	 	 	310	 	 	 	0	 
	600-30008

	 	3M ELECT
	 	2178LS
	 	SPLICE
	 	EA
	 	 	1	 	 	 	0	 
	600-30009

	 	MOLEX
	 	860535000
	 	CONNECTOR
	 	EA
	 	 	7	 	 	 	0	 
	600-30011

	 	MOLEX
	 	0861521000
	 	ADAPTER
	 	EA
	 	 	158	 	 	 	0	 
	600-30014

	 	APW ENCLOS
	 	BS01
	 	BUTT SPLICE
	 	EA
	 	 	10	 	 	 	0	 
	600-30015

	 	CENTURY Fl
	 	SCD-3
	 	ADAPTER
	 	EA
	 	 	17	 	 	 	0	 
	600-30017

	 	PANDUIT
	 	CBX4IWA
	 	HOUSING, 4
	 	EA
	 	 	0	 	 	 	0	 
	600-30018

	 	PANDUIT
	 	CJ588RD
	 	ORANGE
	 	EA
	 	 	10	 	 	 	0	 
	600-30020

	 	PANDUIT
	 	CJ88IW
	 	WHITE
	 	EA
	 	 	0	 	 	 	0	 
	600-30021

	 	PANDUIT
	 	CJT
	 	TOOL
	 	EA
	 	 	3	 	 	 	0	 
	600-30022

	 	PANDUIT
	 	CJTX
	 	TERMINATION
	 	EA
	 	 	20	 	 	 	0	 
	600-30024

	 	KGP TELECO
	 	F18520
	 	MATING
	 	EA
	 	 	170	 	 	 	0	 
	600-30029

	 	CORNING-C
	 	HDW02401
	 	CONNECTORS
	 	EA
	 	 	500	 	 	 	0	 
	600-30032

	 	APW ENCLOS
	 	JS01
	 	SPLICE
	 	EA
	 	 	14	 	 	 	0	 
	600-30035

	 	NORTELDATA
	 	NTN459FC
	 	CONNECTOR
	 	EA
	 	 	823	 	 	 	0	 
	600-30036

	 	NORTELDATA
	 	NTN459SC
	 	CONNECTOR
	 	EA
	 	 	229	 	 	 	0	 
	600-30037

	 	NORTELDATA
	 	NTN459ST
	 	CONNECTOR
	 	EA
	 	 	4	 	 	 	0	 
	600-30040

	 	PANDUIT
	 	PEB1
	 	PANEL
	 	EA
	 	 	20	 	 	 	0	 
	600-30042

	 	CORNING-GI
	 	RG11
	 	CONNECTORS
	 	EA
	 	 	175	 	 	 	0	 
	600-30044

	 	CORNING-C
	 	TER052
	 	FC COUPLER
	 	EA
	 	 	0	 	 	 	0	 
	600-30048

	 	TROMPETER
	 	UPLR220026
	 	CONNECTOR
	 	EA
	 	 	832	 	 	 	0	 
	600-30055

	 	RADIANT
	 	RAD121500TR2
	 	SC COUPLERS
	 	EA
	 	 	48	 	 	 	0	 
	666-11111

	 	MRV COMM
	 	4RPS/DC
	 	POWER
	 	EA
	 	 	1	 	 	 	1	 
	666-33333

	 	ITOUCH COM
	 	NC316BU16DC
	 	MEDIA
	 	EA
	 	 	8	 	 	 	1	 






Page 8 of 13




   










 





FiberNet Stock Status Report




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Anixter Item	 	Vendor	 	Vendor Item	 	Description	 	UOM	 	On Hand Qty	 	On Order Qty
	666-44444

	 	ITOUCH COM
	 	NC316RB2316
	 	FOR 16 SLOT
	 	EA
	 	 	4	 	 	 	1	 
	666-55555

	 	ITOUCH COM
	 	C
	 	REDUNDANT
	 	EA
	 	 	11	 	 	 	0	 
	666-77777

	 	NORTELDATA
	 	NTN404JA
	 	OC-12 CARDS
	 	EA
	 	 	0	 	 	 	0	 
	666-88888

	 	NORTELDATA
	 	NTN430EA
	 	- OM3000
	 	EA
	 	 	8	 	 	 	0	 
	666-99999

	 	NORTELDATA
	 	NTN452NA
	 	FRONT I/O -
	 	EA
	 	 	11	 	 	 	0	 
	700-10044

	 	NORTELDATA
	 	NT0H52BA
	 	1531.90NM
	 	EA
	 	 	2	 	 	 	0	 
	700-10046

	 	NORTELDATA
	 	NT0H02JA
	 	1570.42 NMOC-
	 	EA
	 	 	8	 	 	 	0	 
	700-10047

	 	NORTELDATA
	 	NT0H02JB
	 	1575.37NM OC-
	 	EA
	 	 	2	 	 	 	0	 
	700-10048

	 	NORTELDATA
	 	NT0H02JC
	 	1572.06NM OC-
	 	EA
	 	 	2	 	 	 	0	 
	700-10049

	 	NORTELDATA
	 	NT0H02JD
	 	1573.71NM OC-
	 	EA
	 	 	2	 	 	 	0	 
	700-10051

	 	NORTELDATA
	 	NT0H02KB
	 	1585.36NM OC-
	 	EA
	 	 	1	 	 	 	0	 
	700-10052

	 	NORTELDATA
	 	NT0H02KC
	 	1582.02NM OC-
	 	EA
	 	 	3	 	 	 	0	 
	700-10053

	 	NORTELDATA
	 	NT0H02KD
	 	1583.69NM OC-
	 	EA
	 	 	6	 	 	 	0	 
	700-10054

	 	NORTELDATA
	 	NT0H02LA
	 	1590.41NM OC-
	 	EA
	 	 	2	 	 	 	0	 
	700-10056

	 	NORTELDATA
	 	NT0H02LC
	 	1592.10NM OC-
	 	EA
	 	 	2	 	 	 	0	 
	700-10057

	 	NORTELDATA
	 	NT0H02LD
	 	1593.80NM OC-
	 	EA
	 	 	3	 	 	 	0	 
	700-10062

	 	NORTELDATA
	 	NT0H10CB
	 	(1310NM)
	 	EA
	 	 	15	 	 	 	0	 
	700-10063

	 	NORTELDATA
	 	NT0H20DJ
	 	OC48/STM16
	 	EA
	 	 	6	 	 	 	0	 
	700-10065

	 	NORTELDATA
	 	NT0H30CA
	 	BAND 3
	 	EA
	 	 	1	 	 	 	0	 
	700-10067

	 	NORTELDATA
	 	NT0H30JA
	 	BAND 5
	 	EA
	 	 	2	 	 	 	0	 
	700-10069

	 	NORTELDATA
	 	NT0H30LA
	 	BAND 7
	 	EA
	 	 	5	 	 	 	0	 
	700-10070

	 	NORTELDATA
	 	NT0H30MA
	 	BAND 8
	 	EA
	 	 	10	 	 	 	0	 
	700-10075

	 	NORTELDATA
	 	NT0H4340
	 	CABLE 6 FT
	 	EA
	 	 	3	 	 	 	0	 
	700-10076

	 	NORTELDATA
	 	NT0H4342
	 	CABLE
	 	EA
	 	 	13	 	 	 	0	 
	700-10077

	 	NORTELDATA
	 	NT0H44AB
	 	OMX SHELVES
	 	EA
	 	 	64	 	 	 	0	 
	700-10078

	 	NORTELDATA
	 	NT0H44AF
	 	EXTENTION
	 	EA
	 	 	2	 	 	 	0	 
	700-10079

	 	NORTELDATA
	 	NT0H50AA
	 	METRO SHELF
	 	EA
	 	 	1	 	 	 	0	 
	700-10080

	 	NORTELDATA
	 	NT0H52AA
	 	CARD
	 	EA
	 	 	43	 	 	 	0	 
	700-10084

	 	NORTELDATA
	 	NT0H60BB
	 	SOFTWARE
	 	EA
	 	 	14	 	 	 	0	 
	700-10085

	 	NORTELDATA
	 	NT0H60CA
	 	SOFTWARE
	 	EA
	 	 	16	 	 	 	0	 
	700-10086

	 	NORTELDATA
	 	NT0H64AC
	 	METRO — NTP
	 	EA
	 	 	5	 	 	 	0	 
	700- 10093

	 	NORTELDATA
	 	NT6C34CB
	 	CONTROLLER
	 	EA
	 	 	4	 	 	 	0	 
	700-10095

	 	NORTELDATA
	 	NT7E02PA
	 	OFFICE
	 	EA
	 	 	54	 	 	 	1	 
	700-10096

	 	NORTELDATA
	 	NT7E02PC
	 	LR
	 	EA
	 	 	16	 	 	 	0	 
	700-10097

	 	NORTELDATA
	 	NT7E08BA
	 	ENHANCED
	 	EA
	 	 	65	 	 	 	6	 
	700-10098

	 	NORTELDATA
	 	NT7E14AA
	 	1INTERFACE
	 	EA
	 	 	280	 	 	 	0	 
	700-10099

	 	NORTELDATA
	 	NT7E19AA
	 	SUNC.
	 	EA
	 	 	16	 	 	 	2	 
	700-10100

	 	NORTELDATA
	 	NT7E20GD
	 	SHELF
	 	EA
	 	 	18	 	 	 	2	 
	700-10101

	 	NORTELDATA
	 	NT7E23AA
	 	INTERFACE
	 	EA
	 	 	14	 	 	 	2	 
	700-10102

	 	NORTELDATA
	 	NT7E24BC
	 	DRIVE,
	 	EA
	 	 	5	 	 	 	0	 
	700-10102-D

	 	NORTELDATA
	 	NT7E24BC
	 	DRIVE
	 	EA
	 	 	1	 	 	 	0	 
	700-10104

	 	NORTELDATA
	 	NT7E24TA
	 	TAPE
	 	EA
	 	 	5	 	 	 	0	 
	700-10106

	 	NORTELDATA
	 	NT7E27EA
	 	SYNCHRONIZA
	 	EA
	 	 	25	 	 	 	3	 
	700-10107

	 	NORTELDATA
	 	NT7E44BA
	 	CABLE (20M)
	 	EA
	 	 	71	 	 	 	0	 
	700-10110

	 	NORTELDATA
	 	NT8E01CE
	 	RING TX I/F
	 	EA
	 	 	3	 	 	 	0	 
	700-10111

	 	NORTELDATA
	 	NT8E01GE
	 	CARD 1539.77
	 	EA
	 	 	5	 	 	 	0	 
	700-10115

	 	NORTELDATA
	 	NT8E01PB
	 	CARD
	 	EA
	 	 	1	 	 	 	0	 
	700-10117

	 	NORTELDATA
	 	NT8E01RE
	 	RING TX I/F
	 	EA
	 	 	7	 	 	 	0	 
	700-10118

	 	NORTELDATA
	 	NT8E01SE
	 	RING TX I/F
	 	EA
	 	 	1	 	 	 	0	 
	700-10119

	 	NORTELDATA
	 	NT8E01YE
	 	RING TX I/F
	 	EA
	 	 	2	 	 	 	0	 
	700-10121

	 	NORTELDATA
	 	NT8E02DE
	 	EXTENDED LR
	 	EA
	 	 	23	 	 	 	2	 
	700-10123

	 	NORTELDATA
	 	NT8E06AB
	 	RING DEMUX
	 	EA
	 	 	6	 	 	 	0	 
	700-10124

	 	NORTELDATA
	 	NT8E06AD
	 	DEMULTIPLEX
	 	EA
	 	 	68	 	 	 	2	 






Page 9 of 13




  










 






FiberNet Stock Status Report




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Anixter Item	 	Vendor	 	Vendor Item	 	Description	 	UOM	 	On Hand Qty	 	On Order Qty
	700- 10125

	 	NORTELDATA
	 	NT8E08BB”
	 	HEIGHT OC-3
	 	EA
	 	 	449	 	 	 	9	 
	700-10127

	 	NORTELDATA
	 	NT8E15AA
	 	1SWITCHER
	 	EA
	 	 	19	 	 	 	1	 
	700-10128

	 	NORTELDATA
	 	NT8E17AA
	 	1INTERFACE
	 	EA
	 	 	59	 	 	 	0	 
	700-10130

	 	NORTELDATA
	 	NT8E18AC
	 	CONTROL
	 	EA
	 	 	24	 	 	 	1	 
	700-10131

	 	NORTELDATA
	 	NT8E19AA
	 	HEIGHT CARD
	 	EA
	 	 	254	 	 	 	3	 
	700-10132

	 	NORTELDATA
	 	NT8E19AA
	 	(FC)
	 	EA
	 	 	1	 	 	 	0	 
	700-10133

	 	NORTELDATA
	 	NT8E57BB
	 	TERMINATION
	 	EA
	 	 	1	 	 	 	0	 
	700-10134

	 	NORTELDATA
	 	NT8E62BA
	 	GUIDE
	 	EA
	 	 	35	 	 	 	0	 
	700-10139

	 	NORTELDATA
	 	NT8E85MC
	 	LOAD R15.01
	 	EA
	 	 	21	 	 	 	0	 
	700-10145

	 	NORTELDATA
	 	NTCC90HA
	 	ASSEMBLY
	 	EA
	 	 	4	 	 	 	0	 
	700-10146

	 	NORTELDATA
	 	NTGN90AA
	 	HMU MSUP
	 	EA
	 	 	4	 	 	 	0	 
	700-10147

	 	NORTELDATA
	 	NTN301AA
	 	MTX IR
	 	EA
	 	 	1	 	 	 	0	 
	700-10148

	 	NORTELDATA
	 	NTN320AA
	 	SHELF
	 	EA
	 	 	1	 	 	 	0	 
	700-10151

	 	NORTELDATA
	 	NTN353AA
	 	MOUNTING
	 	EA
	 	 	2	 	 	 	0	 
	700-10157

	 	NORTELDATA
	 	NTN401AA
	 	OC-3 LR
	 	EA
	 	 	11	 	 	 	2	 
	700-10158

	 	NORTELDATA
	 	NTN404BA
	 	OPTICAL
	 	EA
	 	 	3	 	 	 	0	 
	700-10159

	 	NORTELDATA
	 	NTN404CA
	 	12 LRE (1550)
	 	EA
	 	 	5	 	 	 	0	 
	700-10160

	 	NORTELDATA
	 	NTN404DA
	 	12 INTRA-
	 	EA
	 	 	4	 	 	 	0	 
	700-10161

	 	NORTELDATA
	 	NTN410BA
	 	VTX+CROSS
	 	EA
	 	 	18	 	 	 	0	 
	700-10161-D

	 	NORTELDATA
	 	NTN410BA
	 	VTX+CROSS
	 	EA
	 	 	1	 	 	 	0	 
	700-10162

	 	NORTELDATA
	 	NTN410CA
	 	CONNECT
	 	EA
	 	 	4	 	 	 	2	 
	700-10163

	 	NORTELDATA
	 	NTN410GA
	 	ENHANCED
	 	EA
	 	 	9	 	 	 	0	 
	700-10164

	 	NORTELDATA
	 	NTN412AA
	 	SWITCH
	 	EA
	 	 	54	 	 	 	1	 
	700-10165

	 	NORTELDATA
	 	NTN413AA
	 	SWITCH
	 	EA
	 	 	3	 	 	 	1	 
	700-10166

	 	NORTELDATA
	 	NTN414AA
	 	CONNECT VTX
	 	EA
	 	 	4	 	 	 	0	 
	700-10167

	 	NORTELDATA
	 	NTN421BA
	 	SHELF
	 	EA
	 	 	23	 	 	 	1	 
	700-10169

	 	NORTELDATA
	 	NTN414AH
	 	CROSS
	 	EA
	 	 	5	 	 	 	0	 
	700-10171

	 	NORTELDATA
	 	NTN431AA
	 	MAPPER
	 	EA
	 	 	14	 	 	 	6	 
	700-10173

	 	NORTELDATA
	 	NTN433BA
	 	PACKET EDGE
	 	EA
	 	 	4	 	 	 	0	 
	700-10174

	 	NORTELDATA
	 	NTN434AA
	 	MAPPER
	 	EA
	 	 	2	 	 	 	0	 
	700-10175

	 	NORTELDATA
	 	NTN435AA
	 	DS3X12
	 	EA
	 	 	2	 	 	 	0	 
	700-10177

	 	NORTELDATA
	 	NTN442AA
	 	BAND 1 CH1
	 	EA
	 	 	2	 	 	 	0	 
	700-10178

	 	NORTELDATA
	 	NTN449ZW
	 	OMX SHELF
	 	EA
	 	 	28	 	 	 	0	 
	700-10179

	 	NORTELDATA
	 	NTN45045
	 	METRO 3000
	 	EA
	 	 	5	 	 	 	1	 
	700-10181

	 	NORTELDATA
	 	NTN45066
	 	METRO 3300
	 	EA
	 	 	1	 	 	 	0	 
	700-10182

	 	NORTELDATA
	 	NTN472AA
	 	SHELF KIT
	 	EA
	 	 	4	 	 	 	0	 
	700-10183

	 	NORTELDATA
	 	NTN453AB
	 	MX/HX
	 	EA
	 	 	6	 	 	 	1	 
	
700-10184

	 	
NORTELDATA
	 	
NTN454AA
	 	
MX/HX FRONT
	 	EA
	 	 	8	 	 	 	0	 
	700-10185

	 	NORTELDATA
	 	NTN455AA
	 	EXPANSION
	 	EA
	 	 	3	 	 	 	1	 
	700-10186

	 	NORTELDATA
	 	NTN455AB
	 	RIGHT
	 	EA
	 	 	6	 	 	 	0	 
	700-10187

	 	NORTELDATA
	 	NTN456AA
	 	EXPANSION
	 	EA
	 	 	14	 	 	 	0	 
	700-10188

	 	NORTELDATA
	 	NTN456KA
	 	EXPRESS
	 	EA
	 	 	3	 	 	 	0	 
	700-10202

	 	NORTELDATA
	 	NTN470AA
	 	METRO 3300
	 	EA
	 	 	1	 	 	 	0	 
	700-10208

	 	NORTELDATA
	 	NTN481GA
	 	METRO 7.81
	 	EA
	 	 	0	 	 	 	0	 
	700-10210

	 	NORTELDATA
	 	NTN499GA
	 	EXTERNAL PC
	 	EA
	 	 	1	 	 	 	0	 
	700-10214

	 	ADC KRONE
	 	0A0C
	 	SPLITTER
	 	EA
	 	 	1	 	 	 	0	 
	700-10215

	 	CISCO
	 	C
	 	1924
	 	EA
	 	 	4	 	 	 	0	 
	700-10218

	 	NORTELDATA
	 	NTN476AA
	 	METRO 3500
	 	EA
	 	 	4	 	 	 	0	 
	700-10219

	 	NORTELDATA
	 	NTN452JA
	 	FRONT I/O
	 	EA
	 	 	18	 	 	 	1	 
	700-10220

	 	NORTELDATA
	 	NT8E01WE
	 	RING TX I/F
	 	EA
	 	 	5	 	 	 	2	 
	700-10221

	 	NORTELDATA
	 	NTN472AA
	 	CAGE
	 	EA
	 	 	8	 	 	 	0	 
	700-10222

	 	NORTELDATA
	 	NT0H30AA
	 	BAND 1
	 	EA
	 	 	2	 	 	 	0	 
	700-10224

	 	NORTELDATA
	 	NT8E01FE
	 	RING TX I/F
	 	EA
	 	 	7	 	 	 	0	 






Page 10 of 13




   










 





FiberNet Stock Status Report




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Anixter Item	 	Vendor	 	Vendor Item	 	Description	 	UOM	 	On Hand Qty	 	On Order Qty
	700-10228

	 	NORTELDATA
	 	NT8E01JE
	 	RING TX I/F
	 	EA
	 	 	6	 	 	 	0	 
	700-10228

	 	NORTELDATA
	 	NT8E01JE
	 	RING TX I/F
	 	EA
	 	 	6	 	 	 	0	 
	700-10230

	 	NORTELDATA
	 	NTN433BB
	 	PACKET EDGE
	 	EA
	 	 	6	 	 	 	0	 
	700-10232

	 	NORTELDATA
	 	NTZP47LN
	 	E/W TAPE
	 	EA
	 	 	1	 	 	 	0	 
	700-10235

	 	NORTELDATA
	 	NTN432AA
	 	EIM MAPPER
	 	EA
	 	 	9	 	 	 	0	 
	700-10236

	 	NORTELDATA
	 	NT8E08BD
	 	HEIGHT OC-3
	 	EA
	 	 	1	 	 	 	0	 
	700-10237

	 	NORTELDATA
	 	NT8E6010
	 	INSTALLATION
	 	EA
	 	 	2	 	 	 	0	 
	700-10238

	 	NORTELDATA
	 	NT8E50AA
	 	TERMINAL
	 	EA
	 	 	9	 	 	 	0	 
	700-10239

	 	FUJITSU
	 	21418005	 	 	FLM ADM,
	 	EA
	 	 	2	 	 	 	0	 
	700-10241

	 	NORTELDATA
	 	NT8Q01KS
	 	RING TX I/F
	 	EA
	 	 	1	 	 	 	0	 
	700-10242

	 	NORTELDATA
	 	NT8Q01KQ
	 	RING TX I/F
	 	EA
	 	 	1	 	 	 	0	 
	700-10245

	 	NORTELDATA
	 	NT8E01XE
	 	RING TX I/F
	 	EA
	 	 	1	 	 	 	0	 
	700-10247

	 	NORTELDATA
	 	NTN404AA
	 	OPTICAL
	 	EA
	 	 	9	 	 	 	0	 
	700-10249

	 	NORTELDATA
	 	NTN425AA
	 	ETHERNET
	 	EA
	 	 	5	 	 	 	0	 
	700-10252

	 	CISCO
	 	.04	 	 	1535.04,
	 	EA
	 	 	2	 	 	 	0	 
	700-10264

	 	NORTELDATA
	 	NTN441AA
	 	X 4 IR
	 	EA
	 	 	104	 	 	 	0	 
	700-10269

	 	NORTELDATA
	 	NT8E5006
	 	FRONT
	 	EA
	 	 	4	 	 	 	0	 
	700-10270

	 	NORTELDATA
	 	A0771595	 	 	ENET LAN
	 	EA
	 	 	51	 	 	 	0	 
	700-10273

	 	NORTELDATA
	 	NTN452AA
	 	FRONT I/O
	 	EA
	 	 	19	 	 	 	0	 
	700-10279

	 	NORTELDATA
	 	NTN442BC
	 	BAND 2 CH 3
	 	EA
	 	 	2	 	 	 	0	 
	700-10280

	 	NORTELDATA
	 	NTN442DA
	 	BAND 4 CH 1
	 	EA
	 	 	1	 	 	 	0	 
	700-10283

	 	NORTELDATA
	 	NTN449DA
	 	MODULE
	 	EA
	 	 	1	 	 	 	0	 
	700-10285

	 	NORTELDATA
	 	NTN449BA
	 	MODULE
	 	EA
	 	 	12	 	 	 	0	 
	700-10287

	 	NORTELDATA
	 	NT7E56CA
	 	INTERFACE
	 	EA
	 	 	41	 	 	 	0	 
	700-10289

	 	NORTELDATA
	 	NTN374AA
	 	AC POWER KIT
	 	EA
	 	 	1	 	 	 	0	 
	700-10294

	 	NORTELDATA
	 	NT7E76BA
	 	ASSEMBLY UL
	 	EA
	 	 	5	 	 	 	0	 
	700-10297

	 	NORTELDATA
	 	NTN449AA
	 	MODULE
	 	EA
	 	 	20	 	 	 	0	 
	700-10299

	 	NORTELDATA
	 	NTN360DA
	 	RELEASE 4.0
	 	EA
	 	 	3	 	 	 	0	 
	700-10319

	 	NORTELDATA
	 	NTZP17AJ
	 	OPC S/W LOAD
	 	EA
	 	 	1	 	 	 	0	 
	700-10320

	 	NORTELDATA
	 	NTCA8947
	 	POWER FEED
	 	EA
	 	 	1	 	 	 	0	 
	700-10321

	 	NORTELDATA
	 	NTCA85EA
	 	FAN UNIT
	 	EA
	 	 	9	 	 	 	0	 
	700-10323

	 	NORTELDATA
	 	A0395485	 	 	PEDESTAL AC
	 	EA
	 	 	1	 	 	 	0	 
	700-10326

	 	CISCO
	 	310	 	 	TRANSMITTER
	 	EA
	 	 	2	 	 	 	0	 
	700-10328

	 	NORTELDATA
	 	NTN450AA
	 	SHELF
	 	EA
	 	 	1	 	 	 	0	 
	700-10405

	 	NORTELDATA
	 	NTN45031
	 	METRO 3300
	 	EA
	 	 	1	 	 	 	0	 
	700-10500

	 	NORTELDATA
	 	NTK543NAE5
	 	MAPPER
	 	EA
	 	 	2	 	 	 	0	 
	700-10501

	 	NORTELDATA
	 	NTK572QAE5
	 	REAR I/O
	 	EA
	 	 	2	 	 	 	0	 
	700-11200

	 	NORTELDATA
	 	NTN423BH
	 	SHELF
	 	EA
	 	 	2	 	 	 	0	 
	700-20051

	 	TROMPETER
	 	152002819S	 	 	CABLE
	 	EA
	 	 	4	 	 	 	1	 
	700-20052

	 	TROMPETER
	 	1510032-1	 	 	MANAGER
	 	PR
	 	 	1	 	 	 	1	 
	700-70000

	 	ORTRONICS
	 	PHA66U48
	 	ANGLED CAT6
	 	EA
	 	 	3	 	 	 	0	 
	700-99999

	 	COMNET TEL
	 	0001	 	 	83"X28"X36"
	 	EA
	 	 	3	 	 	 	0	 
	777-88899

	 	ADTRAN
	 	4205290L6	 	 	POWERED
	 	EA
	 	 	2	 	 	 	3	 
	800-10001

	 	ADTRAN
	 	1186003L1	 	 	CONTROLLER
	 	EA
	 	 	2	 	 	 	1	 
	800-10002

	 	ADTRAN
	 	1186001L2	 	 	RACKMOUNT
	 	EA
	 	 	1	 	 	 	0	 
	800-10003

	 	ADTRAN
	 	1186100L1	 	 	TO BLUNT END
	 	EA
	 	 	4	 	 	 	2	 
	800-10004

	 	ADTRAN
	 	1186002L1	 	 	MUX CARD
	 	EA
	 	 	5	 	 	 	0	 
	800-10005

	 	ADTRAN
	 	1181006L1	 	 	RACKMOUNT
	 	EA
	 	 	3	 	 	 	0	 
	800-10006

	 	ADTRAN
	 	1181003L1	 	 	BAFFLE
	 	EA
	 	 	3	 	 	 	0	 
	800-10007

	 	ADTRAN
	 	
4200290L5	 	 	MX2820
	 	EA
	 	 	3	 	 	 	0	 
	800-10008

	 	ADTRAN
	 	1184500L1	 	 	OPTI-6100 SCM
	 	EA
	 	 	2	 	 	 	0	 
	800-10009

	 	ADTRAN
	 	1184501L1	 	 	OPT-6100 CHS
	 	EA
	 	 	3	 	 	 	0	 
	800-10010

	 	ADTRAN
	 	1184504L4	 	 	OMM-12 IR
	 	EA
	 	 	0	 	 	 	0	 






Page 11 of 13




  










 







FiberNet Stock Status Report




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Anixter Item	 	Vendor	 	Vendor Item	 	Description	 	UOM	 	On Hand Qty	 	On Order Qty
	800-10011

	 	ADTRAN
	 	1184533L2		 	 	PORT DS3
	 	EA
	 	 	0	 	 	 	0	 
	800-10012

	 	ADTRAN
	 	1184507L2		 	 	FAN
	 	EA
	 	 	4	 	 	 	0	 
	800-10013

	 	ADTRAN
	 	11860021L1		 	 	TO AMP
	 	EA
	 	 	6	 	 	 	0	 
	800-10014

	 	ADTRAN
	 	1184533L6		 	 	OC12 OMM
	 	EA
	 	 	4	 	 	 	0	 
	800-10015

	 	ADTRAN
	 	1184533L3		 	 	PORT DS3
	 	EA
	 	 	9	 	 	 	4	 
	800-10016

	 	ADTRAN
	 	1184504L6		 	 	OC12 MM
	 	EA
	 	 	3	 	 	 	0	 
	800-10017

	 	ADTRAN
	 	4205290L8		 	 	MX 2800 M13
	 	EA
	 	 	1	 	 	 	0	 
	800-20000

	 	BELDEN/CDT
	 	9011-1918		 	 	MOUNT
	 	EA
	 	 	0	 	 	 	37	 
	800-20001

	 	BELDEN/CDT
	 	9011-2318		 	 	MOUNT
	 	EA
	 	 	0	 	 	 	15	 
	800-20002

	 	CUST OW MA
	 	SHELF119W25
	 	MOUNT NON-
	 	EA
	 	 	0	 	 	 	57	 
	800-88888

	 	CORNING-C
	 	20		 	 	ALTOS RIBBON
	 	FT
	 	 	0	 	 	 	0	 
	888-11111

	 	ADTRAN
	 	DIC4497-0020
	 	AMP CABLES
	 	EA
	 	 	2	 	 	 	4	 
	900-10000

	 	TURIN NETW
	 	20M		 	 	ASSEMBLY -
	 	EA
	 	 	4	 	 	 	0	 
	900-10001

	 	RAD DATA
	 	2T1/E148CSU	 	E1
	 	EA
	 	 	1	 	 	 	0	 
	900-10002

	 	RAD DATA
	 	2T1/E1/CSU	 	E1, 2 T1AC
	 	EA
	 	 	11	 	 	 	0	 
	900-10003

	 	RAD DATA
	 	FCD-E1LC/V35
	 	E1/E1
	 	EA
	 	 	12	 	 	 	0	 
	900-10004

	 	NORTELDATA
	 	NTN404MA
	 	OC12 CARD
	 	EA
	 	 	4	 	 	 	0	 
	900-10008

	 	NORTELDATA
	 	NTK535LAE5
	 	ETHERNET
	 	EA
	 	 	0	 	 	 	0	 
	900-11000

	 	TURIN NETW
	 	IR1
	 	OC3/STM1
	 	EA
	 	 	2	 	 	 	0	 
	999-00000

	 	EKINOPS
	 	C500		 	 	FAN,2-48V/OUT
	 	EA
	 	 	1	 	 	 	1	 
	999-00001

	 	EKINOPS
	 	PM MNGT 2
	 	CARDS,1-
	 	EA
	 	 	1	 	 	 	1	 
	999-00004

	 	EKINOPS
	 	PM 1001 RR-XT
	 	XT,1-OTX214
	 	EA
	 	 	4	 	 	 	0	 
	999-00005

	 	EKINOPS
	 	20658		 	 	1531.12NM
	 	EA
	 	 	0	 	 	 	0	 
	999-12345

	 	NORTELDATA
	 	NTZP61FB
	 	FRONT
	 	EA
	 	 	2	 	 	 	0	 
	FRB-020102-1

	 	ADC KRONE
	 	FGS-MU4AC
	 	45” 2IN
	 	EA
	 	 	4	 	 	 	0	 
	FRB-020102-2

	 	NEWTON
	 	0030330330		 	 	WALL ANGLE
	 	EA
	 	 	20	 	 	 	0	 
	FRB-022202-1

	 	BERK-TEK
	 	PDR12B144
	 	TIGHT
	 	FT
	 	 	3310	 	 	 	0	 
	FRB-122602

	 	ADC KRONE
	 	FGSKT03A1
	 	FLEX SPLIT
	 	EA
	 	 	130	 	 	 	0	 
	FRB-1522269

	 	CORNING-C
	 	15-222-69		 	 	STRAIN
	 	EA
	 	 	4	 	 	 	0	 
	2079740031

	 	NEWTON
	 	2079740031		 	 	SPACER
	 	EA
	 	 	9	 	 	 	0	 
	000

	 	ELGIN ELEC
	 	48SPC3-1		 	 	19” FLUSH MT
	 	EA
	 	 	2	 	 	 	0	 
	FRB-41020131

	 	NEWTON
	 	41020131		 	 	FLANGE
	 	EA
	 	 	1	 	 	 	0	 
	4243170020

	 	FIBERNET
	 	OWNED0
	 	SHIELDED
	 	FT
	 	 	10	 	 	 	 	 
	4775861002

	 	FIBERNET
	 	OWNED0
	 	SHIELDED
	 	FT
	 	 	1000	 	 	 	0	 
	4775861009

	 	FIBERNET
	 	OWNED0
	 	SINGLE
	 	FT
	 	 	1000	 	 	 	0	 
	6AWGPOWER

	 	GEN CABLE
	 	CK5482H
	 	POWER CABLE
	 	FT
	 	 	976	 	 	 	0	 
	A01B0

	 	ADC KRONE
	 	A01B0		 	 	A01B0
	 	EA
	 	 	20	 	 	 	0	 
	FRB-BNC-3

	 	ADC KRONE
	 	BNC-3
	 	BNC-3
	 	EA
	 	 	4	 	 	 	0	 
	CBRACKET

	 	NEWTON
	 	CBRACKET
	 	C-BRACKETS
	 	EA
	 	 	10	 	 	 	0	 
	FRB-CI4001001

	 	TELECOM SO
	 	CI 40010-01
	 	M CI 40010-01
	 	EA
	 	 	2	 	 	 	0	 
	FRB-CJP03U

	 	CORNING-C
	 	CJP-03U
	 	JUMPER
	 	EA
	 	 	4	 	 	 	0	 
	CT2164H1D

	 	CORNING-C
	 	FT41CSA1T
	 	CABLE
	 	FT
	 	 	1320	 	 	 	0	 
	FRB-FCFC20M

	 	CORNING-C
	 	FPJJ0A2Z020F
	 	FIBER JUMPER
	 	EA
	 	 	37

	 	 	 	0

	 
	FRB-FCFC2M

	 	OPTICAL CA
	 	FCFC2M
	 	FIBER JUMPER
	 	EA
	 	 	91	 	 	 	0	 
	FRB-FCFC6M

	 	FIBER OPTI
	 	FCFC6M
	 	FIBER JUMPER
	 	EA
	 	 	81	 	 	 	0	 
	525TM

	 	CENTURY FA
	 	FDP-525TM
	 	FDP-525TM
	 	EA
	 	 	18	 	 	 	0	 
	FDP700144SCS

	 	CENTURY FI
	 	SR
	 	FIBER
	 	EA
	 	 	3	 	 	 	0	 
	FGSKT03A

	 	ADC KRONE
	 	FGSKT03A
	 	FIBER
	 	EA
	 	 	3	 	 	 	0	 
	FGSMIDY10F

	 	ADC KRONE
	 	FGS-MIDY-10F
	 	FLEX TUBING
	 	EA
	 	 	2	 	 	 	0	 
	FGSMJWRA

	 	ADC KRONE
	 	FGSMJWRA
	 	EXIT
	 	EA
	 	 	12	 	 	 	0	 
	FRB-FLRB

	 	PANDUIT
	 	FLRB
	 	MOUNTING
	 	EA
	 	 	50	 	 	 	0	 
	FRB-FRF42YL

	 	PANDUIT
	 	FRF42YL
	 	DUCT-ABS
	 	EA
	 	 	5	 	 	 	0	 
	MT-D

	 	ADC KRONE
	 	D		 	 	D
	 	EA
	 	 	0	 	 	 	22	 






Page 12 of 13




   










 





FiberNet Stock Status Report




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Anixter Item	 	Vendor	 	Vendor Item	 	Description	 	UOM	 	On Hand Qty	 	On Order Qty
	FRB-FT4X4YL5

	 	PANDUIT
	 	FT4X4YL5
	 	NO DESCRP
	 	EA
	 	 	1	 	 	 	0	 
	FRB-HHGK

	 	ADC KRONE
	 	FGS-HHGK
	 	FOR 4" & 6"
	 	EA
	 	 	19	 	 	 	0	 
	HWL4L1ZN0FP

	 	ADC KRONE
	 	C
	 	RECEIVERS
	 	EA
	 	 	3	 	 	 	0	 
	MISCCABINET

	 	POWER CONV
	 	964990019
	 	SYSTEM
	 	EA
	 	 	3	 	 	 	0	 
	FRB-MU4AC

	 	ADC KRONE
	 	FGS-MU4A-C
	 	UP 2" X 2"
	 	EA
	 	 	9	 	 	 	0	 
	ACCCLMP09

	 	ADC KRONE
	 	ACCCLMP09
	 	ACCCLMP09
	 	EA
	 	 	9	 	 	 	0	 
	ACCCLMP10

	 	ADC KRONE
	 	ACCCLMP10
	 	ACCCLMP10
	 	EA
	 	 	9	 	 	 	0	 
	FRB-NTN430BA

	 	NORTELDATA
	 	NTN430BA
	 	ENHANCED
	 	EA
	 	 	46	 	 	 	0	 
	BBXX-050

	 	ADC KRONE
	 	PCH-BBXX-050
	 	PCH-BBXX-050
	 	EA
	 	 	1	 	 	 	0	 
	BBXX-075

	 	ADC KRONE
	 	PCH-BBXX-075
	 	PCH-BBXX-075
	 	EA
	 	 	1	 	 	 	0	 
	PDR12B024

	 	BERK-TEK
	 	3510
	 	BUFFERED/RIS
	 	FT
	 	 	1000	 	 	 	0	 
	SCF6C22ORS

	 	CORNING-C
	 	SCF6C22ORS
	 	(BUTT SPLICE)
	 	EA
	 	 	24	 	 	 	0	 
	FRB-SCFC30M

	 	RADIANT
	 	M13
	 	FIBER JUMPER
	 	EA
	 	 	26	 	 	 	0	 
	FRB-SCSC10M

	 	REMEE PROD
	 	SCSC10M
	 	FIBER JUMPER
	 	EA
	 	 	34	 	 	 	0	 
	FRB-SCSC30M

	 	CORNING-C
	 	FIBERJUMPER
	 	METER
	 	EA
	 	 	287	 	 	 	0	 
	FRB-SCST15M

	 	ALCOA FUJI
	 	5M
	 	FIBER JUMPER
	 	EA
	 	 	56	 	 	 	0	 
	FRB-SCST30M

	 	RADIANT
	 	SCST30M
	 	FIBER JUMPER
	 	EA
	 	 	31	 	 	 	0	 
	FRB-SCST5M

	 	CORNING-C
	 	SCST5M
	 	JUMPER SC/ST
	 	EA
	 	 	206	 	 	 	0	 
	SE3RP216B

	 	SUMITOMO
	 	SE3RP216B
	 	FIBER RIBBON
	 	FT
	 	 	48	 	 	 	0	 
	SE3RP288B

	 	CORNING-C
	 	FT4(
	 	FIBER RIBBON
	 	FT
	 	 	927	 	 	 	0	 
	FRB-SFCFC5M

	 	ALCOA FUJI
	 	SFCFC5M
	 	FIBER JUMPER
	 	EA
	 	 	23	 	 	 	0	 
	SPFASC06WH

	 	AFCO
	 	HT181
	 	RETURNING
	 	EA
	 	 	70	 	 	 	0	 
	FRB-SPOOL17

	 	ADC KRONE
	 	E138054-C
	 	1 PACK, COAX
	 	FT
	 	 	180	 	 	 	0	 
	FRB-SPOOL18

	 	ADC KRONE
	 	3AC-2BB
	 	26 G STP
	 	FT
	 	 	1000	 	 	 	0	 
	FRB-SPOOL23

	 		 		 	CHICAGO
	 	FT
	 	 	170	 	 	 	0	 
	FRB-STSC10M

	 	OPTICAL CA
	 	STSC10M
	 	FIBER JUMPER
	 	EA
	 	 	40	 	 	 	0	 
	FRB-STSC20M

	 	CORNING-C
	 	E207090
	 	DUAL FIBER
	 	EA
	 	 	41	 	 	 	0	 
	FRB-STST10M

	 	OPTICAL CA
	 	STST10M
	 	FIBER JUMPER
	 	EA
	 	 	40	 	 	 	0	 
	FRB-STST5M

	 	OPTICAL CA
	 	ASTST5M
	 	FIBER JUMPER
	 	EA
	 	 	20	 	 	 	0	 
	SYSTEMSHELF

	 	NEWTON
	 	3351-102-000
	 	SHELF21"X21"
	 	EA
	 	 	1	 	 	 	0	 
	T3PQANCBAB

	 	TELLABS
	 	T3PQANCBAB
	 	81.55 12B
	 	EA
	 	 	1	 	 	 	0	 
	TOTA4001202

	 	TELECOM SO
	 	TOTA 40012-02
	 	M TOTA 40012-
	 	EA
	 	 	18	 	 	 	0	 
	FRB-WD1315Y

	 	JDSU
	 	2DFP
	 	RX
	 	EA
	 	 	6	 	 	 	0	 
	BBXD-003

	 	ADC KRONE
	 	XCC-BBXD-003
	 	XCC-BBXD-003
	 	EA
	 	 	10	 	 	 	0	 







Page 13 of 13 












 





Network Spares Inventory 4-15-09 (2)




Last updated on 4/15/09




	 	 	 	 	 	 	 
	Part Description	 	Part Number	 	Alternate Part Number or Comments	 	QTY
	Nortel OC48
Classic DWDM Transmitters
	 	 	 	 	 	 
	B1 - C1
	 	NT8E01AE	 	also NT8Q01JC	 	2
	B1 - C2
	 	NT8E01DE	 	 	 	3
	B1 - C3
	 	NT8E01BE	 	NT8Q01JE is same card as NT8E01BE	 	2
	B1 - C4
	 	NT8E01CE	 	QTY2 UNBOXED - ON OPEN SHELF	 	4
	B2 - C1
	 	NT8E01FE	 	QTY2 UNBOXED - ON OPEN SHELF	 	4
	B2 - C2
	 	NT8E01JE	 	NT8Q01JW same card as NT8E01JE	 	2
	B2 - C3
	 	NT8E01GE	 	 	 	3
	B2 - C4
	 	NT8E01HE	 	 	 	2
	B3 - C1
	 	NT8E01KE	 	 	 	2
	B3 - C2
	 	NT8E01SE	 	 	 	2
	B3 - C3
	 	NT8E01NE	 	 	 	4
	B3 - C4
	 	NT8E01RE	 	2 unboxed on black shelf	 	4
	B4 - C1
	 	NT8E01WE	 	also NT8Q01KQ - 2 unboxed on shelf	 	8
	B4 - C2
	 	NT8E01ZE	 	also NT8Q01KW	 	2
	B4 - C3
	 	NT8E01XE	 	also NTBQ01KS (1) NT8E01XE (2)	 	3
	B4 - C4
	 	NT8E01YE	 	also NT8Q01KU (1) NT8E01YE (2)	 	4
	Nortel OC 48
Classic Circuit Packs
	 	 	 	 	 	 
	ESI Carrier
	 	NT7E19AA	 	1 on black shelf unboxed	 	3
	Shelf Processor
	 	NT7E20GD	 	 	 	8
	Maint Interface
	 	NT7E23AA	 	2 unboxed on black shelf	 	5
	OPC
	 	NT7E24BC	 	 	 	8
	ESI Unit
	 	NT7E27EA	 	4 unboxed on black shelf	 	10
	OC48 Wideband Rx
	 	NT8E02DE	 	3 unboxed on black shelf	 	9
	Linear Demux
	 	NT8E05CC	 	 	 	1
	Ring Demux
	 	NT8E08AB	 	aka NT8E06AD	 	6
	Switcher
	 	NT8E15AA	 	 	 	4
	Switch Controller
	 	NT8E18AC	 	6 unboxed on black shelf	 	7
	OC48 1310 LR TX
	 	NT8E01PX	 	1 unboxed on black shelf	 	3
	OC48 TX Ring 1310
	 	NT8E01PD	 	 	 	1
	OC48 TX Linear 1310
	 	NT8E01MH	 	 	 	2
	DS3 / STS1 MAPPER
	 	NT7E08BA	 	 	 	19
	OC3- Optical Module
	 	NT8E08BB	 	unboxed on bottom shelf	 	114
	DS3 / STS1 I/O port card
	 	NT7E14AA	 	replinished from decom mux	 	19
	OC3 - DIRECT CARRIER CARD
	 	NT8E19AA	 	 	 	59
	OC12 / STM 4
	 	NT7E02PA	 	3 unboxed on black shelf	 	8
	Classic Carrier Card
	 	NT8E17AA	 	10 unboxed on black shelf	 	14
	Nortel OM5200 Circuit Packs
	 	 	 	 	 	 
	B5 - C1
	 	NT0H02JA	 	 	 	2
	B5 - C2
	 	NT0H02JB	 	 	 	2
	B5 - C3
	 	NT0H02JC	 	 	 	1
	B5 - C4
	 	NTOH02JD	 	 	 	2
	B6 - C1
	 	NT0H02KA	 	 	 	1
	B6 - C2
	 	NT0H02KB	 	 	 	1
	B6 - C3
	 	NT0H02KC	 	 	 	1
	B6 - C4
	 	NT0H02KD	 	 	 	1
	B7 - C1
	 	NT0H02LA	 	 	 	1
	B7 - C2
	 	NT0H02LB	 	 	 	2
	B7 - C3
	 	NT0H02LC	 	 	 	1
	B7 - C4
	 	NT0H02LD	 	 	 	1
	B8 - C1
	 	NT0H02MA	 	 	 	1
	B8 - C2
	 	NT0H02MB	 	 	 	1
	B8 - C3
	 	NT0H02MD	 	 	 	1
	B2 - C1
	 	NTOH01PA	 	 	 	2
	B8 - C4
	 	NT0H02MC	 	 	 	1
	B3 - C2
	 	NT0H02CB	 	 	 	1
	OCI 1.25G
	 	NT0H10CB	 	 	 	1
	OCI 2.5G 1310
	 	NT0H20DJ	 	 	 	3
	2.5G OCM
	 	NT0H40BC	 	 	 	2
	Shelf Processor
	 	NT0H41AA	 	 	 	3
	B3 - C1
	 	NT0H02CA	 	 	 	1
	B2-C1 2.5G OCLD CARD
	 	NT0H03BA	 	 	 	1
	B8/C1 OCLD 1.25Gb/s card
	 	NTOH01VA	 	card swapped with NT0H01MA from existing mux at 60 that was shipped for genes	 	1
	B8/C1 OCLD 1.25Gb/s card
	 	NTOH01MA	 	Replacement for faulty card sent thru RMA from bridgatel - not needed	 	2
	OC-192/STM 64 CARD/10Gbe WAN/10Gbe LAN/10Gb/s
	 	NT0H19BA	 	received from PO 009187- for NTT 57419. 1.16.09	 	 
	10g
Transponder - B4-C1
	 	NT0H18DA	 	 	 	2
	10g
Transponder - B6-C2
	 	NT0H19FB	 	added to list - 10/12/07	 	1
	10g
Transponder - B4-C3
	 	NT0H19DC	 	 	 	1
	10g
Transponder - B1-C2
	 	NT0H18AB	 	 	 	1
	10g
Transponder - B4-C3
	 	NT0H18DC	 	 	 	1
	10g
Transponder - B4-C2
	 	NT0H18DB	 	used@165 halsey trouble - 9/7/07	 	1
	DMX
	 	 	 	 	 	 
	B1
	 	NT0H30AA	 	 	 	1
	B2
	 	NT0H30BA	 	 	 	2
	B3
	 	NT0H30CA	 	 	 	1
	B4
	 	NT0H30DA	 	used@165 halsey trouble - 9/7/07	 	1
	B5
	 	NT0H30JA	 	 	 	1
	B6
	 	NT0H30KA	 	 	 	1
	B7
	 	NT0H30LA	 	 	 	1
	B8
	 	NT0H30MA	 	 	 	2
	Nortel OM3500 Circuit Packs and OM3400 HX MX
	 	 	 	 	 	 
	OM3500 Universal Shelf Processor (SPx) Shelf Processor universal
	 	NTN423BH	 	also NTN483PB	 	1
	Enhanced Shelf Proc
	 	NTN421BA	 	 	 	1
	OM3500 VTX-48
	 	NTN414AA	 	ALSO NTN414AH	 	15
	OM3500 Fan unit  — Newer shelf version —
	 	NTN458HH	 	 	 	3
	OM3500 Fan unit  — Older shelf version —
	 	NTN458HB	 	 	 	2
	OM3500 Shelf Processor (SPx)
	 	NTN423BA	 	 	 	1
	3500 CHASSIS
	 	NTN476AA	 	 	 	1
	OC-48 SR 1310 INTERFACE
	 	NTN440EA	 	 	 	1
	IPT 100
	 	NTN433BB	 	 	 	1
	OC48 1310 IR
	 	NTN440BA	 	 	 	1
	DS3 MAPPER
	 	NTN431AA	 	 	 	6
	OC48 1550 LR
	 	NTN440DA	 	 	 	1
	OC48 B1 - C1
	 	NTN442AA	 	 	 	2
	OC48 B1 - C2
	 	NTN442AB	 	 	 	1
	OC48 B1 - C3
	 	NTN442AC	 	 	 	1
	OC48 B1 - C4
	 	NTN442AD	 	 	 	1
	OC48 B2 - C3
	 	NTN442BC	 	 	 	3
	OC48 B3 - C1
	 	NTN442CA	 	 	 	3
	OC48 B3 - C3
	 	NTN442CC	 	 	 	1
	OC48 B3 - C2
	 	NTN442CB	 	 	 	2
	OC48 B4 - C1
	 	NTN442DA	 	 	 	2
	OC48 B4 - C2
	 	NTN442DB	 	 	 	1
	OC48 B4 - C3
	 	NTN442DC	 	 	 	1
	Network Processor
	 	NTN422AA	 	 	 	3
	OM3500 ILAN
	 	NTN425AA	 	1 out of 5 removed and sent to 60
Hud per Casay	 	2
	100 ETHERNET
	 	NTN433BA	 	 	 	1
	Universal NPX
	 	NTN424BH	 	 	 	2







Page 1 of 3









 






Network Spares Inventory 4-15-09 (2)




Last updated on 4/15/09




	 	 	 	 	 	 	 
	Part Description	 	Part Number	 	Alternate Part Number or Comments	 	QTY
	OM3500
DS3x12o MAPPER
	 	NTN435BA	 	 	 	2
	OM3500 DS3x 12 MAPPER
	 	NTN435AA	 	 	 	2
	3500 OC3 LR/ 1310NM INTERFACE
	 	NTN401AA	 	 	 	10
	3500 OC12
LR/ 1310NM INTERFACE
	 	NTN404AA	 	 	 	3
	OM3500 OC3x4 1310 NM INTERFACE
	 	NTN441AA	 	 	 	7
	3400 DS1 MAPPER
	 	NTN430AA	 	 	 	5
	3400
E1/DS1/VT - MAPPER
	 	NTN430EA	 	 	 	3
	3400 VTX+
	 	NTN410BA	 	 	 	3
	3400 VTX
CONNECT VTX-12e
	 	NTN410GA	 	 	 	4
	3400 VTX ENHANCED
	 	NTN410CA	 	 	 	1
	3400 HX DS3x3 Mapper
	 	NTN434AA	 	1 of 1 Requested by Casey to be
sent to 60 Hud / Outstanding RMA 822888	 	0
	3400 PROTECTION SWITCH CONTROLLER
	 	NTN412AA	 	 	 	1
	3400 DS3/VT MAPPER
	 	NTN431BA	 	 	 	3
	OM3500 DSX3x12 I/O FOR UNIVERSAL ACCESS SHELF
	 	NTN452JH	 	 	 	2
	OM3500
DSX3x12 TOP FRONT I/O - OLDER CHASSIS
	 	NTN452JA	 	 	 	2
	OM3500 RJ45x8 Front I/O
	 	NTN452NA	 	 	 	1
	OM3500 DS3VTx12 card
	 	NTN435FA	 	 	 	1
	OM3500 OC12-C Interface
	 	NTN404MA	 	 	 	3
	ADTRAN Equipment
	 	 	 	 	 	 
	Adtran T1
CSU ACE, 1203022L1 (with power supply) note: 1 has its own V35 cables with It - 3rd gen unit
	 	1203022L1	 	 	 	2
	Adtran TSU ACE (2nd GEN) AC POWER SUPPLY
	 	1202295L1	 	 	 	1
	Adtran TSU LT (3rd GEN) with AC POWER SUPPLY
	 	1203060L1	 	 	 	2
	ADTRAN OPTI-6100 DS3 CARD
	 	DS3M3T	 	 	 	1
	adtran V.35 cable
	 	V.35 cable	 	 	 	1
	Adtran MX2820 - SCU card
	 	1186003L1	 	also 1186003DITC	 	2
	MRV/NBase Media Converter Equipment
	 	 	 	 	 	 
	1SLOT DC CHASSIS
	 	NC316BU1DC	 	 	 	2
	LAMBDA DRIVER - 800 / 8 SLOT CHASSISFOR WDM W/SINGLE DC PS
	 	SN:0733000328	 	 	 	1
	SFP TO SFP MEDIA CONVERTER
	 	EM316-2SFP	 	 	 	3
	DS3COAX TO DS3 SINGLE MODE
	 	EM316DS3-S1	 	aka EM316/DS3-S1-R	 	3
	1000 BASE-TX TO GIGABIT ETHERNET/SINGLE MODE
	 	EM316GC/S1	 	 	 	2
	DS3COAX TO DS3 MULTIMODE
	 	EM316DS3/M	 	 	 	1
	1SLOT AC CHASSIS
	 	NC316BU1AC	 	 	 	3
	3 PORT SWITCH/2 10/100BASE T TX/100BASE FX/SM
	 	EM316/3SW/S	 	 	 	1
	10 BASE-TX TO 10BASE FX/SINGLE MODE
	 	EM316E/S1	 	 	 	1
	10 BASE-TX TO 10 BASE-FX MULTIMODE
	 	EM316E/M	 	 	 	6
	T1 TO SMFIBER/SINGLE MODE
	 	EM316/T1/S1	 	 	 	3
	100 BASE TX TO 100 BASE-FX/SM SINGLE MODE
	 	EM316F/S1	 	 	 	7
	T1 MULTIMODE CARD
	 	EM316T1/M	 	 	 	3
	SNMP Management Module with 1 10Base-T
	 	EM316NM	 	 	 	1
	10 BASE T
	 	EM316ERM/S1-R 	 	 	 	3
	100BASE T MULTIMODE
	 	EM316-F/M	 	 	 	3
	2SFP SINGLE MODE TO MULTIMODE
	 	EM316-2SFP	 	 	 	1
	Nortel TN16 Equipment
	 	 	 	 	 	 
	NORTEL TN-16X TRIB CARD
	 	NTEU14AA	 	 	 	1
	NORTEL TN-4Xe
	 	NTEU20AA	 	 	 	1
	Cisco Systems Cerent ONS 15454 Equipment
	 	 	 	 	 	 
	ONS 15454 OC12 card OC12-IR-1310
	 	SN97M79EAA	 	 	 	1
	ONS 15454 Fan tray
	 	WMMYAAYGAA	 	 	 	1
	Pandatel S-mux - 155 Equipment
	 	 	 	 	 	 
	S-mux -
155/DS-W - Shelf
	 	4620-002	 	1 of 2 used to replaced unit on circuit N21672	 	1
	S-mux - 155/DS-W - DC power supply
	 	1920.1755-002	 	 	 	2
	S-mux - 155/DS-W - DC power supply
	 	RWDC18-05030	 	 	 	1
	S-mux - 155/DS-W - AC power supply 1 with out power supply
	 	1920.1755-005	 	 	 	3
	Rad Equipment
	 	 	 	 	 	 
	25 PIN TO ETHERNET CABLES
	 	CBL-D8E1-RJ45/X	 	 	 	2
	RAD 016 611 cables
	 	RAD - 016	 	 	 	4
	RAD AC - E1 CSU
	 	FCD-E1LC/V35	 	 	 	2
	RAD T1/E1 Converter and Timeslot Cross-Connect
	 	DXC-2/48	 	FROM SWISSCOM DISCO 55351-12.5.08	 	1
	RAD MANAGED T1/FRACTIONAL T1 ACCESS UNIT
	 	FCD-T1L	 	 	 	1
	RAD RIC-E1/AC/V35
	 	RIC-E1	 	 	 	3
	RAD T1/E1 MUX DC
	 	IMX 2T1/E1/DC/CSU	 	 	 	1
	RAD T1/E1 MUX AC
	 	IMX 2T1/E1/AC/CSU	 	2 ADDED FROM INDIANAPOLIS FROM BHARTI 48970/48969 11.12.08	 	3
	5 PORT MULTI SERVICE ACCESS NODE
	 	RAD DXC-10A	 	 	 	1
	EIGHT PORT E1 INTERFACE MODULE
	 	D8E1	 	 	 	1
	RAD E1 CARD - DIM E1
	 	DXC-M-IMX	 	IN RAD SHELF -SEE DXC-30	 	1
	RAD DS3 CARD
- DT3
	 	DXC-E3/T3 - MB	 	IN RAD SHELF -SEE DXC-30	 	1
	CONTROL ETHERNET
	 	DXC - DCL3	 	IN RAD SHELF -SEE DXC-30	 	2
	EIGHT PORT T1 INTERFACE MODULE
	 	D8T1	 	 	 	1
	RAD DXC - 30 - 3 - CHASSIS
	 	DXC - 30	 	 	 	1
	COMMON LOGIC MODULE/CONTROL ETERNET STATION
	 	OCL.3	 	 	 	1
	Turin Equipment (Traverse 2000)
	 	 	 	 	 	 
	TURIN 8 PORT STM-1 / OC3 card
	 	TRA-BP-STM1-IRI	 	 	 	0
	TURIN 24PORT
DS3 BNC MODULE
	 	905-0122-01	 	 	 	1
	TURIN OC48 CARD
	 	TRA-1P-OC48-IR1	 	 	 	1
	TURIN OC48 SR/STM16-SH 2P
	 	TRA-2P-OC48-SR-SFP	 	 	 	1
	ADC DSX-3 EQUIPMENT
	 	 	 	 	 	 
	DSX-3 MODULES
	 	DSX4UMBRC	 	 	 	7
	TROMPETER DSX-3 EQUIPMENT
	 	 	 	 	 	 
	DSX-3 TEST ACCESS AND MONITOR MODULE
	 	TMM-2	 	 	 	12
	RIVERSTONE EQUIPMENT
	 	 	 	 	 	 
	1000 BASE-LX CARD FOR RS3000
	 	G3M-GLXB9-02	 	1 of 1 Requested by Sleve / sent to 32 A of A	 	0
	RS 8000&8600 CONTROL MODULE2 W/128MB
	 	G8M-CM2-128	 	 	 	0
	RS8000 DC POWER SUPPLY
	 	G80-PDC	 	 	 	1
	16 PORT 10/100 CARD/RS8000
	 	G8M-HTXB2-16	 	 	 	0
	1000 BASE LX CARD/RS8000
	 	G8M-GLXB9-02	 	 	 	0
	1000 BASE SX CARD/RS3000
	 	G3M-GSXB1-02	 	 	 	1
	1000 BASE SX CARD/RS8000
	 	G8M-GSXB1-02	 	 	 	1
	UNIPER EQUIPMENT
	 	 	 	 	 	 
	1PORT GIG-E 1000BASE SX PIC CARD
	 	P-GE-SX-B	 	 	 	1
	STM/1
4PORT/OC3 SONET/SMF/IR SINGLE MODE INTERMEDIATE REACH PIC
	 	P-40C3-SON-SMIR	 	 	 	2
	SYSTEM CONTOL BOARD/M40
	 	SCB	 	 	 	1
	CISCO SFPs
	 	 	 	 	 	 
	CISCO 2 PORT RJ48 MULTIPLEX TRU
	 	R1-VWIC2MFTT1DI	 	 	 	2
	1000 BASE-SX - 850nm
	 	R1-GLC-SX-MM 850nm	 	 	 	1
	CISCO SFP
	 	FC-2	 	 	 	2
	CISCO 1000 BASE LX
	 	30-0905-01	 	 	 	1
	CISCO SFP -
1000BASE - LX
	 	GLC-LH-SM	 	 	 	15
	CISCO SX SFP
	 	GLC-SX-MM	 	 	 	6
	CISCO 1000 BASE LX GBIC
	 	WS - G5486	 	 	 	4
	CISCO 1000BASE SX GBIC
	 	WS-G5484	 	 	 	1
	1000BASE LONG WAVE LONG
	 	R1-WS-G5486	 	 	 	0
	CISCO 10GBase-LR XENPACK
	 	C3-XENPACK-10GB-LR	 	 	 	1
	CISCO Catalyst switch
	 	 	 	 	 	 
	Catalyst 3750 24 10/100 + 2 SFP Standard Multilayer Image

	 	WS-C375024TS-S	 	 	 	0
	Catalyst 2950
	 	WS-C2950G-24-E1	 	 	 	1
	Catalyst 3550
	 	WS-C3550-24-DC-SM1	 	 	 	2
	Aftermarket
DC power module for Cisco - HDC46-C-30 REVA
	 	34-0048-02	 	 	 	1
	Catalyst 3750 12 SFP Standard Multilayer Image
	 	WS-C3750G-12S-S	 	ADDED TO LIST 9/5/08	 	0
	FINISAR SFPs
	 	 	 	 	 	 







Page 2 of 3









 





Network Spares Inventory 4-15-09 (2)


Last updated on 4/15/09



	 	 	 	 	 	 	 
	Part Description	 	Part Number	 	Alternate Part Number or Comments	 	QTY
	1000 BASE LX - 1310nm
	 	FTR-1319-7D	 	 	 	0
	INFINEON SFPS
	 	 	 	 	 	 
	1000 BASE SX - 850nm
	 	SFP-SX	 	 	 	13
	IPI INTERNET PHOTONICS/CIENA SFPs
	 	 	 	 	 	 
	1000 BASE
LX-1310nm 700-1016-002
	 	OPT-LX	 	 	 	9
	1000 BASE SX - 850nm 700-1016-001
	 	OPT-SX	 	 	 	5
	MRV SFPs
	 	 	 	 	 	 
	1000 BASE LX - 1310nm
	 	SFP-GD-LX	 	 	 	1
	MRV SFP
	 	SFP-GD-LX-R	 	 	 	3
	MRV SFP
	 	SFP-G-SX	 	 	 	0
	1000 BASE ZX - 850nm
	 	SFP-GD-ZX	 	 	 	2
	MRV SFP
	 	SFP-G-LX	 	 	 	1
	MRV SFP
	 	SFP-O3-IR1	 	 	 	2
	Stratos SFPs
	 	 	 	 	 	 
	SPLC 20 1-4-B
	 	SPLC	 	 	 	1
	SFP-1000Base-LX - 1310nm
	 	TRPDG1LXDBBS	 	Blue tip	 	1
	SFP-OC12/STM4-IR- 1310nm
	 	TRF5526AVLB000	 	Yollow tip	 	1
	TE-100-1NTF-28R-3M-2S-6R
	 	905-0253-04	 	 	 	1
	TE-XC-CM-MOD-LS-XT
	 	905-0251-14	 	 	 	1
	NETGEAR
	 	 	 	 	 	 
	10/100 FAST ETHERNET SWITCH
	 	FS-108	 	 	 	1
	Nortel OME 6500
	 	 	 	 	 	 
	8XOC3/12 CARD
	 	NTK513MA rel.0009	 	 	 	1
	DS3X24 WORKING CARD
	 	NTK543NAE5 rel.0004	 	 	 	0
	SHELF PROCESSOR CARD
	 	NTZF01DA rel.0007	 	 	 	0
	OC-192/STM 64 CARD
	 	NTK523BAE5 rel.0011	 	 	 	1
	DSX3 x 24 PROTECT CARD
	 	NTK544NAES rel.0004	 	 	 	1
	4 PORT GIG-E INTERFACE CARD
	 	NTK535LA rel.05	 	 	 	1
	VT 80G CARD
	 	NTK557AA rel.0008	 	 	 	1
	OC-48 STM16 CARD
	 	NTK516BAE5  rel.0006	 	 	 	1
	6500 SFP - 0C48 -IR-1/S-16.1
	 	NTTP03CF	 	 	 	1
	6500 Rear I/O Module DS3/E3/EC-1 2X24 PORT CARD
	 	NTK572QAE5 REL 05	 	 	 	2
	6500 GIG-E SFP
	 	NTTP01CF	 	 	 	1
	OM 6500 CHASSIS
	 	PART # NOT AVAILABLE	 	 located in lab at 1 GATEWAY per Casay	 	 
	OC-3/12 SR-1
	 	NTTP04BF	 	 	 	4
	OC3-STM-1 CWDM 1511nm SFP
	 	NTK592NPE6	 	 	 	1
	OC-3/12-IR-1
	 	NTTPO4CF	 	 	 	1
	 
	Nortel OME 6500 - LA SPARES - AS OF 11.12.08
	 	 	 	 	 	 
	4 PORT GBE CARD — S/N NNTMH1P100BSJ
	 	NTK535LAES Rel. 06	 	 	 	1
	24 PORT DS3 MAPPER — S/N NNTMH86003K7E
	 	NTK543NAE5 Rel. 04	 	 	 	1
	24 PORT DS3 MAPPER- S/N NNTMH8A002E0S
	 	NTK544NAE5 Rel. 04	 	 	 	1
	OC192 10 G CARD — S/N NNTMH88003JPB
	 	NTK523BAE5 Rel. 011	 	 	 	1
	SHELF PROCESSOR — S/N NNTM0121D6XQP
	 	NTZF01DA Rel. 07	 	 	 	1
	X CONN 80G -S/N NNTMH1T100FWZ
	 	NTK557AA Rel. 08	 	 	 	1
	8 PORT OC3/12 CARD — S/N NNTMH1J100HBW
	 	NTK513MA Rel. 09	 	 	 	1
	2 PORT OC48/STM16 CARD — S/N NNTMH1Q1OODQG
	 	NTK516BAE5 Rel. 06	 	 	 	1
	 
	Nortel OME 6500 - LA SPARES per bob K The following SFP’s are stored at 1 Wilshire cabinet LA56 - above the OM6500
	 	 	 	 	 	 
	OC3/12 SFP — S/N EXLGJPB7S5080676
	 	NTTP04BF	 	 	 	1
	OC3/12 SFP — S/N EXLGJPE7S0621617
	 	NTTP04BF	 	 	 	1
	OC48 SFP — S/N EXLGJPE980100328
	 	NTTP03CF	 	 	 	1
	GE LX SFP — S/N EXLGJPD151590111
	 	NTTP01CF	 	 	 	1
	 
	Charles Industries
	 	 	 	 	 	 
	STM1-63E1 CARD/MM840L
	 	700-00063-002	 	remaining onehas internal card taken - just a chassis now - used for 53260-ES	 	1
	DS1 RIM/WIRE WRAP 75 CABLES
	 	815-00089-003	 	ADDED 11/2/07	 	4
	 
	Symmetricomm spares
	 	 	 	 	 	 
	DCD/TIMING CARDS
	 	TOTA/40012-02  ISS A	 	 	 	4
	 
	Coastcom
	 	 	 	 	 	 
	COASTCOM BROADBAND DACS
	 	R410CH	 	 	 	1
	 
	 	60.420DS3.106 VER:E	 	INSTALLED IN CHASSIS/DACS	 	1
	 
	MRV EQUIPMENT
	 	 	 	 	 	 
	CWDM
	 	EM2009-GM2	 	 	 	1
	TUNEABLE DWDM 80KM
	 	TM-DXFP	 	 	 	1
	10GBASE — LR/LW
	 	XFP - 10GD - LR/LW	 	 	 	1
	MRV Tuneable DWDM 80Km
	 	TM - GMBD	 	 	 	1
	EKINOPS
	 	 	 	 	 	 
	DWDM PASSIVE OPTICS
	 	0TX-40-CM	 	 	 	1
	C BAND TUNEABLE LASER
	 	PM1001TRR-XO	 	 	 	1
	C500 FAN
	 	2EK00103AAAB01	 	 	 	1
	10G XFP 1310nm
	 	SXP3101NV	 	FROM ORDER 59654	 	1
	Force 10
	 	 	 	 	 	 
	FORCE 10 FILTERS/ CC-E300-FLTR
	 	700-00113-00	 	 	 	 
	 
	 	 	 	 	 	1
	NORTEL 3300
	 	 	 	 	 	 
	Universal DS1 1-28 rear I/O module
	 	NTN452BA 02	 	 	 	1
	CISCO CATALYST 3560 E SERIES AC MODULE & 2 AC POWER CORDS
	 	C3K-PWR-265WAC	 	 	 	1
	 
	added items
	 	 	 	 	 	 
	MRV COMMUNICATIONS SFP-DGD-SX SFP Dual Rate 1/2.1 Gbps SX. or 1000Base-SX
	 	SFP-DGD SX	 	FOUND ON EXISTING MRV AT 60 HUD DURING INSTALL	 	1
	TRAVERSE Edge 100/model TE-100-CH
	 	TE-100-CH	 	ADDED 2.27.09 TE100 from D58603 @ 111th 8th	 	 
	NORTEL OM3500 POWER I/O MODULE 12.5A
	 	NTN451GA	 	NORTEL RETURN/ RMA 1076415 -03 & 04 -4.14.09	 	2
	NORTEL OM3500 LIF MODULE (LEFT INTERFACE)
	 	NTN451BA	 	NORTEL RETURN/ RMA 1076415 -06 04.14.09	 	1





Page 3 of 3








 





Section 4.27 Network Facilities and Operations



Section 4.27(b)(iii)





	 	 	See attached.





- 55 -









 





Colo space




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Cab Equiv.	 	 	 	 	 	Cab Equiv.	 	 	 	 	 	Cab Equiv.	 	 	 	X-conn/transmission
	Carrier Hotels	 	Total SF	 	Capacity	 	Used SF	 	In Svc	 	Available SF	 	Growth	 	% Available SF	 	area SF
	111 8th Avenue, NY
	 	 	1,113	 	 	 	56	 	 	 	828	 	 	 	41	 	 	 	285	 	 	 	14	 	 	 	25.6	%	 	 	1001	 
	165 Halsey Street NJ
	 	 	23,174	 	 	 	1,159	 	 	 	17,235	 	 	 	862	 	 	 	5,939	 	 	 	297	 	 	 	25.6	%	 	 	726	 
	60 Hudson 1211, NY
	 	 	2,843	 	 	 	142	 	 	 	2,203	 	 	 	110	 	 	 	640	 	 	 	32	 	 	 	22.5	%	 	 	450	 
	60 Hudson 1903, NY
	 	 	4,916	 	 	 	246	 	 	 	4,916	 	 	 	246	 	 	 	0	 	 	 	0	 	 	 	0.0	%	 	 	1330	*
	60 Hudson MMR, NY
	 	 	5,238	 	 	 	262	 	 	 	5,238	 	 	 	262	 	 	 	0	 	 	 	0	 	 	 	0.0	%	 	 	602	 
	600 South Federal, CHI.
	 	 	5,700	 	 	 	285	 	 	 	0	 	 	 	0	 	 	 	5,700	 	 	 	285	 	 	 	100.0	%	 	NA
	707 Wilshire Blvd, LA
	 	 	1,856	 	 	 	93	 	 	 	1,456	 	 	 	73	 	 	 	400	 	 	 	20	 	 	 	21.6	%	 	 	683	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	44,840	 	 	 	2,242	 	 	 	31,876	 	 	 	1,594	 	 	 	12,964	 	 	 	648	 	 	 	28.9	%	 	 	4792	**
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







 




			
	*	 	2009 to expand by +300 SF
	 
	**	 	Above and beyond colo space





 









 





Section 4.27 Network Facilities and Operations



Section 4.27(b)(iv)





	 	 	See attached.





- 56 -









 





Leased Facility Fiber Risers




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Total	 	 	 	 	 	 	 	FiberNet	 	 
	CUSTOMER	 	Floor	 	Suite	 	Fibers	 	Fibers Spliced	 	Building	 	Suite/Floor	 	State
	Telstra-Reach
	 	5	 	 	 	 	144	 	 	 	24	 	 	165 HALSEY ST	 	5th Flr	 	New Jersey
	FiberNet
	 	9	 	MMR	 	 	432	 	 	 	432	 	 	165 HALSEY ST	 	5th Flr	 	New Jersey
	Level3
	 	2	 	204	 	 	288	 	 	 	288	 	 	111 8TH AVE	 	303	 	New York
	AboveNet
	 	2	 	209	 	 	144	 	 	 	72	 	 	111 8TH AVE	 	303	 	New York
	Cable & Wireless
	 	2	 	235	 	 	288	 	 	 	96	 	 	111 8TH AVE	 	303	 	New York
	Equant
	 	3	 	300	 	 	72	 	 	 	72	 	 	111 8TH AVE	 	303	 	New York
	Equant
	 	3	 	300	 	 	216	 	 	 	24	 	 	111 8TH AVE	 	303	 	New York
	Flag
	 	3	 	303	 	 	288	 	 	 	96	 	 	111 8TH AVE	 	303	 	New York
	Flag
	 	3	 	303	 	 	48	 	 	 	48	 	 	111 8TH AVE	 	303	 	New York
	Flag
	 	3	 	303	 	 	24	 	 	 	24	 	 	111 8TH AVE	 	303	 	New York
	Flag
	 	3	 	303	 	 	24	 	 	 	24	 	 	111 8TH AVE	 	303	 	New York
	FTGX Cage 304
	 	3	 	303	 	 	144	 	 	 	12	 	 	111 8TH AVE	 	303	 	New York
	FTGX Cage 304- Formerly CNM
	 	3	 	303	 	 	12	 	 	 	12	 	 	111 8TH AVE	 	303	 	New York
	FTGX Cage 304-306
	 	3	 	303	 	 	24	 	 	 	24	 	 	111 8TH AVE	 	303	 	New York
	Global Naps
	 	3	 	303	 	 	4	 	 	 	4	 	 	111 8TH AVE	 	303	 	New York
	Packet Exchange (SMF)
	 	3	 	303	 	 	24	 	 	 	24	 	 	111 8TH AVE	 	303	 	New York
	Packet Exchange (MMF)
	 	3	 	303	 	 	24	 	 	 	24	 	 	111 8TH AVE	 	303	 	New York
	SBC Telecom
	 	3	 	303	 	 	24	 	 	 	24	 	 	111 8TH AVE	 	303	 	New York
	SBC Telecom
	 	3	 	303	 	 	24	 	 	 	24	 	 	111 8TH AVE	 	303	 	New York
	Unipoint
	 	3	 	303	 	 	12	 	 	 	12	 	 	111 8TH AVE	 	303	 	New York
	Verizon GSI
	 	3	 	303	 	 	24	 	 	 	24	 	 	111 8TH AVE	 	303	 	New York
	Verizon GSI
	 	3	 	303	 	 	24	 	 	 	24	 	 	111 8TH AVE	 	303	 	New York
	Verizon GSI
	 	3	 	303	 	 	24	 	 	 	24	 	 	111 8TH AVE	 	303	 	New York
	Worldcom
	 	3	 	303	 	 	12	 	 	 	12	 	 	111 8TH AVE	 	303	 	New York
	Level III
	 	3	 	304	 	 	576	 	 	 	576	 	 	111 8TH AVE	 	303	 	New York
	Telx
	 	3	 	307	 	 	288	 	 	 	216	 	 	111 8TH AVE	 	303	 	New York
	Global Crossing
	 	3	 	311	 	 	144	 	 	 	72	 	 	111 8TH AVE	 	303	 	New York
	MFN
	 	3	 	 	 	 	288	 	 	 	144	 	 	111 8TH AVE	 	303	 	New York
	Bell South
	 	5	 	524	 	 	288	 	 	 	24	 	 	111 8TH AVE	 	303	 	New York
	XO Communications
	 	5	 	535	 	 	144	 	 	 	72	 	 	111 8TH AVE	 	303	 	New York
	Extranet-Carrier 1 (S&Data)
	 	5	 	536	 	 	360	 	 	 	144	 	 	111 8TH AVE	 	303	 	New York






Page 1 of 6









 





Leased Facility Fiber Risers




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Total	 	 	 	 	 	 	 	FiberNet	 	 
	CUSTOMER	 	Floor	 	Suite	 	Fibers	 	Fibers Spliced	 	Building	 	Suite/Floor	 	State
	Broadwing
	 	7	 	708	 	 	144	 	 	 	48	 	 	111 8TH AVE	 	303	 	New York
	Verio
	 	7	 	729	 	 	144	 	 	 	48	 	 	111 8TH AVE	 	303	 	New York
	NTT
	 	7	 	733	 	 	72	 	 	 	72	 	 	111 8TH AVE	 	303	 	New York
	Switch & Data Formerly Paix.Net
	 	7	 	734	 	 	360	 	 	 	144	 	 	111 8TH AVE	 	303	 	New York
	MFN
	 	7	 	736	 	 	288	 	 	 	144	 	 	111 8TH AVE	 	303	 	New York
	Con Ed
	 	8	 	801	 	 	360	 	 	 	48	 	 	111 8TH AVE	 	303	 	New York
	RCN (NEON)
	 	8	 	801	 	 	48	 	 	 	48	 	 	111 8TH AVE	 	303	 	New York
	Telia
	 	8	 	809	 	 	72	 	 	 	72	 	 	111 8TH AVE	 	303	 	New York
	Telia
	 	8	 	810	 	 	144	 	 	 	72	 	 	111 8TH AVE	 	303	 	New York
	Savvis
	 	8	 	815	 	 	288	 	 	 	12	 	 	111 8TH AVE	 	303	 	New York
	Sprint
	 	8	 	815	 	 	288	 	 	 	144	 	 	111 8TH AVE	 	303	 	New York
	iBasis
	 	8	 	816	 	 	216	 	 	 	48	 	 	111 8TH AVE	 	303	 	New York
	Bell Nexxia
	 	8	 	831	 	 	144	 	 	 	96	 	 	111 8TH AVE	 	303	 	New York
	Universal Access
	 	8	 	831	 	 	144	 	 	 	72	 	 	111 8TH AVE	 	303	 	New York
	PaeTec Communications
	 	8	 	834	 	 	144	 	 	 	72	 	 	111 8TH AVE	 	303	 	New York
	Telia
	 	8	 	809-810	 	 	12	 	 	 	12	 	 	111 8TH AVE	 	303	 	New York
	Telx (NYCONNECT-MMR)
	 	15	 	MMR	 	 	360	 	 	 	360	 	 	111 8TH AVE	 	303	 	New York
	Keyspan
	 	19	 	1903	 	 	144	 	 	 	48	 	 	111 8TH AVE	 	303	 	New York
	360 Networks
	 	19	 	1903	 	 	288	 	 	 	288	 	 	60 HUDSON ST	 	1903	 	New York
	Adesta
	 	BMT	 	Vault	 	 	72	 	 	 	72	 	 	60 HUDSON ST	 	1903	 	New York
	Verestar (was ATC)
	 	1	 	MEZZ	 	 	48	 	 	 	48	 	 	60 HUDSON ST	 	1903	 	New York
	Allstream
	 	1	 	MMR	 	 	48	 	 	 	48	 	 	60 HUDSON ST	 	MMR	 	New York
	AT&T
	 	1	 	MMR	 	 	240	 	 	 	240	 	 	60 HUDSON ST	 	MMR	 	New York
	BCE Nexia
	 	1	 	MMR	 	 	72	 	 	 	24	 	 	60 HUDSON ST	 	MMR	 	New York
	BCE(Nexxia)
	 	1	 	MMR	 	 	24	 	 	 	24	 	 	60 HUDSON ST	 	MMR	 	New York
	BT
	 	1	 	MMR	 	 	336	 	 	 	336	 	 	60 HUDSON ST	 	1903	 	New York
	Cambrian
	 	1	 	MMR	 	 	48	 	 	 	48	 	 	60 HUDSON ST	 	MMR	 	New York
	China Tel
	 	1	 	MMR	 	 	24	 	 	 	24	 	 	60 HUDSON ST	 	MMR	 	New York
	Con ed
	 	1	 	MMR	 	 	24	 	 	 	24	 	 	60 HUDSON ST	 	MMR	 	New York
	Con Ed Communications
	 	1	 	MMR	 	 	72	 	 	 	24	 	 	60 HUDSON ST	 	MMR	 	New York
	Dynegy
	 	1	 	MMR	 	 	24	 	 	 	24	 	 	60 HUDSON ST	 	MMR	 	New York






Page 2 of 6









 





Leased Facility Fiber Risers




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Total	 	 	 	 	 	 	 	FiberNet	 	 
	CUSTOMER	 	Floor	 	Suite	 	Fibers	 	Fibers Spliced	 	Building	 	Suite/Floor	 	State
	Dynegy
	 	1	 	MMR	 	 	72	 	 	 	24	 	 	60 HUDSON ST	 	MMR	 	New York
	Entel Chile
	 	1	 	MMR	 	 	48	 	 	 	48	 	 	60 HUDSON ST	 	MMR	 	New York
	Entel Chile
	 	1	 	MMR	 	 	72	 	 	 	48	 	 	60 HUDSON ST	 	MMR	 	New York
	FiberNet
	 	1	 	MMR	 	 	432	 	 	 	288	 	 	60 HUDSON ST	 	MMR	 	New York
	FiberNet
	 	1	 	MMR	 	 	288	 	 	 	288	 	 	60 HUDSON ST	 	1903	 	New York
	Interoute
	 	1	 	MMR	 	 	24	 	 	 	24	 	 	60 HUDSON ST	 	MMR	 	New York
	Korea Telecom
	 	1	 	MMR	 	 	24	 	 	 	24	 	 	60 HUDSON ST	 	MMR	 	New York
	Level 3
	 	1	 	MMR	 	 	96	 	 	 	96	 	 	60 HUDSON ST	 	MMR	 	New York
	Level 3
	 	1	 	MMR	 	 	96	 	 	 	96	 	 	60 HUDSON ST	 	MMR	 	New York
	Lexent
	 	1	 	MMR	 	 	24	 	 	 	24	 	 	60 HUDSON ST	 	MMR	 	New York
	Looking Glass Networks
	 	1	 	MMR	 	 	24	 	 	 	24	 	 	60 HUDSON ST	 	MMR	 	New York
	NEON
	 	1	 	MMR	 	 	24	 	 	 	24	 	 	60 HUDSON ST	 	MMR	 	New York
	NEON
	 	1	 	MMR	 	 	72	 	 	 	24	 	 	60 HUDSON ST	 	MMR	 	New York
	PPL-Cambrian
	 	1	 	MMR	 	 	72	 	 	 	48	 	 	60 HUDSON ST	 	MMR	 	New York
	RCN
	 	1	 	MMR	 	 	48	 	 	 	48	 	 	60 HUDSON ST	 	MMR	 	New York
	RCN
	 	1	 	MMR	 	 	72	 	 	 	48	 	 	60 HUDSON ST	 	MMR	 	New York
	RCN-COAX
	 	1	 	MMR	 	 	24	 	 	 	24	 	 	60 HUDSON ST	 	MMR	 	New York
	SBC Telecom
	 	1	 	MMR	 	 	48	 	 	 	48	 	 	60 HUDSON ST	 	MMR	 	New York
	Swisscom
	 	1	 	MMR	 	 	72	 	 	 	24	 	 	60 HUDSON ST	 	MMR	 	New York
	Swisscom-MMR
	 	1	 	MMR	 	 	24	 	 	 	24	 	 	60 HUDSON ST	 	MMR	 	New York
	Swissfone
	 	1	 	MMR	 	 	48	 	 	 	48	 	 	60 HUDSON ST	 	MMR	 	New York
	Telia Sonera
	 	1	 	MMR	 	 	48	 	 	 	48	 	 	60 HUDSON ST	 	MMR	 	New York
	Time Warner
	 	1	 	MMR	 	 	24	 	 	 	24	 	 	60 HUDSON ST	 	MMR	 	New York
	Verizon
	 	1	 	MMR	 	 	24	 	 	 	24	 	 	60 HUDSON ST	 	MMR	 	New York
	Wavecrest
	 	1	 	MMR	 	 	24	 	 	 	24	 	 	60 HUDSON ST	 	MMR	 	New York
	Global Crossing
	 	2	 	204	 	 	96	 	 	 	96	 	 	60 HUDSON ST	 	1903	 	New York
	The Switch
	 	2	 	201	 	 	48	 	 	 	48	 	 	60 HUDSON ST	 	1903	 	New York
	BCE(Nexxia)
	 	3	 	304	 	 	48	 	 	 	24	 	 	60 HUDSON ST	 	1903	 	New York
	Bell Canada
	 	3	 	304	 	 	288	 	 	 	48	 	 	60 HUDSON ST	 	1903	 	New York
	Waterfront (BT colo’s w Waterfront)
	 	3	 	314	 	 	24	 	 	 	6	 	 	60 HUDSON ST	 	1903	 	New York
	BandX
	 	9	 	900	 	 	24	 	 	 	24	 	 	60 HUDSON ST	 	1903	 	New York






Page 3 of 6









 





Leased Facility Fiber Risers




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Total	 	 	 	 	 	 	 	FiberNet	 	 
	CUSTOMER	 	Floor	 	Suite	 	Fibers	 	Fibers Spliced	 	Building	 	Suite/Floor	 	State
	Deutsche Telecom
	 	9	 	900	 	 	144	 	 	 	144	 	 	60 HUDSON ST	 	1903	 	New York
	Telx
	 	9	 	900	 	 	144	 	 	 	120	 	 	60 HUDSON ST	 	1903	 	New York
	Telx
	 	9	 	900	 	 	144	 	 	 	144	 	 	60 HUDSON ST	 	1903	 	New York
	Telx
	 	9	 	900	 	 	144	 	 	 	144	 	 	60 HUDSON ST	 	1903	 	New York
	Telx
	 	9	 	900	 	 	432	 	 	 	288	 	 	60 HUDSON ST	 	1903	 	New York
	AT&T
	 	10	 	1000	 	 	72	 	 	 	48	 	 	60 HUDSON ST	 	1903	 	New York
	Broadwing
	 	10	 	1010	 	 	96	 	 	 	24	 	 	60 HUDSON ST	 	1903	 	New York
	Broadwing
	 	10	 	1010	 	 	216	 	 	 	48	 	 	60 HUDSON ST	 	1903	 	New York
	ViaTel, Inc
	 	10	 	1015	 	 	48	 	 	 	12	 	 	60 HUDSON ST	 	1903	 	New York
	ViaTel, Inc
	 	10	 	1015	 	 	48	 	 	 	48	 	 	60 HUDSON ST	 	1903	 	New York
	Dancris
	 	11	 	1101	 	 	72	 	 	 	12	 	 	60 HUDSON ST	 	1903	 	New York
	General Telecom
	 	11	 	1107	 	 	48	 	 	 	48	 	 	60 HUDSON ST	 	1903	 	New York
	BT
	 	12	 	1211	 	 	144	 	 	 	144	 	 	60 HUDSON ST	 	1903	 	New York
	FiberNet
	 	12	 	1211	 	 	432	 	 	 	288	 	 	60 HUDSON ST	 	1903/MMR	 	New York
	Verizon
	 	12	 	1203	 	 	12	 	 	 	12	 	 	60 HUDSON ST	 	1903	 	New York
	Teleglobe
	 	12	 	1206	 	 	144	 	 	 	72	 	 	60 HUDSON ST	 	1903	 	New York
	Flag
	 	12	 	1215	 	 	216	 	 	 	24	 	 	60 HUDSON ST	 	1903	 	New York
	SIRIUS Telecom
	 	12	 	1215	 	 	144	 	 	 	24	 	 	60 HUDSON ST	 	1903	 	New York
	Williams
	 	12	 	 	 	 	48	 	 	 	48	 	 	60 HUDSON ST	 	1903	 	New York
	XO Comm
	 	13	 	1302	 	 	24	 	 	 	24	 	 	60 HUDSON ST	 	1903	 	New York
	Americatel
	 	13	 	1305	 	 	24	 	 	 	24	 	 	60 HUDSON ST	 	1903	 	New York
	United Technologies
	 	13	 	1306	 	 	288	 	 	 	24	 	 	60 HUDSON ST	 	1903	 	New York
	Cablevision Lightpath
	 	13	 	1301	 	 	72	 	 	 	48	 	 	60 HUDSON ST	 	1903	 	New York
	Primus
	 	15	 	1502	 	 	24	 	 	 	24	 	 	60 HUDSON ST	 	1903	 	New York
	Primus
	 	15	 	1502	 	 	72	 	 	 	24	 	 	60 HUDSON ST	 	1903	 	New York
	Universal Access
	 	15	 	1505	 	 	48	 	 	 	48	 	 	60 HUDSON ST	 	1903	 	New York
	MFN
	 	15	 	1506	 	 	216	 	 	 	216	 	 	60 HUDSON ST	 	1903	 	New York
	World Xchange
	 	15	 	1508	 	 	288	 	 	 	24	 	 	60 HUDSON ST	 	1903	 	New York
	Switch & Data
	 	16	 	1602	 	 	288	 	 	 	24	 	 	60 HUDSON ST	 	1903	 	New York
	Sprint Canada — CNCS
	 	18	 	1801	 	 	48	 	 	 	48	 	 	60 HUDSON ST	 	1903	 	New York
	Sprint Canada — CNCS
	 	18	 	1801	 	 	48	 	 	 	24	 	 	60 HUDSON ST	 	1903	 	New York






Page 4 of 6









 





Leased Facility Fiber Risers




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Total	 	 	 	 	 	 	 	FiberNet	 	 
	CUSTOMER	 	Floor	 	Suite	 	Fibers	 	Fibers Spliced	 	Building	 	Suite/Floor	 	State
	North American Gateway
	 	18	 	1802	 	 	96	 	 	 	24	 	 	60 HUDSON ST	 	1903	 	New York
	Level 3 /Genuity / GTE)
	 	18	 	1805	 	 	72	 	 	 	72	 	 	60 HUDSON ST	 	1903	 	New York
	Level 3 /Genuity / GTE)
	 	18	 	1805	 	 	24	 	 	 	24	 	 	60 HUDSON ST	 	1903	 	New York
	Beyond The Network
	 	19	 	1903	 	 	24	 	 	 	24	 	 	60 HUDSON ST	 	1903	 	New York
	Beyond The Network
	 	19	 	1903	 	 	24	 	 	 	24	 	 	60 HUDSON ST	 	1903	 	New York
	Codetel
	 	19	 	1903	 	 	72	 	 	 	72	 	 	60 HUDSON ST	 	1903	 	New York
	Digital Telemedia
	 	19	 	1903	 	 	24	 	 	 	24	 	 	60 HUDSON ST	 	1903	 	New York
	Flag
	 	19	 	1903	 	 	84	 	 	 	84	 	 	60 HUDSON ST	 	1903	 	New York
	Flag
	 	19	 	1903	 	 	72	 	 	 	72	 	 	60 HUDSON ST	 	1903	 	New York
	Flag
	 	19	 	1903	 	 	48	 	 	 	48	 	 	60 HUDSON ST	 	1903	 	New York
	Global Naps
	 	19	 	1903	 	 	6	 	 	 	6	 	 	60 HUDSON ST	 	1903	 	New York
	MCI
	 	19	 	1903	 	 	24	 	 	 	24	 	 	60 HUDSON ST	 	1903	 	New York
	Zayo/PPL/Cambrian
	 	19	 	1903	 	 	48	 	 	 	48	 	 	60 HUDSON ST	 	1903	 	New York
	Qwest
	 	19	 	1903	 	 	144	 	 	 	144	 	 	60 HUDSON ST	 	1903	 	New York
	Qwest
	 	19	 	1903	 	 	24	 	 	 	24	 	 	60 HUDSON ST	 	1903	 	New York
	Sify
	 	19	 	1903	 	 	24	 	 	 	24	 	 	60 HUDSON ST	 	1903	 	New York
	Simlab
	 	19	 	1903	 	 	24	 	 	 	24	 	 	60 HUDSON ST	 	1903	 	New York
	Telia-Coax (Telecom Malaysia)
	 	19	 	1903	 	 	3	 	 	 	3	 	 	60 HUDSON ST	 	1903	 	New York
	Time Warner
	 	19	 	1903	 	 	24	 	 	 	24	 	 	60 HUDSON ST	 	1903	 	New York
	Verizon GSI
	 	19	 	1903	 	 	72	 	 	 	72	 	 	60 HUDSON ST	 	1903	 	New York
	VGM
	 	19	 	1903	 	 	24	 	 	 	24	 	 	60 HUDSON ST	 	1903	 	New York
	Worldcom
	 	19	 	1903	 	 	24	 	 	 	24	 	 	60 HUDSON ST	 	1903	 	New York
	JCI Systems
	 	19	 	1904	 	 	48	 	 	 	24	 	 	60 HUDSON ST	 	1903	 	New York
	S&D (Formerly RACO)
	 	19	 	1904	 	 	48	 	 	 	48	 	 	60 HUDSON ST	 	1903	 	New York
	S&D (Formerly RACO)
	 	19	 	1904	 	 	216	 	 	 	48	 	 	60 HUDSON ST	 	1903	 	New York
	NEON
	 	20	 	 	 	 	144	 	 	 	48	 	 	60 HUDSON ST	 	1903	 	New York
	VGNS
	 	21	 	 	 	 	96	 	 	 	96	 	 	60 HUDSON ST	 	1903	 	New York
	Deutsche Telecom
	 	22	 	2202	 	 	24	 	 	 	24	 	 	60 HUDSON ST	 	1903	 	New York
	SingTel (Edco)
	 	22	 	 	 	 	48	 	 	 	48	 	 	60 HUDSON ST	 	1903	 	New York
	SingTel
	 	22	 	 	 	 	72	 	 	 	24	 	 	60 HUDSON ST	 	1903	 	New York
	Telx
	 	23	 	2300	 	 	48	 	 	 	48	 	 	60 HUDSON ST	 	1903	 	New York






Page 5 of 6









 





Leased Facility Fiber Risers




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Total	 	 	 	 	 	 	 	FiberNet	 	 
	CUSTOMER	 	Floor	 	Suite	 	Fibers	 	Fibers Spliced	 	Building	 	Suite/Floor	 	State
	Telx
	 	23	 	2300	 	 	144	 	 	 	24	 	 	60 HUDSON ST	 	1903	 	New York
	MetCom, Inc.
	 	24	 	 	 	 	24	 	 	 	24	 	 	60 HUDSON ST	 	1903	 	New York
	FiberNet (Riser)
	 	4	 	Telco Cl	 	 	432	 	 	 	24	 	 	707 WILSHIRE BLVD	 	48th Flr	 	California
	Formerly CTC Communications
	 	5	 	5388	 	 	144	 	 	 	36	 	 	707 WILSHIRE BLVD	 	48th Flr	 	California
	FiberNet (Bsmt Riser Up Multi Mode)
	 	5	 	 	 	 	144	 	 	 	12	 	 	1 Gateway Center	 	Bsmt	 	New Jersey
	FiberNet (5th flr Riser Up)
	 	8	 	 	 	 	216	 	 	 	24	 	 	600 S. Federal	 	5th Flr	 	Illinois
	FiberNet (5th flr Riser Up)
	 	7	 	 	 	 	216	 	 	 	24	 	 	600 S. Federal	 	5th Flr	 	Illinois
	FiberNet (5th flr Riser Up)
	 	6	 	 	 	 	216	 	 	 	24	 	 	600 S. Federal	 	5th Flr	 	Illinois
	FiberNet (5th flr Riser Up)
	 	5	 	 	 	 	216	 	 	 	24	 	 	600 S. Federal	 	5th Flr	 	Illinois
	FiberNet (5th flr Riser down)
	 	4	 	 	 	 	216	 	 	 	24	 	 	600 S. Federal	 	5th Flr	 	Illinois
	FiberNet (5th flr Riser down)
	 	3	 	 	 	 	216	 	 	 	24	 	 	600 S. Federal	 	5th Flr	 	Illinois
	FiberNet (5th flr Riser down)
	 	2	 	 	 	 	216	 	 	 	24	 	 	600 S. Federal	 	5th Flr	 	Illinois
	FiberNet (5th flr Riser down)
	 	1	 	 	 	 	216	 	 	 	24	 	 	600 S. Federal	 	5th Flr	 	Illinois






Page 6 of 6









 





Section 4.27 Network Facilities and Operations



Section 4.27(b)(V)





	 	 	See attached.





- 57 -









 





FiberNet Dark Fiber Assets




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Dark Fiber	 	 	 	 	 	 	 	 	 	Fiber
	Ring Name	 	Buildings on Ring	 	Provider	 	Fibers	 	Miles	 	Miles
	Original Ring

	 	60 Hudson
	 	Abovenet
	 	 	4	 	 	 	14.0	 	 	 	56.0	 
	 

	 	1700 Broadway	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	520 Madison	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	405 Lexington	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	1301 A of A	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Carrier Ring #1- Original

	 	(Main Hub #1)
	 	Abovenet
	 	 	4	 	 	 	11.5	 	 	 	46.0	 
	 

	 	60 Hudson	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	111 Eighth	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Midtown Carrier Ring # 2
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	60 Hudson
	 	Abovenet
	 	 	4	 	 	 	7.2	 	 	 	28.8	 
	 

	 	111 Eighth	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	601 W. 26th St	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	520 Madison	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Midtown Carrier Ring # 3

	 	(Main Hub #2)	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	60 Hudson
	 	Abovenet
	 	 	4	 	 	 	5.6	 	 	 	22.4	 
	 

	 	111 Eighth	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Downtown Carrier Ring # 1
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	60 Hudson
	 	Abovenet
	 	 	4	 	 	 	6.5	 	 	 	26.0	 
	 

	 	111 Eighth	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	75 Broad St	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Downtown Carrier Ring # 2
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	60 Hudson
	 	Abovenet
	 	 	4	 	 	 	4.9	 	 	 	19.6	 
	 

	 	111 Eighth	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	33 Thomas St.	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	25 Broadway (pass thru)	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Long Island Carrier Ring
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	60 Hudson
	 	Abovenet
	 	 	2	 	 	 	72.0	 	 	 	144.0	 
	 

	 	111 Eighth	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	1101 Stewart	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	New Jersey Carrier Ring
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	60 Hudson
	 	Abovenet
	 	 	4	 	 	 	41.2	 	 	 	164.7	 
	 

	 	111 Eighth	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	111 Pavonia	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	165 Halsey	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Downtown Collector Ring # 1
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	60 Hudson
	 	Abovenet
	 	 	2	 	 	 	16.0	 	 	 	32.0	 
	 

	 	195 Broadway	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	111 Eighth	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	375 Hudson	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Midtown Collector Ring # 3
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	60 Hudson
	 	Abovenet
	 	 	2	 	 	 	6.0	 	 	 	12.0	 
	 

	 	111 Eighth	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	122 E 42nd	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	New Jersey Collector Ring
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	60 Hudson
	 	Abovenet
	 	 	2	 	 	 	42.3	 	 	 	84.5	 
	 

	 	111 Eighth	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	1 Gateway	 	 	 	 	 	 	 	 	 	 	 	 	 	 






Page 1 of 2









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Dark Fiber	 	 	 	 	 	 	 	 	 	Fiber
	Ring Name	 	Buildings on Ring	 	Provider	 	Fibers	 	Miles	 	Miles
	Keyspan Ring 1

	 	60 Hudson
	 	Lightower
	 	 	2	 	 	 	10.0	 	 	 	20.0	 
	 

	 	111 Eighth	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	32 A of A	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	325 Hudson	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Keyspan Span 3

	 	60 Hudson
	 	Lightower
	 	 	2	 	 	 	2.0	 	 	 	4.0	 
	 

	 	25 Broadway	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Keyspan Span 4

	 	111 Eighth
	 	Lightower
	 	 	2	 	 	 	3.5	 	 	 	7.0	 
	 

	 	25 Broadway	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Level 3 (LA) Ring 1

	 	818 W. 7th St (pass thru)
	 	Level 3
	 	 	4	 	 	 	2.1	 	 	 	8.5	 
	 

	 	707 Wilshire Blvd	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	626 Wilshire Blvd (pass thru)	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	1200 W. 7th St	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Level 3 (LA) Ring 2a

	 	818 W. 7th St (pass thru)
	 	Level 3
	 	 	4	 	 	 	1.5	 	 	 	6.0	 
	 

	 	707 Wilshire Blvd	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	650 S. Grand (pass thru)	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	624 S. Grand / 1 Wilshire	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	530 W. 6th St	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	600 W. 7th St.	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Level 3 (LA) Ring 2b

	 	818 W. 7th St (pass thru)
	 	Level 3
	 	 	4	 	 	 	1.5	 	 	 	6.0	 
	 

	 	707 Wilshire Blvd	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	650 S. Grand (pass thru)	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	624 S. Grand / 1 Wilshire	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	530 W. 6th St	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	600 W. 7th St.	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	526 Wilshire Blvd (pass thru)	 	 	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 
	 	 	Route Miles	 	Fiber Miles
	Totals — NY Abovenet

	 	 	227.1	 	 	 	636.0	 






	 	 	 	 	 	 	 	 	 
	 	 	Route Miles	 	Fiber Miles
	Totals — NY Lightower

	 	 	15.5	 	 	 	31.0	 






	 	 	 	 	 	 	 	 	 
	 	 	Route Miles	 	Fiber Miles
	Totals — Level 3 LA

	 	 	5.1	 	 	 	20.5	 






	 	 	 	 	 	 	 	 	 
	 	 	Route Miles	 	Fiber Miles
	Totals — FTGX

	 	 	247.7	 	 	 	687.48	 






Page 2 of 2









 





Section 4.27 Network Facilities and Operations



Section 4.27(b)(vi)





	 	 	None.




Section 4.27(c)





	 	 	None.




Section 4.27(d)





	 	 	None.





- 58 -









 





Section 4.28 Bank Accounts



Section 4.28(a)




	 	 	 
	Bank	 	Authorized Signers
	Bank of America (formerly US Trust Co.)

	 	Jon DeLuca, Michael Liss
	HSBC

	 	Jon DeLuca, Michael Liss
	Deutsche Bank Trust Company of the Americas

	 	Jon DeLuca, Charles Wiesenhart, Michael Hubner
	Deutsche Bank Securities

	 	Jon DeLuca, Charles Wiesenhart
	Merriman Curhan and Ford

	 	Jon DeLuca, Charles Wiesenhart
	Canaccord Adams

	 	Jon DeLuca, Charles Wiesenhart
	Signature Bank

	 	Jon DeLuca, Charles Wiesenhart, Michael Hubner






- 59 -









 





Section 4.29 Change In Control Payment Obligations





	1.	 	Engagement Letter dated May 26, 2009 between Burnham Hill Partners and the Company.
	 
	2.	 	Letter Agreement dated May 21, 2009 between Vantage Advisors, LLC and the Company.
	 
	3.	 	Please see attached.






- 60 -











 




The following assumes: (i) Closing Date of 8/1/09, (ii) all payments are made
under Company’s current Federal employer identification number and (iii) Merger
Consideration of $11.45 per share.




EMPLOYEE INFORMATION:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name	 	2009 Salary	 	2008 Bonus	 	Monthly Medical	 	Monthly Dental	 	Vacation Days
	DeLuca

	 	$	309,000.00	 	 	$	220,000.00	 	 	$	1,477.42	 	 	$	127.55	 	 	 	20	 
	Brown

	 	 	267,800.00	 	 	 	165,000.00	 	 	 	1,477.42	 	 	 	127.55	 	 	 	15	 
	Hubner

	 	 	251,320.00	 	 	 	82,500.00	 	 	 	1,477.42	 	 	 	127.55	 	 	 	15	 
	Wiesenhart

	 	 	228,094.00	 	 	 	82,500.00	 	 	 	1,477.42	 	 	 	127.55	 	 	 	15	 
	Valhuerdi

	 	 	185,400.00	 	 	 	66,000.00	 	 	 	1,080.71	 	 	 	102.83	 	 	 	15	 
	Hoffmann

	 	 	251,963.75	 	 	 	82,500.00	 	 	 	1,477.42	 	 	 	127.55	 	 	 	15	 
	Dowd

	 	 	206,000.00	 	 	 	132,000.00	 	 	 	1,477.42	 	 	 	127.55	 	 	 	15	 
	Ennis

	 	 	196,028.57	 	 	 	66,000.00	 	 	 	1,477.42	 	 	 	127.55	 	 	 	15	 






CIC PAYMENT CALCULATION:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Medical over	 	 	Dental over	 	 	Accrued but	 	 	 	 	 	 	 	 	 	 	 
	 	 	Applicable %	 	 	Pro-Rated	 	 	Designated Time	 	 	Designated Time	 	 	Unused	 	 	Payments Prior	 	 	 	 	 	 	CIC Payment	 
	 	 	of Salary	 	 	Bonus	 	 	Period	 	 	Period	 	 	Vacation Pay	 	 	to Gross Up	 	 	Gross Up	 	 	as of 8/1/2009	 
	DeLuca
	 	$	309,000.00	 	 	$	128,333.33	 	 	$	17,729.04	 	 	$	1,530.60	 	 	$	23,769.23	 	 	$	480,362.20	 	 	$	455,231.00	 	 	$	935,593.20	 
	Brown
	 	 	133,900.00	 	 	 	96,250.00	 	 	 	8,864.52	 	 	 	765.30	 	 	 	15,450.00	 	 	 	255,229.82	 	 	 	—	 	 	 	255,229.82	 
	Hubner
	 	 	125,660.00	 	 	 	48,125.00	 	 	 	8,864.52	 	 	 	765.30	 	 	 	14,499.23	 	 	 	197,914.05	 	 	 	—	 	 	 	197,914.05	 
	Wiesenhart
	 	 	114,047.00	 	 	 	48,125.00	 	 	 	8,864.52	 	 	 	765.30	 	 	 	13,159.27	 	 	 	184,961.09	 	 	 	—	 	 	 	184,961.09	 
	Valhuerdi
	 	 	92,700.00	 	 	 	38,500.00	 	 	 	6,484.26	 	 	 	616.98	 	 	 	10,696.15	 	 	 	148,997.39	 	 	 	—	 	 	 	148,997.39	 
	Hoffmann
	 	 	125,981.88	 	 	 	48,125.00	 	 	 	8,864.52	 	 	 	765.30	 	 	 	14,536.37	 	 	 	198,273.07	 	 	 	—	 	 	 	198,273.07	 
	Dowd
	 	 	103,000.00	 	 	 	77,000.00	 	 	 	8,864.52	 	 	 	765.30	 	 	 	11,884.62	 	 	 	201,514.44	 	 	 	—	 	 	 	201,514.44	 
	Ennis
	 	 	98,014.29	 	 	 	38,500.00	 	 	 	8,864.52	 	 	 	765.30	 	 	 	11,309.34	 	 	 	157,453.45	 	 	 	—	 	 	 	157,453.45	 
	Total Payments
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Under CIC
Plan
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	2,279,936.50	 
	Employer
Medicare
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	33,059.08	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total
Liability
for Payments
under CIC
Plan
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	2,312,995.58	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





 









 





Section 6.1 Conduct of Business of the Company




Section 6.1(c)





	 	 	Amended and Restated Credit Agreement dated as of November 7, 2007 among FiberNet Operations,
Inc., Devnet L.L.C., the Company, FiberNet Telecom, Inc., Availius, LLC, Local Fiber, LLC,
FiberNet Equal Access, L.L.C., CapitalSource Finance LLC, and the Lenders from time to time
parties thereto (including any security interests granted thereunder).





Section 6.1(f)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2009 Debt Payments	 	Principal Reduction	 	LC Fees	 	Unutilized Fees	 	Copier Lease	 	 
	January

	 	$	350,000	 	 	$	40,838	 	 	$	13,194	 	 	$	2,502	 	 	Paid
	February

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	2,502	 	 	Paid
	March

	 	 	240,649	 	 	 	 	 	 	 	 	 	 	 	2,502	 	 	Paid
	April

	 	 	343,496	 	 	 	40,838	 	 	$	11,319	 	 	 	2,502	 	 	Paid
	May

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	2,502	 	 	Paid
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	June

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	2,502	 	 	 
	July

	 	 	515,244	 	 	 	40,838	 	 	$	11,319	 	 	 	2,502	 	 	 
	August

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	2,502	 	 	 
	September

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	2,502	 	 	 
	October

	 	 	515,244	 	 	 	40,838	 	 	$	11,319	 	 	 	2,502	 	 	 
	November

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	2,502	 	 	 
	December

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	2,502	 	 	 
	 	 	 	 	 
	Total
2009 Payments

	 	$	1,964,633	 	 	$	163,352	 	 	$	47,151	 	 	$	30,026	 	 	 
	 	 	 	 	 
	
 



	 
	**  N.B. — Does not include interest expense payments or administration fees, which the Company will pay as they come due.
	 
	Payments due on 1/1/2010

	 	$	515,244	 	 	$	40,838	 	 	$	11,319	 	 	$	2,502	 	 	 






Section 6.1(g)





	 	 	The Company is currently obligated to make monthly payments of approximately $270,000 to XO
Communications Services, Inc. pursuant to the Carrier Services Agreement dated June 13, 2007
between XO and the Company.





- 61 -









 





Section 6.1(i)




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	YTD Actual as	 	Remaining	 	Total Capex
	2009 CapEx	 	of April 2009	 	Balance	 	Budget
	 	 	 
	Engineering
	 	$	293,723.00	 	 	$	840,090.00	 	 	$	1,133,813.00	 
	Operations
	 	 	205,115.00	 	 	 	84,885.00	 	 	 	290,000.00	 
	Infrastructure
	 	 	315,777.00	 	 	 	378,223.00	 	 	 	694,000.00	 
	Customer Specific
	 	 	348,731.78	 	 	 	1,331,268.22	 	 	 	1,680,000.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Network Expansion
Carryovers
	 	 	127,990.00	 	 	 	111,010.00	 	 	 	239,000.00	 
	165 Halsey Expansion
	 	 	838,811.00	 	 	 	661,189.00	 	 	 	1,500,000.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 
	 	$	2,130,147.78	 	 	$	3,406,665.22	 	 	$	5,536,813.00	 
	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Cash Paid for CapEx
YTD
	 	$	1,918,411.15	 	 	 	 	 	 	 	 	 






Section 6.1(m)





	 	 	The Company intends to amend its 2006 federal income tax return to provide in the attachment
entitled “The Statement Pursuant to Section 1.382-11(a)” that there was an “ownership shift”
on 12/31/2006 and not an “ownership change.”










- 62 -









 











Section 6.7 Employees





	1.	 	Jon A. DeLuca
	 
	2.	 	Charles Wiesenhart Jr.
	 
	3.	 	Michael S. Hubner





- 63 -









 





Section 6.8(b) Directors’ and Officers’ Indemnification and Insurance




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Coverage	 	Carrier	 	Limit of Liability	 	Premium
	Directors &
Officers Liability
	 	Illinois National	 	$	10,000,000	 	 	$	195,000	 
	Side A Directors &
Officers
	 	Executive Risk	 	$	5,000,000	 	 	$	60,000	 










- 64 -









 








Section 6.14 Updated Financials




See attached.




- 65 -









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Results	 	 	 	 	 	 	Actual Results	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	of Operations	 	 	 	 	 	 	of Operations	 
	Revenues	 	Jan-09	 	 	Feb-09	 	 	Mar-09	 	 	1 Q 2009	 	 	Apr-09	 	 	Total YTD	 
	Transport
	 	 	2,095,074	 	 	 	2,118,776	 	 	 	2,047,102	 	 	 	6,260,952	 	 	 	2,134,149	 	 	 	8,395,101	 
	Transport Non-Recurring
	 	 	62,282	 	 	 	54,565	 	 	 	58,329	 	 	 	175,176	 	 	 	57,407	 	 	 	232,583	 
	Off-Net Services
	 	 	1,345,698	 	 	 	1,369,738	 	 	 	1,371,612	 	 	 	4,087,048	 	 	 	1,359,916	 	 	 	5,446,964	 
	Off-Net Services Non-Recurring
	 	 	20,189	 	 	 	39,518	 	 	 	15,163	 	 	 	74,870	 	 	 	(2,350	)	 	 	72,520	 
	Data Services On-Net
	 	 	223,162	 	 	 	205,510	 	 	 	183,046	 	 	 	611,718	 	 	 	208,485	 	 	 	820,203	 
	Data Services Non-Recurring
	 	 	10,827	 	 	 	7,769	 	 	 	8,767	 	 	 	27,363	 	 	 	7,494	 	 	 	34,857	 
	Off-Net Data Services
	 	 	242,961	 	 	 	248,544	 	 	 	247,218	 	 	 	738,723	 	 	 	259,747	 	 	 	998,470	 
	Off-Net Data Services Non-Recurring
	 	 	5,117	 	 	 	643	 	 	 	4,563	 	 	 	10,323	 	 	 	7,226	 	 	 	17,549	 
	Colocation
	 	 	1,146,397	 	 	 	1,160,594	 	 	 	1,158,799	 	 	 	3,465,790	 	 	 	1,193,302	 	 	 	4,659,092	 
	Colocation Non-Recurring
	 	 	20,356	 	 	 	15,355	 	 	 	19,668	 	 	 	55,379	 	 	 	16,925	 	 	 	72,304	 
	Access Fees
	 	 	28,747	 	 	 	29,295	 	 	 	31,747	 	 	 	89,789	 	 	 	31,747	 	 	 	121,536	 
	Other
	 	 	3,911	 	 	 	9,394	 	 	 	7,080	 	 	 	20,385	 	 	 	5,967	 	 	 	26,352	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL REVENUES
	 	 	5,204,721	 	 	 	5,259,701	 	 	 	5,153,094	 	 	 	15,617,516	 	 	 	5,280,015	 	 	 	20,897,531	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Direct Costs
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Occupancy
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Carrier Hotels
	 	 	626,324	 	 	 	626,356	 	 	 	629,016	 	 	 	1,881,696	 	 	 	620,854	 	 	 	2,502,550	 
	Buildings
	 	 	9,873	 	 	 	15,706	 	 	 	15,245	 	 	 	40,824	 	 	 	16,130	 	 	 	56,954	 
	Colocation
	 	 	402,558	 	 	 	403,477	 	 	 	413,872	 	 	 	1,219,907	 	 	 	433,492	 	 	 	1,653,399	 
	License Fees
	 	 	149,100	 	 	 	151,600	 	 	 	151,600	 	 	 	452,300	 	 	 	151,850	 	 	 	604,150	 
	Utilities
	 	 	245,027	 	 	 	240,438	 	 	 	232,576	 	 	 	718,041	 	 	 	223,962	 	 	 	942,003	 
	Off-Net Services
	 	 	976,275	 	 	 	1,079,973	 	 	 	956,997	 	 	 	3,013,245	 	 	 	998,335	 	 	 	4,011,580	 
	Off-Net Data Services
	 	 	177,144	 	 	 	185,242	 	 	 	182,983	 	 	 	545,369	 	 	 	174,794	 	 	 	720,163	 
	On-Net Data Services
	 	 	13,309	 	 	 	12,026	 	 	 	11,209	 	 	 	36,544	 	 	 	11,321	 	 	 	47,865	 
	Communications
	 	 	2,310	 	 	 	1,288	 	 	 	738	 	 	 	4,336	 	 	 	2,187	 	 	 	6,523	 
	Maintenance and Installation
	 	 	43,425	 	 	 	85,536	 	 	 	70,577	 	 	 	199,538	 	 	 	67,091	 	 	 	266,629	 
	Other
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL DIRECT COSTS
	 	 	2,645,345	 	 	 	2,801,642	 	 	 	2,664,813	 	 	 	8,111,800	 	 	 	2,700,016	 	 	 	10,811,816	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	GROSS MARGIN
	 	 	2,559,376	 	 	 	2,458,059	 	 	 	2,488,281	 	 	 	7,505,716	 	 	 	2,579,999	 	 	 	10,085,715	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	GROSS MARGIN PERCENTAGE
	 	 	49.2	%	 	 	46.7	%	 	 	48.3	%	 	 	48.1	%	 	 	48.9	%	 	 	48.3	%
	Gross Margin Percentage — Core
	 	 	58.5	%	 	 	57.3	%	 	 	56.6	%	 	 	57.5	%	 	 	58.2	%	 	 	57.7	%
	Gross Margin Percentage — Off-Net
	 	 	28.5	%	 	 	23.7	%	 	 	30.4	%	 	 	27.5	%	 	 	27.8	%	 	 	27.6	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Selling, General and Administration Costs:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Wages and Benefits
	 	 	1,039,139	 	 	 	1,001,907	 	 	 	987,960	 	 	 	3,029,006	 	 	 	1,032,971	 	 	 	4,061,977	 
	Advertising and Marketing Expenses
	 	 	5,600	 	 	 	14,490	 	 	 	8,189	 	 	 	28,279	 	 	 	5,265	 	 	 	33,544	 
	Occupancy
	 	 	75,661	 	 	 	70,142	 	 	 	89,309	 	 	 	235,112	 	 	 	76,901	 	 	 	312,013	 
	Communications
	 	 	22,723	 	 	 	17,327	 	 	 	16,802	 	 	 	56,852	 	 	 	16,534	 	 	 	73,386	 
	Insurance
	 	 	33,880	 	 	 	33,880	 	 	 	33,880	 	 	 	101,640	 	 	 	33,881	 	 	 	135,521	 
	Professional Fees
	 	 	147,256	 	 	 	129,105	 	 	 	134,389	 	 	 	410,750	 	 	 	129,627	 	 	 	540,377	 
	Travel & Entertainment
	 	 	28,267	 	 	 	24,936	 	 	 	19,592	 	 	 	72,795	 	 	 	15,201	 	 	 	87,996	 
	Taxes
	 	 	61,500	 	 	 	61,500	 	 	 	61,500	 	 	 	184,500	 	 	 	61,500	 	 	 	246,000	 
	Office Expense
	 	 	48,294	 	 	 	55,245	 	 	 	43,469	 	 	 	147,008	 	 	 	48,447	 	 	 	195,455	 
	Stock Option Expense
	 	 	118,985	 	 	 	135,174	 	 	 	131,530	 	 	 	385,689	 	 	 	131,530	 	 	 	517,219	 
	Other
	 	 	27,057	 	 	 	28,413	 	 	 	25,430	 	 	 	80,900	 	 	 	22,312	 	 	 	103,212	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL OPERATING EXPENSES
	 	 	1,608,362	 	 	 	1,572,119	 	 	 	1,552,050	 	 	 	4,732,531	 	 	 	1,574,169	 	 	 	6,306,700	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Operating Income before Depreciation and Amor.
	 	 	951,014	 	 	 	885,940	 	 	 	936,231	 	 	 	2,773,185	 	 	 	1,005,830	 	 	 	3,779,015	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OPERATING
MARGIN BEFORE DEP. AND AMOR.
	 	 	18.3	%	 	 	16.8	%	 	 	18.2	%	 	 	17.8	%	 	 	19.0	%	 	 	18.1	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Interest Income
	 	 	(455	)	 	 	(150	)	 	 	(75	)	 	 	(680	)	 	 	—	 	 	 	(680	)
	Interest Expense
	 	 	97,947	 	 	 	91,293	 	 	 	99,442	 	 	 	288,682	 	 	 	96,264	 	 	 	384,946	 
	Provision for income taxes
	 	 	(20,500	)	 	 	(20,500	)	 	 	(20,500	)	 	 	(61,500	)	 	 	(20,500	)	 	 	(82,000	)
	Depreciation & Amtz
	 	 	880,240	 	 	 	891,997	 	 	 	880,558	 	 	 	2,652,795	 	 	 	885,058	 	 	 	3,537,853	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	NET INCOME
	 	 	(47,218	)	 	 	(117,700	)	 	 	(64,194	)	 	 	(229,112	)	 	 	4,008	 	 	 	(225,104	)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	EBITDA
	 	 	1,069,999	 	 	 	1,021,114	 	 	 	1,067,761	 	 	 	3,158,874	 	 	 	1,137,360	 	 	 	4,296,234	 
	EBITDA Margin
	 	 	20.6	%	 	 	19.4	%	 	 	20.7	%	 	 	20.2	%	 	 	21.5	%	 	 	20.6	%






 -









 








Balance Sheet

April 30, 2009




Assets







	 	 	 	 	 	 	 	 	 	 	 	 	 
	Current Assets	 	 	 	 	 	 	 	 	 	 

	 	 	 	 	Cash and Cash Equivalents
	 	$	8,236,820	 	 	 	 	 
	 	 	 	 	Accounts Receivable, Net
	 	 	5,391,391	 	 	 	 	 
	 	 	 	 	Prepaid Expenses
	 	 	819,893	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	Total Current Assets	 	 	 	 	 	$	14,448,104	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Non-current Assets	 	 
	 	 	 	 	 	 	 	 
	Property, Plant and Equipment	 	 	 	 	 	 	 	 
	 	15000	 	 	Furniture & Fixtures
	 	$	747,618	 	 	 	 	 
	 	15100	 	 	Computer Hardware
	 	 	1,004,757	 	 	 	 	 
	 	15200	 	 	Computer Software
	 	 	1,094,138	 	 	 	 	 
	 	15210	 	 	Network equipment
	 	 	41,022,106	 	 	 	 	 
	 	15220	 	 	Network Infrastructure
	 	 	40,642,173	 	 	 	 	 
	 	15230	 	 	Network Engineering & Profes
	 	 	38,646,604	 	 	 	 	 
	 	15500	 	 	Leasehold Improvements
	 	 	30,739	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	Total Property, Plant & Equipment	 	$	123,188,135	 	 	 	 	 
	 	 	 	 	Accumulated Depreciation
	 	$	(72,110,990	)	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	Property, Plant & Equipment, net	 	 	 	 	 	$	51,077,145	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Other Assets	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Goodwill, net
	 	$	1,612,557	 	 	 	 	 
	 	 	 	 	Other Intangible Assets, net 

Deferred Charges, net
	 	 	597,340	 	 	 	 	 
	 	16000	 	 	Long Term Investments
	 	 	250,000	 	 	 	 	 
	 	 	 	 	Deposits
	 	 	491,497	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	Total Other Assets	 
	 	 	 	 	 	$	2,951,394	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Total Assets	 	 
	 	 	 	 	 	$	68,476,643	 
	 	 	 	 	 
	 	 	 	 	 	 	 






Confidential: For Internal Use Only




 









 





Balance Sheet

April 30, 2009




Liabilities and Equity



	 	 	 	 	 	 	 	 	 	 	 	 	 

	Current Liabilities	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Accounts Payable
	 	$	3,918,100	 	 	 	 	 
	 	 	 	 	Accrued Expenses
	 	 	7,131,911	 	 	 	 	 
	 	 	 	 	Taxes Payable
	 	 	638,905	 	 	 	 	 
	 	27100	 	 	Deferred Revenue
	 	 	5,582,425	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	Total Current Liabilities	 	 
	 	 	 	 	 	$	17,271,341	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Long Term Liabilities	 	 
	 	 	 	 	 	 	 	 
	 	27200	 	 	Long Term Deferred Revenue
	 	 	 	 	 	 	 	 
	 	27000	 	 	Long Term Notes Payable
	 	 	13,865,855	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	Long Term Liabilities	 	 
	 	 	 	 	 	$	13,865,855	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	     Total Liabilities	 	 
	 	 	 	 	 	$	31,137,196	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Equity	 	 
	 	 	 	 	 	 	 	 
	 	38000	 	 	Common Stock
	 	$	7,667	 	 	 	 	 
	 	38500	 	 	Additional Paid-in Capital
	 	 	449,298,823	 	 	 	 	 
	 	38560	 	 	Deferred Compensation Expens
	 	 	(4,234,708	)	 	 	 	 
	 	38570	 	 	Deferred Rent Expense
	 	 	(1,154,936	)	 	 	 	 
	 	39000	 	 	Retained Earnings
	 	 	(406,352,297	)	 	 	 	 
	 	 	 	 	Net Income
	 	 	(225,102	)	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	Total Equity	 	 
	 	 	 	 	 	$	37,339,447	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	     Total Liabilities & Equity	 	 	 	 	 	$	68,476,643	 
	 	 	 	 	 
	 	 	 	 	 	 	 






Confidential: For Internal Use Only




 









 





FiberNet Telecom Group, Inc.

Trial Balance

April 30, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Account	 	 	 	 	Beginning	 	 	Current Period	 	 	Current	 
	Number	 	 	Account Title	 	Balance	 	 	Activity	 	 	Balance	 
	Assets, Liabilities & Equity	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	10100	 	 	Bankers Trust — Money M
	 	$	.00	 	 	$	.00	 	 	$	.00	 
	10110	 	 	Bankers Trust — FTGX
	 	 	8,724,791.95	 	 	 	(981,926.21	)	 	 	7,742,865.74	 
	10115	 	 	Bankers Trust — A/R Dep
	 	 	150,456.53	 	 	 	(71,877.20	)	 	 	78,579.33	 
	10116	 	 	Bankers Trust — Devnet
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	10120	 	 	Bankers Trust — Equal A
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	10130	 	 	Bankers Trust — Local F
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	10140	 	 	Cash — Devnet Hudson Un
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	10200	 	 	Republic Checking Accou
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	10201	 	 	Republic Bank Account —
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	10300	 	 	Commercial Bank Checkin
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	10310	 	 	FTGX US Trust Checking
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	10315	 	 	US Trust — Payroll Acco
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	10320	 	 	FTGX US Trust RBA Accou
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	10330	 	 	FTGX US Trust Certifica
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	10400	 	 	DB — Payroll
	 	 	50,000.00	 	 	 	300,030.06	 	 	 	350,030.06	 
	10500	 	 	Commercial Bank RBA Mon
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	10600	 	 	Smith-Barney Brokerage
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	10700	 	 	Cash Control Account —
	 	 	189,436.29	 	 	 	(124,091.52	)	 	 	65,344.77	 
	10800	 	 	Restricted Cash
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	11000	 	 	Accounts Receivable
	 	 	4,967,424.20	 	 	 	1,284,502.93	 	 	 	6,251,927.13	 
	11400	 	 	Accounts Receivable — O
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	11500	 	 	Allowance for Doubtful
	 	 	(860,535.95	)	 	 	.00	 	 	 	(860,535.95	)
	12000	 	 	Inventory
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	12500	 	 	Intercompany Rec/Invent
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	13000	 	 	Investment — FiberNet T
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	13100	 	 	Investment — FiberNet E
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	13200	 	 	Investment — Local Fibe
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	13300	 	 	Investment — DevNet
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	13400	 	 	Investment — FiberNet O
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	14000	 	 	Prepaid Expenses
	 	 	768,520.64	 	 	 	51,371.87	 	 	 	819,892.51	 
	14010	 	 	Prepaid Rent Expense
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	14050	 	 	Prepaid Professional Fe
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	14100	 	 	Prepaid Insurance — G/L
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	14105	 	 	Prepaid Insurance — Wor
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	14110	 	 	Prepaid Insurance — Umb
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	14115	 	 	Prepaid Insurance — Pro
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	14125	 	 	Prepaid Insurance — D &
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	14130	 	 	Prepaid Interest Expens
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	14135	 	 	Prepaid Insurance — Emp
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	14140	 	 	Prepaid Insurance — Fid
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	14145	 	 	Prepaid Insurance — Pro
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	14200	 	 	Deposits — Utilities
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	14250	 	 	Deposits — Projects
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	14300	 	 	Deposits — Leases
	 	 	491,497.75	 	 	 	.00	 	 	 	491,497.75	 
	14350	 	 	L & E — TO JOEL ZIMMERM
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	14400	 	 	L & E — Due From — INTE
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	14500	 	 	Other Current Assets
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	15000	 	 	Furniture & Fixtures
	 	 	694,907.91	 	 	 	52,710.35	 	 	 	747,618.26	 
	15100	 	 	Computer Hardware
	 	 	1,009,700.38	 	 	 	(4,943.76	)	 	 	1,004,756.62	 
	15200	 	 	Computer Software
	 	 	1,015,747.92	 	 	 	78,390.00	 	 	 	1,094,137.92	 










Page 1









 








FiberNet Telecom Group, Inc.

Trial Balance

April 30, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Account	 	 	 	 	Beginning	 	 	Current Period	 	 	Current	 
	Number	 	 	Account Title	 	Balance	 	 	Activity	 	 	Balance	 
	 	15210	 	 	Network equipment
	 	$	40,940,562.34	 	 	$	81,543.48	 	 	$	41,022,105.82	 
	 	15220	 	 	Network Infrastructure
	 	 	40, 642,173.32	 	 	 	.00	 	 	 	40,642,173.32	 
	 	15230	 	 	Network Engineering & P
	 	 	38,583,054.42	 	 	 	63,549.34	 	 	 	38,646,603.76	 
	 	15240	 	 	Network Leashold Improv
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	15300	 	 	Office Equipment
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	15400	 	 	Network Buildout — $9.1
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	15450	 	 	Leasehold Improvements
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	15500	 	 	Leasehold Improvements
	 	 	30,739.55	 	 	 	.00	 	 	 	30,739.55	 
	 	15550	 	 	System Infrastructure
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	15600	 	 	System Equipment
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	15650	 	 	System Engineering & Pr
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	15700	 	 	Construction In Progres
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	15750	 	 	Capitalized Interest Co
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	15800	 	 	Deferred Financing Cost
	 	 	999,980.81	 	 	 	.00	 	 	 	999,980.81	 
	 	15850	 	 	Capitalized Options
	 	 	27,189.15	 	 	 	.00	 	 	 	27,189.15	 
	 	15900	 	 	Capitalized Consulting
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	15950	 	 	Capitalized Bechtel Cos
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	16000	 	 	Long Term Investments
	 	 	250,000.00	 	 	 	.00	 	 	 	250,000.00	 
	 	17000	 	 	Accum. Deprec. — Furnit
	 	 	(242,349.91	)	 	 	(10,030.51	)	 	 	(252,380.42	)
	 	17100	 	 	Accum. Deprec. — Comput
	 	 	(967,617.92	)	 	 	(6,213.30	)	 	 	(973,831.22	)
	 	17200	 	 	Accum. Deprec. — Comput
	 	 	(711,867.54	)	 	 	(26,928.00	)	 	 	(738,795.54	)
	 	17210	 	 	Accum. Deprec. — Networ
	 	 	(25,443,774.39	)	 	 	(344,797.44	)	 	 	(25,788,571.83	)
	 	17220	 	 	Accum. Deprec. — Networ
	 	 	(18,047,193.53	)	 	 	(174,333.90	)	 	 	(18,221,527.43	)
	 	17230	 	 	Accum. Deprec. — Networ
	 	 	(25,782,573.81	)	 	 	(322,570.16	)	 	 	(26,105,143.97	)
	 	17240	 	 	Accum Deprec. — Network
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	17300	 	 	Accum. Deprec. — Office
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	17400	 	 	Accum. Deprec. — $9.1M
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	17500	 	 	Accum. Deprec. — Leaseh
	 	 	(30,739.55	)	 	 	.00	 	 	 	(30,739.55	)
	 	17550	 	 	Accum. Deprec. — System
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	17600	 	 	Accum. Deprec. — System
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	17650	 	 	Accum. Deprec. — Eng. &
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	17700	 	 	Accum. Deprec. — Const.
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	17750	 	 	Accum. Amort. — Cap. In
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	17800	 	 	Accum Amtz. — Goodwill
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	17850	 	 	Accum. Amort. — Other I
	 	 	(569,684.48	)	 	 	.00	 	 	 	(569,684.48	)
	 	19000	 	 	Accum. Amort. — Capital
	 	 	(15,351.68	)	 	 	(184.96	)	 	 	(15,536.64	)
	 	19030	 	 	Accum. Amort. — Deferre
	 	 	(397,559.56	)	 	 	(16,733.92	)	 	 	(414,293.48	)
	 	19800	 	 	Goodwill
	 	 	1,612,556.62	 	 	 	.00	 	 	 	1,612,556.62	 
	 	19850	 	 	Other Intangible Assets
	 	 	569,684.61	 	 	 	.00	 	 	 	569,684.61	 
	 	19900	 	 	Other Non-Current Asset
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	20000	 	 	Accounts Payable
	 	 	(4,463,649.93	)	 	 	545,550.26	 	 	 	(3,918,099.67	)
	 	20100	 	 	Deferred Revenue
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	20500	 	 	Payables
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	21000	 	 	Retainage Payable
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	21050	 	 	L & E — Due To — INTERC
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	21100	 	 	Loan Payable — FTGX
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	21200	 	 	Loan Payable — FTI
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	21300	 	 	Loan Payable — FEA
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	21400	 	 	Loan Payable — Local Fi
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	21500	 	 	Intercompany Payable/In
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	22000	 	 	Notes Payable — Current
	 	 	(1,889,227.84	)	 	 	1,889,227.84	 	 	 	.00	 
	 	22050	 	 	Leases Payable — Curren
	 	 	.00	 	 	 	.00	 	 	 	.00	 






Page 2









 








FiberNet Telecom Group, Inc.

Trial Balance

April 30, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Account	 	 	 	 	Beginning	 	 	Current Period	 	 	Current	 
	Number	 	 	Account Title	 	Balance	 	 	Activity	 	 	Balance	 
	 	22100	 	 	Interest Payable
	 	$	.00	 	 	$	.00	 	 	$	.00	 
	 	22200	 	 	Accrued Expenses
	 	 	(7,367,258.62	)	 	 	235,347.73	 	 	 	(7,131,910.89	)
	 	22300	 	 	Accrued Expenses — Lega
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	22400	 	 	Accrued Expenses — Acco
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	23000	 	 	Customer Deposits
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	23100	 	 	Sales Tax Payable
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	23110	 	 	NYS 184 Gross Earnings
	 	 	803.39	 	 	 	(10.32	)	 	 	793.07	 
	 	23120	 	 	NYS 184 MCTD Surcharge
	 	 	205.88	 	 	 	(3.52	)	 	 	202.36	 
	 	23130	 	 	NYS 186 Excise Tax Paya
	 	 	(8,491.82	)	 	 	(115.49	)	 	 	(8,607.31	)
	 	23140	 	 	NYS 186 MCTD Surcharge
	 	 	(869.65	)	 	 	(16.37	)	 	 	(886.02	)
	 	23150	 	 	NYC Utility Tax Payable
	 	 	(52,691.55	)	 	 	(64.63	)	 	 	(52,756.18	)
	 	23160	 	 	Federal Excise Tax Paya
	 	 	(20,871.41	)	 	 	(82.50	)	 	 	(20,953.91	)
	 	23170	 	 	NYS Sales and Use Tax P
	 	 	(39,344.02	)	 	 	(6,427.43	)	 	 	(45,771.45	)
	 	23180	 	 	NYC Sales and Use Tax P
	 	 	(676.03	)	 	 	.00	 	 	 	(676.03	)
	 	23190	 	 	MCTD Sales and Use Tax
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	23200	 	 	MUTA 186 Buildout Tax
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	23300	 	 	401 K Deductions Payabl
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	23330	 	 	NYS Franchise Tax Utili
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	23360	 	 	New York Local Excise T
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	23400	 	 	Federal Payroll Taxes P
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	23406	 	 	Illinois Gross Receipts
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	23411	 	 	Illinois Local Telecomm
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	23416	 	 	Illinois Local Gross Re
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	23430	 	 	Illinois Service Occt’n
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	23431	 	 	Chicago Personal Proper
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	23432	 	 	Chicago Personal Occpt’
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	23450	 	 	Illinois Excise Tax
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	23500	 	 	FUTA Tax Payable
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	23503	 	 	California 911 Tax
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	23504	 	 	California Public Utili
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	23505	 	 	California Sales Tax
	 	 	(2,861.29	)	 	 	(349.35	)	 	 	(3,210.64	)
	 	23511	 	 	California Local Utilit
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	23515	 	 	California Local Sales
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	23540	 	 	California Universal Li
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	23541	 	 	California Teleconnecti
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	23542	 	 	Calif. Relay Svc & Tele
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	23543	 	 	California High Cost Fu
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	23550	 	 	New Jersey Sales Tax
	 	 	(146,108.48	)	 	 	(4,455.07	)	 	 	(150,563.55	)
	 	23560	 	 	Massachusetts Sales Tax
	 	 	(10,084.85	)	 	 	(145.63	)	 	 	(10,230.48	)
	 	23600	 	 	Universal Service Fund
	 	 	(250,106.38	)	 	 	(14,057.87	)	 	 	(264,164.25	)
	 	23700	 	 	SUTA Tax Payable
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	23750	 	 	Net Pay
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	23800	 	 	Local Payroll Taxes Pay
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	23900	 	 	Income Taxes Payable
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	24000	 	 	Other Taxes Payable
	 	 	(76,617.17	)	 	 	(5,463.93	)	 	 	(82,081.10	)
	 	24800	 	 	Suspense — Clearing Acc
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	27000	 	 	Long Term Notes Payable
	 	 	(12,320,123.16	)	 	 	(1,545,731.88	)	 	 	(13,865,855.04	)
	 	27001	 	 	Notes Payable — Nortel
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	27002	 	 	Note Payable — SDS
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	27100	 	 	Deferred Revenue
	 	 	(1,172,913.09	)	 	 	(4,409,511.80	)	 	 	(5,582,424.89	)
	 	27200	 	 	Long Term Deferred Reve
	 	 	(3,514,725.00	)	 	 	3,514,725.00	 	 	 	.00	 
	 	27300	 	 	Long-Term Lease Payable
	 	 	.00	 	 	 	.00	 	 	 	.00	 










Page 3









 








FiberNet Telecom Group, Inc.

Trial Balance

April 30, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Account	 	 	 	 	Beginning	 	 	Current Period	 	 	Current	 
	Number	 	 	Account Title	 	Balance	 	 	Activity	 	 	Balance	 
	 	27400	 	 	Notes Payable — Convert
	 	$	.00	 	 	$	.00	 	 	$	.00	 
	 	27500	 	 	Less: Original Issue Di
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	38000	 	 	Common Stock
	 	 	(7,678.59	)	 	 	11.21	 	 	 	(7,667.38	)
	 	38001	 	 	Stock Subscription Rece
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	38400	 	 	Preferred Stock A
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	38410	 	 	Preferred Stock B
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	38420	 	 	Preferred Stock C
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	38430	 	 	Preferred Stock D
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	38440	 	 	Preferred Stock E
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	38450	 	 	Preferred Stock F
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	38460	 	 	Preferred Stock G
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	38470	 	 	Preferred Stock H
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	38480	 	 	Preferred Stock I
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	38490	 	 	Preferred Stock J
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	38491	 	 	Subscription Rec — Seri
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	38500	 	 	Additional Paid-in Capi
	 	 	(449,418,506.82	)	 	 	119,684.48	 	 	 	(449,298,822.34	)
	 	38550	 	 	Options On Common Stock
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	38560	 	 	Deferred Compensation E
	 	 	4,361,842.45	 	 	 	(127,134.44	)	 	 	4,234,708.01	 
	 	38570	 	 	Deferred Rent Expense
	 	 	1,169,372.16	 	 	 	(14,436.70	)	 	 	1,154,935.46	 
	 	38650	 	 	Dividends Paid — Common
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	38700	 	 	Dividends Paid — Prefer
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	39000	 	 	Retained Earnings
	 	 	406,352,297.37	 	 	 	.00	 	 	 	406,352,297.37	 
	 	39500	 	 	Profit (Loss) Current Y
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	91406	 	 	Illinois Gross Receipts
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	91411	 	 	Illinois Local Telecomm
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	91416	 	 	Illinios Local Gross Re
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	91430	 	 	Illinois Servic Occupat
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	91431	 	 	Chicago Personal Prop.
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	91432	 	 	Chicago Service Occupat
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	91450	 	 	Illinois Excise Tax
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	93105	 	 	New Jersey Sales Tax
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	93305	 	 	New York Sales Tax
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	93306	 	 	New York Gross Receipts
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	93315	 	 	New York Local Sales Ta
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	93330	 	 	 
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	93331	 	 	New York City Utility T
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	93350	 	 	New York Excise Tax
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	93351	 	 	New York MTA Surcharge
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	93352	 	 	New York MTA Surcharge
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	93360	 	 	New York Local Excise T
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	Total
	 	$	(229,108.38	)	 	$	4,006.74	 	 	$	(225,101.64	)
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Income & Expenses	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	40000	 	 	Transport Revenues — Re
	 	$	6,260,951.83	 	 	$	2,134,149.22	 	 	$	8,395,101.05	 
	 	40100	 	 	Colocation Revenue — Re
	 	 	3,456,820.45	 	 	 	1,190,312.26	 	 	 	4,647,132.71	 
	 	40150	 	 	Access Fees
	 	 	89,787.92	 	 	 	31,746.51	 	 	 	121,534.43	 
	 	40200	 	 	Other Service Revenue —
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	40300	 	 	Off-Net Recurring Reven
	 	 	4,087,047.66	 	 	 	1,359,915.59	 	 	 	5,446,963.25	 
	 	40350	 	 	Off-Net Data Services —
	 	 	738,723.10	 	 	 	259,746.58	 	 	 	998,469.68	 






Page 4









 








FiberNet Telecom Group, Inc.

Trial Balance

April 30, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Account	 	 	 	 	Beginning	 	 	Current Period	 	 	Current	 
	Number	 	 	Account Title	 	Balance	 	 	Activity	 	 	Balance	 
	 	40400	 	 	Off-Net Collocation Ser
	 	$	8,970.00	 	 	$	2,990.00	 	 	$	11,960.00	 
	 	40500	 	 	Internet Based Services
	 	 	611,717.61	 	 	 	208,484.95	 	 	 	820,202.56	 
	 	40700	 	 	Sales — Interest Income
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	40800	 	 	Sales — Miscellaneous I
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	41000	 	 	Transport Revenues — No
	 	 	175,176.13	 	 	 	57,407.30	 	 	 	232,583.43	 
	 	41100	 	 	Colocation Revenues — N
	 	 	55,379.01	 	 	 	16,925.39	 	 	 	72,304.40	 
	 	41150	 	 	Access Fees — Non Rec
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	41200	 	 	Other Service Revenues
	 	 	20,384.67	 	 	 	5,966.84	 	 	 	26,351.51	 
	 	41300	 	 	Off-Net Non-Recurring R
	 	 	74,869.79	 	 	 	(2,350.23	)	 	 	72,519.56	 
	 	41350	 	 	Off-Net Data Services —
	 	 	10,322.83	 	 	 	7,225.56	 	 	 	17,548.39	 
	 	41400	 	 	Off-Net Colo Svcs — Non
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	41500	 	 	Internet Based Svcs — N
	 	 	27,363.14	 	 	 	7,494.16	 	 	 	34,857.30	 
	 	48000	 	 	Interest Income
	 	 	683.17	 	 	 	.00	 	 	 	683.17	 
	 	48100	 	 	Miscellaneous Income
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	49000	 	 	 
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	50000	 	 	Salaries
	 	 	(1,985,180.32	)	 	 	(682,286.96	)	 	 	(2,667,467.28	)
	 	50010	 	 	Commission Expense
	 	 	(217,500.00	)	 	 	(72,500.00	)	 	 	(290,000.00	)
	 	50050	 	 	Salaries — Accounting
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	50100	 	 	Salaries — Administrati
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	50150	 	 	Salaries — Operations
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	50200	 	 	Salaries — Engineering
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	50250	 	 	Salaries — Sales
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	50300	 	 	Salaries — Marketing
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	50350	 	 	Temporary Services
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	50400	 	 	Survey Costs
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	50500	 	 	Materials Cost
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	51000	 	 	Equipment Cost
	 	 	(10,251.17	)	 	 	(1,668.48	)	 	 	(11,919.65	)
	 	51100	 	 	Engineering & Design Co
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	51500	 	 	Subcontractor Cost
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	57000	 	 	Overnight Mail/ Curiers
	 	 	(44,506.96	)	 	 	(16,176.29	)	 	 	(60,683.25	)
	 	60000	 	 	Promotional Expense
	 	 	1,275.77	 	 	 	.00	 	 	 	1,275.77	 
	 	60500	 	 	Amortization — Capitali
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	60600	 	 	Amortization — Capitali
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	60700	 	 	Amortization — Deferred
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	60800	 	 	Amortization — Original
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	61000	 	 	Auto Expenses
	 	 	(2,568.91	)	 	 	(360.99	)	 	 	(2,929.90	)
	 	61100	 	 	Auto Expense — Parking/
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	61200	 	 	Auto Expense — Gas/Oil/
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	61300	 	 	Auto Expense — Allowanc
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	61400	 	 	Auto Rental
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	62000	 	 	Bank Charges
	 	 	(18,148.46	)	 	 	(3,143.73	)	 	 	(21,292.19	)
	 	62100	 	 	Management Fees
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	62500	 	 	Bad Debt Expense
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	63000	 	 	Office Cleaning Expense
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	63500	 	 	Closing Fees
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	63600	 	 	Financing Facility Fees
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	63700	 	 	Organization Costs
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	63800	 	 	Expansion Costs — Chica
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	64000	 	 	Bonuses
	 	 	(315,000.00	)	 	 	(105,000.00	)	 	 	(420,000.00	)
	 	64500	 	 	Contributions
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	64600	 	 	Professional Dues
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	65000	 	 	Depreciation Expense
	 	 	(2,623,647.94	)	 	 	(884,873.31	)	 	 	(3,508,521.25	)











Page 5









 











FiberNet Telecom Group, Inc.




Trial Balance

April 30, 2009



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Account	 	 	 	 	Beginning	 	 	Current Period	 	 	Current	 
	Number	 	 	Account Title	 	Balance	 	 	Activity	 	 	Balance	 
	 	65001	 	 	Amortization Expense
	 	$	(29,146.86	)	 	$	(184.96	)	 	$	(29,331.82	)
	 	65010	 	 	Depreciation Expense —
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	65020	 	 	Depreciation Expense —
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	65030	 	 	Depreciation Expense —
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	65040	 	 	Depreciation Expense —
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	65050	 	 	Depreciation Expense —
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	65060	 	 	Depreciation Expense —
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	65070	 	 	Depreciation Expense —
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	65080	 	 	Depreciation Expense —
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	65090	 	 	Depreciation Expense —
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	65100	 	 	Depreciation Expense —
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	65500	 	 	Dues & Subscriptions Ex
	 	 	(2,006.42	)	 	 	(343.81	)	 	 	(2,350.23	)
	 	66000	 	 	Colocation — Direct Cos
	 	 	(1,213,756.56	)	 	 	(431,174.79	)	 	 	(1,644,931.35	)
	 	66010	 	 	Landlord Revenue Share
	 	 	(452,300.00	)	 	 	(151,850.00	)	 	 	(604,150.00	)
	 	66300	 	 	Off-Net Transport Purch
	 	 	(3,013,244.81	)	 	 	(998,335.68	)	 	 	(4,011,580.49	)
	 	66350	 	 	Off-Net Colocation Purc
	 	 	(6,151.24	)	 	 	(2,317.08	)	 	 	(8,468.32	)
	 	66400	 	 	Data Services Purchases
	 	 	(36,543.77	)	 	 	(11,321.18	)	 	 	(47,864.95	)
	 	66450	 	 	Off-Net Data Services —
	 	 	(545,369.47	)	 	 	(174,793.86	)	 	 	(720,163.33	)
	 	66500	 	 	Engineering / Architect
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	66600	 	 	Maintenance and Install
	 	 	(199,536.78	)	 	 	(67,090.99	)	 	 	(266,627.77	)
	 	67000	 	 	Advertising Expense
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	67025	 	 	Web Site Development
	 	 	(72.50	)	 	 	.00	 	 	 	(72.50	)
	 	67050	 	 	Marketing & Research
	 	 	(5,011.57	)	 	 	(9,965.20	)	 	 	(14,976.77	)
	 	67075	 	 	Trade Shows
	 	 	(24,471.24	)	 	 	4,700.00	 	 	 	(19,771.24	)
	 	68000	 	 	Commitment Fees
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	69500	 	 	Corporate Income Tax —
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	69550	 	 	Corporate Income Tax —
	 	 	(246,000.00	)	 	 	(82,000.00	)	 	 	(328,000.00	)
	 	70000	 	 	Insurance — Comprehensi
	 	 	(38,401.35	)	 	 	(12,801.45	)	 	 	(51,202.80	)
	 	70010	 	 	Insurance — O & D Expen
	 	 	(57,979.08	)	 	 	(19,326.36	)	 	 	(77,305.44	)
	 	70050	 	 	Insurance — Umbrella
	 	 	(4,074.72	)	 	 	(1,358.24	)	 	 	(5,432.96	)
	 	70060	 	 	Insurance — Life
	 	 	(3,487.05	)	 	 	(1,137.27	)	 	 	(4,624.32	)
	 	70100	 	 	Insurance — Health, Gua
	 	 	(255,635.26	)	 	 	(85,876.83	)	 	 	(341,512.09	)
	 	70125	 	 	Insurance — Short Term
	 	 	(10,879.71	)	 	 	(3,569.81	)	 	 	(14,449.52	)
	 	70135	 	 	Insurnace — EPL
	 	 	(4,387.95	)	 	 	(1,462.65	)	 	 	(5,850.60	)
	 	70140	 	 	Insurance — Fiduciary
	 	 	(58,460.70	)	 	 	(19,486.90	)	 	 	(77,947.60	)
	 	70150	 	 	Insurance — Long Term D
	 	 	(5,135.26	)	 	 	(1,263.80	)	 	 	(6,399.06	)
	 	70200	 	 	Insurance Expense
	 	 	(1,184.88	)	 	 	(394.96	)	 	 	(1,579.84	)
	 	70500	 	 	Interest Expense
	 	 	(288,681.39	)	 	 	(96,263.87	)	 	 	(384,945.26	)
	 	70510	 	 	Preferred Dividends Exp
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	71400	 	 	Conference & Seminar Fe
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	71500	 	 	Legal Fees
	 	 	(45,000.00	)	 	 	(15,000.00	)	 	 	(60,000.00	)
	 	71600	 	 	Accounting Fees
	 	 	(120,000.00	)	 	 	(40,000.00	)	 	 	(160,000.00	)
	 	71700	 	 	Press Release Costs
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	72000	 	 	Licenses & Permits Expe
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	72100	 	 	SEC Filing Fees
	 	 	(52,500.00	)	 	 	(17,500.00	)	 	 	(70,000.00	)
	 	72500	 	 	Maintenance & Repairs
	 	 	(13,105.54	)	 	 	.00	 	 	 	(13,105.54	)
	 	73000	 	 	Computer Supplies
	 	 	(54,851.10	)	 	 	(19,855.75	)	 	 	(74,706.85	)
	 	74000	 	 	Office Supplies
	 	 	(10,447.04	)	 	 	(7,594.54	)	 	 	(18,041.58	)
	 	74400	 	 	Printing & Stationery
	 	 	(2,953.22	)	 	 	.00	 	 	 	(2,953.22	)
	 	74500	 	 	Data Processing
	 	 	(3,057.84	)	 	 	(1,446.00	)	 	 	(4,503.84	)
	 	74600	 	 	Outside Office Cleaning
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	75000	 	 	Outside Consulting
	 	 	(245,749.34	)	 	 	(74,626.89	)	 	 	(320,376.23	)










Page 6









 








FiberNet Telecom Group, Inc.

Trial Balance

April 30, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Account	 	 	 	 	Beginning	 	 	Current Period	 	 	Current	 
	Number	 	 	Account Title	 	Balance	 	 	Activity	 	 	Balance	 
	 	75110	 	 	Stock Option Expense
	 	$	(385,689.04	)	 	$	(131,530.27	)	 	$	(517,219.31	)
	 	75200	 	 	Employment Placement Fe
	 	 	(1,100.00	)	 	 	.00	 	 	 	(1,100.00	)
	 	76000	 	 	Disability P/R Expense
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	76100	 	 	FICA/Medicare Tax
	 	 	(111,675.27	)	 	 	(53,521.97	)	 	 	(165,197.24	)
	 	76200	 	 	FUTA Tax Expense
	 	 	(4,143.98	)	 	 	.00	 	 	 	(4,143.98	)
	 	76300	 	 	SUI Tax Expense
	 	 	(55,221.10	)	 	 	(6,701.15	)	 	 	(61,922.25	)
	 	77000	 	 	Postage
	 	 	(1,289.77	)	 	 	(812.83	)	 	 	(2,102.60	)
	 	78000	 	 	Rent — Corporate
	 	 	(210,003.66	)	 	 	(69,768.79	)	 	 	(279,772.45	)
	 	78100	 	 	Rent — On-Net Buildings
	 	 	(40,824.85	)	 	 	(16,129.96	)	 	 	(56,954.81	)
	 	78200	 	 	Rent — Carrier Points
	 	 	(1,881,694.43	)	 	 	(620,853.80	)	 	 	(2,502,548.23	)
	 	78300	 	 	Rent — Corporate Apts.
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	79000	 	 	Operating Lease Expense
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	80000	 	 	Utilities — Gas / Elect
	 	 	(718,041.07	)	 	 	(223,961.99	)	 	 	(942,003.06	)
	 	80500	 	 	Utilities — Corporate
	 	 	(25,108.25	)	 	 	(7,132.08	)	 	 	(32,240.33	)
	 	81100	 	 	Telephone
	 	 	(18,933.98	)	 	 	(4,875.24	)	 	 	(23,809.22	)
	 	81150	 	 	Telephone — Network
	 	 	(4,335.98	)	 	 	(2,186.87	)	 	 	(6,522.85	)
	 	81200	 	 	Telephone — Job Sites
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	81300	 	 	Telephone — Lodging
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	81400	 	 	Internet Services
	 	 	(9,655.24	)	 	 	(2,489.66	)	 	 	(12,144.90	)
	 	81500	 	 	Cellular Phones & Beepe
	 	 	(28,262.78	)	 	 	(9,168.62	)	 	 	(37,431.40	)
	 	81600	 	 	Telephone — Corporate A
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	82000	 	 	Training & Education
	 	 	(1,199.00	)	 	 	(164.00	)	 	 	(1,363.00	)
	 	82400	 	 	Taxis & Fares
	 	 	(11,376.66	)	 	 	(4,056.95	)	 	 	(15,433.61	)
	 	82500	 	 	Travel & Airfare
	 	 	(19,391.62	)	 	 	(2,189.99	)	 	 	(21,581.61	)
	 	82900	 	 	Lodging & Hotels
	 	 	(15,793.55	)	 	 	(3,398.17	)	 	 	(19,191.72	)
	 	83000	 	 	Meals & Entertainment
	 	 	(23,664.77	)	 	 	(5,194.54	)	 	 	(28,859.31	)
	 	83500	 	 	Union Benefits
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	84000	 	 	Employee Benefits
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	86000	 	 	Messenger Expense
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	87000	 	 	Relocation Expense
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	87500	 	 	Real Estate Commissions
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	88000	 	 	Storage Expense
	 	 	(3,459.14	)	 	 	(1,162.88	)	 	 	(4,622.02	)
	 	88100	 	 	Refuse Removal
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	89000	 	 	Office Expense — Sundry
	 	 	(11,330.91	)	 	 	(1,055.00	)	 	 	(12,385.91	)
	 	89500	 	 	Other Network Costs
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	90000	 	 	Extraordinary Item — Ea
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	90001	 	 	Impairment of PP&E
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	99999	 	 	Suspense
	 	 	.00	 	 	 	.00	 	 	 	.00	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	Total
	 	$	(229,108.38	)	 	$	4,006.74	 	 	$	(225,101.64	)
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	GRAND TOTAL
	 	$	.00	 	 	$	.00	 	 	$	.00	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 







Page 7











 





Section 6.19 Acknowledgment




Section 6.19(a)





With respect of the Halsey Street Lease, the Company shall notify the Landlord, pursuant to
Section 6(1) of the Lease, of Parent’s acquisition of all of the capital stock of the
Company by way of the merger of Purchaser with and into the Company.



Section 6.19(b)





In the event that the Landlord disputes that the notice set forth on Section 6.19(a) of the
Company Disclosure Letter fulfills the Company’s obligations under the Lease with respect to
Parent’s acquisition of a majority of the capital stock of the Company by way of the merger
of Purchaser with and into the Company, each of the Company, Parent and Purchaser shall
cooperate to resolve such dispute with the Landlord.




As used herein, the “Halsey Street Lease”, or the “Lease”, shall mean the Lease Agreement,
dated as of August 29, 1998, by and between Market Halsey Urban Renewal, LLC, as Landlord
(“Landlord”) and gateway.realty.newjersey.llc (“Gateway”), as amended by the following
agreements: (i) that certain Lease Modification Agreement, dated October 25, 1999, between
Landlord and Gateway; (ii) that certain letter agreement, dated July 1, 2000, between
Landlord and Gateway; (iii) that certain Third Lease Modification Agreement, dated February
22, 2001, between Landlord and Gateway, (iv) that certain letter agreement, dated January
13, 2003 (as amended by an Addendum dated January 21, 2003), between Landlord and Gateway,
(v) that certain Assignment Agreement, dated as of January 30, 2004, between the Company,
Local Fiber, LLC, and Gateway; (vi) that certain Fourth Lease Modification Agreement, dated
May 25, 2007, between Landlord and the Company; and (vii) that certain Fifth Lease
Modification Agreement, dated as of May 27, 2009, by and between Landlord and the Company.
Capitalized terms used in this Section 6.19(a) and Section 6.19(b) to the Company Disclosure
Letter which are defined in the Halsey Street Lease shall have meanings set forth in such
Lease.



END OF COMPANY DISCLOSURE LETTER




- 66 -









 





Introduction




     Reference is made to the Agreement and Plan of Merger (hereinafter referred to as this
“Agreement”) as entered into as of May 28, 2009, by and among Zayo Group, LLC (“Parent”), a
Delaware limited liability company, Zayo Merger Sub, Inc. (“Purchaser”), a Delaware corporation and
direct wholly-owned subsidiary of Parent, and FiberNet Telecom Group, Inc., a Delaware corporation
(the “Company”).



     To the extent that any representation or warranty contained in the Agreement is limited or
qualified by the materiality of the matters to which the representations or warranty is given, the
inclusion of any matter in this Acquiror Disclosure Letter does not constitute a determination that
such matters are material. Nothing in this Acquiror Disclosure Letter constitutes an admission of
any liability or obligation of Parent to any third party, nor an admission against Parent’s
interests.



     The representations and warranties of Parent set forth in Article V of the Agreement shall be
modified by the exceptions, limitations, clarifications, and other matters set forth in this
Acquiror Disclosure Letter. Such representations and warranties, in each case so modified, are a
complete list of all representations and warranties made by Parent in connection with the
Agreement. Further, items disclosed in any section or subsection of this Acquiror Disclosure Letter
are deemed to be disclosed in all other sections and subsections of this Acquiror Disclosure Letter
and shall qualify the representation and warranty to which such disclosures specifically relate as
well as all other representations and warranties in the Agreement to the extent the context of such
disclosures make it reasonably apparent, if read in the context of such other representations and
warranties, that such disclosures are applicable to such other representation and warranties.








 









 











Section 1.1 Definition of “Knowledge”





	1.	 	Daniel P. Caruso
	 
	2.	 	Ken desGarennes
	 
	3.	 	Scott E. Beer





 









 





Section 2.6 Directors and Officers of Surviving Corporation



Officers of Surviving Corporation:





	1.	 	John L. Scarano, President and Assistant Secretary
	 
	2.	 	Scott E. Beer, Vice President, General Counsel and Secretary
	 
	3.	 	Ken desGarennes, Vice President and Chief Financial Officer





 









 





Section 5.4 Governmental Authorizations





	1.	 	Federal Communications Commission — approval for transfer of control of Local Fiber, as
a licensee, to Zayo.
	 
	2.	 	California Public Utilities Commission — approval for the transfer of control of Local Fiber
as a holder of a CPCN to Zayo.
	 
	3.	 	New Jersey Board of Public Utilities — approval for the transfer of control of Local Fiber as
a holder of a CPCN to Zayo.
	 
	4.	 	New York Public Service Commission — approval for the transfer of control of Local Fiber
as a holder of a CPCN to Zayo.




 









 











Section 5.6 Financing



Section 5.6(b)




     See attached.




 












 










	CII Schedule D to Operating Agreement






 









 











	CII Schedule D to Operating Agreement