Unassociated Document


    EXHIBIT
10.1

    


    Execution
Version

    
      
        
          	
                   

                


        

      

    

     

    REVOLVING
CREDIT AGREEMENT

    


    dated
as of January 28, 2011

    


    among

    


    ABOVENET,
INC.

    ABOVENET
COMMUNICATIONS, INC.

    ABOVENET
OF UTAH, L.L.C.

    ABOVENET
OF VA, L.L.C.

    and

    ABOVENET
INTERNATIONAL, INC.

    as
Borrowers

    


    THE
LENDERS FROM TIME TO TIME PARTY HERETO

    


    and

    


    SUNTRUST
BANK

    as
Administrative Agent

    


    and

    


    JPMORGAN
CHASE BANK, N.A.,

    ROYAL
BANK OF CANADA

    WELLS
FARGO BANK, NATIONAL ASSOCIATION

    and

    CITIBANK,
N.A.,

    as
Co-Syndication Agents


    
      
        
          	
                   

                


        

      

    

     

    SUNTRUST
ROBINSON HUMPHREY, INC.,

    as Sole
Lead Arranger and Sole Book Manager


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 
      	 
      	 
      	
                                    Page

                                  
	 	 	 	 
	
                                    ARTICLE
      I      DEFINITIONS;
    CONSTRUCTION

                                  	 
      	
                                    1

                                  
	
                                    Section
      1.1.

                                  	
                                    Definitions.

                                  	 
      	
                                    1

                                  
	
                                    Section
      1.2.

                                  	
                                    Classifications
      of Loans and Borrowings.

                                  	 
      	
                                    27

                                  
	
                                    Section
      1.3.

                                  	
                                    Accounting
      Terms and Determination.

                                  	 
      	
                                    27

                                  
	
                                    Section
      1.4.

                                  	
                                    Terms
      Generally.

                                  	 
      	
                                    28

                                  
	 
      	 
      	 
      	 
      
	
                                    ARTICLE
      II      AMOUNT AND TERMS OF THE
      COMMITMENTS

                                  	 
      	
                                    28

                                  
	
                                    Section
      2.1.

                                  	
                                    General
      Description of Credit Facility.

                                  	 
      	
                                    28

                                  
	
                                    Section
      2.2.

                                  	
                                    Revolving
      Loans.

                                  	 
      	
                                    28

                                  
	
                                    Section
      2.3.

                                  	
                                    Procedure
      for Revolving Borrowings.

                                  	 
      	
                                    29

                                  
	
                                    Section
      2.4.

                                  	
                                    Swingline
      Commitment.

                                  	 
      	
                                    29

                                  
	
                                    Section
      2.5.

                                  	
                                    Funding
      of Borrowings.

                                  	 
      	
                                    30

                                  
	
                                    Section
      2.6.

                                  	
                                    Interest
      Elections.

                                  	 
      	
                                    31

                                  
	
                                    Section
      2.7.

                                  	
                                    Optional
      Reduction and Termination of Commitments.

                                  	 
      	
                                    32

                                  
	
                                    Section
      2.8.

                                  	
                                    Repayment
      of Loans.

                                  	 
      	
                                    33

                                  
	
                                    Section
      2.9.

                                  	
                                    Evidence
      of Indebtedness.

                                  	 
      	
                                    33

                                  
	
                                    Section
      2.10.

                                  	
                                    Optional
      Prepayments.

                                  	 
      	
                                    34

                                  
	
                                    Section
      2.11.

                                  	
                                    Mandatory
      Prepayments.

                                  	 
      	
                                    34

                                  
	
                                    Section
      2.12.

                                  	
                                    Interest
      on Loans.

                                  	 
      	
                                    35

                                  
	
                                    Section
      2.13.

                                  	
                                    Fees.

                                  	 
      	
                                    36

                                  
	
                                    Section
      2.14.

                                  	
                                    Computation
      of Interest and Fees.

                                  	 
      	
                                    37

                                  
	
                                    Section
      2.15.

                                  	
                                    Inability
      to Determine Interest Rates.

                                  	 
      	
                                    37

                                  
	
                                    Section
      2.16.

                                  	
                                    Illegality.

                                  	 
      	
                                    38

                                  
	
                                    Section
      2.17.

                                  	
                                    Increased
      Costs.

                                  	 
      	
                                    38

                                  
	
                                    Section
      2.18.

                                  	
                                    Funding
      Indemnity.

                                  	 
      	
                                    40

                                  
	
                                    Section
      2.19.

                                  	
                                    Taxes.

                                  	 
      	
                                    40

                                  
	
                                    Section
      2.20.

                                  	
                                    Payments
      Generally; Pro Rata Treatment; Sharing of Set-offs.

                                  	 
      	
                                    42

                                  
	
                                    Section
      2.21.

                                  	
                                    Letters
      of Credit.

                                  	 
      	
                                    43

                                  
	
                                    Section
      2.22.

                                  	
                                    Handling
      of Proceeds of Collateral; Cash Dominion.

                                  	 
      	
                                    48

                                  
	
                                    Section
      2.23.

                                  	
                                    Defaulting
      Lenders.

                                  	 
      	
                                    49

                                  
	
                                    Section
      2.24.

                                  	
                                    Increase
      of Commitments; Term Loans; Additional Lenders.

                                  	 
      	
                                    51

                                  
	
                                    Section
      2.25.

                                  	
                                    Mitigation
      of Obligations.

                                  	 
      	
                                    53

                                  
	
                                    Section
      2.26.

                                  	
                                    Replacement
      of Lenders.

                                  	 
      	
                                    54

                                  
	
                                    Section
      2.27.

                                  	
                                    Borrowers’
      Representative.

                                  	 
      	
                                    54

                                  
	 
      	 
      	 
      	 
      
	
                                    ARTICLE
      III      CONDITIONS PRECEDENT TO LOANS AND
      LETTERS OF CREDIT

                                  	 
      	
                                    55

                                  
	
                                    Section
      3.1.

                                  	
                                    Conditions
      To Effectiveness.

                                  	 
      	
                                    55

                                  
	
                                    Section
      3.2.

                                  	
                                    Each
      Credit Event.

                                  	 
      	
                                    58

                                  
	
                                    Section
      3.3.

                                  	
                                    Delivery
      of Documents.

                                  	 
      	
                                    59

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        i

        
          

        

      

      
         


      

    

     

    
      
        
          	
                  ARTICLE
      IV      REPRESENTATIONS AND
      WARRANTIES

                	 
      	
                  60

                
	
                  Section
      4.1.

                	
                  Existence;
      Power.

                	 
      	
                  60

                
	
                  Section
      4.2.

                	
                  Organizational
      Power; Authorization.

                	 
      	
                  60

                
	
                  Section
      4.3.

                	
                  Governmental
      Approvals; No Conflicts.

                	 
      	
                  60

                


        

      

    

    
      
        	
                Section
      4.4.

              	
                Financial
      Statements.

              	 
      	
                60

              
	
                Section
      4.5.

              	
                Litigation
      and Environmental Matters.

              	 
      	
                61

              
	
                Section
      4.6.

              	
                Compliance
      with Laws and Agreements.

              	 
      	
                61

              
	
                Section
      4.7.

              	
                Investment
      Company Act, Etc.

              	 
      	
                61

              
	
                Section
      4.8.

              	
                Taxes.

              	 
      	
                61

              
	
                Section
      4.9.

              	
                Margin
      Regulations.

              	 
      	
                62

              
	
                Section
      4.10.

              	
                ERISA.

              	 
      	
                62

              
	
                Section
      4.11.

              	
                Ownership
      of Property.

              	 
      	
                63

              
	
                Section
      4.12.

              	
                Disclosure.

              	 
      	
                64

              
	
                Section
      4.13.

              	
                Labor
      Relations.

              	 
      	
                64

              
	
                Section
      4.14.

              	
                Subsidiaries.

              	 
      	
                64

              
	
                Section
      4.15.

              	
                Solvency.

              	 
      	
                64

              
	
                Section
      4.16.

              	
                OFAC.

              	 
      	
                64

              
	
                Section
      4.17.

              	
                Patriot
      Act.

              	 
      	
                65

              
	
                Section
      4.18.

              	
                Security
      Documents.

              	 
      	
                65

              
	
                Section
      4.19.

              	
                Licensing.

              	 
      	
                66

              
	
                Section
      4.20.

              	
                Material
      Contracts.

              	 
      	
                67

              
	
                Section
      4.21.

              	
                Deposit
      Accounts.

              	 
      	
                67

              
	 
      	 
      	 
      	 
      
	
                ARTICLE
      V      AFFIRMATIVE COVENANTS

              	
                67

              
	
                Section
      5.1.

              	
                Financial
      Statements and Other Information.

              	 
      	
                67

              
	
                Section
      5.2.

              	
                Notices
      of Material Events.

              	 
      	
                69

              
	
                Section
      5.3.

              	
                Existence;
      Conduct of Business.

              	 
      	
                70

              
	
                Section
      5.4.

              	
                Compliance
      with Laws, Etc.

              	 
      	
                70

              
	
                Section
      5.5.

              	
                Payment
      of Obligations.

              	 
      	
                71

              
	
                Section
      5.6.

              	
                Books
      and Records.

              	 
      	
                71

              
	
                Section
      5.7.

              	
                Visitation,
      Inspection, Etc.

              	 
      	
                71

              
	
                Section
      5.8.

              	
                Maintenance
      of Properties; Insurance.

              	 
      	
                71

              
	
                Section
      5.9.

              	
                Use
      of Proceeds and Letters of Credit.

              	 
      	
                72

              
	
                Section
      5.10.

              	
                Additional
      Subsidiaries.

              	 
      	
                72

              
	
                Section
      5.11.

              	
                Post
      Closing Obligations.

              	 
      	
                73

              
	
                Section
      5.12.

              	
                Further
      Assurances.

              	 
      	
                73

              
	 
      	 
      	 
      	 
      
	
                ARTICLE
      VI      FINANCIAL COVENANTS

              	
                74

              
	
                Section
      6.1.

              	
                Leverage
      Ratio.

              	 
      	
                74

              
	
                Section
      6.2.

              	
                Interest
      Coverage Ratio.

              	 
      	
                74

              
	 
      	 
      	 
      	 
      
	
                ARTICLE
      VII      NEGATIVE COVENANTS

              	
                74

              
	
                Section
      7.1.

              	
                Indebtedness
      and Preferred Equity.

              	 
      	
                74

              
	
                Section
      7.2.

              	
                Negative
      Pledge.

              	 
      	
                75

              
	
                Section
      7.3.

              	
                Fundamental
      Changes; Line of Business.

              	 
      	
                76

              
	
                Section
      7.4.

              	
                Investments,
      Loans, Etc.

              	 
      	
                77

              
	
                Section
      7.5.

              	
                Restricted
      Payments.

              	 
      	
                79

              
	
                Section
      7.6.

              	
                Sales
      and Dispositions.

              	 
      	
                79

              
	
                Section
      7.7.

              	
                Transactions
      with Affiliates.

              	 
      	
                80

              


      

    

     

    
      
         


      

      
        ii

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              	
                      Section
      7.8.

                    	
                      Restrictive
      Agreements.

                    	 
      	
                      80

                    
	
                      Section
      7.9.

                    	
                      Sale
      and Leaseback Transactions.

                    	 
      	
                      81

                    
	
                      Section
      7.10.

                    	
                      Hedging
      Transactions.

                    	 
      	
                      81

                    
	
                      Section
      7.11.

                    	
                      Amendment
      to Material Documents.

                    	 
      	
                      81

                    
	
                      Section
      7.12.

                    	
                      Accounting
      Changes.

                    	 
      	
                      81

                    
	
                      Section
      7.13.

                    	
                      Government
      Regulation.

                    	 
      	
                      81

                    
	
                      Section
      7.14.

                    	
                      ERISA.

                    	 
      	
                      82

                    
	
                      Section
      7.15.

                    	
                      Deposit
      Account Control Agreements; Bank Accounts.

                    	 
      	
                      82

                    
	 
      	 
      	 
      	 
      
	ARTICLE
      VIII     EVENTS
      OF DEFAULT	 
      	
                      82

                    
	
                      Section
      8.1.

                    	
                      Events
      of Default.

                    	 
      	
                      82

                    
	
                      Section
      8.2.

                    	
                      Application
      of Proceeds from Collateral.

                    	 
      	
                      85

                    
	 
      	 
      	 
      	 
      
	ARTICLE
      IX     THE
      ADMINISTRATIVE AGENT	 
      	
                      87

                    
	
                      Section
      9.1.

                    	
                      Appointment
      of Administrative Agent.

                    	 
      	
                      87

                    
	
                      Section
      9.2.

                    	
                      Nature
      of Duties of Administrative Agent.

                    	 
      	
                      87

                    
	
                      Section
      9.3.

                    	
                      Lack
      of Reliance on the Administrative Agent.

                    	 
      	
                      88

                    
	
                      Section
      9.4.

                    	
                      Certain
      Rights of the Administrative Agent.

                    	 
      	
                      88

                    
	
                      Section
      9.5.

                    	
                      Reliance
      by Administrative Agent.

                    	 
      	
                      88

                    
	
                      Section
      9.6.

                    	
                      The
      Administrative Agent in its Individual Capacity.

                    	 
      	
                      89

                    
	
                      Section
      9.7.

                    	
                      Successor
      Administrative Agent.

                    	 
      	
                      89

                    
	
                      Section
      9.8.

                    	
                      Authorization
      to Execute other Loan Documents; Collateral.

                    	 
      	
                      90

                    
	
                      Section
      9.9.

                    	
                      No
      Other Duties, etc.

                    	 
      	
                      91

                    
	
                      Section
      9.10.

                    	
                      Withholding
      Tax.

                    	 
      	
                      91

                    
	
                      Section
      9.11.

                    	
                      Administrative
      Agent May File Proofs of Claim.

                    	 
      	
                      91

                    
	 
      	 
      	 
      	 
      
	ARTICLE
      X      MISCELLANEOUS	 
      	
                      92

                    
	
                      Section
      10.1.

                    	
                      Notices.

                    	 
      	
                      92

                    
	
                      Section
      10.2.

                    	
                      Waiver;
      Amendments.

                    	 
      	
                      95

                    
	
                      Section
      10.3.

                    	
                      Expenses;
      Indemnification.

                    	 
      	
                      96

                    
	
                      Section
      10.4.

                    	
                      Successors
      and Assigns.

                    	 
      	
                      98

                    
	
                      Section
      10.5.

                    	
                      Governing
      Law; Jurisdiction; Consent to Service of Process.

                    	 
      	
                      102

                    
	
                      Section
      10.6.

                    	
                      WAIVER
      OF JURY TRIAL.

                    	 
      	
                      103

                    
	
                      Section
      10.7.

                    	
                      Right
      of Setoff.

                    	 
      	
                      103

                    
	
                      Section
      10.8.

                    	
                      Counterparts;
      Integration.

                    	 
      	
                      103

                    
	
                      Section
      10.9.

                    	
                      Survival.

                    	 
      	
                      104

                    
	
                      Section
      10.10.

                    	
                      Severability.

                    	 
      	
                      104

                    
	
                      Section
      10.11.

                    	
                      Confidentiality.

                    	 
      	
                      104

                    
	
                      Section
      10.12.

                    	
                      Interest
      Rate Limitation.

                    	 
      	
                      105

                    
	
                      Section
      10.13.

                    	
                      Joint
      and Several Obligations.

                    	 
      	
                      105

                    
	
                      Section
      10.14.

                    	
                      Waiver
      of Effect of Corporate Seal.

                    	 
      	
                      106

                    
	
                      Section
      10.15.

                    	
                      Patriot
      Act.

                    	 
      	
                      106

                    
	
                      Section
      10.16.

                    	
                      Independence
      of Covenants.

                    	 
      	
                      107

                    
	
                      Section
      10.17.

                    	
                      No
      Advisory or Fiduciary Relationship.

                    	 
      	
                      107

                    


            

          

        

      

    

     

    
      
         


      

      
        iii

        
          

        

      

      
         


      

    


    Schedules

    


    
      	
              Schedule
      I

            	
              -

            	
              Applicable
      Margin and Applicable Percentage

            
	
              Schedule
      II

            	
              -

            	
              Revolving
      Commitment Amounts

            
	
              Schedule
      4.3

            	
              -

            	
              Required
      Consents

            
	
              Schedule
      4.5

            	
              -

            	
              Environmental
      Matters

            
	
              Schedule
      4.11

            	
              -

            	
              Intellectual
      Property

            
	
              Schedule
      4.14

            	
              -

            	
              Subsidiaries

            
	
              Schedule
      4.18

            	
              -

            	
              Locations
      of Leased Real Property and Personal Property

            
	
              Schedule
      4.19

            	
              -

            	
              Government
      Approvals

            
	
              Schedule
      4.20

            	
              -

            	
              Material
      Contracts

            
	
              Schedule
      4.21

            	
              -

            	
              Deposit
      Accounts

            
	
              Schedule
      7.1

            	
              -

            	
              Outstanding
      Indebtedness

            
	
              Schedule
      7.2

            	
              -

            	
              Existing
      Liens

            
	
              Schedule
      7.4

            	
              -

            	
              Existing
      Investments

            


    

    


    Exhibits

    


    
      	
              Exhibit
      A

            	
              -

            	
              Form
      of Assignment and Acceptance

            
	
              Exhibit
      B

            	
              -

            	
              Form
      of Guaranty and Security Agreement

            
	
              Exhibit
      C

            	
              -

            	
              Form
      of Revolving Credit Note

            
	
              Exhibit
      D

            	
              -

            	
              Form
      of Swingline Note

            
	 
      	 
      	 
      
	
              Exhibit
      2.3

            	
              -

            	
              Form
      of Notice of Revolving Borrowing

            
	
              Exhibit
      2.4

            	
              -

            	
              Form
      of Notice of Swingline Borrowing

            
	
              Exhibit
      2.6

            	
              -

            	
              Form
      of Notice of Continuation/Conversion

            
	
              Exhibit
      3.1(b)(viii)

            	
              -

            	
              Form
      of Secretary’s Certificate

            
	
              Exhibit
      3.1(b)(xi)

            	
              -

            	
              Form
      of Officer’s Certificate

            
	
              Exhibit
      5.1(c)

            	
              -

            	
              Form
      of Compliance Certificate

            


    

     

    
      
         


      

      
        iv

        
          

        

      

      
         


      

    


    REVOLVING CREDIT
AGREEMENT

    


    THIS REVOLVING CREDIT AGREEMENT
(this “Agreement”) is made and entered into
as of January 28, 2011, by and among AboveNet, Inc., a Delaware corporation
(“AboveNet”),
AboveNet Communications, Inc., a Delaware corporation (“ACI”), AboveNet of
Utah, L.L.C., a Delaware limited liability company (“AboveNet Utah”), AboveNet of
VA, L.L.C., a Virginia limited liability company (“AboveNet Virginia”), AboveNet
International, Inc., a Delaware corporation (“International”;
International, AboveNet Virginia, AboveNet Utah, ACI and AboveNet are
collectively referred to herein as the “Borrowers”, and each
individually, as a “Borrower”), the
several banks and other financial institutions and lenders from time to time
party hereto (the “Lenders”), and
SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the
“Administrative
Agent”), as issuing bank (the “Issuing Bank”) and as
swingline lender (the “Swingline
Lender”).

     

    WITNESSETH:

    


    WHEREAS, the Borrowers have
requested that the Lenders establish a $250,000,000 revolving credit facility
(including a letter of credit subfacility and the swingline subfacility) in
favor of the Borrowers;

     

    WHEREAS, subject to the terms
and conditions of this Agreement, the Lenders, the Issuing Bank and the
Swingline Lender to the extent of their respective Commitments as defined
herein, are willing severally to establish the requested revolving credit
facility, letter of credit subfacility and the swingline subfacility in favor of
the Borrowers.

     

    NOW, THEREFORE, in
consideration of the premises and the mutual covenants herein contained, the
Borrowers, the Lenders, the Administrative Agent, the Issuing Bank and the
Swingline Lender agree as follows:

     

    ARTICLE
I


     

    DEFINITIONS;
CONSTRUCTION

     

    Section
1.1.      Definitions. 
In
addition to the other terms defined herein, the following terms used herein
shall have the meanings herein specified (to be equally applicable to both the
singular and plural forms of the terms defined):

     

    “AboveNet” shall have
the meaning given to such term in the introductory paragraph
hereof.

     

    “Accounts” means all
of the Borrowers’ present and future: (a) accounts (as defined in the UCC); (b)
instruments, documents, chattel paper (including electronic chattel paper) (all
as defined in the UCC); (c) reserves and credit balances arising in connection
with or pursuant to this Agreement; (d) guaranties in favor of any Loan Party,
(e) other supporting obligations, payment intangibles and letter of credit
rights (all as defined in the UCC); (f) property, including notes and deposits,
of the Borrowers’ account debtors securing the obligations owed by such account
debtors to the Borrowers; and (g) all proceeds of any of the
foregoing.

     

    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    “Additional Revolving
Commitment” means an additional Revolving Commitment made pursuant to
Section 2.24
and designated as an “Additional Revolving Commitment” pursuant to the
applicable Additional Revolving Commitment Amendment.

     

    “Additional Revolving
Commitment Amendment” has the meaning assigned to such term in Section
2.24(c).

     

    “Adjusted LIBO Rate”
shall mean, with respect to each Interest Period for a Eurodollar Borrowing, the
rate per annum obtained by dividing (i) LIBOR for such Interest Period by
(ii) a percentage equal to 1.00 minus the Eurodollar Reserve
Percentage.

     

    “Administrative Agent”
shall have the meaning assigned to such term in the opening paragraph
hereof.

     

    “Administrative
Questionnaire” shall mean, with respect to each Lender, an administrative
questionnaire in the form prepared by the Administrative Agent and submitted to
the Administrative Agent duly completed by such Lender.

     

    “Affiliate” shall
mean, with respect to a specified Person, another Person that directly, or
indirectly through one or more intermediaries, Controls or is Controlled by or
is under common Control with the Person specified.

     

    “Aggregate Revolving
Commitment Amount” shall mean the aggregate principal amount of the
Aggregate Revolving Commitments from time to time.  On the Closing
Date, the Aggregate Revolving Commitment Amount equals
$250,000,000.

     

    “Aggregate Revolving
Commitments” shall mean, collectively, all Revolving Commitments of all
Lenders at any time outstanding.

     

    “Aggregate Subsidiary
Threshold” shall mean an amount equal to ninety-five percent (95%) of the
total consolidated revenue and ninety-five (95%) of the total consolidated
assets, in each case of AboveNet and its Domestic Subsidiaries for the most
recent Fiscal Quarter as shown on the financial statements most recently
delivered or required to be delivered pursuant to Section 5.1(a) or (b), as the
case may be.

     

    “Applicable Lending
Office” shall mean, for each Lender and for each Type of Loan, the
lending office of such Lender (or an Affiliate of such Lender) designated for
such Type of Loan in the Administrative Questionnaire submitted by such Lender
or such other office of such Lender (or an Affiliate of such Lender) as such
Lender may from time to time specify to the Administrative Agent and the
Borrowers as the office by which its Loans of such Type are to be made and
maintained.

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    “Applicable Margin”
shall mean, as of any date, a percentage per annum determined by reference to
the applicable Leverage Ratio in effect on such date as set forth on Schedule I; provided, that a
change in the Applicable Margin resulting from a change in the Leverage Ratio
shall be effective on the second Business Day after the date on which the
Borrowers deliver the financial statements required by Section 5.1(a) or (b)
and the Compliance Certificate required by Section 5.1(c); provided further,
that if at any time the Borrowers shall have failed to deliver such financial
statements and such Compliance Certificate when so required, the Applicable
Margin shall be at Level IV as set forth on Schedule I until such
time as such financial statements and Compliance Certificate are delivered, at
which time the Applicable Margin shall be determined as provided
above.  Notwithstanding the foregoing, the Applicable Margin from the
Closing Date until the financial statements and Compliance Certificate for the
Fiscal Quarter ending March 31, 2011 are required to be delivered shall be at
Level I as set forth on Schedule
I.

     

    “Applicable
Percentage” shall mean, as of any date, with respect to the commitment
fee as of such date, the percentage per annum determined by reference to the
applicable Leverage Ratio in effect on such date as set forth on Schedule I; provided, that a
change in the Applicable Percentage resulting from a change in the Leverage
Ratio shall be effective on the second Business Day after the date on which the
Borrowers deliver the financial statements required by Section 5.1(a) or (b)
and the Compliance Certificate required by Section 5.1(c); provided further, that if at
any time the Borrowers shall have failed to deliver such financial statements
and such Compliance Certificate when so required, the Applicable Percentage
shall be at Level IV as set forth on Schedule I until such
time as such financial statements and Compliance Certificate are delivered, at
which time the Applicable Percentage shall be determined as provided
above.  Notwithstanding the foregoing, the Applicable Percentage for
the commitment fee from the Closing Date until the financial statements and
Compliance Certificate for the Fiscal Quarter ending March 31, 2011 are required
to be delivered shall be at Level I as set forth on Schedule
I.

     

    “Approved Fund” shall
mean any Person (other than a natural Person) that is (or will be) engaged in
making, purchasing, holding or otherwise investing in commercial loans and
similar extensions of credit in the ordinary course of its business and that is
administered or managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii)
an entity or an Affiliate of an entity that administers or manages a
Lender.

     

    “Arranger” shall mean
SunTrust Robinson Humphrey, Inc.

     

    “Assignment and
Acceptance” shall mean an assignment and acceptance entered into by a
Lender and an assignee (with the consent of any party whose consent is required
by Section
10.4(b)) and accepted by the Administrative Agent, in the form of Exhibit A attached
hereto or any other form approved by the Administrative Agent.

     

    “Availability
Period” shall
mean the period from the Closing Date to the Revolving Commitment Termination
Date.

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    “Base Rate” shall mean
the highest of (i) the per annum rate which the Administrative Agent
publicly announces from time to time as its prime lending rate, as in effect
from time to time, (ii) the Federal Funds Rate, as in effect from time to
time, plus one-half of
one percent (0.50%) per annum and (iii) the Adjusted LIBO Rate determined on a
daily basis for an Interest Period of one (1) month, plus one percent (1.00%) per
annum.  The Administrative Agent’s prime lending rate is a reference
rate and does not necessarily represent the lowest or best rate actually charged
to any customer.  The Administrative Agent may make commercial loans
or other loans at rates of interest at, above or below the Administrative
Agent’s prime lending rate.  Each change in the any of the rates
described above in this definition shall be effective from and including the
date such change is announced as being effective.

     

    “Blocked Account”
means (i) each of following accounts held at Wells Fargo Bank, N.A. in the name
of ACI: account numbers 2000029949878, 2000029949917 and 2079951060199 and (iii)
the following account held at Wells Fargo Bank, N.A. in the name of AboveNet:
account number 2000029949865.

     

    “Borrowers” shall have
the meaning in the introductory paragraph hereof.

     

    “Borrowing” shall mean
a borrowing consisting of (i) Loans of the same Class and Type, made, converted
or continued on the same date and in the case of Eurodollar Loans, as to which a
single Interest Period is in effect, or (ii) a Swingline Loan.

     

    “Business Day” shall
mean (i) any day other than a Saturday, Sunday or other day on which commercial
banks in Atlanta, Georgia and New York, New York are authorized or required by
law to close and (ii) if such day relates to a Borrowing of, a payment or
prepayment of principal or interest on, a conversion of or into, or an Interest
Period for, a Eurodollar Loan or a notice with respect to any of the foregoing,
any day on which banks are open for dealings in dollar deposits in the London
interbank market.

     

    “Capital Lease
Obligations” of any Person shall mean all obligations of such Person to
pay rent or other amounts under any lease (or other arrangement conveying the
right to use) of real or personal property, or a combination thereof, which
obligations are required to be classified and accounted for as capital leases on
a balance sheet of such Person under GAAP, and the amount of such obligations
shall be the capitalized amount thereof determined in accordance with
GAAP.

     

    “Capital Stock” shall
mean all shares, options, warrants, general or limited partnership interests,
membership interests or other equivalents (regardless of how designated) of or
in a corporation, partnership, limited liability company or equivalent entity
whether voting or nonvoting, including common stock, preferred stock or any
other “equity security” (as such term is defined in Rule 3a11-1 of the General
Rules and Regulations promulgated by the Securities and Exchange Commission
under the Exchange Act).

     

     “Cash Collateralize”
shall mean, in respect of any obligations, to provide and pledge (as a first
priority perfected security interest) cash collateral for such obligations in
Dollars (in amounts, unless otherwise specified herein, equal to 100% of such
obligations), with a depository institution, and pursuant to documentation in
form and substance, reasonably satisfactory to the Administrative Agent (and
“Cash
Collateralization” has a corresponding meaning).

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    “Cash Control Period”
means the period of time commencing upon the occurrence and continuation of an
Event of Default and ending on the earliest of (a) the date on which the
Required Lenders have waived such Event of Default in writing in accordance with
the terms hereof and agreed that the Cash Control Period has terminated, (b) the
date on which such Event of Default has been waived in accordance with Section 10.2 or (c)
the Revolving Commitment Termination Date and payment in full in cash of all
Obligations due and owing on such date.

     

    “Change in Control”
shall mean the occurrence of one or more of the following events: (i) AboveNet
shall cease to own, directly or indirectly, 100% of the outstanding Capital
Stock of the Borrowers (other than AboveNet) and all Material Subsidiaries that
are not Borrowers, (ii) any sale, lease, exchange or other transfer (in a single
transaction or a series of related transactions) of all or substantially all of
the assets of any Borrower to any Person or “group” (within the meaning of the
Exchange Act and the rules of the Securities and Exchange Commission thereunder
in effect on the date hereof) other than another Borrower, (iii) the acquisition
of ownership, directly or indirectly, beneficially or of record, by any Person
or “group” (within the meaning of the Exchange Act and the rules of the
Securities and Exchange Commission thereunder as in effect on the date hereof)
of 35% or more on a fully diluted basis of the voting and/or economic interest
in the Capital Stock of AboveNet, or (iv) occupation of a majority of the seats
(other than vacant seats) on the board of directors of AboveNet by Persons who
were neither (a) nominated by the current board of directors nor (b) appointed
by directors so nominated.

     

    “Change in Law” shall
mean (i) the adoption of any applicable law, rule or regulation after the date
of this Agreement, (ii) any change in any applicable law, rule or regulation, or
any change in the interpretation or application thereof, by any Governmental
Authority after the date of this Agreement, or (iii) compliance by any Lender
(or its Applicable Lending Office) or the Issuing Bank (or for purposes of Section 2.17(b), by
the parent corporation of such Lender or the Issuing Bank, if applicable) with
any request, guideline or directive (whether or not having the force of law) of
any Governmental Authority made or issued after the date of this Agreement;
provided, however, that
notwithstanding anything herein to the contrary, the Dodd-Frank Wall Street
Reform and Consumer Protection Act and all requests, rules, guidelines or
directives thereunder or issued in connection therewith shall be deemed to be a
“Change in Law”, regardless of the date enacted, adopted or issued.

     

    “Class”, when used in
reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
comprising such Borrowing, are Term Loans of any “Class” (as designated in the
applicable Term Loan Amendment) or Revolving Loans or Swingline Loans, and when
used in reference to any Commitment, refers to whether such Commitment is a
Revolving Commitment or a Swingline Commitment.

     

    “Closing Date” shall
mean the date on which the conditions precedent set forth in Section 3.1 and Section 3.2 have been
satisfied or waived in accordance with Section
10.2.

     

    “Code” shall mean the
Internal Revenue Code of 1986, as amended and in effect from time to
time.

     

    “Collateral” shall
mean all property and assets of the Loan Parties, now owned or hereafter
acquired, upon which a Lien is purported to be created by any Security
Document.

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    “Commitment” shall
mean a Revolving Commitment or a Swingline Commitment  or any
combination thereof (as the context shall permit or require).

     

    “Communications Act”
means, collectively, the Communications Act of 1934, as amended by the
Telecommunications Act of 1996, and as further amended, and the rules and
regulations promulgated thereunder, including, without limitation CFR Title 47
and the rules, regulations and decisions of the FCC, in each case as from time
to time in effect.

     

    “Compliance
Certificate” shall mean a certificate from the principal executive
officer or the principal financial officer of AboveNet in the form of, and
containing the certifications set forth in, the certificate attached hereto as
Exhibit
5.1(c).

     

    “Consolidated EBITDA”
shall mean, for AboveNet and its Subsidiaries on a consolidated basis for any
period, an amount equal to the sum of (i) Consolidated Net Income for such
period plus (ii) to the
extent deducted in determining Consolidated Net Income for such period and
without duplication, (A) Consolidated Interest Expense, (B) income tax expense
determined on a consolidated basis in accordance with GAAP, (C) depreciation and
amortization determined on a consolidated basis in accordance with GAAP, and
(D) all other non-cash charges reasonably acceptable to the Administrative
Agent, determined on a consolidated basis in accordance with GAAP, in each case
for such period; provided, however, that for purposes
of calculating Consolidated EBITDA of AboveNet and its Subsidiaries for any
period, (x) the Consolidated EBITDA of any Person acquired by, or merged into or
consolidated with, AboveNet and its Subsidiaries during such period shall be
included on a pro forma
basis for such period (assuming for purposes of such calculation that the
consummation of such acquisition, merger or consolidation in connection
therewith occurred on the first day of such period) and (y) the
Consolidated EBITDA of any Subsidiary whose (1) Capital Stock is sold,
transferred or otherwise disposed of to any Person during such period or (2)
assets (if all or substantially all) are sold, transferred, leased or otherwise
disposed of to any Person other during such period, in either case under this
clause (y), shall be excluded on a pro forma basis for such
period (assuming for purposes of such calculation that the consummation of such
sale, lease, transfer or other disposition occurred on the first day of such
period).

     

    “Consolidated Interest
Expense” shall mean, for AboveNet and its Subsidiaries for any period
determined on a consolidated basis in accordance with GAAP, the sum of (i) total
interest expense, including without limitation the interest component of any
payments in respect of Capital Lease Obligations capitalized or expensed during
such period (whether or not actually paid during such period) plus (ii) the net amount
payable (or minus the
net amount receivable) with respect to Hedging Transactions during such period
(whether or not actually paid or received during such period).

     

    “Consolidated Net
Income” shall mean, for AboveNet and its Subsidiaries for any period, the
net income (or loss) of AboveNet and its Subsidiaries for such period determined
on a consolidated basis in accordance with GAAP, but excluding therefrom (to the
extent otherwise included therein) (i) any extraordinary gains or losses,
(ii) any gains attributable to write-ups of assets, (iii) any unremitted
earnings of any Person that is not a Subsidiary resulting from any equity
interest of the Borrowers or any Subsidiary of the Borrowers in such Person,
(iv) the income of any Subsidiary to the extent that the declaration or payment
of dividends or similar distributions by such Subsidiary of that income is not
at the time permitted by operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule or governmental regulation
applicable to such Subsidiary and (v) any income (or loss) of any Person accrued
prior to the date it becomes a Subsidiary or is merged into or consolidated with
the Borrowers or any Subsidiary on the date that such Person’s assets are
acquired by the Borrowers or any Subsidiary.

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    “Consolidated Total
Debt” shall mean, as of any date, all Indebtedness of the Borrowers and
their Subsidiaries measured on a consolidated basis as of such date, but
excluding Indebtedness of the type described in subsection (xi) of the
definition thereof.

     

    “Contractual
Obligation” of any Person shall mean any provision of any security issued
by such Person or of any agreement, instrument or undertaking under which such
Person is obligated or by which it or any of the property in which it has an
interest is bound.

     

    “Control” shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the ability
to exercise voting power, by contract or otherwise.  “Controlling” and
“Controlled”
shall have meanings correlative thereto.

     

    “Dark Fiber” means
fiber optic cable through which no light is transmitted or installed fiber optic
cable not carrying a signal.

     

     “Default” shall mean
any condition or event that, with the giving of notice or the lapse of time or
both, would constitute an Event of Default.

     

    “Default Interest”
shall have the meaning set forth in Section
2.12(c).

     

     “Defaulting Lender”
shall mean, at any time, a Lender as to which the Administrative Agent has
determined in good faith that (i) such Lender has failed for three or more
Business Days to comply with its obligations under this Agreement to make a
Revolving Loan, make a payment to the Issuing Bank in respect of a Letter of
Credit (including failure to make a payment in respect of an LC Disbursement)
and/or make a payment to the Swingline Lender in respect of a Swingline Loan
(each a “funding
obligation”) unless such Lender has notified the Administrative Agent in
writing of its reasonable and good faith determination that one or more
conditions to its funding obligation (specifically identifying such condition or
conditions) has not been satisfied, (ii) such Lender has notified the
Administrative Agent, or has stated publicly, that it will not comply with any
such funding obligation hereunder or has defaulted on its funding obligations
under any other loan agreement, credit agreement or similar or other financing
agreement unless such Lender’s failure is based on such Lender’s reasonable and
good faith determination that the conditions precedent to funding such
obligation have not been satisfied and such Lender has notified the
Administrative Agent in writing of the same, (iii) such Lender has, for three or
more Business Days, failed to confirm in writing to the Administrative Agent, in
response to a written request of the Administrative Agent, that it will comply
with its funding obligations hereunder; provided that any
such Lender shall cease to be a Defaulting Lender under this clause (iii) upon
both the receipt of such confirmation by the Administrative Agent and compliance
with Section
2.23(b), or (iv) a Lender Insolvency Event has occurred and is continuing
with respect to such Lender.  The Administrative Agent will promptly
send to all parties hereto a copy of any notice provided for in this
definition.

     

    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    “Deposit Account Control
Agreement” means an agreement among a Borrower, a depository institution,
and the Administrative Agent, which agreement is in a form reasonably
satisfactory to the Administrative Agent and which provides the Administrative
Agent with “control” (as such term is used in Article 9 of the UCC) over the
deposit account(s) described therein, as the same may be amended, modified,
extended, restated, replaced, or supplemented from time to time, and contains
such other terms and conditions as the Administrative Agent may reasonably
require, including, that during a Cash Control Period such depository
institution shall, unless otherwise directed by the Administrative Agent, wire,
or otherwise transfer, in immediately available funds, on a daily basis to the
Payment Office or such account designated by the Administrative Agent, all funds
received or deposited into such deposit account.

     

     “Disposition” means
the sale, transfer, license, lease or other disposition (including any grant of
an IRU) of any property or asset by any Loan Party or any Domestic Subsidiary
(including the Capital Stock of any Domestic Subsidiary but excluding the
Capital Stock of AboveNet) and including any sale, assignment, transfer or other
disposal, with or without recourse, of any notes or accounts receivable or any
rights and claims associated therewith, but excluding (a) the sale, lease,
license, transfer or other disposition of inventory in the ordinary course of
business of the Loan Parties and their Domestic Subsidiaries, (b) the sale,
lease, license, transfer or other disposition of machinery and equipment no
longer used or useful in the conduct of business of the Loan Parties and their
Domestic Subsidiaries, and having a sales or transfer price not to exceed
$10,000,000 in any Fiscal Year, (c) any sale, lease, license, transfer or other
disposition of property or asset by any Loan Party to any other Loan Party, or
any Domestic Subsidiary to any Loan Party, (d) licenses or leases of IP Rights
or property, to the extent included in clause (vii) of the definition of
“Permitted Encumbrances”, (e) abandonment of IP Rights to the extent permitted
by the Guaranty and  Security Agreement, (f) dispositions of Permitted
Investments, (g) dispositions of past due accounts receivable for collection or
compromise in the ordinary course of business, and (h) dispositions of Dark
Fiber in the ordinary course of business, including IRUs, pursuant to agreements
for fiber, conduit or related network elements entered into on an arms-length
basis and consistent with past practices, provided, however, in the case
of (h) above, that the relevant Loan Party or Domestic Subsidiary, as
applicable, at all times retains title to such asset.

     

     “Dollar(s)” and the
sign “$” shall mean lawful money of the United States of America.

     

    “Domestic Subsidiary”
shall mean a direct or indirect Subsidiary of the Borrowers organized under the
laws of one of the fifty states or commonwealths of the United States or the
District of Columbia or any territory of the United States.

     

     “Employee Benefit
Plan” shall have that meaning as defined in Section 3(3) of ERISA and for
which the Borrowers or an ERISA Affiliate maintains, contributes to or has an
obligation to contribute to on behalf of participants who are or were employed
by the Borrowers or its ERISA Affiliates or on behalf of beneficiaries of such
participants.

     

    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    “Environmental Laws”
shall mean all laws, rules, regulations, codes, ordinances, orders, decrees,
judgments, injunctions, notices or binding agreements issued, promulgated or
entered into by or with any Governmental Authority, relating in any way to the
environment, preservation or reclamation of natural resources, the management,
Release or threatened Release of any Hazardous Material or to health and safety
matters.

     

    “Environmental
Liability” shall mean any liability, contingent or otherwise (including
any liability for damages, costs of environmental investigation and remediation,
costs of administrative oversight, fines, natural resource damages, penalties or
indemnities), of the Borrowers or any Subsidiary directly or indirectly
resulting from or based upon (i) any actual or alleged violation of any
Environmental Law, (ii) the generation, use, handling, transportation, storage,
treatment or disposal of any Hazardous Materials, (iii) any actual or alleged
exposure to any Hazardous Materials, (iv) the Release or threatened Release of
any Hazardous Materials or (v) any contract, agreement or other consensual
arrangement pursuant to which liability is assumed or imposed with respect to
any of the foregoing.

     

    “ERISA” shall mean the
Employee Retirement Income Security Act of 1974, as amended from time to time,
and any successor statute including any regulations promulgated
thereunder.

     

    “ERISA Affiliate”
shall mean any trade or business (whether or not incorporated), which, together
with the Borrowers, is treated as a single employer under Section 414(b) or (c)
of the Code or, solely for the purposes of Section 303 of ERISA and Section 430
of the Code, is treated as a single employer under Section 414 of the
Code.

     

    “ERISA Event” shall mean with respect
to the Borrowers or any ERISA Affiliate, (i) any “reportable event”, as defined
in Section 4043 of ERISA with respect to a Plan (other than an event for which
the 30-day notice period is waived); (ii) the failure to make required
contributions when due to a Multiemployer Plan or Pension Plan or the imposition
of a Lien in favor of a Pension Plan under Section 430(k) of the Code or Section
303(k) of ERISA; (iii) the filing pursuant to Section 412(c) of the Code or
Section 302(c) of ERISA of an application for a waiver of the minimum funding
standard with respect to any Plan; (iv) the imposition of any liability under
Title IV of ERISA, other  than for PBGC premiums due but not
delinquent under Section 4007 of ERISA, or the imposition of an Lien in favor of
the PBGC under Title IV of ERISA; (v) the receipt from the PBGC or a plan
administrator appointed by the PBGC of any notice relating to an intention to
terminate any Plan or Plans or to appoint a trustee to administer any Plan; (vi)
any other event or condition that might reasonably be expected to constitute
grounds under Section 4042 of ERISA for the termination of, or the appointment
of a trustee to administer, any Plan or Multiemployer Plan or for the imposition
of liability under Section 4069 or 4212(c) of ERISA; (vii) the incurrence of any
liability with respect to the withdrawal or partial withdrawal from any Plan
including the withdrawal from a Plan subject to Section 4063 of ERISA during a
plan year in which it was a substantial employer, as defined in Section
4001(a)(2) of ERISA, or a cessation of operations that is treated as such a
withdrawal under Section 4062(e) of ERISA; (viii) or the incurrence of any
Withdrawal Liability with respect to any Multiemployer Plan; (ix) the receipt of
any notice,  concerning the imposition of Withdrawal Liability or a
determination that a Multiemployer Plan is, or is expected to be, insolvent
(within the meaning of Section 4245 of ERISA) or in reorganization (within the
meaning of Section 4241 of ERISA), or in “critical” status (within the meaning
of Section 432 of the Code or Section 305 of ERISA); or  (x) a
determination that a Plan is, or is reasonably expected to be, in “at risk”
status (within the meaning of Section 430 of the Code or Section 303 of
ERISA).

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    “Eurodollar” when used
in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
comprising such Borrowing, bears interest at a rate determined by reference to
the Adjusted LIBO Rate.

     

    “Eurodollar Reserve
Percentage” shall mean the aggregate of the maximum reserve percentages
(including, without limitation, any emergency, supplemental, special or other
marginal reserves) expressed as a decimal (rounded upwards to the next
1/100th of 1%)
in effect on any day to which the Administrative Agent is subject with respect
to the Adjusted LIBO Rate pursuant to regulations issued by the Board of
Governors of the Federal Reserve System (or any Governmental Authority
succeeding to any of its principal functions) with respect to eurocurrency
funding (currently referred to as “eurocurrency liabilities” under Regulation
D).  Eurodollar Loans shall be deemed to constitute eurocurrency
funding and to be subject to such reserve requirements without benefit of or
credit for proration, exemptions or offsets that may be available from time to
time to any Lender under Regulation D.  The Eurodollar Reserve
Percentage shall be adjusted automatically on and as of the effective date of
any change in any reserve percentage.

     

    “Event of Default”
shall have the meaning provided in ARTICLE
VIII.

     

    “Exchange Act” means
the Securities Exchange Act of 1934, as amended from time to time, and any
successor statute.

     

    “Excluded Account”
means (i) any accounts used solely for the purpose of cash collateralizing
letters of credit to the extent permitted pursuant to clause (iv) of the
definition of “Permitted Encumbrance”, (ii) checking account number 48912594
held at Citibank, N.A. in the name of ACI, provided that the
aggregate amount on deposit shall not exceed at any time an aggregate amount of
$250,000 in cash or cash equivalents, and (iii) any deposit account that is used
solely for payment of payroll, bonuses and other compensation related
expenses.

     

     “Excluded Taxes” shall mean with respect to
the Administrative Agent, any Lender, the Issuing Bank or any other recipient of
any payment to be made by or on account of any obligation of the Borrowers
hereunder, (a) income or franchise taxes imposed on (or measured by) its net
income by the United States of America, or by the jurisdiction under the laws of
which such recipient is organized or in which its principal office is located
or, in the case of any Lender, in which its Applicable Lending Office is
located, (b) any branch profits taxes imposed by the United States of America or
any similar tax imposed by any other jurisdiction in which any Lender has its
Applicable Lending Office, (c) in the case of a Foreign Lender, any withholding
tax that (i) is imposed on amounts payable to such Foreign Lender at the time
such Foreign Lender becomes a party to this Agreement, (ii) is imposed on
amounts payable to such Foreign Lender at any time that such Foreign Lender
designates a new lending office, other than taxes that have accrued prior to the
designation of such lending office that are otherwise not Excluded Taxes, or
(iii) is attributable to such Foreign Lender’s failure to comply with Section
2.19(e) and (d) any Taxes imposed on any “withholdable payment” payable to such
recipient as a result of the failure of such recipient to satisfy the applicable
requirements as set forth in FATCA after December 31, 2010.

     

    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    “Existing Agent” shall
mean Societe Generale, in its capacity as Administrative Agent under that
certain Credit and Guaranty Agreement, dated as of February 29, 2008 (as
amended, restated, supplemented, modified or otherwise modified from time to
time), by and among the Borrowers, the “Guarantors” from time to time party
thereto, the financial institutions named therein as “Lenders”.

     

    “Existing
Indebtedness” shall mean all indebtedness, liabilities and other
obligations under that certain Credit and Guaranty Agreement, dated as of
February 29, 2008 (as amended, restated, supplemented, modified or otherwise
modified from time to time), by and among the Borrowers, the “Guarantors” from
time to time party thereto, the financial institutions named therein as
“Lenders” and Societe Generale, as Administrative Agent.

     

     “FATCA” means Sections
1471 through 1474 of the Code and any regulations or official interpretations
thereof.

     

    “FCC” means the
Federal Communications Commission, or any governmental agency succeeding to the
functions thereof.

     

    “FCC Licenses” means
the licenses, authorizations, waivers and permits required under the
Communications Act necessary for the Loan Parties and the Domestic Subsidiaries
to own and operate their properties and their businesses.

     

     “Federal Funds Rate”
shall mean, for any day, the rate per annum (rounded upwards, if necessary, to
the next 1/100th of 1%)
equal to the weighted average of the rates on overnight Federal funds
transactions with member banks of the Federal Reserve System arranged by Federal
funds brokers, as published by the Federal Reserve Bank of New York on the next
succeeding Business Day or if such rate is not so published for any Business
Day, the Federal Funds Rate for such day shall be the average rounded upwards,
if necessary, to the next 1/100th of 1% of the quotations for such day on such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by the Administrative
Agent.

     

    “Fee Letter” shall
mean that certain fee letter, dated as of November 22, 2010, executed by
SunTrust Robinson Humphrey, Inc. and SunTrust Bank and accepted by
AboveNet.

     

    “Fiscal Quarter” shall
mean any fiscal quarter of the Borrowers.

     

    “Fiscal Year” shall
mean any fiscal year of the Borrowers.

     

    “Foreign Lender” shall mean any Lender
that is not a United States person under Section 7701(a)(30) of the
Code.

     

    “Foreign Subsidiary”
shall mean any Subsidiary that is organized under the laws of a jurisdiction
other than one of the fifty states or commonwealths of the United States or the
District of Columbia or a territory of the United States.

     

    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    “GAAP” shall mean
generally accepted accounting principles in the United States applied on a
consistent basis and subject to the terms of Section
1.3.

     

    “Governmental
Approvals” means any and all licenses, permits, certificates,
certifications, consents, registrations or contracts, authorizations and
approvals of each Governmental Authority issued or required under laws
applicable to the business of any Borrower or any of its Domestic Subsidiaries
or necessary in the sale, furnishing, or delivery of goods or services under
laws applicable to the business of any Borrower or any of its Domestic
Subsidiaries.

     

    “Governmental
Authority” shall mean the government of the United States of America, any
other nation or any political subdivision thereof, whether state or local, and
any agency, authority, instrumentality, regulatory body, court, central bank or
other entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.

     

    “Guarantee” of or by
any Person (the “guarantor”) shall
mean any obligation, contingent or otherwise, of the guarantor guaranteeing or
having the economic effect of guaranteeing any Indebtedness or other obligation
of any other Person (the “primary obligor”) in
any manner, whether directly or indirectly and including any obligation, direct
or indirect, of the guarantor (i) to purchase or pay (or advance or supply funds
for the purchase or payment of) such Indebtedness or other obligation or to
purchase (or to advance or supply funds for the purchase of) any security for
the payment thereof, (ii) to purchase or lease property, securities or services
for the purpose of assuring the owner of such Indebtedness or other obligation
of the payment thereof, (iii) to maintain working capital, equity capital or any
other financial statement condition or liquidity of the primary obligor so as to
enable the primary obligor to pay such Indebtedness or other obligation or (iv)
as an account party in respect of any letter of credit or letter of guaranty
issued in support of such Indebtedness or obligation; provided, that the
term “Guarantee” shall not include endorsements for collection or deposits in
the ordinary course of business.  The amount of any Guarantee shall be
deemed to be an amount equal to the stated or determinable amount of the primary
obligation in respect of which Guarantee is made or, if not so stated or
determinable, the maximum reasonably anticipated liability in respect thereof
(assuming such Person is required to perform thereunder) as determined by such
Person in good faith.  The term “Guarantee” used as a verb has a
corresponding meaning.

     

    “Guaranty and Security
Agreement” shall mean that certain Guaranty and Security Agreement dated
as of the date hereof and substantially in the form of Exhibit B, executed
by each of the Loan Parties as of the Closing Date, as the same may be amended,
restated, supplemented or otherwise modified from time to time.

     

    “Hazardous Materials”
shall mean all explosive or radioactive substances or wastes and all hazardous
or toxic substances, wastes or other pollutants, including petroleum or
petroleum distillates, asbestos or asbestos containing materials,
polychlorinated biphenyls, radon gas, infectious or medical wastes and all other
substances or wastes of any nature regulated pursuant to any Environmental
Law.

     

    
      
         


      

      
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    “Hedging Obligations”
of any Person shall mean any and all obligations of such Person, whether
absolute or contingent and howsoever and whensoever created, arising, evidenced
or acquired under (i) any and all Hedging Transactions, (ii) any and all
cancellations, buy backs, reversals, terminations or assignments of any Hedging
Transactions and (iii) any and all renewals, extensions and modifications of any
Hedging Transactions and any and all substitutions for any Hedging
Transactions.

     

    “Hedging Transaction”
of any Person shall mean (a) any transaction (including an agreement with
respect to any such transaction) now existing or hereafter entered into by such
Person that is a rate swap transaction, swap option, basis swap, forward rate
transaction, commodity swap, commodity option, equity or equity index swap or
option, bond option, interest rate option, foreign exchange transaction, cap
transaction, floor transaction, collar transaction, currency swap transaction,
cross-currency rate swap transaction, currency option, spot transaction, credit
protection transaction, credit swap, credit default swap, credit default option,
total return swap, credit spread  transaction, repurchase transaction,
reverse repurchase transaction, buy/sell-back transaction, securities lending
transaction,  or any other similar transaction (including any option
with respect to any of these transactions) or any combination thereof, whether
or not any such transaction is governed by or subject to any master agreement
and (b) any and all transactions of any kind, and the related confirmations,
which are subject to the terms and conditions of, or governed by, any form of
master agreement published by the International Swaps and Derivatives
Association, Inc., any International Foreign Exchange Master Agreement, or any
other master agreement (any such master agreement, together with any related
schedules, a “Master
Agreement”), including any such obligations or liabilities under any
Master Agreement.

     

    “Incremental Lender”
has the meaning assigned to such term in Section
2.24(a).

     

    “Indebtedness” of any
Person shall mean, without duplication (i) all obligations of such Person
for borrowed money, (ii) all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments, (iii) all obligations of such
Person in respect of the deferred purchase price of property or services (other
than trade payables incurred in the ordinary course of business; provided, that for
purposes of Section
8.1(f), trade payables overdue by more than 180 days shall be included in
this definition except to the extent that any of such trade payables are being
disputed in good faith and by appropriate measures), (iv) all obligations of
such Person under any conditional sale or other title retention agreement(s)
relating to property acquired by such Person, (v) all Capital Lease
Obligations of such Person, (vi) all obligations, contingent or otherwise, of
such Person in respect of letters of credit, acceptances or similar extensions
of credit, (vii) all Guarantees of such Person of the type of Indebtedness
described in clauses (i) through (vi) above and (xi) below, (viii) all
Indebtedness of a third party secured by any Lien on property owned by such
Person, whether or not such Indebtedness has been assumed by such Person, (ix)
all obligations of such Person, contingent or otherwise, to purchase, redeem,
retire or otherwise acquire for value any Capital Stock of such Person, (x)
Off-Balance Sheet Liabilities and (xi) all Hedging Obligations.  The
Indebtedness of any Person shall include the Indebtedness of any partnership or
joint venture in which such Person is a general partner or a joint venturer,
except to the extent that the terms of such Indebtedness provide that such
Person is not liable therefor.  For purposes of determining the amount
of attributed Indebtedness from Hedging Obligations, the “principal amount” of
any Hedging Obligations at any time shall be the Net Mark-to-Market Exposure of
such Hedging Obligations.

     

    
      
         


      

      
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    “Indemnified Taxes”
shall mean Taxes other than Excluded Taxes and Other Taxes.

     

    “Information
Memorandum” shall mean the Confidential Information Memorandum dated
January, 2011 relating to the Borrowers and the transactions contemplated by
this Agreement and the other Loan Documents.

     

    “Intellectual
Property” has the meaning set forth in the Collateral and Guarantee
Agreement.

     

    “Interest Coverage
Ratio” shall mean, as of any date, the ratio of (i) Consolidated EBITDA
for the four consecutive Fiscal Quarters ending on or immediately prior to such
date to (ii) Consolidated Interest Expense for the four consecutive Fiscal
Quarters ending on or immediately prior to such date.

     

    “Interest Period” shall mean with respect to
(i) any Swingline Borrowing, such period as the Swingline Lender and the
Borrowers shall mutually agree (but in any event not to exceed 30 days) and (ii)
any Eurodollar Borrowing, a period of one, two, three or six months; provided,
that:

     

    (i)            the
initial Interest Period for such Borrowing shall commence on the date of such
Borrowing (including the date of any conversion from a Borrowing of another
Type), and each Interest Period occurring thereafter in respect of such
Borrowing shall commence on the day on which the next preceding Interest Period
expires;

     

    (ii)           if
any Interest Period would otherwise end on a day other than a Business Day, such
Interest Period shall be extended to the next succeeding Business Day, unless
such Business Day falls in another calendar month, in which case such Interest
Period would end on the next preceding Business Day;

     

    (iii)         
any Interest Period which begins on the last Business Day of a calendar month or
on a day for which there is no numerically corresponding day in the calendar
month at the end of such Interest Period shall end on the last Business Day of
such calendar month; and

     

    (iv)         no
Interest Period may extend beyond the Revolving Commitment Termination Date,
unless on the Revolving Commitment Termination Date the aggregate outstanding
principal amount of Term Loans (if any) is equal to or greater than the
aggregate principal amount of Eurodollar Loans with Interest Periods expiring
after such date, and no Interest Period may extend beyond the Term Loan Maturity
Date.

     

    “Investments” shall
have the meaning as set forth in Section
7.4.

     

    “IP Rights” has the
meaning set forth in Section
4.11.

     

    
      
         


      

      
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    “IP Security
Agreements” means, collectively, the Copyright Security Agreement and the
Patent and Trademark Security Agreement, each in the form of Exhibit A and B to
the Guaranty and Security Agreement, as executed by the Loan Parties party
thereto.

     

    “IRU” means an
indefeasible right to use Dark Fiber or telecommunications capacity, as
applicable.

     

    “IRU Agreement” means
an agreement granting an IRU.

     

     “Issuing Bank” shall
mean SunTrust Bank, in its capacity as an issuer of Letters of Credit pursuant
to Section
2.21.

     

    “LC Commitment” shall
mean that portion of the Aggregate Revolving Commitment Amount that may be used
by the Borrowers for the issuance of Letters of Credit in an aggregate face
amount not to exceed $10,000,000.

     

    “LC Disbursement”
shall mean a payment made by the Issuing Bank pursuant to a Letter of
Credit.

     

    “LC Documents” shall
mean all applications, agreements and instruments relating to the Letters of
Credit (but excluding the Letters of Credit).

     

    “LC Exposure” shall
mean, at any time, the sum of (i) the aggregate undrawn amount of all
outstanding Letters of Credit at such time, plus (ii) the aggregate
amount of all LC Disbursements that have not been reimbursed by or on behalf of
the Borrowers at such time.  The LC Exposure of any Lender shall be
its Pro Rata Share of the total LC Exposure at such time.

     

     “Lender Insolvency
Event” shall mean that (i) a Lender or its Parent Company is insolvent,
or is generally unable to pay its debts as they become due, or admits in writing
its inability to pay its debts as they become due, or makes a general assignment
for the benefit of its creditors, or (ii) a Lender or its Parent Company is the
subject of a bankruptcy, insolvency, reorganization, liquidation or similar
proceeding, or a receiver, trustee, conservator, custodian or the like has been
appointed for such Lender or its Parent Company, or such Lender or its Parent
Company has taken any action in furtherance of or indicating its consent to or
acquiescence in any such proceeding or appointment, or (iii) a Lender or its
Parent Company has been adjudicated as, or determined by any Governmental
Authority having regulatory authority over such Person or its assets to be,
insolvent; provided that, for
the avoidance of doubt, a Lender Insolvency Event shall not be deemed to have
occurred solely by virtue of the ownership or acquisition of any equity interest
in or control of a Lender or its Parent Company by a Governmental
Authority.

     

    “Lenders” shall have
the meaning assigned to such term in the opening paragraph of this Agreement and
shall include, where appropriate, the Swingline Lender and each Incremental
Lender that joins this Agreement pursuant to Section
2.24.

     

    “Letter of Credit”
shall mean any stand-by letter of credit issued pursuant to Section 2.21 by the
Issuing Bank for the account of the Borrowers pursuant to the LC Commitment.

     

    
      
         


      

      
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    “Leverage Ratio” shall
mean, as of any date, the ratio of (i) Consolidated Total Debt as of such date
to (ii) Consolidated EBITDA for the four consecutive Fiscal Quarters ending on
or immediately prior to such date.

     

    “LIBOR” shall mean,
for any Interest Period with respect to a Eurodollar Loan, the rate per annum
(rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters
Screen LIBOR01 Page (or any successor page) as the London interbank offered rate
for deposits in Dollars at approximately 11:00 a.m. (London, England time) two
Business Days prior to the first day of such Interest Period for a term
comparable to such Interest Period. If for any reason such rate is not
available, LIBOR shall be, for any Interest Period, the rate per annum
reasonably determined by the Administrative Agent as the rate of interest at
which Dollar deposits in the approximate amount of the Eurodollar Loan
comprising part of such borrowing would be offered by the Administrative Agent
to major banks in the London interbank Eurodollar market at their request at or
about 10:00 a.m. two Business Days prior to the first day of such Interest
Period for a term comparable to such Interest Period.

     

    “Lien” shall mean any
mortgage, pledge, security interest, lien (statutory or otherwise), charge,
encumbrance, hypothecation, assignment, deposit arrangement, or other
arrangement having the practical effect of the foregoing or any preference or
priority having the practical effect of a security interest or any other
security agreement or preferential arrangement having the practical effect of a
security interest of any kind or nature whatsoever (including any conditional
sale or other title retention agreement and any capital lease having the same
economic effect as any of the foregoing).

     

    “Liquidity” shall
mean, on any date of determination, the sum of (a) the aggregate amount of
Revolving Loans that would be available to be funded to the Borrowers pursuant
to Section 2.2
on the date of determination plus (b) all money, currency,
credit balances and Permitted Investments owned by the Borrowers on the date of
determination; provided, however, that amounts
calculated under this clause (b) shall exclude any amounts that would not be
considered “cash” under GAAP or “cash” as recorded on the books of the
Borrowers; provided,
further, that amounts
under the foregoing clause (b) shall be included only to the extent such amounts
are not subject to any Lien or other restriction or encumbrance of any kind
(other than Liens (i) in favor of the Administrative Agent, (ii) arising
solely by virtue of any statutory or common law provision relating to banker’s
liens, rights of set-off or similar rights so long as such liens and rights are
not being enforced or otherwise exercised and (iii) Liens imposed by law for
taxes not yet due or which are being contested in good faith by appropriate
proceedings diligently conducted and with respect to which adequate reserves are
being maintained in accordance with GAAP).

     

     “Loan Documents” shall
mean, collectively, this Agreement, the Notes (if any), the LC Documents, the
Security Documents, each Additional Revolving Commitment Amendment, each Term
Loan Amendment, all Notices of Borrowing, all Notices of
Conversion/Continuation, all Compliance Certificates and any and all other
instruments, agreements, documents and writings executed in connection with any
of the foregoing.

     

    “Loan Parties” shall
mean the Borrowers and the Subsidiary Loan Parties and “Loan Party” shall
mean each Borrower and/or Subsidiary Loan Party.

     

    
      
         


      

      
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    “Loans” shall mean all
Revolving Loans, Swingline Loans and Term Loans in the aggregate or any of them,
as the context shall require, and shall include those made pursuant to a Term
Loan Amendment or an Additional Revolving Commitment Amendment.

     

    “Material Adverse
Effect” shall mean, with respect to any event, act, condition or
occurrence of whatever nature (including any adverse determination in any
litigation, arbitration, or governmental investigation or proceeding), whether
singularly or in conjunction with any other event or events, act or acts,
condition or conditions, occurrence or occurrences whether or not related, a
material adverse change in, or a material adverse effect on, (i) the
business, condition (financial or otherwise), assets, operations or liabilities
(contingent or otherwise) of the Borrowers, or of the Borrowers and their
Subsidiaries taken as a whole, (ii) the ability of the Loan Parties to
perform any of their respective material obligations under the Loan Documents,
(iii) the rights and remedies, taken as a whole, of the Administrative Agent,
the Issuing Bank, Swingline Lender, and the Lenders under any of the Loan
Documents or (iv) the legality, validity or enforceability of any of the Loan
Documents.

     

    “Material Contract”
shall mean any contract or other arrangement (other than the Loan Documents),
whether written or oral, to which any Borrower or any Domestic Subsidiary is a
party and as to which the breach, nonperformance, termination, cancellation or
failure to renew by any party thereto could reasonably be expected to have a
Material Adverse Effect.

     

    “Material
Indebtedness” shall mean Indebtedness (other than the Loans and Letters
of Credit) and Hedging Obligations of a Borrower or any of its Subsidiaries,
individually or in an aggregate committed or outstanding principal amount
exceeding $15,000,000.

     

    “Material Subsidiary”
shall mean at any time any direct or indirect Domestic Subsidiary of the
Borrowers having: (a) assets (determined on a consolidating basis) in an amount
equal to at least 5% of the total assets of the Borrowers and their Subsidiaries
determined on a consolidated basis as of the last day of the most recent Fiscal
Quarter at such time; or (b) revenues or net income (determined on a
consolidating basis) in an amount equal to at least 5% of the total revenues or
net income of the Borrowers and their Subsidiaries on a consolidated basis for
the 12-month period ending on the last day of the most recent Fiscal Quarter at
such time.

     

    “Moody’s” shall mean
Moody’s Investors Service, Inc.

     

    “Multiemployer Plan”
shall have the meaning set forth in Section 4001(a)(3) of
ERISA.

     

    “Net Cash Proceeds”
shall have the meaning set forth in Section
2.11(a).

     

    “Net Mark-to-Market
Exposure” of any Person shall mean, as of any date of determination with
respect to any Hedging Obligation, the excess (if any) of all unrealized losses
over all unrealized profits of such Person arising from such Hedging
Obligation.  “Unrealized losses” shall mean the fair market value of
the cost to such Person of replacing the Hedging Transaction giving rise to such
Hedging Obligation as of the date of determination (assuming the Hedging
Transaction were to be terminated as of that date), and “unrealized profits”
means the fair market value of the gain to such Person of replacing such Hedging
Transaction as of the date of determination (assuming such Hedging Transaction
were to be terminated as of that date).  For purposes of this
definition, the term “fair market value” shall be determined by a recognized
dealer in transactions similar to the subject Hedging Transaction.

     

    
      
         


      

      
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    “Non-Defaulting
Lender” shall mean, at any time, a Lender that is not a Defaulting
Lender.

     

    “Notes” shall mean,
collectively, the Revolving Credit Notes, the Swingline Note and the Term Notes
(if any).

     

    “Notice of Borrowing”
shall mean, collectively, the Notices of Revolving Borrowing, and the Notices of
Swingline Borrowing.

     

    “Notice of
Conversion/Continuation” shall mean the notice given by the Borrowers to
the Administrative Agent in respect of the conversion or continuation of an
outstanding Borrowing as provided in Section
2.6(b).

     

    “Notice of Revolving
Borrowing” shall have the meaning as set forth in Section
2.3.

     

    “Notice of Swingline
Borrowing” shall have the meaning
as set forth in Section
2.4.

     

    “Obligations” shall
mean (a) all amounts owing by the Loan Parties to the Administrative Agent,
the Issuing Bank or any Lender (including the Swingline Lender) pursuant to or
in connection with this Agreement or any other Loan Document or otherwise with
respect to any Loan or Letter of Credit, including, without limitation, all
principal, interest (including any interest accruing after the filing of any
petition in bankruptcy or the commencement of any insolvency, reorganization or
like proceeding relating to any Borrower, whether or not a claim for post-filing
or post-petition interest is allowed in such proceeding), all reimbursement
obligations, fees, expenses, indemnification and reimbursement payments, costs
and expenses (including all fees and expenses of counsel to the Administrative
Agent, the Issuing Bank and any Lender (including the Swingline Lender)
incurred, or required to be reimbursed, by any Borrower, in each case, pursuant
to this Agreement or any other Loan Document), whether direct or indirect,
absolute or contingent, liquidated or unliquidated, now existing or hereafter
arising hereunder or thereunder, (b) all Hedging Obligations owed by any
Loan Party to a Lender (or an Affiliate thereof) who was such at the time such
Hedging Obligations were incurred and (c) all Treasury Management
Obligations owed by any Loan Party to a Lender (or an Affiliate thereof) who was
such at the time such Treasury Management Obligations were incurred, together
with all renewals, extensions, modifications or refinancings of any of the
foregoing.

     

     “OFAC” shall mean the
U.S. Department of the Treasury’s Office of Foreign Assets Control.

     

    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    “Off-Balance Sheet
Liabilities” of any Person shall mean (i) any repurchase obligation or
liability of such Person with respect to accounts or notes receivable sold by
such Person, (ii) any liability of such Person under any sale and leaseback
transactions that do not create a liability on the balance sheet of such Person,
(iii) any Synthetic Lease Obligation or (iv) any obligation arising with respect
to any other transaction which is the functional equivalent of or takes the
place of borrowing but which does not constitute a liability on the balance
sheet of such Person.

     

    “OID” has the meaning
assigned to such term in Section
2.24(b).

     

    “OSHA” shall mean the
Occupational Safety and Health Act of 1970, as amended from time to time, and
any successor statute.

     

    “Other Taxes” shall
mean any and all present or future stamp or documentary taxes or any other
excise or property taxes, charges or similar levies arising from any payment
made hereunder or under any other Loan Document or from the execution, delivery
or enforcement of, or otherwise with respect to, this Agreement or any other
Loan Document.

     

     “Parent Company” shall
mean, with respect to a Lender, the bank holding company (as defined in Federal
Reserve Board Regulation Y), if any, of such Lender, and/or any Person owning,
beneficially or of record, directly or indirectly, a majority of the shares of
such Lender.

     

    “Participant” shall
have the meaning set forth in Section
10.4(d).

     

    “Patriot Act” shall
have the meaning set forth in Section
10.15.

     

    “Payment Office” shall
mean the office of the Administrative Agent located at 303 Peachtree Street,
N.E., Atlanta, Georgia 30308, or such other location as to which the
Administrative Agent shall have given written notice to the Borrowers and the
other Lenders.

     

    “PBGC” shall mean the
Pension Benefit Guaranty Corporation referred to and defined in ERISA, and any
successor entity performing similar functions.

     

    “Permitted
Encumbrances” shall mean:

     

    (i)            Liens
imposed by law for taxes not yet due or which are being contested in good faith
by appropriate proceedings diligently conducted and with respect to which
adequate reserves are being maintained in accordance with GAAP;

     

    (ii)           statutory
Liens of landlords, carriers, warehousemen, mechanics, materialmen and other
Liens imposed by operation of law in the ordinary course of business for amounts
not yet due or which are being contested in good faith by appropriate
proceedings and with respect to which adequate reserves are being maintained in
accordance with GAAP;

     

    (iii)          pledges
and deposits made in the ordinary course of business in compliance with workers’
compensation, unemployment insurance and other social security laws or
regulations;

     

    
      
         


      

      
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    (iv)         deposits
to secure the performance of bids, trade contracts, licenses and leases (other
than Indebtedness), statutory obligations, surety bonds (other than bonds
related to judgments or litigation), performance bonds, the collateralized
portion of letters of credit (other than Letters of Credit), and other
obligations of a like nature incurred in the ordinary course of business; provided, however, that in no
event should the aggregate amount of surety bonds (or deposits to secure surety
bonds) or of letters of credit (other than Letters of Credit), outstanding at
any time exceed $12,000,000;

     

    (v)           judgment
and attachment liens not giving rise to an Event of Default or Liens created by
or existing from any litigation or legal proceeding that are currently being
contested in good faith by appropriate proceedings and with respect to which
adequate reserves are being maintained in accordance with GAAP;

     

    (vi)         easements,
zoning restrictions, rights-of-way and similar encumbrances on real property
imposed by law or arising in the ordinary course of business that do not secure
any monetary obligations and do not materially detract from the value of the
affected property or materially interfere with the ordinary conduct of business
of the Borrowers and their Subsidiaries taken as a whole;

     

    (vii)        leases,
IRUs, licenses (including licenses of IP Rights) or subleases granted to others
in accordance with the terms of the applicable Security Documents, not
interfering in any material respect with the ordinary conduct of business of any
Loan Party or any Domestic Subsidiary and not resulting in any material
diminution in the Collateral as security for the Obligations;

     

    (viii)       customary
rights of set-off, revocation, refund or chargeback under deposit agreements or
under the UCC or common law of banks or other financial institutions where the
Borrowers or any of their Subsidiaries maintain deposits (other than deposits
intended as cash collateral) in the ordinary course of business;
and

     

    (ix)         any
interest of title of a lessor under, and Liens arising from, UCC financing
statements (or equivalent filings, registrations or agreements in foreign
jurisdictions) solely evidencing such lessor’s interest under leases permitted
by this Agreement;

     

    provided, that the
term “Permitted Encumbrances” shall not include any Lien securing Indebtedness
(other than pursuant to clause (iv) of this definition (but only in the case of
the letters of credit referenced therein)).

     

    “Permitted
Investments” shall mean:

     

    (i)           direct
obligations of, or obligations the principal of and interest on which are
unconditionally guaranteed by, the United States (or by any agency thereof to
the extent such obligations are backed by the full faith and credit of the
United States), in each case maturing within one year from the date of
acquisition thereof;

     

    
      
         


      

      
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    (ii)          commercial
paper having the highest rating, at the time of acquisition thereof, of S&P
or Moody’s and in either case maturing within six months from the date of
acquisition thereof;

     

    (iii)         certificates
of deposit, bankers’ acceptances and time deposits maturing within 180 days of
the date of acquisition thereof issued or guaranteed by or placed with, and
money market deposit accounts issued or offered by, any domestic office of any
commercial bank organized under the laws of the United States or any state
thereof which has a combined capital and surplus and undivided profits of not
less than $500,000,000;

     

    (iv)         fully
collateralized repurchase agreements with a term of not more than 30 days for
securities described in clause (i) above and entered into with a financial
institution satisfying the criteria described in clause (iii) above;
and

     

    (v)          mutual
funds investing solely in any one or more of the Permitted Investments described
in clauses (i) through (iv) above.

     

    “Permitted Liens”
shall have the meaning set forth in Section
7.2.

     

    “Person” shall mean
any individual, partnership, firm, corporation, association, joint venture,
limited liability company, trust or other entity, or any Governmental
Authority.

     

    “Plan” shall mean any
Employee Benefit Plan (other than a Multiemployer Plan) subject to the
provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of
ERISA, and in respect of which the Borrowers or any ERISA Affiliate either (i)
maintain, contribute to or have an obligation to contribute to on behalf of
participants who are or were employed by any of them (or on behalf of
beneficiaries of such participants) or (ii) is (or, if such plan were
terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as
defined in Section 3(5) of ERISA or a “contributing sponsor” (as defined in
ERISA Section 4001(a)(13).

     

    “Potential Defaulting
Lender” shall mean, at any time, a Lender (i) as to which the
Administrative Agent has determined in good faith that an event of the kind
referred to in the definition of “Lender Insolvency Event” has occurred and is
continuing in respect of any financial institution affiliate of such Lender, or
(ii) whose Parent Company or a financial institution affiliate thereof has
notified the Administrative Agent, or has stated publicly, that such Person will
not comply with its funding obligations under any other loan agreement or credit
agreement or other similar/other financing agreement unless such failure is
based on such Person’s reasonable and good faith determination that the
conditions precedent to funding such obligation have not been
satisfied.  The Administrative Agent will promptly send to all parties
hereto a copy of any notice provided for in this definition.

     

    “Pro Forma Basis”
shall mean, in connection with any calculation of compliance with any financial
covenant herein or the calculation of availability of Revolving Loans hereunder,
the calculation thereof after giving effect on a pro forma basis to (x) the
incurrence, assumption, acquisition or repayment of any Indebtedness after the
first day of the relevant period of four consecutive Fiscal Quarters (the “Relevant Period”)
(including any incurrence of Indebtedness to finance a transaction or payment
giving rise for the need to make such determination) as if such Indebtedness had
been incurred, assumed, acquired or repaid on the first day of such Relevant
Period or (y) the making of any Restricted Payment or Investment after the first
day of the Relevant Period as if such Restricted Payment or Investment had been
made on the first day of such Relevant Period.

     

    
      
         


      

      
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    “Pro Rata Share” shall
mean (i) with respect to any Commitment of any Lender at any time, a percentage,
the numerator of which shall be such Lender’s Commitment (or if such Commitments
have been terminated or expired or the Loans have been declared to be due and
payable, such Lender’s Revolving Credit Exposure), and the denominator of which
shall be the sum of such Commitments of all Lenders (or if such Commitments have
been terminated or expired or the Loans have been declared to be due and
payable, all Revolving Credit Exposure of all Lenders) and (ii) with respect to
all Commitments of any Lender at any time, the numerator of which shall be the
sum of such Lender’s Revolving Commitment (or if such Revolving Commitments have
been terminated or expired or the Loans have been declared to be due and
payable, such Lender’s Revolving Credit Exposure) and Term Loan (if any) and the
denominator of which shall be the sum of all Lenders’ Revolving Commitments (or
if such Revolving Commitments have been terminated or expired or the Loans have
been declared to be due and payable, all Revolving Credit Exposure of all
Lenders funded under such Commitments) and Term Loans (if any).

     

     “PUC” means any state
regulatory agency or body that exercises jurisdiction over the rates or services
or the ownership, construction or operation of any long distance network
facility or telecommunications systems or over Persons who own, construct or
operate a long distance network facility or telecommunications systems, in each
case by reason of the nature or type of the business subject to regulation and
not pursuant to laws and regulations of general applicability to Persons
conducting business in such state.

     

    “Qualified Plan” shall
mean an Employee Benefit Plan that is intended to be tax-qualified under Section
401(a) of the Code.

     

    “Regulation D, T, U and
X” shall mean Regulation D, T, U and X, respectively, of the Board
of Governors of the Federal Reserve System, as the same may be in effect from
time to time, and any successor regulations.

     

    “Related Parties”
shall mean, with respect to any specified Person, such Person’s Affiliates and
the respective managers, administrators, trustees, partners, directors,
officers, employees, agents, advisors or other representatives of such Person
and such Person’s Affiliates.

     

    “Release” shall mean
any release, spill, emission, leaking, dumping, injection, pouring, deposit,
disposal, discharge, dispersal, leaching or migration into the environment
(including ambient air, surface water, groundwater, land surface or subsurface
strata) or within any building, structure, facility or fixture.

     

    “Required Lenders”
shall mean, at any time, Lenders holding more than 50% of the aggregate
outstanding Revolving Commitments and Term Loans (if any) at such time or if the
Lenders have no Commitments outstanding, then Lenders holding more than 50% of
the Revolving Credit Exposure and Term Loans (if any); provided, however, that to the extent
that any Lender is a Defaulting Lender, such Defaulting Lender and all of its
Commitments and Revolving Credit Exposure shall be excluded for purposes of
determining Required Lenders.

     

    
      
         


      

      
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     “Requirement of Law”
for any Person shall mean the articles or certificate of incorporation, bylaws,
partnership certificate and agreement, or limited liability company certificate
of organization and agreement, as the case may be, and other organizational and
governing documents of such Person, and any law, treaty, rule or regulation, or
determination of a Governmental Authority, in each case applicable to or binding
upon such Person or any of its property or to which such Person or any of its
property is subject.

     

    “Required PUC
Consents” means all consents, orders and approvals of the PUC’s necessary
for Loan Parties and their respective Domestic Subsidiaries to (a) incur the
full amount of the Obligations, and (b) grant to the Administrative Agent a Lien
on all of their respective properties and assets (whether real, personal, mixed,
or tangible or intangible) to secure all of such Obligations, such consents,
orders and approvals to be in form and substance reasonably satisfactory to the
Administrative Agent.

     

    “Responsible Officer”
shall mean any of the president, the chief executive officer, the chief
operating officer, the chief financial officer, the treasurer or a vice
president of AboveNet or such other representative of AboveNet as may be
designated in writing by any one of the foregoing with the consent of the
Administrative Agent; provided, that, with respect
to the financial covenants and Compliance Certificate, Responsible Officer shall
mean only the chief financial officer or the treasurer of AboveNet.

     

    “Restricted Payment”
shall have the meaning set forth in Section
7.5.

     

    “Revolving Commitment”
shall mean, with respect to each Lender, the obligation of such Lender to make
Revolving Loans to the Borrowers and to participate in Letters of Credit and
Swingline Loans in an aggregate principal amount not exceeding the amount set
forth with respect to such Lender on Schedule II, as such
schedule may be amended pursuant to Section 2.24, or in
the case of a Person becoming a Lender after the Closing Date through an
assignment of an existing Revolving Commitment, the amount of the assigned
“Revolving Commitment” as provided in the Assignment and Acceptance executed by
such Person as an assignee, as the same may be increased or decreased pursuant
to terms hereof.

     

    “Revolving Commitment
Termination Date” shall mean the earliest of (i) January 27, 2016,
(ii) the date on which the Revolving Commitments are terminated pursuant to
Section 2.8 and
(iii) the date on which all amounts outstanding under this Agreement have been
declared or have automatically become due and payable (whether by acceleration
or otherwise).

     

    “Revolving Credit
Exposure” shall mean, with respect to any Lender at any time, the sum of
the outstanding principal amount of such Lender’s Revolving Loans, LC Exposure
and Swingline Exposure.

     

    “Revolving Credit
Note” shall mean a promissory note of the Borrowers payable to the order
of a requesting Lender in the principal amount of such Lender’s Revolving
Commitment, in substantially the form of Exhibit
C.

     

    
      
         


      

      
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    “Revolving Loan” shall
mean a loan made by a Lender (other than the Swingline Lender) to the Borrowers
under its Revolving Commitment, which may either be a Base Rate Loan or a
Eurodollar Loan.

     

    “Rights Agreement”
shall mean that certain Amended and Restated Rights Agreement dated as of August
3, 2009 by and between AboveNet and the American Stock Transfer & Trust
Company, as in effect on the Closing Date and as further amended, restated,
supplemented or modified from time to after the Closing Date in a manner that is
not adverse in any material respect to the Lenders.

     

    “S&P” shall mean
Standard & Poor’s Ratings Service, a division of the McGraw-Hill Companies,
Inc., and any successor thereto.

     

    “Securities Account Control
Agreement” shall mean an agreement, among a Loan Party, a securities
intermediary, and the Administrative Agent, which agreement is in a form
reasonably satisfactory to the Administrative Agent and which provides the
Administrative Agent with “control” (as such term is used in Articles 8 and 9 of
the UCC) over the securities account(s) described therein.

     

     “Security Documents”
shall mean the Guaranty and Security Agreement, the Deposit Account Control
Agreements, Uncertificated Securities Control Agreement, IP Security Agreements,
the Securities Account Control Agreement, each foreign stock pledge (charge over
shares) required to be delivered pursuant to Section 5.11 and each
of the other security agreements, mortgages and other instruments and documents
executed and delivered pursuant thereto or pursuant to Section 5.10 and/or
Section 5.12 or
otherwise to secure the Obligations.

     

    “Solvent” means, with
respect to any Person on a particular date, that on such date (a) the fair value
of the assets of such Person exceed its liabilities, including contingent
liabilities, (b) the present fair saleable value of the assets of such Person is
not less than the amount that will be required to pay the probable liabilities
of such Person or its debts as they become absolute and matured, (c) the
remaining capital of such Person is not unreasonably small to conduct its
business, and (d) such Person will not have incurred debts and does not have the
present intent to incur debts, beyond its ability to pay such debts as they
mature.  In computing the amount of contingent liabilities of any
Person on any date, such liabilities shall be computed at the amount that, in
the reasonable judgment of the Administrative Agent, in light of all facts and
circumstances existing at such time, represents the amount of such liabilities
that reasonably can be expected to become actual or matured
liabilities.

     

     “State PUC License”
means any license, certificate or other authorization issued by any PUC to
permit the Loan Parties or their Domestic Subsidiaries to offer intrastate
telecommunications services in the state.

     

     “State Telecommunications
Laws” are the statutes of the states of the United States and the
District of Columbia governing the provision of telecommunications services and
the rules, regulations, and published policies, procedures, orders and decisions
of the PUCs.

     

    
      
         


      

      
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     “Subsidiary” shall
mean, with respect to any Person (the “parent”), any
corporation, partnership, joint venture, limited liability company, association
or other entity the accounts of which would be consolidated with those of the
parent in the parent’s consolidated financial statements if such financial
statements were prepared in accordance with GAAP as of such date, as well as any
other corporation, partnership, joint venture, limited liability company,
association or other entity (i) of which securities or other ownership interests
representing more than 50% of the equity or more than 50% of the ordinary voting
power, or in the case of a partnership, more than 50% of the general partnership
interests are, as of such date, owned, controlled or held, or (ii) that is, as
of such date, otherwise controlled, by the parent or one or more subsidiaries of
the parent or by the parent and one or more subsidiaries of the
parent.  Unless otherwise indicated, all references to “Subsidiary”
hereunder shall mean a Subsidiary of each Borrower.

     

    “Subsidiary Loan
Party” means any Subsidiary that is, or is required under the terms of
this Agreement or any other Loan Document to be, a party to any Security
Document.

     

    “Swingline Commitment”
shall mean the commitment of the Swingline Lender to make Swingline Loans in an
aggregate principal amount at any time outstanding not to exceed
$10,000,000.

     

    “Swingline Exposure”
shall mean, with respect to each Lender, the principal amount of the Swingline
Loans in which such Lender is legally obligated either to make a Base Rate Loan
or to purchase a participation in accordance with Section 2.4, which
shall equal such Lender’s Pro Rata Share of all outstanding Swingline
Loans.

     

    “Swingline Lender”
shall mean SunTrust Bank.

     

    “Swingline Loan” shall
mean a loan made to the Borrowers by the Swingline Lender under the Swingline
Commitment.

     

    “Swingline Note” shall
mean the promissory note of the Borrowers payable to the order of the Swingline
Lender in the principal amount of the Swingline Commitment, in substantially the
form of Exhibit
D.

     

    “Synthetic Lease”
shall mean a lease transaction under which the parties intend that (i) the lease
will be treated as an “operating lease” by the lessee pursuant to Statement of
Financial Accounting Standards No. 13, as amended and (ii) the lessee will be
entitled to various tax and other benefits ordinarily available to owners (as
opposed to lessees) of like property.

     

    “Synthetic Lease
Obligations” shall mean, with respect to any Person, the sum of (i) all
remaining rental obligations of such Person as lessee under Synthetic Leases
which are attributable to principal and, without duplication, (ii) all rental
and purchase price payment obligations of such Person under such Synthetic
Leases assuming such Person exercises the option to purchase the lease property
at the end of the lease term.

     

    “Taxes” shall mean any
and all present or future taxes, levies, imposts, duties, deductions, charges,
assessments or withholdings imposed by any Governmental Authority, including any
interest, additions to tax or penalties applicable thereto.

     

    
      
         


      

      
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    “Telecommunications
Business” means the business of (a) transmitting or providing services
relating to the transmission of voice, video or data through transmission
facilities, (b) leasing of fiber optic infrastructure or related facilities, (c)
constructing, creating, developing or producing communications networks, related
network transmission, equipment, software, devices and content for use in a
communications or content distribution business or (d) evaluating, participating
or pursuing any other activity or opportunity that is primarily related to (a),
(b) or (c) above.

     

     “Term Loan Amendment”
has the meaning assigned to such term in Section
2.24(b).

     

    “Term Loan Lender”
means a Lender with an outstanding Term Loan.

     

    “Term Loan” means one
or more term loans extended to the Borrowers pursuant to Section
2.24.

     

    “Term Loan Maturity
Date” means, with respect to Term Loans of any Class, the earlier of (i)
date specified as the scheduled final maturity date of the Term Loans of such
Class in the applicable Term Loan Amendment and (ii) the date on which the
principal amount of all such outstanding Term Loans have been declared or
automatically have become due and payable (whether by acceleration or
otherwise).

     

    “Term Note” shall mean
a promissory note of the Borrowers payable to the order of a requesting Term
Loan Lender in connection with a Term Loan Amendment.

     

    “Treasury Management
Obligations” shall mean, collectively, all obligations and other
liabilities of any Loan Parties pursuant to any agreements governing the
provision to such Loan Parties of treasury or cash management services,
including deposit accounts, funds transfer, purchasing card services (including
corporate card agreements and programs and travel and entertainment card
agreements and programs), automated clearing house, zero balance accounts,
returned check concentration, controlled disbursement, lockbox, account
reconciliation and reporting and trade finance services.

     

    “Type”, when used in
reference to a Loan or Borrowing, refers to whether the rate of interest on such
Loan, or on the Loans comprising such Borrowing, is determined by reference to
the Adjusted LIBO Rate or the Base Rate.

     

    “UCC” means the
Uniform Commercial Code as in effect in any applicable
jurisdiction.

     

    “Uncertificated Securities
Control Agreement” means an agreement in form and substance satisfactory
to the Administrative Agent among the Administrative Agent, a Loan Party and a
pledgor of uncertificated securities which provides the Administrative Agent
with “control” (as such term is used in Articles 8 and 9 of the UCC) of such
uncertificated securities (as defined in the UCC).

     

    
      
         


      

      
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     “Withdrawal Liability”
shall mean liability to a Multiemployer Plan as a result of a complete or
partial withdrawal from such Multiemployer Plan, as such terms are defined in
Part I of Subtitle E of Title IV of ERISA.

     

    “Yield Differential”
has the meaning assigned to such term in Section
2.24(b).

     

    Section
1.2.    Classifications of Loans and
Borrowings.   For
purposes of this Agreement, Loans may be classified and referred to by Class
(e.g. a “Revolving Loan” or “Term Loan”) or by Type (e.g. a “Eurodollar Loan” or
“Base Rate Loan”) or by Class and Type (e.g. “Revolving Eurodollar
Loan”).  Borrowings also may be classified and referred to by Class
(e.g. “Revolving Borrowing”) or by Type (e.g. “Eurodollar Borrowing”) or by
Class and Type (e.g. “Revolving Eurodollar Borrowing”).

     

    Section
1.3.    Accounting Terms and
Determination.   Unless
otherwise defined or specified herein, all accounting terms used herein shall be
interpreted, all accounting determinations hereunder shall be made, and all
financial statements required to be delivered hereunder shall be prepared, in
accordance with GAAP as in effect from time to time, applied on a basis
consistent with the most recent audited consolidated financial statements of
AboveNet and its Subsidiaries delivered pursuant to Section 5.1(a) (or,
if no such financial statements have been delivered, on a basis consistent with
the audited consolidated financial statements of AboveNet and its Subsidiaries
last delivered to the Administrative Agent in connection with this Agreement);
provided, that
if the Borrowers notify the Administrative Agent that the Borrowers wish to
amend any covenant in ARTICLE V (other than
Section 5.1),
ARTICLE VI,
ARTICLE VII or
ARTICLE VIII to
eliminate the effect of any change in GAAP on the operation of such covenant (or
if the Administrative Agent notifies the Borrowers that the Required Lenders
wish to amend ARTICLE
V (other than Section 5.1), ARTICLE VI, ARTICLE VII or ARTICLE VIII for such
purpose), then the Borrowers’ compliance with such covenant shall be determined
on the basis of GAAP in effect immediately before the relevant change in GAAP
became effective, until either such notice is withdrawn or such covenant is
amended in a manner satisfactory to the Borrowers and the Required
Lenders.  Furthermore, the Borrowers hereby agree that any election
pursuant to FASB Statement No. 159 shall be disregarded for all purposes of this
Agreement, including, without limitation, for calculating financial ratios
herein and determining compliance with the financial covenants
herein.

     

    
      
        
        

      

      
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    Section
1.4.    Terms
Generally.   The
definitions of terms herein shall apply equally to the singular and plural forms
of the terms defined.  Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter
forms.  The words “include”, “includes” and “including” shall be
deemed to be followed by the phrase “without limitation”.  The word
“will” shall be construed to have the same meaning and effect as the word
“shall”.  In the computation of periods of time from a specified date
to a later specified date, the word “from” means “from and including” and the
word “to” means “to but excluding”.  Unless the context requires
otherwise (i) any definition of or reference to any agreement, instrument or
other document herein shall be construed as referring to such agreement,
instrument or other document as it was originally executed or as it may from
time to time be amended, restated, supplemented or otherwise modified (subject
to any restrictions on such amendments, supplements or modifications set forth
herein), (ii) any reference herein to any Person shall be construed to include
such Person’s successors and permitted assigns, (iii) the words “hereof”,
“herein” and “hereunder” and words of similar import shall be construed to refer
to this Agreement as a whole and not to any particular provision hereof, (iv)
all references to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles, Sections, Exhibits and Schedules to this
Agreement; (v) any reference to any law or regulation herein shall, unless
otherwise specified, refer to such law or regulation as amended, modified or
supplemented from time to time and (vi) the words “asset” and “property” shall
be construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.  To the extent that a representation or
warranty contained in ARTICLE IV under this
Agreement is qualified by “Material Adverse Effect”, then the qualifier “in all
material respects” contained in Section 3.2(b) and
the qualifier “in any material respect” contained in Section 8.1(c) shall
not apply.  Unless otherwise indicated, all references to time are
references to Eastern Standard Time or Eastern Daylight Savings Time, as the
case may be.  Unless otherwise expressly provided herein, all
references to dollar amounts shall mean Dollars.

     

    ARTICLE
II

     

    AMOUNT AND TERMS OF THE
COMMITMENTS

     

    Section
2.1.    General Description of
Credit Facility.   Subject
to and upon the terms and conditions herein set forth, (i) the Lenders
hereby establish in favor of the Borrowers a revolving credit facility pursuant
to which each Lender severally agrees (to the extent of such Lender’s Revolving
Commitment) to make Revolving Loans to the Borrowers in accordance with Section 2.2, (ii) the
Issuing Bank agrees to issue Letters of Credit in accordance with Section 2.21, (iii)
the Swingline Lender agrees to make Swingline Loans in accordance with Section 2.4, and (iv)
each Lender agrees to purchase a participation interest in the Letters of Credit
and the Swingline Loans pursuant to the terms and conditions hereof; provided, that in no
event shall the aggregate principal amount of all outstanding Revolving Loans,
Swingline Loans and outstanding LC Exposure exceed at any time the Aggregate
Revolving Commitment Amount from time to time in effect.

     

    Section
2.2.    Revolving
Loans.   Subject
to the terms and conditions set forth herein, each Lender severally agrees to
make Revolving Loans, ratably in proportion to its Pro Rata Share, to the
Borrowers, from time to time during the Availability Period, in
an aggregate principal amount outstanding at any time that will not result in
(a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving
Commitment or (b) the sum of the aggregate Revolving Credit Exposures of all
Lenders exceeding the Aggregate Revolving Commitment Amount.  During
the Availability Period, the Borrowers shall be entitled to borrow, prepay and
reborrow Revolving Loans in accordance with the terms and conditions of this
Agreement; provided, that the
Borrowers may not borrow or reborrow should there exist a Default or Event of
Default.

     

    
      
         


      

      
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    Section
2.3.    Procedure for Revolving
Borrowings.   The
Borrowers shall give the Administrative Agent written notice (or telephonic
notice promptly confirmed in writing) of each Revolving Borrowing substantially
in the form of Exhibit
2.3 (a “Notice
of Revolving Borrowing”) (x) prior to 11:00 a.m. one (1) Business Day
prior to the requested date of each Base Rate Borrowing and (y) prior to 11:00
a.m. three (3) Business Days prior to the requested date of each Eurodollar
Borrowing.  Each Notice of Revolving Borrowing shall be irrevocable
and shall specify:
(i) the aggregate principal amount of such Borrowing, (ii) the date of such
Borrowing (which shall be a Business Day), (iii) the Type of such Revolving Loan
comprising such Borrowing and (iv) in the case of a Eurodollar Borrowing, the
duration of the initial Interest Period applicable thereto (subject to the
provisions of the definition of Interest Period).  Each Revolving
Borrowing shall consist entirely of Base Rate Loans or Eurodollar Loans, as the
Borrowers may request.  The aggregate principal amount of each
Eurodollar Borrowing shall be not less than $5,000,000 or a larger multiple of
$1,000,000, and the aggregate principal amount of each Base Rate Borrowing shall
not be less than $1,000,000 or a larger multiple of $100,000; provided, that Base
Rate Loans made pursuant to Section 2.4 or Section 2.21(d) may
be made in lesser amounts as provided therein.  At no time shall the
total number of Eurodollar Borrowings outstanding at any time exceed five
(5).  Promptly following the receipt of a Notice of Revolving
Borrowing in accordance herewith, the Administrative Agent shall advise each
Lender of the details thereof and the amount of such Lender’s Revolving Loan to
be made as part of the requested Revolving Borrowing.

     

    Section
2.4.    Swingline
Commitment.

     

    (a)           Subject
to the terms and conditions set forth herein, the Swingline Lender agrees to
make Swingline Loans to the Borrowers, from time to time during the Availability
Period, in an aggregate principal amount outstanding at any time not to exceed
the lesser of (i) the Swingline Commitment then in effect and (ii) the
difference between the Aggregate Revolving Commitment Amount and the aggregate
Revolving Credit Exposures of all Lenders; provided, that the
Swingline Lender shall not be required to make a Swingline Loan to refinance an
outstanding Swingline Loan.  The Borrowers shall be entitled to
borrow, repay and reborrow Swingline Loans in accordance with the terms and
conditions of this Agreement.

     

    (b)           The
Borrowers shall give the Administrative Agent written notice (or telephonic
notice promptly confirmed in writing) of each Swingline Borrowing substantially
in the form of Exhibit
2.4 attached hereto (“Notice of Swingline
Borrowing”) prior to 10:00 a.m. on the requested date of each Swingline
Borrowing.  Each Notice of Swingline Borrowing shall be irrevocable
and shall specify: (i) the principal amount of such Swingline Loan, (ii) the
date of such Swingline Loan (which shall be a Business Day), (iii) the duration
of the Interest Period applicable thereto and (iv) the account of any Borrower
to which the proceeds of such Swingline Loan should be credited.  The
Administrative Agent will promptly advise the Swingline Lender of each Notice of
Swingline Borrowing.  Each Swingline Loan shall accrue interest at the
Base Rate plus the Applicable Margin.  The aggregate principal amount
of each Swingline Loan shall be not less than $100,000 or a larger
multiple of $50,000, or such other minimum amounts agreed to by the Swingline
Lender and the Borrowers.  The Swingline Lender will make the proceeds
of each Swingline Loan available to the Borrowers in Dollars in immediately
available funds at the account specified by the Borrowers in the applicable
Notice of Swingline Borrowing not later than 1:00 p.m. on the requested date of
such Swingline Loan.

     

    
      
         


      

      
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    (c)           The
Swingline Lender, at any time and from time to time in its sole discretion, may,
on behalf of the Borrowers (which hereby irrevocably authorize and direct the
Swingline Lender to act on their behalf), give a Notice of Revolving Borrowing
to the Administrative Agent requesting the Lenders (including the Swingline
Lender) to make Base Rate Loans in an amount equal to the unpaid principal
amount of any Swingline Loan.  Each Lender will make the proceeds of
its Base Rate Loan included in such Borrowing available to the Administrative
Agent for the account of the Swingline Lender in accordance with Section 2.5, which
will be used solely for the repayment of such Swingline Loan.

     

    (d)           If
for any reason a Base Rate Borrowing may not be (as determined in the sole
discretion of the Administrative Agent), or is not, made in accordance with the
foregoing provisions, then each Lender (other than the Swingline Lender) shall
purchase an undivided participating interest in such Swingline Loan in an amount
equal to its Pro Rata Share thereof on the date that such Base Rate Borrowing
should have occurred.  On the date of such required purchase, each
Lender shall promptly transfer, in immediately available funds, the amount of
its participating interest to the Administrative Agent for the account of the
Swingline Lender.

     

    (e)           Each
Lender’s obligation to make a Base Rate Loan pursuant to Section 2.4(c) or to
purchase the participating interests pursuant to Section 2.4(d) shall
be absolute and unconditional and shall not be affected by any circumstance,
including without limitation (i) any setoff, counterclaim, recoupment, defense
or other right that such Lender or any other Person may have or claim against
the Swingline Lender, the Borrowers or any other Person for any reason
whatsoever, (ii) the existence of a Default or an Event of Default or the
termination of any Lender’s Revolving Commitment, (iii) the existence (or
alleged existence) of any event or condition which has had or could reasonably
be expected to have a Material Adverse Effect, (iv) any breach of this Agreement
or any other Loan Document by the Borrowers (or any of them), the Administrative
Agent or any Lender or (v) any other circumstance, happening or event
whatsoever, whether or not similar to any of the foregoing.  If such
amount is not in fact made available to the Swingline Lender by any Lender, the
Swingline Lender shall be entitled to recover such amount on demand from such
Lender, together with accrued interest thereon for each day from the date of
demand thereof (i) at the Federal Funds Rate until the second Business Day after
such demand and (ii) at the Base Rate at all times thereafter.  Until
such time as such Lender makes its required payment, the Swingline Lender shall
be deemed to continue to have outstanding Swingline Loans in the amount of the
unpaid participation for all purposes of the Loan Documents.  In
addition, such Lender shall be deemed to have assigned any and all payments made
of principal and interest on its Loans and any other amounts due to it
hereunder, to the Swingline Lender to fund the amount of such Lender’s
participation interest in such Swingline Loans that such Lender failed to fund
pursuant to this Section 2.4, until
such amount has been purchased in full.

     

    Section
2.5.    Funding of
Borrowings.


    (a)           Each
Lender will make available each Loan to be made by it hereunder on the proposed
date thereof by wire transfer in immediately available funds by 11:00 a.m. to
the Administrative Agent at the Payment Office; provided, that the Swingline
Loans will be made as set forth in Section
2.4.  The Administrative Agent will make such Loans available
to the Borrowers by promptly crediting the amounts that it receives, in like
funds by the close of business on such proposed date, to an account maintained
by the Borrowers (or any designated Borrower) with the Administrative Agent or
at the Borrowers’ option, by effecting a wire transfer of such amounts to an
account designated by the Borrowers to the Administrative Agent.

     

    
      
        
        

      

      
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    (b)           Unless
the Administrative Agent shall have been notified by any Lender prior to 5:00
p.m. one (1) Business Day prior to the date of a Borrowing in which such Lender
is to participate that such Lender will not make available to the Administrative
Agent such Lender’s share of such Borrowing, the Administrative Agent may assume
that such Lender has made such amount available to the Administrative Agent on
such date, and the Administrative Agent, in reliance on such assumption, may
make available to the Borrowers on such date a corresponding
amount.  If such corresponding amount is not in fact made available to
the Administrative Agent by such Lender on the date of such Borrowing, the
Administrative Agent shall be entitled to recover such corresponding amount on
demand from such Lender together with interest at the Federal Funds Rate until
the second Business Day after such demand and thereafter at the Base
Rate.  If such Lender does not pay such corresponding amount forthwith
upon the Administrative Agent’s demand therefor, the Administrative Agent shall
promptly notify the Borrowers, and the Borrowers shall immediately pay such
corresponding amount to the Administrative Agent together with interest at the
rate specified for such Borrowing.  Nothing in this subsection shall
be deemed to relieve any Lender from its obligation to fund its Pro Rata Share
of any Borrowing hereunder or to prejudice any rights which the Borrowers may
have against any Lender as a result of any default by such Lender
hereunder.

     

    (c)           All
Revolving Borrowings shall be made by the Lenders on the basis of their
respective Pro Rata Shares.  No Lender shall be responsible for any
default by any other Lender in its obligations hereunder, and each Lender shall
be obligated to make its Loans provided to be made by it hereunder, regardless
of the failure of any other Lender to make its Loans hereunder.

     

    Section
2.6.    Interest
Elections.

     

    (a)           Each
Borrowing initially shall be of the Type specified in the applicable Notice of
Borrowing, and in the case of a Eurodollar Borrowing, shall have an initial
Interest Period as specified in such Notice of Borrowing.  Thereafter,
the Borrowers may elect to convert such Borrowing into a different Type or to
continue such Borrowing, and in the case of a Eurodollar Borrowing, may elect
Interest Periods therefor, all as provided in this Section
2.6.  The Borrowers may elect different options with respect to
different portions of the affected Borrowing, in which case each such portion
shall be allocated ratably among the Lenders holding Loans comprising such
Borrowing, and the Loans comprising each such portion shall be considered a
separate Borrowing.  This Section shall NOT apply to Swingline
Borrowings, which may not be converted or continued.


    (b)           To
make an election pursuant to this Section 2.6, the
Borrowers shall give the Administrative Agent prior written notice (or
telephonic notice promptly confirmed in writing) of each Borrowing substantially
in the form of Exhibit
2.6 attached hereto (a “Notice of
Conversion/Continuation”) that is to be converted or continued, as the
case may be, (x) prior to 10:00 a.m. one (1) Business Day prior to the requested
date of a conversion into a Base Rate Borrowing and (y) prior to 11:00 a.m.
three (3) Business Days prior to a continuation of or conversion into a
Eurodollar Borrowing.  Each such Notice of Conversion/Continuation
shall be irrevocable and shall specify (i) the Borrowing to which such Notice of
Conversion/Continuation applies and if different options are being elected with
respect to different portions thereof, the portions thereof that are to be
allocated to each resulting Borrowing (in which case the information to be
specified pursuant to clauses (iii) and (iv) shall be specified for each
resulting Borrowing); (ii) the effective date of the election made pursuant to
such Notice of Conversion/Continuation, which shall be a Business Day, (iii)
whether the resulting Borrowing is to be a Base Rate Borrowing or a Eurodollar
Borrowing; and (iv) if the resulting Borrowing is to be a Eurodollar Borrowing,
the Interest Period applicable thereto after giving effect to such election,
which shall be a period contemplated by the definition of “Interest
Period”.  If any such Notice of Conversion/Continuation requests a
Eurodollar Borrowing but does not specify an Interest Period, the Borrowers
shall be deemed to have selected an Interest Period of one month.  The
principal amount of any resulting Borrowing shall satisfy the minimum borrowing
amount for Eurodollar Borrowings and Base Rate Borrowings set forth in Section
2.3.

     

    
      
        
        

      

      
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    (c)           If,
on the expiration of any Interest Period in respect of any Eurodollar Borrowing,
the Borrowers shall have failed to deliver a Notice of Conversion/ Continuation,
then, unless such Borrowing is repaid as provided herein, the Borrowers shall be
deemed to have elected to convert such Borrowing to a Base Rate
Borrowing.  No Borrowing may be converted into, or continued as, a
Eurodollar Borrowing if a Default or an Event of Default exists, unless the
Administrative Agent and each of the Lenders shall have otherwise consented in
writing.   No conversion of any Eurodollar Loans shall be
permitted except on the last day of the Interest Period in respect
thereof.

     

    (d)           Upon
receipt of any Notice of Conversion/Continuation, the Administrative Agent shall
promptly notify each Lender of the details thereof and of such Lender’s portion
of each resulting Borrowing.

     

    Section
2.7.    Optional Reduction and
Termination of Commitments.

     

    (a)           Unless
previously terminated, all Revolving Commitments, Swingline Commitments and LC
Commitments shall terminate on the Revolving Commitment Termination
Date.

     

    (b)           Upon
at least three (3) Business Days’ prior written notice (or telephonic notice
promptly confirmed in writing) to the Administrative Agent (which notice shall
be irrevocable), the Borrowers may reduce the Aggregate Revolving Commitments in
part or terminate the Aggregate Revolving Commitments in whole; provided, that (i)
any partial reduction shall apply to reduce proportionately and permanently the
Revolving Commitment of each Lender, (ii) any partial reduction pursuant to this
Section 2.7
shall be in an amount of at least $5,000,000 and any larger multiple of
$1,000,000, and (iii) no such reduction shall be permitted which would reduce
the Aggregate Revolving Commitment Amount to an amount less than the outstanding
Revolving Credit Exposures of all Lenders.  Any such reduction in the
Aggregate Revolving Commitment Amount below the principal amount of the
Swingline Commitment or the LC Commitment shall result in a dollar-for-dollar
reduction (rounded to the next lowest integral multiple of $100,000) in the
Swingline Commitment and the LC Commitment.  Any reduction or
termination of Revolving Commitments pursuant to this Section shall not be
subject to reinstatement (other than increases pursuant to Section
2.24).  The Administrative Agent will promptly notify the
Lenders upon receipt of any written request by the Borrowers to reduce or
terminate the Aggregate Revolving Commitments pursuant to this
Section.

     

    
      
         


      

      
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    (c)           With
the written approval of the Administrative Agent, the Borrowers may terminate
(on a non-ratable basis) the unused amount of the Revolving Commitment of a
Defaulting Lender upon not less than five (5) Business Days’ prior notice to the
Administrative Agent (which will promptly notify the Lenders thereof), and in
such event the provisions of Section 2.23 will
apply to all amounts thereafter paid by the Borrowers for the account of any
such Defaulting Lender under this Agreement (whether on account of principal,
interest, fees, indemnity or other amounts), provided that such
termination will not be deemed to be a waiver or release of any claim the
Borrowers, the Administrative Agent, the Issuing Bank, the Swingline Lender or
any Lender may have against such Defaulting Lender.

     

    Section
2.8.    Repayment of
Loans.

     

    (a)           The
outstanding principal amount of all Revolving Loans shall be due and payable
(together with accrued and unpaid interest thereon) on the Revolving Commitment
Termination Date.

     

    (b)           The
principal amount of each Swingline Borrowing shall be due and payable (together
with accrued and unpaid interest thereon) on the earlier of (i) the last day of
the Interest Period applicable to such Borrowing and (ii) the Revolving
Commitment Termination Date.

     

    (c)           The
Borrower unconditionally promises to pay to the Administrative Agent for the
account of the applicable Term Loan Lender of any Class of Term Loans the then
unpaid principal amount of each Term Loan of such Class as provided in the
applicable Term Loan Amendment.

    


    Section
2.9.    Evidence of
Indebtedness.

     

    (a)           Each
Lender shall maintain in accordance with its usual practice appropriate records
evidencing the Indebtedness of the Borrowers to such Lender resulting from each
Loan made by such Lender from time to time, including the amounts of principal
and interest payable thereon and paid to such Lender from time to time under
this Agreement.  The Administrative Agent shall maintain appropriate records in which shall be
recorded (i) the Revolving Commitment of each Lender, (ii) the amount of each
Loan made hereunder by each Lender, the Class and Type thereof and the Interest
Period applicable thereto, (iii) the date of each continuation thereof pursuant
to Section 2.6,
(iv) the date of each conversion of all or a portion thereof to another Type
pursuant to Section
2.6, (v) the date and amount of any principal or interest due and payable
or to become due and payable from the Borrowers to each Lender hereunder in
respect of such Loans and (vi) both the date and amount of any sum received by
the Administrative Agent hereunder from the Borrowers in respect of the Loans
and each Lender’s Pro Rata Share thereof.  The entries made in such
records shall be prima facie
evidence of the existence and amounts of the obligations of the Borrowers
therein recorded; provided, that the
failure or delay of any Lender or the Administrative Agent in maintaining or
making entries into any such record or any error therein shall not in any manner
affect the obligation of the Borrowers to repay the Loans (both principal and
unpaid accrued interest) of such Lender in accordance with the terms of this
Agreement.

     

    
      
         


      

      
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    (b)           At
the written request of any Lender (including the Swingline Lender) at any time,
the Borrowers agree that they will execute and deliver to such Lender a
Revolving Credit Note and/or a Term Note and, in the case of the Swingline
Lender only, a Swingline Note, payable to the order of such Lender.

     

    Section
2.10.    Optional
Prepayments.   The
Borrowers shall have the right at any time and from time to time to prepay any
Borrowing, in whole or in part, without premium or penalty, by giving
irrevocable written notice (or telephonic notice promptly confirmed in writing)
to the Administrative Agent no later than (i) in the case of prepayment of any
Eurodollar Borrowing, 11:00 a.m. not less than three (3) Business Days prior to
any such prepayment, (ii) in the case of any prepayment of any Base Rate
Borrowing, not less than one Business Day prior to the date of such prepayment,
and (iii) in the case of Swingline Borrowings, prior to 11:00 a.m. on the date
of such prepayment.  Each such notice shall be irrevocable and shall
specify the proposed date of such prepayment and the principal amount of each
Borrowing or portion thereof to be prepaid.  Upon receipt of any such
notice, the Administrative Agent shall promptly notify each affected Lender of
the contents thereof and of such Lender’s Pro Rata Share of any such
prepayment.  If such notice is given, the aggregate amount specified
in such notice shall be due and payable on the date designated in such notice,
together with accrued interest to such date on the amount so prepaid in
accordance with Section 2.13(e);
provided, that
if a Eurodollar Borrowing is prepaid on a date other than the last day of an
Interest Period applicable thereto, the Borrowers shall also pay all amounts
required pursuant to Section
2.18.  Each partial prepayment of any Loan (other than a
Swingline Loan) shall be in an amount that would be permitted in the case of an
advance of a Revolving Borrowing of the same Type pursuant to Section 2.2 or in the
case of a Swingline Loan pursuant to Section
2.4.  Each prepayment of a Borrowing shall be applied ratably
to the Loans comprising such Borrowing, and in the case of a prepayment of a
Term Loan Borrowing, to principal installments in inverse order of
maturity.

     

    Section
2.11.    Mandatory
Prepayments.


    (a)           Immediately
upon receipt by the Borrowers or any of their Domestic Subsidiaries of cash
proceeds of any Disposition by a Borrower or such Subsidiary of any of its
property or assets (other than a Disposition permitted by Section 7.6(a) or
(b)) and/or cash proceeds of any insurance policies (but only to the
extent such insurance proceeds exceed $1,000,000 per occurrence or $3,000,000 in
the aggregate in any Fiscal Year) and condemnation awards paid to the Borrower
or such Subsidiary, the Borrowers shall prepay the Loans in an amount equal to
50% of such proceeds, net of commissions and other reasonable and customary
transaction costs, fees and expenses properly attributable to such transaction
or event and payable by such Borrower or Subsidiary in connection therewith, in
each case, paid to non-Affiliates (such net proceeds, “Net Cash Proceeds”);
provided, that,
if at the time of the receipt of such Net Cash Proceeds no Default or Event of
Default has occurred and is continuing and AboveNet delivers to the
Administrative Agent a certificate, executed by a Responsible Officer of
AboveNet, that it intends within one hundred and eighty (180) days after receipt
thereof to use all of such Net Cash Proceeds to purchase assets used or useful
in the businesses of the Borrowers and their Domestic Subsidiaries, then the
applicable Borrower or Domestic Subsidiary shall be authorized to purchase such
assets; provided, further, that (i) the
Net Cash Proceeds set forth in this clause (a) shall be
held in a Blocked Account until such time as such Net Cash Proceeds are used to
purchase such assets or are applied to the Obligations upon the occurrence of
any Default or Event of Default, as the case may be, (ii) any such Net Cash
Proceeds not so used within such one hundred and eighty (180) day period shall,
on the first Business Day immediately following such period, be applied as a
prepayment in accordance with clause (b) below and
(iii) any assets so acquired shall be subject to a first priority security
interest under the Security Documents.

     

    
      
        
        

      

      
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    (b)           Any
prepayments made by the Borrowers pursuant to Section 2.11(a) shall
be applied by the Administrative Agent as follows: first, to the
principal balance of, and all accrued interest on, the Swingline Loans, until
the same shall have been paid in full, to the Swingline Lender; second, except as
otherwise provided in the Term Loan Amendment, to the principal balance of, and
all accrued interest on, the Term Loans (if any), until the same shall have been
paid in full, pro rata to the Term Loan Lenders based on the outstanding
principal amount of Term Loans then held by such Lenders; third, to the
principal balance of, and all accrued interest on, the Revolving Loans, until
the same shall have been paid in full, pro rata to the Lenders based on their
respective Revolving Commitments and fourth, to Cash
Collateralize the Letters of Credit in accordance with Section 2.21(g) in an
amount in cash equal to the LC Exposure as of such date plus any accrued and
unpaid fees thereon.  The Revolving Commitments of the Lenders shall
not be permanently reduced by the amount of any prepayments made pursuant to
this clause (b)
so long as no Event of Default has occurred and is continuing at the time of
such prepayment.

     

    (c)           If
at any time the Revolving Credit Exposure of all Lenders exceeds the Aggregate
Revolving Commitment Amount, as reduced pursuant to Section 2.7 or
otherwise, the Borrowers shall immediately repay Swingline Loans and Revolving
Loans in an amount equal to such excess, together with all accrued and unpaid
interest on such excess amount and any amounts due under Section
2.18.  Each prepayment shall be applied first to the Swingline
Loans to the full extent thereof, second to the Base Rate Loans to the full
extent thereof, and finally to Eurodollar Loans to the full extent
thereof.  If after giving effect to prepayment of all Swingline Loans
and Revolving Loans, the Revolving Credit Exposure of all Lenders exceeds the
Aggregate Revolving Commitment Amount, the Borrowers shall Cash Collateralize
their reimbursement obligations with respect to the Letters of Credit by
depositing cash collateral in an amount equal to such excess plus any accrued
and unpaid fees thereon.  Such account shall be administered in
accordance with Section
2.21(g).

     

    Section
2.12.    Interest on
Loans.

     

    (a)           The
Borrowers shall pay interest on each Base Rate Loan at the Base Rate in effect
from time to time and on each Eurodollar Loan at the Adjusted LIBO Rate for the
applicable Interest Period in effect for such Loan, plus, in each case, the
Applicable Margin in effect from time to time.

     

    (b)           The
Borrowers shall pay interest on each Swingline Loan at the Base Rate plus the Applicable Margin in
effect from time to time.

     

    (c)           Notwithstanding
clauses (a) and (b) above, if an Event of Default has occurred and is
continuing, at the option of the Required Lenders, and after acceleration, the
Borrowers shall pay interest (“Default Interest”)
with respect to all Eurodollar Loans at the rate per annum equal to 2.0% above
the otherwise applicable interest rate for such Eurodollar Loans for the
then-current Interest Period until the last day of such Interest Period, and
thereafter, and with respect to all Base Rate Loans and all other Obligations
hereunder (other than Loans), at the rate per annum equal to 2.0% above the
otherwise applicable interest rate for Base Rate Loans.

     

    
      
        
        

      

      
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    (d)           Interest
on the principal amount of all Loans shall accrue from and including the date
such Loans are made to but excluding the date of any repayment
thereof.  Interest on all outstanding Base Rate Loans shall be payable
quarterly in arrears on the last day of each March, June, September and December
and on the Revolving Commitment Termination Date or the Term Loan Maturity Date,
as the case may be.  Interest on all outstanding Eurodollar Loans
shall be payable on the last day of each Interest Period applicable thereto,
and, in the case of any Eurodollar Loans having an Interest Period in excess of
three months or 90 days, respectively, on each day which occurs every three
months or 90 days, as the case may be, after the initial date of such Interest
Period, and on the Revolving Commitment Termination Date.  Interest on
each Swingline Loan shall be payable on the maturity date of such Loan, which
shall be the last day of the Interest Period applicable thereto, and on the
Revolving Commitment Termination Date.  Interest on any Loan which is
converted into a Loan of another Type or which is repaid or prepaid shall be
payable on the date of such conversion or on the date of any such repayment or
prepayment (on the amount repaid or prepaid) thereof.  All Default
Interest shall be payable on demand.

     

    (e)           The
Administrative Agent shall determine each interest rate applicable to the Loans
hereunder and shall promptly notify the Borrowers and the Lenders of such rate
in writing (or by telephone, promptly confirmed in writing).  Any such
determination shall be conclusive and binding for all purposes, absent manifest
error.

     

    Section
2.13.    Fees.

     

    (a)           The
Borrowers shall pay to the Administrative Agent for its own account fees in the
amounts and at the times previously agreed upon in writing by AboveNet and the
Administrative Agent.

     

    (b)           The
Borrowers agree to pay to the Administrative Agent for the account of each
Lender a commitment fee, which shall accrue at the Applicable Percentage per
annum (determined daily in accordance with Schedule I) on the
daily amount of the unused Revolving Commitment of such Lender during the
Availability Period.  For purposes of computing commitment fees with
respect to the Revolving Commitments, the Revolving Commitment of each Lender
shall be deemed used to the extent of the outstanding Revolving Loans and LC
Exposure, but not Swingline Exposure, of such Lender.

     

    
      
         


      

      
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    (c)           The
Borrowers agree to pay (i) to the Administrative Agent, for the account of each
Lender, a letter of credit fee with respect to its participation in each Letter
of Credit, which shall accrue at a rate per annum equal to the Applicable Margin
for Eurodollar Loans then in effect on the average daily amount of such Lender’s
LC Exposure attributable to such Letter of Credit during the period from and
including the date of issuance of such Letter of Credit to but excluding the
date on which such Letter of Credit expires or is drawn in full (including
without limitation any LC Exposure that remains outstanding after the Revolving
Commitment Termination Date) and (ii) to the Issuing Bank for its own account a
fronting fee, which shall accrue at the rate of 0.25% per annum on the average
daily amount of the LC Exposure (excluding any portion thereof attributable to
unreimbursed LC Disbursements) during the Availability Period (or until the date
that such Letter of Credit is irrevocably cancelled, whichever is later), as
well as the Issuing Bank’s standard fees with respect to issuance, amendment,
renewal or extension of any Letter of Credit or processing of drawings
thereunder.  Notwithstanding the foregoing, if the Required Lenders
elect to increase the interest rate on the Loans to the Default Interest
pursuant to Section
2.12(c), the rate per annum used to calculate the letter of credit fee
pursuant to clause (i) above shall automatically be increased by an additional
2% per annum.

     

    (d)           The
Borrowers shall pay to the Administrative Agent, for the ratable benefit of each
Lender, the upfront fee previously agreed upon by AboveNet and the
Administrative Agent, if any, which shall be due and payable on the Closing
Date.

     

    (e)           Accrued
fees under paragraphs (b) and (c) above shall be payable quarterly in arrears on
the last day of each March, June, September and December, commencing on March
31, 2011 and on the Revolving Commitment Termination Date (and if later, the
date the Loans and LC Exposure shall be repaid in their entirety); provided further, that any
such fees accruing after the Revolving Commitment Termination Date shall be
payable on demand.

     

    (f)           Anything
herein to the contrary notwithstanding, during such period as a Lender is a
Defaulting Lender, such Defaulting Lender will not be entitled to any fees
accruing during such period pursuant to clauses (b) and (c) of this Section
(without prejudice to the rights of the Lenders other than Defaulting Lenders in
respect of such fees), or any amendment fees hereafter offered to any Lender,
and the pro rata payment provisions of Section 2.20 will
automatically be deemed adjusted to reflect the provisions of this Section;
provided that
(a) to the extent that a portion of the LC Exposure of a Defaulting Lender is
reallocated to the Non-Defaulting Lenders pursuant to clause (a)(i) of Section
2.23, such fees that would have accrued for the benefit of such Defaulting
Lender will instead accrue for the benefit of and be payable to such
Non-Defaulting Lenders, pro rata in accordance
with their respective Revolving Commitments and (b) to the extent any portion of
such LC Exposure cannot be so reallocated, such fees will instead accrue for the
benefit of and be payable to the Issuing Bank.

     

    Section
2.14.    Computation of Interest and
Fees.  Interest
hereunder based on the Administrative Agent’s prime lending rate shall be
computed on the basis of a year of 365 days (or 366 days in a leap year) and
paid for the actual number of days elapsed (including the first day but
excluding the last day).  All other computations of interest and fees
hereunder shall be made on the basis of a year of 360 days for the actual
number of days (including the first day but excluding the last day) occurring in
the period for which such interest or fees are payable (to the extent computed
on the basis of days elapsed).  Each determination by the
Administrative Agent of an interest amount or fee hereunder shall be made in
good faith and, except for manifest error, shall be final, conclusive and
binding for all purposes.

     

    Section
2.15.    Inability to Determine
Interest Rates. If prior
to the commencement of any Interest Period for any Eurodollar
Borrowing,

     

    
      
        
        

      

      
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    (i)            the
Administrative Agent shall have determined (which determination shall be
conclusive and binding upon the Borrowers) that, by reason of circumstances
affecting the relevant interbank market, adequate means do not exist for
ascertaining LIBOR for such Interest Period, or

     

    (ii)            the
Administrative Agent shall have received notice from the Required Lenders that
the Adjusted LIBO Rate does not adequately and fairly reflect the cost to such
Lenders of making, funding or maintaining their (or its, as the case may
be)  Eurodollar Loans for such Interest Period,

     

    the
Administrative Agent shall give written notice (or telephonic notice, promptly
confirmed in writing) to the Borrowers and to the Lenders as soon as practicable
thereafter.  Until the Administrative Agent shall notify the Borrowers
and the Lenders that the circumstances giving rise to such notice no longer
exist, (i) the obligations of the Lenders to make Eurodollar Revolving Loans or
to continue or convert outstanding Loans as or into Eurodollar Loans shall be
suspended and (ii) all such affected Loans shall be converted into Base Rate
Loans on the last day of the then current Interest Period applicable thereto
unless the Borrowers prepay such Loans in accordance with this
Agreement.  Unless the Borrowers notify the Administrative Agent at
least one Business Day before the date of any Eurodollar Revolving Borrowing for
which a Notice of Revolving Borrowing or Notice of Conversion/Continuation has
previously been given that it elects not to borrow on such date, then such
Revolving Borrowing shall be made as a Base Rate Borrowing.

     

    Section
2.16.    Illegality. 
If any
Change in Law shall make it unlawful or impossible for any Lender to make,
maintain or fund any Eurodollar Loan and such Lender shall so notify the
Administrative Agent, the Administrative Agent shall promptly give notice
thereof to the Borrowers and the other Lenders, whereupon until such Lender
notifies the Administrative Agent and the Borrowers that the circumstances
giving rise to such suspension no longer exist, the obligation of such Lender to
make Eurodollar Revolving Loans, or to continue or convert outstanding Loans as
or into Eurodollar Loans, shall be suspended.  In the case of the
making of a Eurodollar Revolving Borrowing, such Lender’s Revolving Loan shall
be made as a Base Rate Loan as part of the same Revolving Borrowing for the same
Interest Period and if the affected Eurodollar Loan is then outstanding, such
Loan shall be converted to a Base Rate Loan either (i) on the last day of the
then current Interest Period applicable to such Eurodollar Loan if such Lender
may lawfully continue to maintain such Loan to such date or (ii) immediately if
such Lender shall determine that it may not lawfully continue to maintain such
Eurodollar Loan to such date.  Notwithstanding the foregoing, the
affected Lender shall, prior to giving such notice to the Administrative Agent,
designate a different Applicable Lending Office if such designation would avoid
the need for giving such notice and if such designation would not otherwise be
disadvantageous to such Lender in the good faith exercise of its
discretion.

     

    Section
2.17.    Increased
Costs.

     

    (a)           If
any Change in Law shall:

     

    
      
         


      

      
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      (i)            impose,
modify or deem applicable any reserve, special deposit or similar requirement
that is not otherwise included in the determination of the Adjusted LIBO Rate
hereunder against assets of, deposits with or for the account of, or credit
extended or participated in by, any Lender (except any such reserve requirement
reflected in the Adjusted LIBO Rate) or the Issuing Bank; or

       

      (ii)           subject
any Lender or the Issuing Bank to any tax of any kind whatsoever with respect to
this Agreement, any Letter of Credit, any participation in a Letter of Credit or
any Eurodollar Loan made by it, or change the basis of taxation of payments to
such Lender or the Issuing Bank in respect thereof (except for Indemnified Taxes
or Other Taxes covered by Section 2.19 and the
imposition of, or any change in the rate of, any Excluded Tax payable by such
Lender or the Issuing Bank); or

       

      (iii)          impose
on any Lender or on the Issuing Bank or the eurodollar interbank market any
other condition, cost or expense affecting this Agreement or any Eurodollar
Loans made by such Lender or any Letter of Credit or any participation
therein;

       

      and the
result of any of the foregoing is to increase the cost to such Lender of making,
converting into, continuing or maintaining a Eurodollar Loan or to increase the
cost to such Lender or the Issuing Bank of participating in or issuing any
Letter of Credit or to reduce the amount received or receivable by such Lender
or the Issuing Bank hereunder (whether of principal, interest or any other
amount), then the Borrowers shall promptly pay, upon written notice from and
demand by such Lender to the Borrowers (with a copy of such notice and demand to
the Administrative Agent), to the Administrative Agent for the account of such
Lender, within 10 Business Days after the date of such notice and demand,
additional amount or amounts sufficient to compensate such Lender or the Issuing
Bank, as the case may be, for such additional costs incurred or reduction
suffered.

      


      (b)           If
any Lender or the Issuing Bank shall have determined that on or after the date
of this Agreement any Change in Law regarding capital requirements has or would
have the effect of reducing the rate of return on such Lender’s or the Issuing
Bank’s capital (or on the capital of the Parent Company of such Lender or the
Issuing Bank) as a consequence of its obligations hereunder or under or in
respect of any Letter of Credit to a level below that which such Lender, the
Issuing Bank or the Parent Company of such Lender or the Issuing Bank could have
achieved but for such Change in Law (taking into consideration such Lender’s or
the Issuing Bank’s policies or the policies of the Parent Company of such Lender
or the Issuing Bank with respect to capital adequacy), then, from time to time,
within five (5) Business Days after receipt by the Borrowers of written demand
by such Lender (with a copy thereof to the Administrative Agent), the Borrowers
shall pay to such Lender such additional amounts as will compensate such Lender,
the Issuing Bank or the Parent Company of such Lender or the Issuing Bank for
any such reduction suffered.

       

      (c)           A
certificate of a Lender or the Issuing Bank setting forth the amount or amounts
necessary to compensate such Lender, the Issuing Bank or the Parent Company of
such Lender or the Issuing Bank, as the case may be, specified in paragraph (a)
or (b) of this Section
2.17 shall be delivered to the Borrowers (with a copy to the
Administrative Agent) and shall be conclusive, absent manifest
error.  The Borrowers shall pay any such Lender or the Issuing Bank,
as the case may be, such amount or amounts within 10 days after receipt
thereof.

       

      
        
           


        

        
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      (d)           Failure
or delay on the part of any Lender or the Issuing Bank to demand compensation
pursuant to this Section 2.17 shall
not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand
such compensation; provided, that the
Borrowers shall not be required to compensate a Lender or the Issuing Bank under
this Section
2.17 for any increased costs or reductions incurred more than 270 days
prior to the date that such Lender or the Issuing Bank notifies the Borrowers of
such increased costs or reductions and of such Lender’s or the Issuing Bank’s
intention to claim compensation therefor; and provided further, that if the
Change in Law giving rise to such increased costs or reductions is retroactive,
then such 270 day period shall be extended to include the period of such
retroactive effect.

       

      Section
2.18.              Funding
Indemnity.     In the
event of (a) the payment of any principal of a Eurodollar Loan other than on the
last day of the Interest Period applicable thereto (including as a result of an
Event of Default), (b) the conversion or continuation of a Eurodollar Loan other
than on the last day of the Interest Period applicable thereto, or (c) the
failure by the Borrowers to borrow, prepay, convert or continue any Eurodollar
Loan on the date specified in any applicable notice (regardless of whether such
notice is withdrawn or revoked), then, in any such event, the Borrowers shall
compensate each Lender, within five (5) Business Days after written demand from
such Lender, for any loss, cost or expense attributable to such
event.  In the case of a Eurodollar Loan, such loss, cost or expense
shall be deemed to include an amount determined by such Lender to be the excess,
if any, of (A) the amount of interest that would have accrued on the principal
amount of such Eurodollar Loan if such event had not occurred at the Adjusted
LIBO Rate applicable to such Eurodollar Loan for the period from the date of
such event to the last day of the then current Interest Period therefor (or in
the case of a failure to borrow, convert or continue, for the period that would
have been the Interest Period for such Eurodollar Loan) over (B) the amount of
interest that would accrue on the principal amount of such Eurodollar Loan for
the same period if the Adjusted LIBO Rate were set on the date such Eurodollar
Loan was prepaid or converted or the date on which the Borrowers failed to
borrow, convert or continue such Eurodollar Loan.  A certificate as to
any additional amount payable under this Section 2.18
submitted to the Borrowers by any Lender (with a copy to the Administrative
Agent) shall be conclusive, absent manifest error.

       

      Section
2.19.              Taxes.

       

      (a)           Any
and all payments by or on account of any obligation of the Borrowers hereunder
or under any other Loan Document shall be made free and clear of and without
deduction for any Indemnified Taxes or Other Taxes; provided, that if the
Borrowers shall be required to deduct any Indemnified Taxes or Other Taxes from
such payments, then (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to
Indemnified Taxes and Other Taxes) the Administrative Agent, any Lender or the
Issuing Bank (as the case may be) shall receive an amount equal to the sum it
would have received had no such deductions been made, (ii) the Borrowers shall
make such deductions and (iii) the Borrowers shall pay the full amount deducted
to the relevant Governmental Authority in accordance with applicable
law.

       

      (b)           In
addition, the Borrowers shall pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law.

      
      

      
        
           


        

        
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      (c)           The
Borrowers shall indemnify the Administrative Agent, each Lender and the Issuing
Bank, within 10 Business Days after written demand therefor, for the full amount
of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such
Lender or the Issuing Bank, as the case may be, on or with respect to any
payment by or on account of any obligation of the Borrowers hereunder (including
Indemnified Taxes or Other Taxes imposed or asserted on or attributable to
amounts payable under this Section 2.19) and any
penalties, interest and reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority.  A
certificate as to the amount of such payment or liability delivered to the
Borrowers by a Lender or the Issuing Bank, or by the Administrative Agent on its
own behalf or on behalf of a Lender or the Issuing Bank, shall be conclusive
absent manifest error.  If any Indemnified Taxes or Other Taxes for
which the Administrative Agent, any Lender or the Issuing Bank has received
indemnification from the Borrowers hereunder shall be finally and conclusively
determined to have been incorrectly or illegally asserted and such amounts are
refunded to the Administrative Agent, a Lender or the Issuing Bank, such
Persons, as the case may be, shall promptly forward to the Borrowers any such
refunded amount.

       

      (d)           As
soon as practicable after any payment of Indemnified Taxes or Other Taxes by the
Borrowers to a Governmental Authority, the Borrowers shall, to the extent
available to the Borrower, deliver to the Administrative Agent the original or a
certified copy of a receipt issued by such Governmental Authority evidencing
such payment, a copy of the return reporting such payment or other evidence of
such payment reasonably satisfactory to the Administrative Agent.

       

      (e)           Any
Foreign Lender that is entitled to an exemption from or reduction of withholding
tax under the Code or any treaty to which the United States is a party, with
respect to payments under this Agreement shall deliver to the Borrowers (with a
copy to the Administrative Agent), at the time or times prescribed by applicable
law, such properly completed and executed documentation prescribed by applicable
law or reasonably requested by the Borrowers as will permit such payments to be
made without withholding or at a reduced rate.  Without limiting the
generality of the foregoing, each Foreign Lender agrees that it will deliver to
the Administrative Agent and the Borrowers (or in the case of a Participant, to
the Lender from which the related participation shall have been purchased), as
appropriate, two (2) duly completed copies of (i) Internal Revenue Service Form
W-8 ECI, or any successor form thereto, certifying that the payments received
from the Borrowers hereunder are effectively connected with such Foreign
Lender’s conduct of a trade or business in the United States; or (ii) Internal
Revenue Service Form W-8 BEN, or any successor form thereto, certifying that
such Foreign Lender is entitled to benefits under an income tax treaty to which
the United States is a party which eliminates or reduces the rate of withholding
tax on payments of interest; or (iii) Internal Revenue Service Form W-8 BEN, or
any successor form prescribed by the Internal Revenue Service, together with a
certificate (A) establishing that the payment to the Foreign Lender qualifies as
“portfolio interest” exempt from U.S. withholding tax under Code section 871(h)
or 881(c), and (B) stating that (1) the Foreign Lender is not a bank for
purposes of Code section 881(c)(3)(A), or the obligation of
the Borrowers hereunder is not, with respect to such Foreign Lender, a loan
agreement entered into in the ordinary course of its trade or business, within
the meaning of that section; (2) the Foreign Lender is not a 10% shareholder of
the Borrowers within the meaning of Code section 871(h)(3) or 881(c)(3)(B); and
(3) the Foreign Lender is not a controlled foreign corporation that is related
to the Borrowers within the meaning of Code section 881(c)(3)(C); or (iv) such
other Internal Revenue Service forms as may reduce the amount of withholding tax
imposed on payments to the Foreign Lender, including Forms W-8 IMY or W-8
EXP.  Each such Foreign Lender shall deliver to the Borrowers and the
Administrative Agent such forms on or before the date that it becomes a party to
this Agreement (or in the case of a Participant, on or before the date such
Participant purchases the related participation).  In addition, each
such Foreign Lender shall deliver such forms promptly upon the obsolescence or
invalidity of any form previously delivered by such Foreign
Lender.  Each such Foreign Lender shall promptly notify the Borrowers
and the Administrative Agent at any time that it determines that it is no longer
in a position to provide any previously delivered certificate to the Borrowers
(or any other form of certification adopted by the Internal Revenue Service for
such purpose).

      
      

      
        
           


        

        
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      Section
2.20.              Payments Generally; Pro Rata
Treatment; Sharing of Set-offs.

       

      (a)           The
Borrowers shall make each payment required to be made by them hereunder (whether
of principal, interest, fees or reimbursement of LC Disbursements, or of amounts
payable under Section
2.17, Section
2.18 or Section
2.19, or otherwise) prior to 12:00 noon on the date when due, in
immediately available funds, free and clear of any defenses, rights of set-off,
counterclaim, or withholding or deduction of taxes.  Any amounts
received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon.  All such
payments shall be made to the Administrative Agent at the Payment Office, except
payments to be made directly to the Issuing Bank or Swingline Lender as
expressly provided herein and except that payments pursuant to Section 2.17, Section 2.18 and
Section 2.19
and Section
10.3 shall be made directly to the Persons entitled
thereto.  The Administrative Agent shall distribute any such payments
received by it for the account of any other Person to the appropriate recipient
promptly following receipt thereof.  If any payment hereunder shall be
due on a day that is not a Business Day, the date for payment shall be extended
to the next succeeding Business Day, and, in the case of any payment accruing
interest, interest thereon shall be made payable for the period of such
extension.  All payments hereunder shall be made in
Dollars.

       

      (b)           If
at any time insufficient funds are received by and available to the
Administrative Agent to pay fully all amounts of principal, unreimbursed LC
Disbursements, interest and fees then due hereunder, such funds shall be applied
(i) first, to
the fees and reimbursable expenses of the Administrative Agent then due and
payable pursuant to any of the Loan Documents, (ii) second, towards
payment of interest and fees then due hereunder, ratably among the parties
entitled thereto in accordance with the amounts of interest and fees then due to
such parties, (iii) third, towards
payment of principal and unreimbursed LC Disbursements then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of
principal and unreimbursed LC Disbursements then due to such parties, and (iv)
fourth, towards
payment of all other Obligations then due, ratably among the parties entitled
thereto in accordance with the amounts of such Obligations then due to such
parties.

       

      
        
           


        

        
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      (c)           If
any Lender shall, by exercising any right of set-off or counterclaim or
otherwise, obtain payment in respect of any principal of or interest on any of
its Loans or participations in LC Disbursements that would result in such Lender
receiving payment of a greater proportion of the aggregate amount of its Loans
and participations in LC Disbursements and accrued interest thereon than the
proportion received by any other Lender, then the Lender receiving such greater
proportion shall purchase (for cash at face value) participations in the Loans
and participations in LC Disbursements of other Lenders to the extent necessary
so that the benefit of all such payments shall be shared by the Lenders ratably
in accordance with the aggregate amount of principal of and accrued interest on
their respective Loans and participations in LC Disbursements; provided, that (i) if
any such participations are purchased and all or any portion of the payment
giving rise thereto is recovered, such participations shall be rescinded and the
purchase price restored to the extent of such recovery, without interest, and
(ii) the provisions of this paragraph shall not be construed to apply to any
payment made by the Borrowers pursuant to and in accordance with the express
terms of this Agreement or any payment obtained by a Lender as consideration for
the assignment of or sale of a participation in any of its Loans or
participations in LC Disbursements to any assignee or participant, other than to
the Borrowers or any Subsidiary or Affiliate thereof (as to which the provisions
of this paragraph shall apply).  The Borrowers consent to the
foregoing and agree, to the extent they  may effectively do so under
applicable law, that any Lender acquiring a participation pursuant to the
foregoing arrangements may exercise against the Borrowers rights of set-off and
counterclaim with respect to such participation as fully as if such Lender were
a direct creditor of the Borrowers in the amount of such
participation.

       

      (d)           Unless
the Administrative Agent shall have received notice from the Borrowers prior to
the date on which any payment is due to the Administrative Agent for the account
of the Lenders or the Issuing Bank hereunder that the Borrowers will not make
such payment, the Administrative Agent may assume that the Borrowers have made
such payment on such date in accordance herewith and may, in reliance upon such
assumption, distribute to the Lenders or the Issuing Bank, as the case may be,
the amount or amounts due.  In such event, if the Borrowers have not
in fact made such payment, then each of the Lenders or the Issuing Bank, as the
case may be, severally agrees to repay to the Administrative Agent forthwith on
demand the amount so distributed to such Lender or Issuing Bank with interest
thereon, for each day from and including the date such amount is distributed to
it to but excluding the date of payment to the Administrative Agent, at the
greater of the Federal Funds Effective Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank
compensation.

       

      Section
2.21.              Letters of
Credit.

       

      (a)           During
the Availability Period, the Issuing Bank, in reliance upon the agreements of
the other Lenders pursuant to Section 2.21(e),
agrees to issue, at the request of the Borrowers, Letters of Credit for the
account of the Borrowers on the terms and conditions hereinafter set forth;
provided, that
(i) each Letter of Credit shall expire on the earlier of (A) the date one year
after the date of issuance of such Letter of Credit (or in the case of any
renewal or extension thereof, one year after such renewal or extension) and (B)
the date that is five (5) Business Days prior to the Revolving Commitment
Termination Date; (ii) each Letter of Credit shall be in a stated amount of at
least $1,000,000; and (iii) the Borrowers may not request any Letter of Credit,
if, after giving effect to such issuance (A) the aggregate LC Exposure would
exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all
Lenders would exceed the Aggregate Revolving Commitment Amount. Each Lender shall be
deemed to, and hereby irrevocably and unconditionally agrees to, purchase from
the Issuing Bank without recourse a participation in each Letter of Credit equal
to such Lender’s Pro Rata Share of the aggregate amount available to be drawn
under such Letter of Credit on the date of issuance with respect to all other
Letters of Credit.  Each issuance of a Letter of Credit shall be
deemed to utilize the Revolving Commitment of each Lender by an amount equal to
the amount of such participation.

       

      
        
           


        

        
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      (b)           To
request the issuance of a Letter of Credit (or any amendment, renewal or
extension of an outstanding Letter of Credit), the Borrowers shall give the
Issuing Bank and the Administrative Agent irrevocable written notice at least
three (3) Business Days prior to the requested date of such issuance specifying
the date (which shall be a Business Day) such Letter of Credit is to be issued
(or amended, extended or renewed, as the case may be), the expiration date of
such Letter of Credit, the amount of such Letter of Credit, the name and address
of the beneficiary thereof and such other information as shall be necessary to
prepare, amend, renew or extend such Letter of Credit.  In addition to
the satisfaction of the conditions in ARTICLE III, the
issuance of such Letter of Credit (or any amendment which increases the amount
of such Letter of Credit) will be subject to the further conditions that such
Letter of Credit shall be in such form and contain such terms as the Issuing
Bank shall approve and that the Borrowers shall have executed and delivered any
additional applications, agreements and instruments relating to such Letter of
Credit as the Issuing Bank shall reasonably require; provided, that in the
event of any conflict between such applications, agreements or instruments and
this Agreement, the terms of this Agreement shall control.

       

      (c)           At
least two Business Days prior to the issuance of any Letter of Credit, the
Issuing Bank will confirm with the Administrative Agent (by telephone or in
writing) that the Administrative Agent has received such notice and if not, the
Issuing Bank will provide the Administrative Agent with a copy
thereof.  Unless the Issuing Bank has received notice from the
Administrative Agent on or before the Business Day immediately preceding the
date the Issuing Bank is to issue the requested Letter of Credit (1) directing
the Issuing Bank not to issue the Letter of Credit because such issuance is not
then permitted hereunder because of the limitations set forth in Section 3.2 or that
one or more conditions specified in ARTICLE III are not
then satisfied, then, subject to the terms and conditions hereof, the Issuing
Bank shall, on the requested date, issue such Letter of Credit in accordance
with the Issuing Bank’s usual and customary business practices.

       

      (d)           The
Issuing Bank shall examine all documents purporting to represent a demand for
payment under a Letter of Credit promptly following its receipt
thereof.  The Issuing Bank shall notify the Borrowers and the
Administrative Agent of such demand for payment and whether the Issuing Bank has
made or will make a LC Disbursement thereunder; provided, that any
failure to give or delay in giving such notice shall not relieve the Borrowers
of their obligation to reimburse the Issuing Bank and the Lenders with respect
to such LC Disbursement.  The Borrowers shall be irrevocably and
unconditionally obligated to reimburse the Issuing Bank for any LC Disbursements
paid by the Issuing Bank in respect of such drawing, without presentment, demand
or other formalities of any kind.  Unless the Borrowers shall have
notified the Issuing Bank and the Administrative Agent prior to 11:00 a.m. on
the Business Day immediately prior to the date on which such drawing is honored
that the Borrowers intend to reimburse the Issuing Bank for the amount of such
drawing in funds other than from the proceeds of Revolving Loans, the Borrowers
shall be deemed to have timely given a Notice of Revolving Borrowing to the
Administrative Agent requesting the Lenders to make a Base Rate Borrowing on the date on which
such drawing is honored in an exact amount due to the Issuing Bank; provided, that for
purposes solely of such Borrowing, the conditions precedent set forth in Section 3.2 hereof
shall not be applicable.  The Administrative Agent shall notify the
Lenders of such Borrowing in accordance with Section 2.3, and each
Lender shall make the proceeds of its Base Rate Loan included in such Borrowing
available to the Administrative Agent for the account of the Issuing Bank in
accordance with Section
2.5.  The proceeds of such Borrowing shall be applied directly
by the Administrative Agent to reimburse the Issuing Bank for such LC
Disbursement.

       

      
        
           


        

        
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      (e)           If
for any reason a Base Rate Borrowing may not be (as determined in the sole
discretion of the Administrative Agent), or is not, made in accordance with the
foregoing provisions, then each Lender (other than the Issuing Bank) shall be
obligated to fund the participation that such Lender purchased pursuant to
subsection (a) in an amount equal to its Pro Rata Share of such LC Disbursement
on and as of the date which such Base Rate Borrowing should have occurred. Each Lender’s obligation
to fund its participation shall be absolute and unconditional and shall not be
affected by any circumstance, including without limitation (i) any setoff,
counterclaim, recoupment, defense or other right that such Lender or any other
Person may have against the Issuing Bank or any other Person for any reason
whatsoever, (ii) the existence of a Default or an Event of Default or the
termination of the Aggregate Revolving Commitments, (iii) any adverse change in
the condition (financial or otherwise) of the Borrowers or any of their
Subsidiaries, (iv) any breach of this Agreement by the Borrowers or any other
Lender, (v) any amendment, renewal or extension of any Letter of Credit or (vi)
any other circumstance, happening or event whatsoever, whether or not similar to
any of the foregoing.  On the date that such participation is required
to be funded, each Lender shall promptly transfer, in immediately available
funds, the amount of its participation to the Administrative Agent for the
account of the Issuing Bank.  Whenever, at any time after the Issuing
Bank has received from any such Lender the funds for its participation in a LC
Disbursement, the Issuing Bank (or the Administrative Agent on its behalf)
receives any payment on account thereof, the Administrative Agent or the Issuing
Bank, as the case may be, will distribute to such Lender its Pro Rata Share of
such payment; provided, that if
such payment is required to be returned for any reason to the Borrowers or to a
trustee, receiver, liquidator, custodian or similar official in any bankruptcy
proceeding, such Lender will return to the Administrative Agent or the Issuing
Bank any portion thereof previously distributed by the Administrative Agent or
the Issuing Bank to it.

       

      (f)           To
the extent that any Lender shall fail to pay any amount required to be paid
pursuant to paragraphs (d) or (e) of this Section on the due date therefor, such
Lender shall pay interest to the Issuing Bank (through the Administrative Agent)
on such amount from such due date to the date such payment is made at a rate per
annum equal to the Federal Funds Rate; provided, that if
such Lender shall fail to make such payment to the Issuing Bank within three (3)
Business Days of such due date, then, retroactively to the due date, such Lender
shall be obligated to pay interest on such amount at the rate set forth in Section
2.13(d).

       

      
        
           


        

        
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      (g)           If
any Event of Default shall occur and be continuing, on the Business Day that the
Borrowers receive notice from the Administrative Agent or the Required Lenders
demanding that its reimbursement obligations with respect to the Letters of
Credit be Cash Collateralized pursuant to this paragraph, the Borrowers shall
deposit in an account with the Administrative Agent, in the name of the
Administrative Agent and for the benefit of the Issuing Bank and the Lenders, an
amount in cash equal to the LC Exposure as of such date plus any accrued and
unpaid fees thereon; provided, that such
obligation to Cash Collateralize the reimbursement obligations of the Borrowers
with respect to Letters of Credit shall become effective immediately, and such
deposit shall become immediately due and payable, without demand or notice of
any kind, upon the occurrence of any Event of Default with respect to the
Borrowers described in clause (h) or (i) of Section
8.1.  Such deposit shall be held by the Administrative Agent as
collateral for the payment and performance of the obligations of the Borrowers
under this Agreement.  The Administrative Agent shall have exclusive
dominion and control, including the exclusive right of withdrawal, over such
account.  The Borrowers agree to execute any documents and/or
certificates to effectuate the intent of this paragraph.  Other than
any interest earned on the investment of such deposits, which investments shall
be made at the option and sole discretion of the Administrative Agent and at the
Borrowers’ risk and expense, such deposits shall not bear
interest.  Interest and profits, if any, on such investments shall
accumulate in such account.  Moneys in such account shall be applied
by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements
for which it had not been reimbursed and to the extent so applied, shall be held
for the satisfaction of the reimbursement obligations of the Borrowers for the
LC Exposure at such time or, if the maturity of the Loans has been accelerated,
with the consent of the Required Lenders, be applied to satisfy other
obligations of the Borrowers under this Agreement and the other Loan
Documents.  If the Borrowers are required to Cash Collateralize the
reimbursement obligations of the Borrowers with respect to Letters of Credit as
a result of the occurrence of an Event of Default, such cash collateral so
posted (to the extent not so applied as aforesaid) shall be returned to the
Borrowers within three Business Days after all Events of Default have been cured
or waived.

       

      (h)           Promptly
following the end of each calendar quarter, the Issuing Bank shall deliver
(through the Administrative Agent) to each Lender and the Borrowers a report
describing the aggregate Letters of Credit outstanding at the end of such
calendar quarter.  Upon the request of any Lender from time to time,
the Issuing Bank shall deliver to such Lender any other information reasonably
requested by such Lender with respect to each Letter of Credit then
outstanding.

       

      (i)           The
Borrowers’ obligation to reimburse LC Disbursements hereunder shall be absolute,
unconditional and irrevocable and shall be performed strictly in accordance with
the terms of this Agreement under all circumstances whatsoever and irrespective
of any of the following circumstances:

       

      (i)            Any
lack of validity or enforceability of any Letter of Credit or this
Agreement;

       

      (ii)           The
existence of any claim, set-off, defense or other right which the Borrowers or
any Subsidiary or Affiliate of the Borrowers may have at any time against a
beneficiary or any transferee of any Letter of Credit (or any Persons or
entities for whom any such beneficiary or transferee may be acting), any Lender
(including the Issuing Bank) or any other Person, whether in connection with
this Agreement or the Letter of Credit or any document related hereto or thereto
or any unrelated transaction;

      
      

      
        
           


        

        
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      (iii)          Any
draft or other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect;

       

      (iv)          Payment
by the Issuing Bank under a Letter of Credit against presentation of a draft or
other document to the Issuing Bank that does not comply with the terms of such
Letter of Credit;

       

      (v)           Any
other event or circumstance whatsoever, whether or not similar to any of the
foregoing, that might, but for the provisions of this Section 2.21,
constitute a legal or equitable discharge of, or provide a right of setoff
against, the Borrower’s obligations hereunder; or

       

      (vi)          The
existence of a Default or an Event of Default.

       

      Neither
the Administrative Agent, the Issuing Bank, the Lenders nor any Related Party of
any of the foregoing shall have any liability or responsibility by reason of or
in connection with the issuance or transfer of any Letter of Credit or any
payment or failure to make any payment thereunder (irrespective of any of the
circumstances referred to above), or any error, omission, interruption, loss or
delay in transmission or delivery of any draft, notice or other communication
under or relating to any Letter of Credit (including any document required to
make a drawing thereunder), any error in interpretation of technical terms or
any consequence arising from causes beyond the control of the Issuing Bank;
provided, that
the foregoing shall not be construed to excuse the Issuing Bank from liability
to the Borrowers to the extent of any actual direct damages (as opposed to
special, indirect (including claims for lost profits or other consequential
damages), or punitive damages, claims in respect of which are hereby waived by
the Borrowers to the extent permitted by applicable law) suffered by the
Borrowers that are caused by the Issuing Bank’s failure to exercise due care
when determining whether drafts or other documents presented under a Letter of
Credit comply with the terms thereof.  The parties hereto expressly
agree, that in the absence of gross negligence or willful misconduct on the part
of the Issuing Bank (as finally determined by a court of competent
jurisdiction), the Issuing Bank shall be deemed to have exercised due care in
each such determination.  In furtherance of the foregoing and without
limiting the generality thereof, the parties agree that, with respect to
documents presented that appear on their face to be in substantial compliance
with the terms of a Letter of Credit, the Issuing Bank may, in its sole
discretion, either accept and make payment upon such documents without
responsibility for further investigation, regardless of any notice or
information to the contrary, or refuse to accept and make payment upon such
documents if such documents are not in strict compliance with the terms of such
Letter of Credit.

       

      
        
           


        

        
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      (j)           Unless
otherwise expressly agreed by the Issuing Bank and the Borrowers when a Letter
of Credit is issued and subject to applicable laws, (i) each standby Letter of
Credit shall be governed by the “International Standby Practices 1998” (ISP98)
(or such later revision as may be published by the Institute of International
Banking Law & Practice on any date any Letter of Credit may be issued), (ii)
each documentary Letter of Credit shall be governed by the Uniform Customs and
Practices for Documentary Credits (2007 Revision), International Chamber of
Commerce Publication No. 600 (or such later revision as may be published by the
International Chamber of Commerce on any date any Letter of Credit may be
issued) and (iii) the Borrowers shall specify the foregoing in each letter of
credit application submitted for the issuance of a Letter of
Credit.

       

      Section
2.22.              Handling of Proceeds of
Collateral; Cash Dominion.     Collection of Accounts and
Other Proceeds. The Borrowers, at their expense, will enforce and collect
payments and other amounts owing on all Accounts in the ordinary course of the
Borrowers’ business subject to the terms hereof.  The Borrowers agree
to direct all of their account debtors to send payments on all Accounts directly
to one or more Blocked Accounts.  Notwithstanding the foregoing,
should any Borrower ever receive any payment on an Account or other proceeds of
the sale of Collateral, including checks, cash, receipts from credit card sales
and receipts, notes or other instruments or property with respect to any
Collateral, such Borrower agrees to hold such proceeds in trust for the benefit
of the Administrative Agent and separate from such Borrower’s other property and
funds, and to deposit such proceeds directly into a Blocked Account within three
(3) Business Days.  Upon the written request of the Administrative
Agent each Borrower shall provide the Administrative Agent any statements or
accounts summary made available to it as holder of the Blocked
Accounts.

       

      (b)           Transfer of Funds from
Blocked Accounts.  During a Cash Control Period, the
Administrative Agent shall have the right, at the Administrative Agent’s
election in its sole discretion, to require that funds on deposit in any Blocked
Account be transferred to the Administrative Agent or an account designated by
the Administrative Agent on each Business Day, and the Borrowers agree to take
all actions required by the Administrative Agent or by any bank at which any
Blocked Account is maintained in order to effectuate the transfer of funds in
this manner.  In the event any Deposit Account Control Agreement is
terminated, or is likely to be terminated, by any of the parties with respect to
a Blocked Account, the Borrowers agree to take all actions reasonably required
by the Administrative Agent or by any Lender, in order to effectuate the
transfer of the funds in such Blocked Account to another Blocked Account or a
new account subject to a Deposit Account Control Agreement and which will
constitute a Blocked Account.  No checks, drafts or other instruments
received by the Administrative Agent shall constitute final payment to the
Administrative Agent unless and until such instruments have actually been
collected.

       

      (c)           New Blocked
Accounts.  Each Borrower agrees not to open any new bank
account into which proceeds of Collateral are to be delivered or deposited
unless concurrently with the opening of such bank account, the Borrowers enter
into a Deposit Account Control Agreement with respect to such bank
account.  Upon compliance with the terms set forth above, such bank
account shall constitute a Blocked Account for purposes of this Agreement.
Notwithstanding anything to the contrary in this Section, the Borrowers may
maintain one or more accounts constituting Excluded Accounts.

       

      (d)           Accounts.  In
no event shall prior recourse to any Account or other security granted to or by
the Borrowers be a prerequisite to the Administrative Agent’s or the Lenders’
rights to demand payment of any of the Obligations.  In addition, the
Borrowers agree that neither the Administrative Agent nor any Lender shall have
any obligation whatsoever to perform in any respect any Borrower’s contracts or
obligations relating to the Accounts.

       

      
        
           


        

        
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      Section
2.23.              Defaulting
Lenders.     If any
Lender becomes, and during the period it remains, a Defaulting Lender or
Potential Defaulting Lender, the following provisions shall apply,
notwithstanding anything to the contrary in this Agreement:

       

      (i)           the
LC Exposure and Swingline Exposure of such Defaulting Lender will, subject to
the limitation in the first proviso below, automatically be reallocated
(effective on the day such Lender becomes a Defaulting Lender) among the
Non-Defaulting Lenders  pro rata in accordance with their respective
Revolving Commitments; provided that (a) the
sum of each Non-Defaulting Lender’s total Revolving Credit Exposure may not in
any event exceed the Revolving Commitment of such Non-Defaulting Lender as in
effect at the time of such reallocation and (b) neither such reallocation nor
any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver
or release of any claim the Borrower, the Administrative Agent, the Issuing
Bank, the Swingline Lender or any other Lender may have against such Defaulting
Lender or cause such Defaulting Lender to be a Non-Defaulting
Lender;

      


      (ii)           to
the extent that any portion (the “unreallocated portion”) of the LC Exposure and
Swingline Exposure of any Defaulting Lender cannot be so reallocated, for any
reason, or with respect to the LC Exposure and Swingline Exposure of any
Potential Defaulting Lender, the Borrowers will, not later than two (2) Business
Days after demand by the Administrative Agent (at the direction of the Issuing
Bank and/or the Swingline Lender), (a) Cash Collateralize the obligations of the
Borrowers to the Issuing Bank or Swingline Lender in respect of such LC Exposure
or Swingline Exposure, as the case may be, in an amount at least equal to the
aggregate amount of the unreallocated portion of the LC Exposure and Swingline
Exposure of such Defaulting Lender or such Potential Defaulting Lender, or (b)
in the case of such Swingline Exposure, prepay and/or Cash Collateralize in full
the unreallocated portion thereof, or (c) make other arrangements satisfactory
to the Administrative Agent, the Issuing Bank and the Swingline Lender in their
sole discretion to protect them against the risk of non-payment by such
Defaulting Lender or Potential Defaulting Lender; provided that (a) the
sum of each Non-Defaulting Lender’s Revolving Credit Exposure may not in any
event exceed the Revolving Commitment of such Non-Defaulting Lender, and (b)
neither any such reallocation nor any payment by a Non-Defaulting Lender
pursuant thereto nor any such Cash Collateralization or reduction will
constitute a waiver or release of any claim the Borrowers, the Administrative
Agent, the Issuing Bank, the Swingline Lender or any other Lender may have
against such Defaulting Lender or Potential Defaulting Lender, or cause such
Defaulting Lender or Potential Defaulting Lender to be a Non-Defaulting
Lender;


      
        
           


        

        
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      (iii)          except
as otherwise provided herein, any amount paid by the Borrowers for the account
of a Defaulting Lender under this Agreement (whether on account of principal,
interest, fees, indemnity payments or other amounts) will be retained by the
Administrative Agent in a segregated non-interest bearing account until the
termination of the Revolving Commitments at which time the funds in such account
will be applied by the Administrative Agent, to the fullest extent permitted by
law, in the following order of priority:  first,
to the payment of any amounts owing by such Defaulting Lender to the
Administrative Agent under this Agreement, second,
to the payment on a pro rata basis of any amounts owing by such Defaulting
Lender to the Issuing Bank or the Swingline Lender under this Agreement, third,
if so determined by the Administrative Agent or requested by the Issuing Bank or
Swingline Lender, to be held as cash collateral for future funding obligations
of such Defaulting Lender in respect of any participation in any Swingline Loan
or Letter of Credit, fourth,
to the payment of any amounts owing to the Lenders, the Issuing Bank or
Swingline Lender as a result of any judgment of a court of competent
jurisdiction obtained by any Lender, the Issuing Bank or Swingline Lenders
against that Defaulting Lender as a result of such Defaulting Lender’s breach of
its obligations under this Agreement, fifth,
so long as no Default exists, to the payment of any amounts owing to the
Borrowers as a result of any judgment of a court of competent jurisdiction
obtained by the Borrowers against such Defaulting Lender as a result of such
Defaulting Lender's breach of its obligations under this Agreement, and sixth,
to pay amounts owing under this Agreement to such Defaulting Lender or as a
court of competent jurisdiction may otherwise direct.  Any payments,
prepayments or other amounts paid or payable to a Defaulting Lender that are
applied (or held) to pay amounts owed by a Defaulting Lender or to post cash
collateral pursuant to this clause (iii) shall be deemed paid to and redirected
by such Defaulting Lender, and each Lender irrevocably consents
hereto.

      


      (b)           If
the Borrowers, the Administrative Agent, the Issuing Bank and the Swingline
Lender agree in writing that any Defaulting Lender should no longer be deemed to
be a Defaulting Lender or a Potential Defaulting Lender should no longer be
deemed to be a Potential Defaulting Lender, as the case may be, the
Administrative Agent will so notify the parties hereto, whereupon as of the
effective date specified in such notice and subject to any conditions set forth
therein, the LC Exposure and the Swingline Exposure of the other Lenders shall
be readjusted to reflect the inclusion of such Lender’s Revolving Commitment,
and such Lender will purchase at par such portion of outstanding Revolving Loans
of the other Lenders and/or make such other adjustments as the Administrative
Agent may determine to be necessary to cause the Revolving Credit Exposure of
the Lenders to be on a  pro rata  basis in accordance with
their respective Revolving Commitments, whereupon such Lender will cease to be a
Defaulting Lender or Potential Defaulting Lender and will be a Non-Defaulting
Lender (and such Revolving Credit Exposure of each Lender will automatically be
adjusted on a prospective basis to reflect the foregoing), and if any cash
collateral has been posted with respect to such Defaulting Lender or Potential
Defaulting Lender, the Administrative Agent will promptly return such cash
collateral to the Borrowers; provided that no
adjustments will be made retroactively with respect to fees accrued or payments
made by or on behalf of the Borrowers while such Lender was a Defaulting Lender;
and provided,
further, that
except to the extent otherwise expressly agreed by the affected parties, no
change hereunder from Defaulting Lender or Potential Defaulting Lender to
Non-Defaulting Lender will constitute a waiver or release of any claim of any
party hereunder.

       

      
        
           


        

        
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      Section
2.24.              Increase of Commitments;
Term Loans; Additional Lenders.

       

      (a)           The
Borrowers, the Administrative Agent and one or more Lenders or other financial
institutions may on one or more occasions, and without the consent of any other
Lender, amend this Agreement to provide for (i) Term Loans of such Lenders or
other financial institutions of one or more Classes or (ii) an increase to the
existing Revolving Commitments (any Lender or other financial institution making
a new Term Loan or extending a new Revolving Commitment pursuant to clause (i)
or (ii) above being called an “Incremental Lender”);
provided that
(A) in the case of any Term Loans established or any Additional Revolving
Commitments established pursuant to clauses (i) or (ii) above, the aggregate
principal amount thereof shall not exceed $125,000,000, (B) each Incremental
Lender, if not already a Lender hereunder, shall be subject to the approval of
the Borrowers, the Administrative Agent and, in the case of an Incremental
Lender establishing an Additional Revolving Commitment, the Issuing Bank and the
Swingline Lender (in each case, such approval not to be unreasonably withheld),
(C) no Lender shall be required to participate in the Term Loans or the
Additional Revolving Commitments and (D) the aggregate principal amount of the
new Term Loans being established or the Additional Revolving Commitments being
established on any one occasion pursuant to clause (i) or (ii) above shall be an
integral multiple of $1,000,000 and not less than $25,000,000 (or shall equal
the maximum amount of Term Loans or Additional Revolving Commitments, as the
case may be, at the time permitted to be made or established under clause (A) of
this proviso).

       

      (b)           In
connection with any new Class of Term Loans established pursuant to clause (i)
of paragraph (a) of this Section, the Borrowers, each Incremental Lender and the
Administrative Agent shall execute and deliver an amendment agreement (a “Term Loan Amendment”)
setting forth, to the extent applicable, the following terms of such Term Loans:
(i) the designation of such Class, which shall be specified by the
Administrative Agent, (ii) the maturity date applicable to the Term Loans of
such Class, (iii) any amortization applicable to the Term Loans of such Class;
provided that
the amortization applicable to any Term Loans shall not exceed 15% per annum,
(iv) the interest rate or rates applicable to the Term Loans of such Class, (v)
the fees applicable to the Term Loans of such Class, (vi) any original issue
discount applicable to Term Loans of such Class, (vii) the initial Interest
Period or Interest Periods applicable to Term Loans of such Class  and
(viii) any voluntary or mandatory prepayment requirements applicable to
Term Loans of such Class and any restrictions on the voluntary or mandatory
prepayment of Term Loans of Classes established after such Class, and
implementing such additional amendments to this Agreement as shall be
appropriate, in the judgment of the Administrative Agent, to give effect to the
foregoing terms and to provide the rights and benefits of this Agreement and
other Loan Documents to the Term Loans of such Class, and such amendment will be
effective to amend this Agreement and the other Loan Documents on the terms set
forth therein without the consent of any other Lender, the Issuing Bank or the
Swingline Lender.  Notwithstanding the foregoing, (I) except as
provided in clauses (i) through (viii) above, no Term Loan Amendment shall alter
the rights of any Lender (other than the Incremental Lenders) in a manner that
would not be permitted under Section 10.2 without
the consent of such Lender unless such consent shall have been obtained, (II) no
Term Loans shall (A) have a final maturity date earlier than the Revolving
Commitment Termination Date without the prior written consent of the Required
Lenders or (B) have an average life to maturity shorter than the average life to
maturity of Revolving Loans without the prior written consent of the Required
Lenders and (III) if the initial yield on Eurodollar Loans (which shall be
determined by the Administrative Agent and shall equal the sum of (x) the
Adjusted LIBO Rate on such Term Loans and (y) if such Term Loans are initially
made or established at a discount or the Lenders making the same receive a fee
directly or indirectly from a Borrower or any Subsidiary for making or
establishing such Term Loans (the amount of such discount or fee, expressed as a
percentage of such Term Loans, being referred to herein as “OID”), the amount of
such OID divided by four) exceeds by more than 25 basis points (the amount of
such excess above 25 basis points being referred to in each case as the “Yield Differential”),
the Applicable Margin then in effect for Eurodollar Loans of the Revolving
Loans, then the Applicable Margin in effect for such Revolving Loans shall
automatically be increased by the applicable Yield Differential, effective upon
the making of new Term Loans.

       

      
        
           


        

        
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      (c)           In
connection with any establishment of Additional Revolving Commitments pursuant
to clause (ii) of paragraph (a) of this Section, the Borrowers, each Incremental
Lender and the Administrative Agent shall execute and deliver an agreement (an
“Additional Revolving
Commitment Amendment”) amending Schedule II to
reflect such Additional Revolving Commitments and implementing such additional
amendments to this Agreement as shall be appropriate, in the judgment of the
Administrative Agent, to provide the rights and benefits of this Agreement and
other Loan Documents to such Additional Revolving Commitments and the extensions
of credit made pursuant thereto, and such amendment will be effective to amend
this Agreement and the other Loan Documents on the terms set forth therein
without the consent of any other Lender, the Issuing Bank or the Swingline
Lender.  The terms of any such Additional Revolving Commitments and
the extensions of credit made pursuant thereto shall be identical to those of
the other Revolving Commitments and the extensions of credit made pursuant
thereto.

       

      (d)           The
Administrative Agent shall promptly notify each Lender as to the effectiveness
of each Term Loan Amendment and each Additional Revolving Commitment
Amendment.

       

      (e)           Notwithstanding
the foregoing, no new Loans or Revolving Commitments shall be made or
established under this Section unless (i) on the date such Loans are made
or the date such Revolving Commitments become effective, (x) the conditions set
forth in Section
3.2 shall be satisfied, (y) the Borrowers shall be in compliance on a Pro
Forma Basis with the financial covenants set forth in ARTICLE VI both
immediately before and immediately after giving effect to such new Loans or
Revolving Commitments, and (z) the Administrative Agent shall have received a
certificate to that effect dated such date and executed by a Responsible Officer
and (ii) the Administrative Agent shall have received legal opinions, board
resolutions and other closing certificates and documentation reasonably
requested by the Administrative Agent consistent with those delivered on the
Closing Date pursuant to Section
3.1.

       

      
        
           


        

        
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      (f)           Upon
the making of any Term Loan or the effectiveness of any Additional Revolving
Commitment of any Incremental Lender that is not already a Lender pursuant to
this Section, such Incremental Lender shall be deemed to be a “Lender” (and a
Lender in respect of Loans and Commitments of the applicable Class) hereunder,
and henceforth shall be entitled to all the rights of, and benefits accruing to,
Lenders (or Lenders in respect of Loans and Commitments of the applicable Class)
hereunder and shall be bound by all agreements, acknowledgements and other
obligations of Lenders (or Lenders in respect of Loans and Commitments of the
applicable Class) hereunder.  Without limiting the generality of the
foregoing, upon the effectiveness of an Additional Revolving Commitment of any
Incremental Lender, such Incremental Lender shall be deemed to have acquired, on
the terms set forth in Section 2.21,
participations in outstanding Letters of Credit equal to such Revolving Lender’s
Pro Rata Share.

       

      (g)           Each
of the parties hereto hereby agrees that the Administrative Agent may take any
and all actions that it deems necessary or advisable to ensure that, after
giving effect to any Additional Revolving Commitments established pursuant to
clause (ii) of paragraph (a) of this Section, the outstanding Revolving Loans
are held by the Revolving Lenders in accordance with their new Pro Rata
Shares.  This may be accomplished at the discretion of the
Administrative Agent (i) by requiring outstanding Revolving Loans to be
prepaid with the proceeds of a new Revolving Borrowing, (ii) by permitting the
Revolving Borrowings outstanding at the time of any increase in the aggregate
Revolving Commitments pursuant to this Section to remain outstanding until the
last days of the respective Interest Periods therefor, even though the
applicable Revolving Lenders would hold such Revolving Borrowings other than in
accordance with their new Pro Rata Share, or (iii) by any combination of the
foregoing.  Any prepayment described in this paragraph shall be
subject to Section
2.18, but otherwise shall be without premium or penalty.

       

      Section
2.25.             Mitigation of
Obligations.     If any
Lender requests compensation under Section 2.17, or if
the Borrowers are required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.19, then
such Lender shall use reasonable efforts exercised in good faith to designate a
different lending office for funding or booking its Loans hereunder or to assign
its rights and obligations hereunder to another of its offices, branches or
affiliates, if, in the sole and reasonable judgment of such Lender, such
designation or assignment (i) would eliminate or reduce amounts payable under
Section 2.17 or
Section 2.19,
as the case may be, in the future and (ii) would not subject such Lender to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender.  The Borrowers hereby agree to pay all costs and expenses
incurred by any Lender in connection with such designation or
assignment.

       

      
        
           


        

        
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      Section
2.26.             Replacement of
Lenders.     If (a)
any Lender requests compensation under Section 2.17, (b) the
Borrowers are required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.19, (c) any
Lender is a Defaulting Lender, or (d) in connection with any proposed amendment,
waiver, or consent, the consent of all of the Lenders, or all of the Lenders
directly affected thereby, is required pursuant to Section 10.2, and any
such Lender refuses to consent to such amendment, waiver or consent as to which
the Required Lenders have consented, then, in each case, the Borrowers may, at
their sole expense and effort (but without prejudice to any rights or remedies
the Borrowers may have against such Defaulting Lender), upon notice to such
Lender and the Administrative Agent, require such Lender to assign and delegate,
without recourse (in accordance with and subject to the restrictions set forth
in Section
10.4(b)) all its interests, rights and obligations under this Agreement
to an assignee that shall assume such obligations (which assignee may be another
Lender but excluding any Defaulting Lender or Potential Defaulting Lender);
provided, that (i) the Borrowers shall have received the prior written consent
of the Administrative Agent, which consent shall not be unreasonably withheld,
(ii) such Lender shall have received payment of an amount equal to the
outstanding principal amount of all Loans owed to it, accrued interest thereon,
accrued fees and all other amounts payable to it hereunder, from the assignee
(in the case of such outstanding principal and accrued interest) and from the
Borrowers (in the case of all other amounts), (iii) in the case of a claim for
compensation under Section 2.17 or
payments required to be made pursuant to Section 2.19, such
assignment will result in a reduction in such compensation or payments and (iv)
in the case of clause (d) above, the assignee Lender shall have agreed to
provide its consent to the requested amendment, waiver or consent.

       

      Section
2.27.              Borrowers’
Representative.     Each of
the Borrowers hereby appoints AboveNet as, and AboveNet shall act under this
Agreement and the other Loan Documents as, the agent, attorney-in-fact and legal
representative of the Borrowers for all purposes hereunder and thereunder,
including, without limitation, requesting Borrowings and Letters of Credit and
receiving account statements and other notices and communications to the
Borrowers (or any of them) from the Administrative Agent or any
Lender.  Accordingly, the parties agree that any and all actions to be
taken hereunder by the Borrowers may be taken by AboveNet for and on behalf of
the Borrowers, and any and all notices and communications permitted or required
to be made by the Administrative Agent or any Lender hereunder to the Borrowers,
shall be deemed made to each of the Borrowers if delivered to
AboveNet.  The Administrative Agent and each Lender may rely, and
shall be fully protected in relying, on any Notice of Borrowing, Notice of
Conversion/Continuation, request for a Letter of Credit, disbursement
instruction, report, information or any other notice or communication made or
given by AboveNet, whether in its own name, on behalf of any other Borrower or
on behalf of “the Borrowers”, and neither the Administrative Agent nor any
Lender shall have any obligation to make any inquiry or request any confirmation
from or on behalf of any other Borrower as to the binding effect on it of any
such notice, request, instruction, report, information, other notice or
communications.  AboveNet may from time to time tender to the
Administrative Agent and the Lenders, representations or performance of
covenants hereunder and take actions in respect of other matters on behalf of
the Borrowers, and any such representations, performance or actions by AboveNet,
if accepted by the Administrative Agent or any such Lender, as the case may be,
shall (irrespective of whether the particular matter is otherwise authorized
elsewhere herein) be conclusively deemed done with the authorization of and on
behalf of the other Borrowers, as the circumstances and the specific action
taken may indicate.  The Administrative Agent and each of the Lenders
may in all cases rely on communications from, and representations and actions
taken by, AboveNet as though given, delivered, made or taken by or from the
Borrowers, and all such communications, representations and actions shall be
binding upon each Borrower on whose behalf such communications, representations
or actions were purportedly taken by AboveNet.

       

      
        
           


        

        
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      ARTICLE
III

       

      CONDITIONS PRECEDENT TO
LOANS AND LETTERS OF CREDIT

       

      Section
3.1.                Conditions To
Effectiveness.     The
obligations of the Lenders (including the Swingline Lender) to make the initial
Loans and the obligation of the Issuing Bank to issue any initial Letters of
Credit hereunder shall not become effective until the date on which each of the
following conditions is satisfied (or waived in accordance with Section
10.2).

       

      (a)           The
Administrative Agent shall have received payment of all fees, expenses and other
amounts due and payable on or prior to the Closing Date, including reimbursement
or payment of all out-of-pocket expenses (including reasonable fees, charges and
disbursements of counsel to the Administrative Agent) required to be reimbursed
or paid by the Borrowers hereunder, under any other Loan Document and under any
agreement with the Administrative Agent or the Arranger (including the Fee
Letter).

       

      (b)           The
Administrative Agent (or its counsel) shall have received the following, each to
be in form and substance satisfactory to the Lenders:

       

      (i)            a
counterpart of this Agreement signed by or on behalf of each party hereto or
written evidence satisfactory to the Administrative Agent (which may include
telecopy transmission of a signed signature page of this Agreement) that such
party has signed a counterpart of this Agreement;

       

      (ii)           duly
executed Revolving Credit Notes, if requested,
payable to such Lender and the Swingline Note payable to the Swingline
Lender;

       

      (iii)          the
Guaranty and Security Agreement duly executed by the parties
thereto;

       

      (iv)          copies
of duly executed payoff letters, in form and substance satisfactory to
Administrative Agent, executed by the Existing Agent, together with (a) UCC-3 or
other appropriate termination statements, in form and substance satisfactory to
Administrative Agent, releasing all Liens in favor of the Existing Agent upon
any of the personal property of the Borrowers and their Subsidiaries, (b)
cancellations and releases, in form and substance satisfactory to the
Administrative Agent, releasing all Liens in favor of the Existing Agent upon
any of the real property of the Borrowers and their Subsidiaries, and (c) any
other releases, terminations or other documents reasonably required by the
Administrative Agent to evidence the payoff of the Existing
Indebtedness;

       

      (v)           [Intentionally
Omitted];

       

      (vi)          [Intentionally
Omitted];

       

      (vii)         (a)
evidence that the Loan Parties shall have established one or more Blocked
Accounts with respect to the collection of Accounts and the deposit of the
proceeds thereof and (b) the Administrative Agent, the applicable Borrower and
the applicable depository bank shall have entered into a Deposit Account Control
Agreement with respect to each deposit account of the Borrowers other than
Excluded Accounts;

       

      
        
           


        

        
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      (viii)        a
certificate of the Secretary or Assistant Secretary of each Loan Party in the
form of Exhibit
3.01(b)(viii), attaching and certifying copies of its bylaws and of the
resolutions of its board of directors, or partnership agreement or limited
liability company agreement, or comparable organizational documents and
authorizations, authorizing the execution, delivery and performance of the Loan
Documents to which it is a party and certifying the name, title and true
signature of each officer of such Loan Party executing the Loan Documents to
which it is a party;

       

      (ix)          certified
copies of the articles or certificate of incorporation, certificate of
organization or limited partnership, or other registered organizational
documents of each Loan Party, together with certificates of good standing or
existence, as may be available from the Secretary of State of the jurisdiction
of organization of such Loan Party and each other jurisdiction where such Loan
Party is required to be qualified to do business as a foreign
entity;

       

      (x)           a
favorable written opinion of (a) Wiggin and Dana LLP, counsel to the Loan
Parties, and (b) Kelley Drye & Warren LLP, regulatory counsel to the Loan
Parties, in each case, addressed to the Administrative Agent and each of the
Lenders, and covering such matters relating to the Loan Parties, the Loan
Documents and the transactions contemplated therein as the Administrative Agent
or the Required Lenders shall reasonably request;

       

      (xi)          a
certificate in the form of Exhibit 3.01(b)(xi),
dated the Closing Date and signed by a Responsible Officer, certifying that,
after giving effect to the funding of any initial Loan or initial issuance of a
Letter of Credit (x) no Default or Event of Default exists, (y) all
representations and warranties of each Loan Party set forth in the Loan
Documents are true and correct both immediately before and immediately after
giving effect to the closing of the transactions contemplated by this Agreement,
and (z) since the date of the financial statements of AboveNet described in
Section 4.4,
there shall have been no change which has had or could reasonably be expected to
have a Material Adverse Effect;

       

      (xii)         a
duly executed Notice of Borrowing;

       

      (xiii)        a
duly executed funds disbursement agreement, together with a report setting forth
the sources and uses of the proceeds hereof;

       

      (xiv)        certified
copies of all consents, approvals, authorizations, registrations and filings and
orders required or advisable to be made or obtained under any Requirement of
Law, or by any Contractual Obligation of each Loan Party, in connection with the
execution, delivery, performance, validity and enforceability of the Loan
Documents or any of the transactions contemplated thereby, and such consents,
approvals, authorizations, registrations, filings and orders shall be in full
force and effect and all applicable waiting periods shall have expired, and no
investigation or inquiry by any Governmental Authority regarding this Agreement
or any transaction being financed with the proceeds hereof shall be
ongoing;

       

      
        
           


        

        
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      (xv)         copies
of insurance policies or certificates of insurance of the Borrowers and their
Domestic Subsidiaries evidencing liability and casualty insurance meeting the
requirements set forth in the Loan Documents and in each case in form and
substance satisfactory to the Administrative Agent;

       

      (xvi)        copies
of (A) the internally prepared quarterly financial statements of Borrower and
its Subsidiaries on a consolidated basis for the Fiscal Quarter ended on
September 30, 2010, and (B) the audited consolidated financial statements for
Borrower and its Subsidiaries for the Fiscal Years ended 2007, 2008 and
2009;

       

      (xvii)       a
certificate from the Chief Financial Officer of AboveNet to the effect that both
before and after giving effect to (a) the Loans to be made or extended on the
Closing Date, the issuance of the guaranties of the Obligations and the pledge
of assets as security therefor by all of the Loan Parties and the requested
issuance of each Letter of Credit, (b) the disbursement of the proceeds of such
Loans and issuance of such Letters of Credit pursuant to the instructions of the
Loan Parties, (c) the consummation of the transactions contemplated in the Loan
Documents (including the repayment of the Existing Indebtedness) and (d) the
payment and accrual of all transaction costs in connection with the foregoing,
the Loan Parties individually and taken as a whole are Solvent;

       

      (xviii)      evidence
that all Required PUC Consents have been either received by the Administrative
Agent or, where only filing is required, prepared by the applicable Loan Parties
and filed with the applicable PUC;

       

      (xix)         certified
copies of all Material Contracts;

       

      (xx)          confirmation
that no litigation, investigation or proceeding of or before any arbitrators or
Governmental Authorities is pending against or, to the knowledge of any of the
Borrowers, threatened against the Borrowers or any of their Subsidiaries that
could reasonably be expected to have a Material Adverse Effect;

       

      (xxi)         all
information the Administrative Agent and each Lender may request with respect to
the Borrowers and their Subsidiaries in order to comply with the USA Patriot Act
(Title III of Pub. L. 107-56 (signed into law October 26, 2001)) and any other "know your
customer" or similar laws or regulations; and

       

      (xxii)        certificates
of insurance issued on behalf of insurers of the Borrowers and all other Loan
Parties, describing in reasonable detail the types and amounts of insurance
(property and liability) maintained by the Loan Parties, naming the
Administrative Agent as additional insured on liability policies and loss payee
for property and casualty policies.

      
      

      Without
limiting the generality of the provisions of Section 3.1, for
purposes of determining compliance with the conditions specified in this Section 3.1, each
Lender that has signed this Agreement shall be deemed to have consented to,
approved or accepted or to be satisfied with, each document or other matter
required hereunder to be consented to or approved by or acceptable or
satisfactory to a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the proposed Closing Date specifying its
objection thereto.

       

      
        
           


        

        
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      (c)           The
Administrative Agent shall have received (i) the certificates, if any,
representing the shares of Capital Stock pledged pursuant to the Guaranty and
Security Agreement, together with an undated stock power for each such
certificate executed in blank by a duly authorized officer of the pledgor
thereof and (ii) each promissory note pledged to the Administrative Agent
pursuant to the Guaranty and Security Agreement endorsed) in blank (or
accompanied by an executed transfer form in blank reasonably satisfactory to the
Administrative Agent) by the pledgor thereof.

       

      (d)           Each
document (including, without limitation, any UCC financing statement) required
by the Security Documents or under law or reasonably requested by the
Administrative Agent to be filed, registered or recorded in order to create in
favor of the Administrative Agent, for the benefit of the Lenders, a perfected
Lien on the Collateral described therein, prior and superior in right to any
other Person (other than Permitted Liens), shall be in proper form for filing,
registration or recordation.

       

      Section
3.2.                Each Credit
Event.     The
obligation of each Lender to make a Loan on the occasion of any Borrowing and of
the Issuing Bank to issue, amend, renew or extend any Letter of Credit is
subject to the satisfaction of the following conditions:

       

      (a)           at
the time of and immediately after giving effect to such Borrowing or the
issuance, amendment, renewal or extension of such Letter of Credit, as
applicable, no Default or Event of Default shall exist;

       

      (b)           at
the time of and immediately after giving effect to such Borrowing or the
issuance, amendment, renewal or extension of such Letter of Credit, as
applicable, all representations and warranties of each Loan Party set forth in
the Loan Documents shall be true and correct in all material respects on and as
of the date of such Borrowing or the date of issuance, amendment, extension or
renewal of such Letter of Credit, in each case before and after giving effect
thereto, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and
correct in all material respects as of such earlier date;

       

      (c)           since
December 31, 2009, there shall have been no change which has had or could
reasonably be expected to have a Material Adverse Effect;

       

      (d)           the
Borrowers shall have delivered the required Notice of Borrowing;
and

       

      (e)           the
Administrative Agent shall have received such other documents, certificates,
information or legal opinions as the Administrative Agent or the Required
Lenders may reasonably request, all in form and substance reasonably
satisfactory to the Administrative Agent.

       

      
        
           


        

        
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      In
addition to other conditions precedent herein set forth, if any Lender is a
Defaulting Lender or a Potential Defaulting Lender at the time of and
immediately after giving effect to such Borrowing or the issuance, amendment,
renewal or extension of such Letter of Credit, as applicable, the Issuing Bank
will not be required to issue, amend or increase any Letter of Credit and the
Swingline Lender will not be required to make any Swingline Loans, unless in
each case it is satisfied that all related LC Exposure and Swingline Exposure of
such Defaulting Lender or Potential Defaulting Lender is fully covered or
eliminated by any combination satisfactory to the Issuing Bank or the Swingline
Lender, as the case may be, of the following:

      
      

      (i) in
the case of a Defaulting Lender, the LC Exposure and Swingline Exposure of such
Defaulting Lender is reallocated, as to outstanding and future Letters of Credit
and Swingline Exposure, to the Non-Defaulting Lenders as provided in Section 2.23(a)(i);
and

      


      (ii) in
the case of a Defaulting Lender or a Potential Defaulting Lender, without
limiting the provisions of Section 2.23(a)(ii),
the Borrowers Cash Collateralize their payment and reimbursement obligations
with respect to such Letter of Credit or Swingline Loan in an amount at least
equal to the aggregate amount of the unreallocated obligations (contingent or
otherwise) of such Defaulting Lender or Potential Defaulting Lender in respect
of such Letter of Credit or Swingline Loan, or the Borrowers make other
arrangements satisfactory to the Administrative Agent, the Issuing Bank and the
Swingline Lender, as the case may be, to protect them against the risk of
non-payment by such Defaulting Lender or Potential Defaulting
Lender;

      


      provided that (a) the
sum of each Non-Defaulting Lender’s Revolving Credit Exposure may not in any
event exceed the Revolving Commitment of such Non-Defaulting Lender, and (b)
neither any such reallocation nor any payment by a Non-Defaulting Lender
pursuant thereto nor any such Cash Collateralization or reduction will
constitute a waiver or release of any claim the Borrowers, the Administrative
Agent, the Issuing Bank, the Swingline Lender or any other Lender may have
against such Defaulting Lender or Potential Defaulting Lender, or cause such
Defaulting Lender or Potential Defaulting Lender to be a Non-Defaulting
Lender.

       

      Each
Borrowing and each issuance, amendment, extension or renewal of any Letter of
Credit shall be deemed to constitute a representation and warranty by the
Borrowers on the date thereof as to the matters specified in paragraphs (a), (b)
and (c) of this Section
3.2.

       

      Section
3.3.                Delivery of
Documents.     All of
the Loan Documents, certificates, legal opinions and other documents and papers
referred to in this ARTICLE III, unless
otherwise specified, shall be delivered to the Administrative Agent for the
account of each of the Lenders and, except for the Notes, in sufficient
counterparts or copies for each of the Lenders and shall be in form and
substance satisfactory in all respects to the Administrative Agent.

       

        
          
             


          

          
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      ARTICLE
IV

          

      REPRESENTATIONS AND
WARRANTIES

       

      The
Borrowers represent and warrant to the Administrative Agent and each Lender as
follows:

        

      Section
4.1.                Existence;
Power.     Each of
the Borrowers and their Domestic Subsidiaries (i) is duly organized, validly
existing and in good standing as a corporation, partnership or limited liability
company under the laws of the jurisdiction of its organization, (ii) has all
requisite power and authority to carry on its business as now conducted, and
(iii) is duly qualified to do business, and is in good standing, in each
jurisdiction where such qualification is required, except, in the case of either
of clauses (ii) or (iii), where the failure to do so could not reasonably be
expected to result in a Material Adverse Effect.

       

      Section
4.2.                 Organizational Power;
Authorization.     The
execution, delivery and performance by each Loan Party of the Loan Documents to
which it is a party are within such Loan Party’s organizational powers and have
been duly authorized by all necessary organizational, and if required,
shareholder, partner or member, action. This Agreement has been duly executed
and delivered by the Borrowers, and constitutes, and each
other Loan Document to which any Loan Party is a party, when executed and
delivered by such Loan Party, will constitute, valid and binding obligations of
the Borrowers or such Loan Party (as the case may be), enforceable against it in
accordance with their respective terms, except as may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting
the enforcement of creditors’ rights generally and by general principles of
equity.

       

      Section
4.3.                 Governmental Approvals; No
Conflicts.     The
execution, delivery and performance by, and the enforcement against, the
Borrowers and their Domestic Subsidiaries of this Agreement and the other Loan
Documents to which such Persons are a party (a) do not require, except as set
forth on Schedule
4.3, any consent (including Required PUC Consents) or approval of,
registration or filing with, or any action by, any Governmental Authority or any
other Person, except those as have been obtained or made and are in full force
and effect, (b) will not violate any Requirements of Law applicable to the
Borrowers or any of their Subsidiaries or any judgment, order or ruling of any
Governmental Authority, (c) will not violate or result in a breach or default
under any Material Contract or give rise to a right thereunder to require any
payment to be made by the Borrowers or any of their Subsidiaries, (d) will not
result in the creation or imposition of any Lien on any asset of the Borrowers
or any of their Subsidiaries, except Liens (if any) created under the Loan
Documents or (e) will not result in a material limitation on any licenses,
permits or other Governmental Approvals applicable to the business, operations
or properties of any Loan Party.

       

      Section
4.4.                 Financial
Statements.     The
Borrowers have furnished to each Lender (i) the consolidated balance sheet of
AboveNet and its Subsidiaries as of December 31, 2009 and the related
consolidated statements of operations, shareholders’ equity and cash flows for
the Fiscal Year then ended audited by BDO USA, LLP and (ii) the unaudited
consolidated balance sheet of AboveNet and its Subsidiaries as of September 30,
2010, and the related unaudited consolidated statements of operations and cash
flows for the Fiscal Quarter and year-to-date period then ending, certified by a
Responsible Officer.  Such financial statements fairly present in all
material respects the consolidated financial condition of AboveNet and its
Subsidiaries as of such dates and the consolidated results of operations for
such periods in conformity with GAAP consistently applied, subject to year end
audit adjustments and the absence of footnotes in the case of the statements
referred to in clause (ii). Since December 31, 2009, there have been no changes
with respect to AboveNet and its Subsidiaries which have had or could reasonably be expected
to have, individually or in the aggregate, a Material Adverse
Effect.

       

      
        
           


        

        
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      Section
4.5.                 Litigation and Environmental
Matters.

       

      (a)           No
litigation, investigation or proceeding of or before any arbitrators or
Governmental Authorities is pending against or, to the knowledge of the
Borrowers, threatened against or affecting the Borrowers or any of their
Subsidiaries (i) as to which there is a reasonable possibility of an adverse
determination that could reasonably be expected to have, either individually or
in the aggregate, a Material Adverse Effect or (ii) which in any manner draws
into question the validity or enforceability of this Agreement or any other Loan
Document.

       

      (b)           Except
for the matters set forth on Schedule 4.5, or for
those matters that could not reasonably be expect to have a Material Adverse
Effect, neither the Borrowers nor any of their Subsidiaries (i) has failed to
comply with any Environmental Law or to obtain, maintain or comply with any
permit, license or other approval required under any Environmental Law, (ii) has
become subject to any Environmental Liability, (iii) has received notice of any
claim with respect to any Environmental Liability or (iv) knows of any basis for
any Environmental Liability.

       

      Section
4.6.                Compliance with Laws and
Agreements.     The
Borrowers and each Subsidiary are in compliance with (a) all Requirements of Law
and all judgments, decrees and orders of any Governmental Authority and (b) all
Material Contracts, except, in either case, where non-compliance, either singly
or in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect.

       

      Section
4.7.                Investment Company Act,
Etc.    
Neither
the Borrowers nor any of their Subsidiaries is an “investment company” or is
“controlled” by an “investment company”, as such terms are defined in, or
subject to regulation under or required to register as an “investment company”,
the Investment Company Act of 1940, as amended.

       

      Section
4.8.                 Taxes.    
Except
with respect to the filing of income tax returns required to be filed for the
years ending on or prior to 2008, the Borrowers and their Domestic Subsidiaries
have timely filed or caused to be filed all Federal income tax returns and all
other material tax returns that are required to be filed by them, and have paid
all taxes shown to be due and payable on such returns or on any assessments made
against them or their property and all other material taxes, fees or other
charges (including penalties) imposed on them or any of their property by any
Governmental Authority, except where the same are currently being contested in
good faith by appropriate proceedings and for which such Borrower or such
Subsidiary, as the case may be, has set aside on its books adequate reserves in
accordance with GAAP.  The charges, accruals and reserves on the books
of the Borrowers and their Subsidiaries in respect of such taxes are adequate,
and no tax liabilities that could be materially in excess of the amount so
provided are anticipated.  The foregoing sentences contained in this
Section are true and correct with respect to the income tax returns required to
be filed for the years ending on or prior to 2008, except that the filing of
such returns were not timely made.

       

      
        
           


        

        
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      Section
4.9.                Margin
Regulations.     None of
the proceeds of any of the Loans or Letters of Credit will be used, directly or
indirectly, for “purchasing” or “carrying” any “margin stock” with the
respective meanings of each of such terms under Regulation U or for any purpose
that violates the provisions of the Regulation T, U or X.  Neither the
Borrowers nor their Subsidiaries are engaged principally, or as one of their
important activities, in the business of extending credit for the purpose of
purchasing or carrying “margin stock” (as defined in Regulation
U).  Following the application of the proceeds of any Loan, less than
25% of the value of the assets of the Borrowers and their Subsidiaries which are
subject to any limitation on sale, pledge or other restriction hereunder taken
as a whole have been, and will continue to be, represented by “margin stock” (as
defined in Regulation U).

       

      Section
4.10.              ERISA.    
(a)       No
ERISA Event has occurred or is reasonably expected to occur that, when taken
together with all other such ERISA Events for which liability is reasonably
expected to occur, could reasonably be expected to result in a Material Adverse
Effect.  The “benefit obligations” of all Plans did not, as of the
date of the most recent financial statements reflecting such amounts, exceed the
“fair market value of the assets” of such Plans by more than
$5,000,000.  No event has occurred since the issuance of such
financial statements that would cause the “benefit obligations” of all Plans to
exceed the “fair market value of the assets” of such Plans by the dollar amount
specified in the previous sentence.  The terms “benefit obligations”
and “fair market value of assets” shall be determined by and with such terms
defined in accordance with Statement of Financial Accounting Standards No.
158.

       

      (b)           Each
Employee Benefit Plan is in compliance with the applicable provisions of ERISA,
the Code and other Requirements of Law, except where the failure to be in
compliance could not reasonably be expected to have a Material Adverse
Effect.  Except with respect to Multiemployer Plans, each Qualified
Plan (I) has received a favorable determination from the IRS applicable to the
Qualified Plan’s current remedial amendment cycle (as described in Revenue
Procedure 2007-44 or “2007-44” for short), (II) has timely filed for a favorable
determination letter from the IRS during its staggered remedial amendment cycle
(as defined in 2007-44) and such application is currently being processed by the
IRS, (III) has filed for a determination letter prior to its “GUST remedial
amendment period” (as defined in 2007-44) and received such determination letter
and the staggered remedial amendment cycle first following the GUST remedial
amendment period for such Qualified Plan has not yet expired or (IV) is
maintained under a prototype or volume submitter plan and may rely upon a
favorable opinion or letter issued by the IRS with respect to such prototype or
volume submitter plan.  No event has occurred which would cause the
loss of the Borrowers’ or any ERISA Affiliate’s reliance on the Qualified Plan’s
favorable determination letter or opinion or advisory letter other than where
such loss of reliance could not reasonably be expected to have a Material
Adverse Effect.

       

      (c)           With
respect to any Employee Benefit Plan that is a retiree welfare benefit
arrangement, all amounts have been accrued on the Borrowers’ financial
statements in accordance with Statement of Financial Accounting Standards No.
106.

       

      
        
           


        

        
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      (d)           Except
as would not reasonably be expected, individually or in the aggregate, to have a
Material Adverse Effect: (i) there are no pending or to the best of the
Borrowers’ knowledge, threatened claims, actions or lawsuits or action by any
Governmental Authority, participant or beneficiary with respect to a Employee
Benefit Plan; (ii) there are no violations of the fiduciary responsibility rules
with respect to any Employee Benefit Plan; and (iii) neither the Borrowers nor
any ERISA Affiliate has engaged in a non-exempt “prohibited transaction,” as
defined in Section 406 of ERISA and Section 4975 of the Code, in connection with
any Employee Benefit Plan, that would subject the Borrowers to a tax on
prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of
the Code.

       

      Section
4.11.              Ownership of
Property.

       

      (a)           Each
Borrower and each of their Domestic Subsidiaries has good title to, or valid
leasehold interests in, all of its real and personal property material to the
operation of its business, including all such properties reflected in the most
recent audited consolidated balance sheet of AboveNet referred to in Section 4.4 or
purported to have been acquired by the Borrowers or any Domestic Subsidiary
after said date (except as sold or otherwise disposed of in the ordinary course
of business), in each case free and clear of Liens prohibited by this
Agreement.  All leases that individually or in the aggregate are
material to the business or operations of the Borrowers and their Domestic
Subsidiaries are valid and subsisting and are in full force.

       

      (b)           Each
Borrower and their Domestic Subsidiaries owns, or is licensed, or otherwise has
the right to use, all patents, trademarks, service marks, trade names,
copyrights, franchises, licenses and other intellectual property (collectively,
“IP Rights”)
that are necessary for the operation of its business, and the use thereof by the
Borrowers and their Domestic Subsidiaries does not infringe in any material
respect on the rights of any other Person.  Set forth on Schedule 4.11 is a
list of all IP Rights registered or pending registration with the United States
Copyright Office or the United States Patent and Trademark Office and owned by
any Loan Party, or that any Loan Party has the exclusive right to use, as of the
Closing Date.  No claim has been asserted and is pending by any Person
challenging or questioning the use of any IP Rights or the validity or
effectiveness of any IP Rights, except for any such claims that could not
reasonably be expect to have or result in a Material Adverse Effect, nor does
any Borrower have knowledge of any such claim.  The use of any IP
Rights by any Loan Party or Domestic Subsidiary or the granting of a right or a
license in respect of any IP Rights from any Loan Party or any Domestic
Subsidiary does not infringe on the rights of any Person, except for
infringements that could not reasonably be expected to have or result in a
Material Adverse Effect.

       

      (c)           As
of the Closing Date, none of the IP Rights owned by any of the Loan Parties or
any Domestic Subsidiary is subject to any licensing agreement or similar
arrangement except as set forth on Schedule
4.11.

       

      (d)           The
properties of the Borrowers and their Domestic Subsidiaries are insured with
financially sound and reputable insurance companies which are not Affiliates of
the Borrowers, in such amounts with such deductibles and covering such risks as
are customarily carried by companies engaged in similar businesses and owning
similar properties in localities where the Borrowers or any applicable
Subsidiary operates.

       

      
        
           


        

        
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      Section
4.12.              Disclosure.    
The
Borrowers have disclosed to the Lenders all matters known to them and their
Subsidiaries, that, individually or in the aggregate, could reasonably be
expected to result in a Material Adverse Effect.  Neither the
Information Memorandum nor any of the reports (including without limitation all
reports that the Borrowers are required to file with the Securities and Exchange
Commission), financial statements, certificates or other information furnished
by or on behalf of the Borrowers to the Administrative Agent or any Lender in
connection with the negotiation or syndication of this Agreement or any other
Loan Document or delivered hereunder or thereunder (as modified or supplemented
by any other information so furnished) contains any material misstatement of
fact or omits to state any material fact necessary in order to make the
statements contained therein, taken as a whole, not materially misleading in
light of the circumstances under which such statements were made; provided that,
with respect to projected financial information, the Borrowers represent only
that such information was prepared in good faith based on assumptions believed
to be reasonable at the time prepared (it being understood that projections are
subject to uncertainties and contingencies, many of which are beyond the control
of the Borrowers, and that no assurance can be given that such projections will
be realized).

       

      Section
4.13.              Labor
Relations.     Except
for those matters that could not reasonably be expected to have a Material
Adverse Effect, there are no strikes, lockouts or other labor disputes or
grievances against the Loan Parties, or, to the Borrowers’ knowledge, threatened
against or affecting the Loan Parties, and no significant unfair labor practice,
charges or grievances are pending against the Loan Parties, or to the Borrowers’
knowledge, threatened against any of them before any Governmental
Authority.  All payments due from the Loan Parties pursuant to the
provisions of any collective bargaining agreement have been paid or accrued as a
liability on the books of the Loan Parties, except where the failure to do so
could not reasonably be expected to have a Material Adverse Effect.

       

      Section
4.14.              Subsidiaries.    
Schedule 4.14 sets
forth a complete and accurate list as of the Closing Date of each Loan Party
(other than AboveNet) and each Subsidiary, together with (a) number of shares or
interests of each class of Capital Stock outstanding and (b) number and
percentage of outstanding shares of each class owned (directly or indirectly) by
any Loan Party or any Subsidiary or other Person.  Except as set forth
on Schedule
4.14, none of the shares or interests of Capital Stock of any Loan Party
(other than AboveNet) or any of its Domestic Subsidiaries is subject to any
outstanding options, warrants, rights of conversion or purchase and all other
similar rights with respect thereto. The outstanding Capital Stock of each Loan
Party and each Domestic Subsidiary is validly issued, fully paid and
non-assessable.

       

      Section
4.15.              Solvency.    
After
giving effect to the execution and delivery of the Loan Documents, the making of
the Loans and issuance of Letters of Credit under this Agreement, and the
repayment of the Existing Indebtedness on the Closing Date, the Borrowers and
their Domestic Subsidiaries will be Solvent.

       

      Section
4.16.              OFAC.    
No Loan
Party (i) is a person whose property or interest in property is blocked or
subject to blocking pursuant to Section 1 of Executive Order 13224 of September
23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit,
Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii)
engages in any dealings or transactions prohibited by Section 2 of such
executive order, or is otherwise associated with any such person in any manner
violative of Section 2, or (iii) is a person on the list of Specially Designated
Nationals and Blocked Persons or subject to the limitations or prohibitions
under any other U.S. Department of Treasury’s Office of Foreign Assets Control
regulation or executive order.

       

      
        
           


        

        
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      Section
4.17.              Patriot
Act.     Each Loan
Party is in compliance, in all material respects, with (i) the Trading with
the Enemy Act, as amended, and each of the foreign assets control regulations of
the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as
amended) and any other enabling legislation or executive order relating thereto,
and (ii) the Uniting And Strengthening America By Providing Appropriate Tools
Required To Intercept And Obstruct Terrorism (USA Patriot Act of
2001).  No part of the proceeds of any Loan, and no Letters of Credit,
will be used, directly or indirectly, for any payments to any governmental
official or employee, political party, official of a political party, candidate
for political office, or anyone else acting in an official capacity, in order to
obtain, retain or direct business or obtain any improper advantage, in violation
of the United States Foreign Corrupt Practices Act of 1977, as
amended.

       

      Section
4.18.              Security
Documents.    
The
Guaranty and Security Agreement, upon execution and delivery thereof by the
parties thereto, will create in favor of the Administrative Agent, for the
ratable benefit of the Lenders, a legal, valid and enforceable security interest
in the Collateral (as defined in the Guaranty and Security Agreement) and the
proceeds thereof, in which a security interest may be created under the UCC as
in effect from time to time, and the Lien created under the Guaranty and
Security Agreement is (or will be, upon the filing of appropriate financing
statements with appropriate offices, the filings of grants of security in
Intellectual Property with the United States Patent and Trademark Office and the
United States Copyright Office, the notation of Liens on certificates of title
for assets subject to certificate of title statutes, the execution of
appropriate control agreements and the delivery of certificated securities and
instruments to the Administrative Agent) a fully perfected Lien on, and security
interest in, all right, title and interest of the Loan Parties in such
Collateral, to the extent perfection can be effected thereby pursuant to the UCC
as in effect from time to time, in each such case prior and superior in right to
any other Person, other than with respect to Permitted Liens specified in
clauses (b), (c) and (d) of Section
7.2.

       

      (b)           Upon
the recordation of the IP Security Agreements with the United States Patent and
Trademark Office and the United States Copyright Office and the filing of any
applicable financing statements as provided in the preceding subsection (a), the
Lien created under the Guaranty and Security Agreement will constitute a fully
perfected Lien on all right, title and interest of the Loan Parties in the
registered Intellectual Property or any applications therefor other than any
“intent to use” application for which a statement of use has not been filed, in
which a security interest may be fully perfected by filing in the United States
Patent and Trademark Office and the United States Copyright Office, in each case
prior and superior in right to any other Person, except with respect to
Permitted Encumbrances (it being understood that subsequent recordings in the
United States Patent and Trademark Office or the United States Copyright Office
may be necessary to perfect a Lien on registered trademarks and trademark
applications or copyrights, respectively, acquired by the Loan Parties after the
Closing Date).

       

      
        
           


        

        
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      (c)           The
Guaranty and Security Agreement, upon execution and delivery thereof by the
parties thereto, will create in favor of the Administrative Agent, for the
ratable benefit of the Lenders, a legal, valid and enforceable security interest
in the Pledged Collateral (as defined in the Guaranty and Security Agreement)
and the proceeds thereof, and, when such Collateral is delivered to the
Administrative Agent, together with stock powers and endorsements duly executed
in blank, the Lien granted pursuant to the Guaranty and Security Agreement, to
the extent perfection can be effected under the UCC as in effect from time to
time, shall constitute a fully perfected Lien on, and security interest in, all
right, title and interest of the pledgor thereunder in such Pledged Collateral,
in each case prior and superior in right to any other Person, other than with
respect to Permitted Encumbrances.

       

      (d)           As
of the Closing Date, neither the Borrowers nor any of their Domestic
Subsidiaries own any real property.

       

      (e)           Schedule 4.18 lists
completely and correctly as of the Closing Date the address of all real property
leased or used by the Borrowers and their Domestic Subsidiaries where any
tangible personal property of any Loan Party having a value greater than
$500,000 is located, which may include leased and non-leased locations where
Borrowers carry on the Telecommunications Business.  As of the Closing
Date, for each leased location listed on Schedule 4.18, the
Borrowers and their Domestic Subsidiaries have valid leases in all the leased
real property.

       

      (f)           Schedule 4.18 is a
list of all locations where any tangible personal property of any Loan Party
having a value greater than $500,000 as of the Closing Date (which list may
include other locations where the Borrowers carry out their Telecommunications
Business), which list shall be updated as set forth in Section
5.1(e).

       

      Section
4.19.             Licensing.    
Except as
set forth in Schedule
4.19 or as would not reasonably be expected to have a Material Adverse
Effect, each of the Loan Parties and their Domestic Subsidiaries has, to the
extent applicable: (i) obtained (or been duly assigned) all required
Governmental Approvals for the acquisition, construction, expansion of,
investment in or operation of its businesses and the facilities and real
property owned, operated, leased and/or managed by the Loan Parties; and (ii)
obtained and maintains in good standing all required Governmental Approvals,
including all FCC Licenses.   No event has occurred or other fact
exists with respect to the Governmental Approvals that allows, or after notice
or lapse of time or both, would allow, revocation, suspension, restriction,
limitation or termination of any of the Governmental Approvals, in each case, so
as to be reasonably expected to have a Material Adverse Effect.  No
notice from any Governmental Authority in respect to the revocation, suspension,
restriction, limitation or termination of any Governmental Approval has been
delivered, issued, proposed or, to the knowledge of any Loan Party, threatened,
in each case, so as to be reasonably expected to have a Material Adverse
Effect.  Each Loan Party has duly filed all reports, statements and
filings that are required to be filed by any of them with respect to licenses
under the Communications Act, and are in all respects in compliance therewith,
including the rules and regulations of the FCC except where the failure to file
such reports, statements and filings could not reasonably be expected to have a
Material Adverse Effect.  Each Loan Party is in all material respects
in compliance with all State PUC Licenses and the applicable State
Telecommunications Laws, except any such failure to comply which has not, and
could not reasonably be expected to have, a Material Adverse Effect or result in
the Loan Parties, taken as a whole, not being authorized to own or operate any
material portion of their properties or assets, or incur or remain liable with
respect to any of the Obligations or Liens granted as security
therefor.  Except as set forth on Schedule 4.19, no
Loan Party has any knowledge of any event or circumstance constituting (i)
noncompliance (or any Person alleging noncompliance) with any rule or regulation
of the FCC and (ii) noncompliance (or any Person alleging noncompliance) with
any applicable State Telecommunications Laws, except, in each case, any
noncompliance which has not, and could not reasonably be expected to have, a
Material Adverse Effect or result in the Loan Parties, taken as a whole, not
being authorized to own or operate any material portion of their properties or
assets, or incur or remain liable with respect to any of the Obligations or
Liens granted as security therefor.

       

      
        
           


        

        
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      (b)           There
is no civil, criminal or administrative action, suit, claim, indictment,
proceeding, hearing, charge, complaint, demand, audit inspection or
investigation pending or, to the knowledge of the Loan Parties, threatened by
any Governmental Agency against any Loan Party or any Subsidiary or any
Responsible Officer thereof, that could reasonably be expected to have a
Material Adverse Effect, nor, to the knowledge of the Loan Parties, is there any
basis therefor.

       

      Section
4.20.             Material
Contracts.     Attached
hereto as Schedule
4.20 is a correct and complete list, as of the date of this Agreement, of
each Material Contract.  No Borrower, nor any of their Subsidiaries,
is in material default under any Material Contract.   To the
knowledge of the Borrowers, no party to a Material Contract (other than the
Borrowers or their Subsidiaries) is in default under any Material Contract
except for any such default that could not reasonably be expected to have or
result in a Material Adverse Effect.

       

      Section
4.21.              Deposit
Accounts.     Attached
hereto as Schedule
4.21 is a correct and complete list of all banks and other financial
institutions at which any Loan Party or any of its Domestic Subsidiaries
maintains deposit or other accounts as of the Closing Date and such Schedule
correctly identifies the name of each depository, the name in which the account
is held, a description of the purpose of the account and the complete account
number therefor.

       

      ARTICLE
V

       

      AFFIRMATIVE
COVENANTS

       

      The
Borrowers covenant and agree that so long as any Lender has a Commitment
hereunder or any Obligation remains unpaid or outstanding:

       

      Section
5.1.                 Financial Statements and
Other Information.     The
Borrowers will deliver to the Administrative Agent (and the Administrative Agent
will, promptly after receipt thereof, deliver or otherwise provide to each
Lender):

       

      
        
           


        

        
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      (a)           as
soon as available and in any event within 90 days after the end of each Fiscal
Year of AboveNet, a copy of the annual audited report for such Fiscal Year for
AboveNet and its Subsidiaries, containing a consolidated balance sheet of (i)
AboveNet and its Subsidiaries and (ii) the Loan Parties, in each case, as of the
end of such Fiscal Year and the related consolidated statements of income,
stockholders’ equity and cash flows (together with all footnotes thereto) of (i)
AboveNet and its Subsidiaries and (ii) the Loan Parties, in each case, for such
Fiscal Year, setting forth in each case in comparative form the figures for the
previous Fiscal Year, all in reasonable detail and reported on by BDO USA, LLP
or other independent public accountants of nationally recognized standing
(without a “going concern” or like qualification, exception or explanation and
without any qualification or exception as to scope of such audit) to the effect
that such financial statements present fairly in all material respects the
financial condition and the results of operations of (i) AboveNet and its
Subsidiaries and (ii) the Loan Parties for such Fiscal Year on a consolidated
basis in accordance with GAAP and that the examination by such accountants in
connection with such consolidated financial statements has been made in
accordance with generally accepted auditing standards;

      
      

      (b)           as
soon as available and in any event within 60 days after the end of each Fiscal
Quarter of AboveNet, an unaudited consolidated balance sheet of (i) AboveNet and
its Subsidiaries and (ii) the Loan Parties, in each case, as of the end of such
Fiscal Quarter and the related unaudited consolidated statements of income and
cash flows of (i) AboveNet and its Subsidiaries and (ii) the Loan Parties, in
each case, for such Fiscal Quarter and the then elapsed portion of such Fiscal
Year, setting forth in each case in comparative form the figures for the
corresponding quarter and the corresponding portion of AboveNet’s previous
Fiscal Year;

       

      (c)           concurrently
with the delivery of the financial statements referred to in clauses (a) and (b)
above, a Compliance Certificate signed by a Responsible Officer of AboveNet, (i)
certifying as to whether there exists a Default or Event of Default on the date
of such certificate, and if a Default or an Event of Default then exists,
specifying the details thereof and the action which the Borrowers have taken or
proposes to take with respect thereto, (ii) setting forth in reasonable detail
calculations demonstrating compliance with the financial covenants set forth in
ARTICLE VI, and
(iii) stating whether any change in GAAP or the application thereof has occurred
since the date of AboveNet’s audited financial statements referred to in Section 4.4 and, if
any change has occurred, specifying the effect of such change on the financial
statements accompanying such certificate; provided, however, that no action shall
be required by the Borrowers under this clause (iii) to the extent any such
change in GAAP or the application thereof does not affect or apply to the
Borrowers and their Domestic Subsidiaries, including the presentation by the
Borrowers of their financial statements;

       

      (d)           not
later than ten (10) days after the delivery of the financial statements referred
to in clause (a) above, a list of all Dispositions made pursuant to Section 7.6 of this
Agreement by the Borrowers and their Domestic Subsidiaries during the Fiscal
Year most recently ended, including a description of the type of replacement
assets and amount and type of other proceeds, if any, received from such
Dispositions;

       

      (e)           within
twenty-five (25) days after the end of each Fiscal Year, a true and correct list
of all locations where any tangible personal property of any Loan Party having a
value greater than $500,000 is located (which list may include other locations
where the Borrowers carry out their Telecommunications Business);

       

      (f)           promptly
after the same become publicly available, copies of all periodic and other
reports, proxy statements and other materials filed with the Securities and
Exchange Commission, or any Governmental Authority succeeding to any or all
functions of said Commission, or with any national securities exchange, or
distributed by AboveNet to its shareholders generally, as the case may be;
and

       

      
        
           


        

        
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      (g)           promptly
following any request therefor, such other information regarding the results of
operations, business affairs and financial condition of the Borrowers or any
Subsidiary as the Administrative Agent or any Lender may reasonably
request.

       

      Documents
required to be delivered pursuant to clause (f) immediately above shall be
deemed to have been delivered to the extent any such documents are included in
materials otherwise filed with the Securities Exchange Commission (“SEC”) and available
on the SEC’s EDGAR or any successor database and if so filed, shall be deemed to
have been delivered on the date on which the Borrowers post such
documents.  The Administrative Agent shall have no obligation to
request the delivery or to maintain copies of the documents referred to above,
and in any event shall have no responsibility to monitor compliance by the
Borrowers with any such request for delivery, and each Lender shall be solely
responsible for requesting delivery to it or maintaining its copies of such
documents.

      


      In the
event that any financial statement delivered pursuant to clauses (a) or (b)
immediately above or any Compliance Certificate is shown to be inaccurate
(regardless of whether this Agreement or any Commitment is in effect when such
inaccuracy is discovered), and such inaccuracy, if corrected, would have led to
the application of a higher Applicable Margin for any period (an “Applicable Period”)
than the Applicable Margin applied for such Applicable Period, then (i) the
Borrowers shall immediately deliver to the Administrative Agent a corrected
Compliance Certificate for such Applicable Period, (ii) the Applicable Margin
for such Applicable Period shall be determined in accordance with the corrected
Compliance Certificate, and (iii) the Borrowers shall immediately pay to the
Administrative Agent the accrued additional interest owing as a result of such
increased Applicable Margin for such Applicable Period, which payment shall be
promptly applied by the Administrative Agent to the Obligations.  This
Section 5.1
shall not limit the rights of the Administrative Agent or the Lenders with
respect to Section
2.12(c) and ARTICLE
VIII.

       

      Section
5.2.                Notices of Material
Events.     The
Borrowers will furnish to the Administrative Agent and each Lender prompt (and,
in any event, not later than three (3) Business Days after a Responsible Officer
becomes aware thereof) written notice of the following:

       

      (a)           the
occurrence of any Default or Event of Default;

       

      (b)           the
filing or commencement of any action, suit or proceeding by or before any
arbitrator or Governmental Authority against or, to the knowledge of the
Borrowers, affecting the Borrowers or any Domestic Subsidiary which could
reasonably be expected to result in a Material Adverse Effect;

       

      (c)           the
occurrence of any event or any other development by which the Borrowers or any
of their Domestic Subsidiaries (i) fails to comply with any Environmental Law or
to obtain, maintain or comply with any permit, license or other approval
required under any Environmental Law, (ii) becomes subject to any Environmental
Liability, (iii) receives notice of any claim with respect to any Environmental
Liability, or (iv) becomes aware of any basis for any Environmental Liability
and in each of the preceding clauses, which individually or in the aggregate,
could reasonably be expected to result in a Material Adverse
Effect;

       

      
        
           


        

        
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      (d)           the
occurrence of any ERISA Event that alone, or together with any other ERISA
Events that have occurred, could reasonably be expected to result in liability
of the Borrowers and their Domestic Subsidiaries in an aggregate amount
exceeding $500,000;

       

      (e)           the
occurrence of any default or event of default, or the receipt by Borrowers or
any of their Domestic Subsidiaries of any written notice of an alleged default
or event of default, with respect to any Material Indebtedness of the Borrowers
or any of their Domestic Subsidiaries;

       

      (f)           the
early termination or breach by any Person of any contract or agreement to which
a Borrower or any Domestic Subsidiary is a party (and, with respect to any
Person other than a Loan Party, to the extent the Borrowers have knowledge of
such termination or breach) if such termination or breach could reasonably be
expected to have or result in a Material Adverse Effect;

       

      (g)           any
communications with the relevant PUCs with respect to the revocation of any such
Required PUC Consent (and shall promptly provide the Administrative Agent with
copies of all material communications received or sent in writing to or from the
PUCs with respect to the revocation of such consents); and

       

      (h)           any
other development that results in, or could reasonably be expected to result in,
a Material Adverse Effect.

       

      Each
notice delivered under this Section 5.2 shall be
accompanied by a written statement of a Responsible Officer setting forth the
details of the event or development requiring such notice and any action taken
or proposed to be taken with respect thereto.

       

      Section
5.3.                Existence; Conduct of
Business.     Each
Borrower will, and will cause each of its Domestic Subsidiaries to, do or cause
to be done all things necessary to preserve, renew and maintain in full force
and effect its legal existence and its respective rights, licenses, permits,
privileges, franchises, patents, copyrights, trademarks and trade names material
to the conduct of its business and will continue to engage in the same business
as presently conducted or such other businesses that are reasonably related
thereto; provided, that
nothing in this Section 5.3 shall
prohibit any merger, consolidation, liquidation or dissolution permitted under
Section
7.3.

       

      Section
5.4.                Compliance with Laws,
Etc.    
Each
Borrower will, and will cause each of its Domestic Subsidiaries to, comply with
all laws, rules, regulations and requirements of any Governmental Authority
applicable to its business and properties, including without limitation, all
Environmental Laws, ERISA and OSHA, except where the failure to do so, either
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect.  Each Loan Party shall, and shall cause
each of its Domestic Subsidiaries to, duly and timely file all reports,
statements and filings that are required to be filed by any of them with respect
to licenses under the Communications Act, and comply in all respects therewith,
including without limitation the rules and regulations of the FCC, except where
the failure to so file or comply, either individually or in the aggregate, could
not reasonably be expected to result in a Material Adverse
Effect.  Each Loan Party shall comply in all respects with all PUC
licenses and the applicable state telecommunications laws, except any such
failure which, individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect or result in the Loan Parties, taken
as a whole, not being authorized to own or operate any material portion of their
property or assets, or incur or remain liable with respect to any of the
Obligations or Liens granted as security therefor.

       

      
        
           


        

        
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      Section
5.5.                Payment of
Obligations.     Each
Borrower will, and will cause each of its Domestic Subsidiaries to, pay and
discharge all of its obligations and liabilities (including without limitation
all taxes, assessments and other government charges, levies and all other claims
that could result in a statutory Lien) before the same shall become delinquent
or in default, except where (a)(i)the validity or amount thereof is being
contested in good faith by appropriate proceedings and (ii) such Borrower or
such Domestic Subsidiary has set aside on its books adequate reserves with
respect thereto in accordance with GAAP or (b) the failure to make payment could
not reasonably be expected to result in a Material Adverse Effect.

       

      Section
5.6.                Books and
Records.     Each
Borrower will, and will cause each of its Subsidiaries to, keep books of record
and account in which complete entries shall be made of all dealings and
transactions in relation to its business and activities to the extent necessary
to prepare the consolidated financial statements of the Borrowers in conformity
with GAAP.  The principal records and books of account, including
those concerning the Collateral, shall be kept at the chief executive office of
each Borrower.  The Borrowers will not move such records and books of
account or change its chief executive office or the name under which it does
business without (a) giving the Administrative Agent at least 10 days’
prior written notice, and (b) executing and delivering, or authorizing the
filing by the Administrative Agent of, financing statements reasonably
satisfactory to the Administrative Agent prior to such move or
change.

       

      Section
5.7.                Visitation, Inspection,
Etc.    
Each
Borrower will, and will cause each of its Domestic Subsidiaries to, permit any
representative of the Administrative Agent or any Lender, to visit and inspect
its properties during normal business hours, to examine its books and records
and to make copies and take extracts therefrom, and to discuss its affairs,
finances and accounts with any of its officers and with its independent
certified public accountants, all upon reasonable prior notice to the Borrowers;
provided, however, that
so long as no Event of Default has occurred and is continuing, the
Administrative Agent shall not conduct more than two (2) such visits and
inspections in any 12 month period; and provided, further, if an Event of
Default has occurred and is continuing, no prior notice shall be
required.

       

      Section
5.8.                Maintenance of Properties;
Insurance.     Each
Borrower will, and will cause each of its Domestic Subsidiaries to, (a) keep and
maintain all property material to the conduct of its business in reasonably good
working order and condition, ordinary wear and tear excepted, (b) maintain with
financially sound and reputable insurance companies, insurance with respect to
its properties and business, and the properties and business of their Domestic
Subsidiaries, against loss or damage of the kinds customarily insured against by
companies in the same or similar businesses operating in the same or similar
locations, and (c) at all times shall name Administrative Agent as additional
insured on all liability policies of the Borrowers and their Domestic
Subsidiaries.

       

      
        
           


        

        
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      Section
5.9.                Use of Proceeds and Letters
of Credit.     The
Borrowers will use the proceeds of (i) all Loans funded on the Closing Date to
pay fees and expenses associated with the closing of this Agreement and to
refinance the Existing Indebtedness and (ii) all other Loans to finance working
capital needs and for other general corporate purposes of the Borrowers and
their Domestic Subsidiaries.  No part of the proceeds of any Loan will
be used, whether directly or indirectly, for any purpose that would violate any
rule or regulation of the Board of Governors of the Federal Reserve System,
including Regulations T, U or X.  All Letters of Credit will be used
for general corporate purposes.

       

      Section
5.10.              Additional
Subsidiaries.

       

      (a)           If
any Domestic Subsidiary becomes a Material Subsidiary after the Closing Date, or
any Material Subsidiary is acquired or formed after the Closing Date, the
Borrowers will promptly notify the Administrative Agent and the Lenders thereof
and, within ten (10) Business Days after any such Domestic Subsidiary becomes a
Material Subsidiary, or such Material Subsidiary is acquired or formed, will
cause such Material Subsidiary to become a Subsidiary Loan
Party.   A Material Subsidiary shall become an additional
Subsidiary Loan Party by executing and delivering to the Administrative Agent a
Guaranty and Security Agreement Supplement substantially in the form of Exhibit D to the
Guaranty and Security Agreement, accompanied by (i) all other Loan
Documents related thereto and all documents, instruments and certificates as may
be required pursuant to Section 5.12,
(ii) certified copies of certificates or articles of incorporation or
organization, by-laws, membership operating agreements, and other organizational
documents, appropriate authorizing resolutions of the board of directors of such
Domestic Subsidiaries, and opinions of counsel comparable to those delivered
pursuant to Section
3.1(b), and (iii) such other documents and instruments as the
Administrative Agent may reasonably request.  No Domestic Subsidiary
that becomes a Subsidiary Loan Party shall thereafter cease to be a Subsidiary
Loan Party or be entitled to be released or discharged from its obligations
under the Guaranty and Security Agreement (except as otherwise expressly
provided for herein or therein).

       

      (b)           If,
at any time, the aggregate revenue or assets (on a non-consolidated basis) of
the Borrowers and those Subsidiaries that are then Subsidiary Loan Parties are
less than the Aggregate Subsidiary Threshold, then the Borrowers shall cause one
or more other Domestic Subsidiaries to become additional Subsidiary Loan
Parties, as provided in clause (a) above, within ten (10) Business Days after
such revenues or assets become less than the Aggregate Subsidiary Threshold so
that after including the revenue and assets of any such additional Subsidiary
Loan Parties, the aggregate revenue and assets (on a non-consolidated basis) of
the Borrowers and all such Subsidiary Loan Parties would equal or exceed the
Aggregate Subsidiary Threshold.  Upon the occurrence and during the
continuation of any Event of Default, if the Required Lenders so direct, the
Borrowers shall (i) cause all of its Domestic Subsidiaries to become additional
Subsidiary Loan Parties, as provided in clause (a) above, within ten (10)
Business Days after the Borrowers’ receipt of written confirmation of such
direction from the Administrative Agent.  The Borrowers may elect at
any time to have any Subsidiary become an additional Subsidiary Loan Party as
provided in clause (a) above.

       

      
        
           


        

        
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      Section
5.11.              Post Closing
Obligations.     The
Borrowers agree to provide to the Administrative Agent (a) within the sixty (60)
days following the Closing Date, each of the following, each of which shall be
in form and substance reasonably satisfactory to the Administrative Agent: (i) a
charge over shares executed by International pursuant to which International
grants a perfected Lien under English law in favor of the Administrative Agent
for the benefit of the Lenders in 65% of the voting equity interests and 100% of
the non-voting equity interests of each of MFN Europe, Ltd. and AboveNet
Communications Europe Limited, (ii) favorable legal opinions of counsel to
International, MFN Europe, Ltd. and AboveNet Communications Europe Limited
addressed to the Administrative Agent and each Lender, pertaining to the matters
described in clause (i) above and (iii) to the extent deemed necessary or
advisable by the Administrative Agent, certificates representing the equity
interests so pledged by International, together with an undated stock (or
analogous) power for each such certificate executed in blank by a duly
authorized officer of International and (b) within the thirty (30) days
following the Closing Date, each of the following, which shall be in form and
substance reasonably satisfactory to the Administrative Agent: certificates of
good standing from the Secretary of State of each of Illinois and South Carolina
with respect to ACI’s qualification to transact business as a foreign
corporation in each such jurisdiction.

       

      Section
5.12.              Further
Assurances.     The
Borrowers will, and will cause each Subsidiary Loan Party to, execute any and
all further documents, financing statements, agreements and instruments, and
take all further action (including filing UCC and other financing statements,
continuation statements, amendments, mortgages and deeds of trust) that may be
required under applicable law, or that the Required Lenders or the
Administrative Agent may reasonably request, in order to effectuate the
transactions contemplated by the Loan Documents and in order to grant, preserve,
protect and perfect the validity and first priority (subject to Permitted Liens)
of the security interests and Liens created or intended to be created by the
Security Documents.  In addition, from time to time, the Borrowers
will, at their cost and expense, promptly secure the Obligations by pledging or creating, or
causing to be pledged or created, perfected security interests with respect to
such of its assets and properties as the Administrative Agent or the Required
Lenders shall designate (it being understood that it is the intent of the
parties that the Obligations shall be secured by substantially all the assets of
the Borrowers and the Subsidiary Loan Parties (including real and other
properties acquired subsequent to the Closing Date)).  Such security
interests and Liens will be created under the Security Documents and other
security agreements, mortgages, deeds of trust and other instruments and
documents in form and substance reasonably satisfactory to the Administrative
Agent, and the Borrowers shall deliver or cause to be delivered to the
Administrative Agent all such instruments and documents (including legal
opinions, title insurance policies and lien searches) as the Administrative
Agent shall reasonably request to evidence compliance with this
Section.  The Borrowers agree to provide such evidence as the
Administrative Agent shall reasonably request as to the perfection and priority
status of each such security interest and Lien.  In furtherance of the
foregoing, the Borrowers will give prompt notice to the Administrative Agent of
the acquisition by a Borrower or any of the Subsidiary Loan Parties of any real
property (or any fee interest in real property) having a value in excess of
$2,500,000.

       

      
        
           


        

        
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      ARTICLE
VI

       

      FINANCIAL
COVENANTS

       

      The
Borrowers covenant and agree that so long as any Lender has a Commitment
hereunder or any Obligation remains unpaid or outstanding:

       

      Section
6.1.                 Leverage
Ratio.     The
Borrowers will maintain, as of the end of each Fiscal Quarter commencing with
the Fiscal Quarter ending March 31, 2011, a Leverage Ratio not greater than
2.50:1.00.

       

      Section
6.2.                 Interest Coverage
Ratio.     The
Borrowers will maintain, as of the end of each Fiscal Quarter commencing with
the Fiscal Quarter ending March 31, 2011, an Interest Coverage Ratio not less
than 3.00:1.00.

       

      ARTICLE
VII

       

      NEGATIVE
COVENANTS

       

      The
Borrowers covenant and agree that so long as any Lender has a Commitment
hereunder or any Obligation remains outstanding:

       

      Section
7.1.                 Indebtedness and Preferred
Equity.     The
Borrowers will not, and will not permit any of their Domestic Subsidiaries to,
create, incur, assume or suffer to exist any Indebtedness, except:

       

      (a)           the
Obligations;

       

      (b)           Indebtedness
of the Borrowers and their Domestic Subsidiaries existing on the date hereof and
set forth on Schedule
7.1 and extensions, renewals and replacements of any such Indebtedness
that do not increase the outstanding principal amount thereof (immediately prior
to giving effect to such extension, renewal or replacement) or shorten the
maturity or the weighted average life thereof;

       

      (c)           Indebtedness
of the Borrowers or any Domestic Subsidiary incurred to finance the acquisition,
construction or improvement of any fixed or capital assets, including Capital
Lease Obligations, and any Indebtedness assumed in connection with the
acquisition of any such assets or secured by a Lien on any such assets prior to
the acquisition thereof; provided, that such Indebtedness is incurred prior to
or within 90 days after such acquisition or the completion of such construction
or improvements or extensions, renewals, and replacements of any such
Indebtedness that do not increase the outstanding principal amount thereof
(immediately prior to giving effect to such extension, renewal or replacement)
or shorten the maturity or the weighted average life thereof; provided further,
that the aggregate principal amount of such Indebtedness does not exceed
$20,000,000 at any time outstanding;

       

      
        
           


        

        
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      (d)           Indebtedness
of the Borrowers owing to any Subsidiary and Indebtedness of any Domestic
Subsidiary owing to the Borrowers or any other Subsidiary; provided, that any
such Indebtedness that will be owed by or to a Subsidiary that is not a
Subsidiary Loan Party shall not be incurred or assumed unless the incurrence or
assumption thereof would be permitted pursuant to Section 7.4; provided further that any such
intercompany Indebtedness owing to a Loan Party in excess of $250,000 in the
aggregate during any Fiscal Year shall be evidenced by a promissory note and
such note shall be pledged, be subordinated to the Obligations and delivered to
the Administrative Agent pursuant to the Guaranty and Security Agreement as
additional collateral security for the Obligations;

       

      (e)           Guarantees
by the Borrowers of Indebtedness of any Subsidiary and by any Domestic
Subsidiary of Indebtedness of the Borrowers or any other Subsidiary; provided, that
Guarantees by any Loan Party of Indebtedness of any Subsidiary that is not a
Subsidiary Loan Party shall be subject to Section
7.4;

       

      (f)           Indebtedness
of any Person which becomes a Loan Party after the date of this Agreement; provided, that (i)
such Indebtedness exists at the time that such Person becomes a Loan Party and
is not created in contemplation of or in connection with such Person becoming a
Loan Party and (ii) the aggregate principal amount of such Indebtedness
permitted hereunder shall not exceed $25,000,000 outstanding at any
time;

       

      (g)           Indebtedness
in respect of Hedging Obligations permitted by Section
7.10;

       

      (h)           the
uncollateralized portion of letters of credit (other than Letters of Credit), in
an aggregate stated amount not to exceed $10,000,000 at any time outstanding and
issued in the ordinary course of business in lieu of surety and performance
bonds or deposits; and

       

      (i)           additional
unsecured Indebtedness so long as (i) no Default or Event of Default shall have
occurred and be continuing at the time thereof or would result therefrom and
(ii) immediately after giving effect to the incurrence of such Indebtedness on a
Pro Forma Basis, the Borrowers shall be in compliance with (x) the financial
covenant set forth in Section 6.2, (y) a
Leverage Ratio of not greater than 2.00:1.00 and (z) the Borrowers shall have
not less than $30,000,000 of Liquidity, of which the aggregate amount of
Revolving Loans that would be available to be funded to the Borrowers at such
time pursuant to Section 2.2 is not
less than $15,000,000.

       

      The
Borrowers will not, and will not permit any Domestic Subsidiary to, issue any
preferred stock or any other preferred equity interest that (i) matures or is
mandatorily redeemable pursuant to a sinking fund obligation or otherwise, (ii)
is or may become redeemable or repurchaseable by the Borrowers or such
Subsidiary at the option of the holder thereof, in whole or in part or (iii) is
convertible or exchangeable at the option of the holder thereof for Indebtedness
or preferred stock or any other preferred equity interest described in this
paragraph, on or prior to, in the case of clause (i), (ii) or (iii), the first
anniversary of the Revolving Commitment Termination Date.

       

      Section
7.2.                Negative
Pledge.     The
Borrowers will not, and will not permit any of their Domestic Subsidiaries to,
create, incur, assume or suffer to exist any Lien on any of its assets or
property now owned or hereafter acquired, except for the following
(collectively, “Permitted
Liens”):

       

      (a)           Liens
securing the Obligations;

       

      
        
           


        

        
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      (b)           Permitted
Encumbrances;

       

      (c)           any
Liens on any property or asset of the Borrowers or any Domestic Subsidiary
existing on the Closing Date set forth on Schedule 7.2; provided, that such
Lien shall not apply to any other property or asset of the Borrowers or any
Domestic Subsidiary;

       

      (d)           purchase
money Liens upon or in any fixed or capital assets to secure the purchase price
or the cost of construction or improvement of such fixed or capital assets or to
secure Indebtedness incurred solely for the purpose of financing the
acquisition, construction or improvement of such fixed or capital assets
(including Liens securing any Capital Lease
Obligations); provided, that (i)
such Lien secures Indebtedness permitted by Section 7.1(c), (ii)
such Lien attaches to such asset concurrently or within 90 days after the
acquisition, improvement or completion of the construction thereof; (iii) such
Lien does not extend to any other asset; and (iv) the Indebtedness secured
thereby does not exceed the cost of acquiring, constructing or improving such
fixed or capital assets;

       

      (e)           Liens
on property or assets acquired pursuant to Section 7.4(k), or on
property or assets of a Domestic Subsidiary of the Borrowers acquired pursuant
to Section
7.4(k), in each case, which Liens are in existence at the time such
property or assets or such Domestic Subsidiary is acquired pursuant to Section 7.4(k); provided, that, (x) any
Indebtedness that is secured by such Liens is permitted to exist under Section 7.1 and
(y) such Liens were not incurred in connection with, or in contemplation or
anticipation of, such acquisition and do not attach to any other asset of the
Borrowers or any of their Domestic Subsidiaries;

       

      (f)           other
Liens with an aggregate fair value not to exceed $2,000,000, provided that no
such Lien shall reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect; and

       

      (g)           extensions,
renewals, or replacements of any Lien referred to in paragraphs (a) through (f)
of this Section
7.2; provided, that the
principal amount of the Indebtedness secured thereby is not increased and that
any such extension, renewal or replacement is limited to the assets originally
encumbered thereby.

       

      Section
7.3.                 Fundamental Changes; Line of
Business.

       

      (a)           The
Borrowers will not, and will not permit any Domestic Subsidiary to, merge into
or consolidate into any other Person, or permit any other Person to merge into
or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a
single transaction or a series of transactions) all or substantially all of its
assets (in each case, whether now owned or hereafter acquired) or all or
substantially all of the stock of any of their Domestic Subsidiaries (in each case, whether
now owned or hereafter acquired) or liquidate or
dissolve; provided, that if at the time thereof
and immediately after giving effect thereto, no Default or Event of Default
shall have occurred and be continuing (i) a Borrower or any Domestic Subsidiary
may merge with a Person if such Borrower (or such Domestic Subsidiary if a
Borrower is not a party to such merger) is the surviving Person, (ii) any
Domestic Subsidiary that is not a Borrower may merge into another Domestic
Subsidiary; provided, that if any
party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall
be the surviving Person, (iii) any Domestic Subsidiary may sell, transfer, lease
or otherwise dispose of all or substantially all of its assets to a Borrower or
to a Subsidiary Loan Party and (iv) any Domestic Subsidiary (other than a
Subsidiary Loan Party) may liquidate or dissolve if the Borrowers determine in
good faith that such liquidation or dissolution is in the best interests of the
Borrowers and is not materially disadvantageous to the Lenders; provided, that any
such merger involving a Person that is not a wholly-owned Subsidiary immediately
prior to such merger shall not be permitted unless also permitted by Section
7.6.

       

      
        
           


        

        
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      (b)           The
Borrowers will not, and will not permit any of their Domestic Subsidiaries to,
engage in any business other than businesses of the type conducted by the
Borrowers and their Domestic Subsidiaries on the date hereof and businesses
reasonably related thereto.

       

      Section
7.4.                Investments, Loans,
Etc.    
The
Borrowers will not, and will not permit any of their Domestic Subsidiaries to,
purchase, hold or acquire (including pursuant to any merger with any Person that
was not a wholly-owned Subsidiary prior to such merger), any Capital Stock or
evidence of indebtedness, make or permit to exist any loans or advances to,
Guarantee any obligations of, or make or permit to exist any investment or any
other interest in, any other Person, or purchase or otherwise acquire (in one
transaction or a series of transactions) all or substantially all of the assets
of a Person, or any assets of any other Person that constitute a business unit
or division of any other Person, or create or form any Domestic Subsidiary (all
of the foregoing being collectively called “Investments”),
except:

       

      (a)           Investments
(other than Permitted Investments) existing on the date hereof and set forth on
Schedule 7.4
(including Investments in Subsidiaries);

       

      (b)           Cash
and Permitted Investments so long as such Investments are maintained in accounts
subject to a Deposit Account Control Agreement, a Securities Account Control
Agreement or in Excluded Accounts;

       

      (c)           Guarantees
constituting Indebtedness permitted by Section 7.1; provided, that the
aggregate principal amount of Indebtedness of Subsidiaries that are not Loan
Parties that is Guaranteed by any Loan Party shall be permitted only to the
extent that an Investment in the principal amount of such Indebtedness would be
permitted to be made at the time of determination pursuant to clause (j) or (k)
of this Section
7.4;

       

      (d)           loans
or advances to employees, officers or directors of the Borrowers or any
Subsidiary in the ordinary course of business for travel, relocation and related
expenses; provided,
however, that the aggregate amount of all such loans and advances does
not exceed $5,000,000 at any time;

       

      (e)           Hedging
Transactions permitted by Section
7.10;

       

      (f)           accounts
receivable created, acquired or made and trade credit extended in the ordinary
course of business and payable or dischargeable in accordance with customary
trade terms;

       

      
        
           


        

        
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      (g)           Investments
consisting of stock, obligations, securities or other property received in
settlement of accounts receivable (created in the ordinary course of business);
provided, however, that
the aggregate amount of all such Investments under this clause (g) does not
exceed $2,000,000 at any time;

       

      (h)           so
long as (i) no Default or Event of Default shall have occurred and be continuing
at the time thereof and (ii) immediately after giving effect to such Investment,
the amount of Revolving Loans that would be available to be funded to the
Borrowers pursuant to Section 2.2 is not
less than $10,000,000, Investments in Subsidiaries which are not Loan Parties,
following the Closing Date, in an aggregate amount not to exceed $15,000,000;
provided that
such Investments shall be made in the form of intercompany Indebtedness subject
to the terms set forth in Section
7.1(d);

       

      (i)           so
long as (i) no Default or Event of Default shall have occurred and be continuing
at the time thereof and (ii) immediately after giving effect to such Investment,
the amount of Revolving Loans that would be available to be funded to the
Borrowers pursuant to Section 2.2 is not
less than $10,000,000, repurchases of Capital Stock from employees and directors
in an amount not to exceed (x) $5,000,000 in the aggregate during any Fiscal
Year or (y) $10,000,000 in the aggregate at any time;

       

      (j)           so
long as (i) no Default or Event of Default shall have occurred and be continuing
at the time thereof and (ii) immediately after giving effect to such Investment,
the amount of Revolving Loans that would be available to be funded to the
Borrowers pursuant to Section 2.2 is not
less than $10,000,000, Investments in a Person that is not a Loan Party in an
amount not to exceed (x) $2,000,000 in the aggregate during any Fiscal Year or
(y)  $5,000,000 in the aggregate at any time;

       

      (k)           Investments
(including Investments in the Borrowers and their Subsidiaries) so long as (x)
no Default or Event of Default shall have occurred and be continuing at the time
thereof or would result therefrom, (y) immediately after giving effect thereto
on a Pro Forma Basis, the Borrowers shall be in compliance with (i) the
financial covenant set forth in Section 6.2 and (ii)
a Leverage Ratio of not greater than 2.00:1.00 and (z) immediately after giving
effect to such Investment on a Pro Forma Basis, the Borrowers shall have not
less than $50,000,000 of Liquidity, of which the aggregate amount of Revolving
Loans that would be available to be funded to the Borrowers at such time
pursuant to Section
2.2 is not less than $25,000,000;

       

      (l)           Investments
in or to Loan Parties so long as (x) no Default or Event of Default shall have
occurred and be continuing at the time thereof or would result therefrom and (y)
immediately after giving effect to such Investment on a Pro Forma Basis, the
Borrowers shall be in compliance with the financial covenant set forth in Section 6.2;
and

       

      (m)         transactions
effected pursuant to and in accordance with the Rights Agreement; provided, that (x) to
the extent any cash is to be paid pursuant to the Rights Agreement, such payment
is permitted pursuant to clause (k) immediately above, and (y) the amount to be
paid does not exceed $500,000 in the aggregate.

       

      
        
           


        

        
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      For
purposes of determining the amount of any Investment outstanding for purposes of
this Section
7.4, such amount shall be deemed to be the amount of such Investment when
made, purchased or acquired less any amount realized in respect of such
Investment upon the sale, collection or return of capital (not to exceed the
original amount invested).

       

      Section
7.5.                 Restricted
Payments.     The
Borrowers will
not, and will not
permit their Domestic Subsidiaries to, declare or make, or
agree to pay or make, directly or indirectly, any dividend or distribution on
any class of Capital Stock of the Borrowers or their Domestic Subsidiaries, or
make any payment on account of, or set apart assets for a sinking or other
analogous fund for, the purchase, redemption, retirement, defeasance or other
acquisition of, any shares of such Capital Stock or any Indebtedness of the
Borrowers or any Domestic Subsidiary subordinated to the Obligations or any
Guarantee thereof or any options, warrants, or other rights to purchase such
Capital Stock or such Indebtedness, whether now or hereafter outstanding (each,
a “Restricted
Payment”), except for (i) dividends or distributions payable by AboveNet
solely in shares of any class of its common stock or rights to acquire such
shares of common stock, (ii) Restricted Payments made by any Subsidiary to
the Borrowers or to any Subsidiary Loan Party, on at least a pro rata basis with
any other shareholders if such Subsidiary is not wholly owned by the Borrowers
and other wholly owned Subsidiaries, (iii) Restricted Payments made by AboveNet
so long as (x) no Default or Event of Default shall have occurred and be
continuing at the time thereof or would result therefrom, (y) after giving
effect thereto on a Pro Forma Basis, the Borrowers shall be in compliance with
(i) the financial covenant set forth in Section 6.2 and (ii)
a Leverage Ratio of not greater than 2.00:1.00 and (z) immediately after giving
effect to such Restricted Payment on a Pro Forma Basis, the Borrowers shall have
not less than $50,000,000 of Liquidity, of which the aggregate amount of
Revolving Loans that would be available to be funded to the Borrowers at such
time pursuant to Section 2.2 is not
less than $25,000,000, (iv) repurchases of Capital Stock Permitted pursuant to
Section 7.4(i)
and (v) Restricted Payments made pursuant to and in accordance with the Rights
Agreement; provided, that, to
the extent any cash is to be paid pursuant to the Rights Agreement, (x) such
payment shall also be permitted pursuant to clause (iii) immediately above, and
(y) the amount to be paid does not exceed $500,000 in the
aggregate.

       

      Section
7.6.                Sales and
Dispositions.     The
Borrowers will not, and will not permit any of their Domestic Subsidiaries to,
make any Disposition or, in the case of any Domestic Subsidiary, issue or sell
any shares of such Domestic Subsidiary’s Capital Stock to any Person other than
a Borrower or a Subsidiary Loan Party (or to qualify directors if required by
applicable law), except:

       

      (a)           the
Loan Parties may make Dispositions of assets having a fair market value not to
exceed $15,000,000 in any Fiscal Year so long as the proceeds of such
Dispositions consist solely of cash; and

       

      (b)           the
Loan Parties and their Domestic Subsidiaries may make other Dispositions in any
Fiscal Year of assets having an aggregate fair market value of not greater than
$30,000,000.

       

      
        
           


        

        
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      Section
7.7.                Transactions with
Affiliates.     The
Borrowers will not, and will not permit any of their Domestic Subsidiaries to,
sell, lease or otherwise transfer any property or assets to, or purchase, lease
or otherwise acquire any property or assets from, or otherwise engage in any
other transactions with, any of their officers, directors or Affiliates, except
(a) in the ordinary course of business at prices and on terms and conditions not
less favorable to such Borrower or such Subsidiary than could be obtained on an
arm’s-length basis from unrelated third parties, (b) transactions between or
among the Borrowers and any Subsidiary Loan Party not involving any of their
officers, directors or other Affiliates, (c) intercompany transactions expressly
permitted by Section
7.1, Section
7.3, Section
7.4, Section
7.5 and Section
7.6, (c) employment arrangements with officers and directors of the
Borrowers and their Subsidiaries, including, without limitation, compensation
and reimbursement of expenses of officers and directors of the Borrowers and
their Subsidiaries (i) in the ordinary course of business, or (ii) that is
approved by the Board of Directors of or Compensation Committee of AboveNet or
the applicable Loan Party, (d) services rendered by a Loan Party to any Foreign
Subsidiary or to any Domestic Subsidiary which is not a Loan Party, to the
extent the value of such services rendered by all Loan Parties does not exceed
$10,000,000 in the aggregate during any Fiscal Year, and the value of such
services for the purposes of determining compliance with this Section shall be
determined based on the arms-length fees charged by the Domestic Subsidiaries to
unrelated third parties in the ordinary course of business and consistent with
past practices, (e) repurchases of Capital Stock from employees and directors to
the extent permitted by Section 7.4(i) and
(f) Capital Stock granted by AboveNet to employees in management of Foreign
Subsidiaries in accordance with plans approved by the Board of Directors or
Compensation Committee of AboveNet.

       

      Section
7.8.                Restrictive
Agreements.     The
Borrowers will not, and will not permit any Domestic Subsidiary to, directly or
indirectly, enter into, incur or permit to exist any agreement that prohibits,
restricts or imposes any condition upon (a) the ability of the Borrowers or any
Domestic Subsidiary to create, incur or permit any Lien upon any of its assets
or properties, whether now owned or hereafter acquired, or (b) the ability of
any Domestic Subsidiary to pay dividends or other distributions with
respect to its Capital Stock, to make or repay loans or advances to a Borrower
or any other Subsidiary, to Guarantee Indebtedness of a Borrower or any other
Subsidiary or to transfer any of its property or assets to a Borrower or any
other Subsidiary; provided, that (i)
the foregoing shall not apply to restrictions or conditions imposed by law or
by this Agreement or any other Loan Document, (ii) the foregoing shall
not apply to customary restrictions and conditions contained in agreements
relating to the sale of a Subsidiary (other than a Borrower) pending such sale,
provided such restrictions and conditions apply only to the Subsidiary that is
sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to
restrictions or conditions imposed by any agreement relating to secured
Indebtedness permitted by this Agreement if such restrictions and conditions
apply only to the property or assets securing such Indebtedness,
(iv)  clause (a) shall not apply to restrictions or conditions imposed
by any agreement (such as collocation agreements, license agreements or lease
agreements) entered into in the ordinary course of business and which by their
terms prohibit such Loan Party from granting a Lien (x) in such agreement or (y)
the assets subject to such agreement; provided, that, the
amount of any such assets subject to such agreements does not exceed $10,000,000
in the aggregate at any time and (v) any Permitted Lien or any document or
instrument governing any Permitted Lien, provided that any
such restriction contained therein relates only to the asset or assets subject
to such Permitted Lien.

       

      
        
           


        

        
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      Section
7.9.                Sale and Leaseback
Transactions.     The
Borrowers will not, and will not permit any of their Domestic Subsidiaries to,
enter into any arrangement, directly or indirectly, whereby it shall sell or
transfer any property, real or personal, used or useful in its business, whether
now owned or hereinafter acquired, and thereafter rent or lease such property or
other property that it intends to use for substantially the same purpose or
purposes as the property sold or transferred; except for network assets sold and
leased back to a Loan Party in the ordinary course of business so long as the
fair market value of the assets so sold does not exceed $15,000,000 in the
aggregate.

       

      Section
7.10.              Hedging
Transactions.     The
Borrowers will not, and will not permit any of their Domestic Subsidiaries to,
enter into any Hedging Transaction, other than Hedging Transactions entered into
in the ordinary course of business to hedge or mitigate risks to which the
Borrowers or any Domestic Subsidiary is exposed in the conduct of its business
or the management of its liabilities.  Solely for the avoidance of
doubt, the Borrowers acknowledge that a Hedging Transaction entered into for
speculative purposes or of a speculative nature (which shall be deemed to
include any Hedging Transaction under which the Borrowers or any of their
Subsidiaries is or may become obliged to make any payment (i) in connection with
the purchase by any third party of any Capital Stock or any Indebtedness or (ii)
as a result of changes in the market value of any Capital Stock or any
Indebtedness) is not a Hedging Transaction entered into in the ordinary course
of business to hedge or mitigate risks.

       

      Section
7.11.              Amendment to Material
Documents.     The
Borrowers will not, and will not permit any of their Domestic Subsidiaries to,
amend, modify or waive any of its rights in any manner that is adverse in any
material respect to the interests of the Lenders or the Borrowers under (a) its
respective certificate or articles of incorporation, bylaws, limited liability
company operating agreement, partnership agreement or other organizational
documents or (b) Material Contracts.

       

      Section
7.12.              Accounting
Changes.     The
Borrowers will not, and will not permit any of their Domestic Subsidiaries to,
make any significant change in accounting treatment or reporting practices,
except as required by GAAP, or change the Fiscal Year of the Borrowers or of any
of their Subsidiaries, except to change the Fiscal Year of a Subsidiary to
conform its fiscal year to that of the Borrowers.

       

      Section
7.13.             Government
Regulation.     Neither
the Borrowers nor any of their Domestic Subsidiaries will (a) be or become
subject at any time to any law, regulation, or list of any Governmental
Authority of the United States (including, without limitation, the U.S. Office
of Foreign Asset Control list) that prohibits or limits the Lenders or the
Administrative Agent from making any advance or extension of credit to the
Borrowers or from otherwise conducting business with the Loan Parties, or (b)
fail to provide documentary and other evidence of the identity of the Loan
Parties as may be requested by the Lenders or the Administrative Agent at any
time to enable the Lenders or the Administrative Agent to verify the identity of
the Loan Parties or to comply with any applicable law or regulation, including,
without limitation, Section 326 of the Patriot Act.

       

      
        
           


        

        
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      Section
7.14.            ERISA.


    

    The
Borrowers will not and will not cause or permit any ERISA Affiliate to cause or
permit to occur an ERISA Event to the extent such ERISA Event could reasonably
be expected to have a Material Adverse Effect.

     

    Section
7.15.            Deposit Account Control
Agreements; Bank Accounts.

     

    The
Borrowers will not, and will not permit any of their Domestic Subsidiaries to,
open, maintain or otherwise have any account, other than (a) deposit accounts
that are subject to a Deposit Account Control Agreement, and (b) Excluded
Accounts; provided, however, that in no
event shall (i) the aggregate amounts on deposit in any the Excluded Accounts
set forth in letter “(iii)” of the definition of “Excluded Account” as of any
date of determination exceed an amount equal to the amount of payroll payable to
employees of the Loan Parties during the fifteen (15) day period immediately
following such date of determination, and (ii) the aggregate amounts on deposit
in any Excluded Account set forth in letter “(ii)” of the definition of
“Excluded Accounts” shall not exceed $250,000 in cash or cash
equivalents.

     

    ARTICLE
VIII


     

    EVENTS OF
DEFAULT

     

    Section
8.1.               Events of
Default.  If any of
the following events (each an “Event of Default”)
shall occur:

     

    (a)           the
Borrowers shall fail to pay any principal of any Loan or of any reimbursement
obligation in respect of any LC Disbursement when and as the same shall become
due and payable, whether at the due date thereof or at a date fixed for
prepayment or otherwise; or

     

    (b)          the
Borrowers shall fail to pay any interest on any Loan or any fee or any other
amount (other than an amount payable under clause (a) of this Section 8.1) payable
under this Agreement or any other Loan Document, when and as the same shall
become due and payable, and such failure shall continue unremedied for a period
of three (3) Business Days; or

     

    (c)          any
representation or warranty made or deemed made by or on behalf of the Borrowers
or any Domestic Subsidiary in or in connection with this Agreement or any other
Loan Document (including the Schedules attached thereto) and any amendments or
modifications hereof or waivers hereunder, or in any certificate, report,
financial statement or other document submitted to the Administrative Agent or
the Lenders by any Loan Party or any representative of any Loan Party pursuant
to or in connection with this Agreement or any other Loan Document shall prove
to be incorrect in
any material respect when made or deemed made
or submitted; or

     

    (d)          the
Borrowers shall fail to observe or perform any covenant or agreement contained
in Section
5.1, Section 5.2, Section 5.3 (with
respect to the Borrowers’ or any Domestic Subsidiary’s existence), Section 5.8(b), Section 5.9, Section 5.10 or ARTICLE VI or ARTICLE VII or
Sections 6 and 7 of the Guaranty and Security Agreement; or


    
      
         


      

      
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    (e)          any
Loan Party shall fail to observe or perform any covenant or agreement contained
in this Agreement (other than those referred to in clauses (a), (b) and (d)
above) or any other Loan Document, and such failure shall remain unremedied for
30 days after the earlier of (i) any officer of a Borrower becomes
aware of such failure, or (ii) notice thereof shall have been given to the
Borrowers by the Administrative Agent or any Lender; or

     

    (f)           (i)
any Borrower or any Domestic Subsidiary (whether as primary obligor or as
guarantor or other surety) shall fail to pay any principal of, or premium or
interest on, any Material Indebtedness that is outstanding, when and as the same
shall become due and payable (whether at scheduled maturity, required
prepayment, acceleration, demand or otherwise), and such failure shall continue
after the applicable grace period, if any, specified in the agreement or
instrument evidencing or governing such Material Indebtedness; or (ii) any
Borrower or any Domestic Subsidiary fails to observe or perform any other
agreement or condition relating to any Material Indebtedness or contained in any
instrument or agreement evidencing, securing or relating to such Material
Indebtedness, or any other event occurs, the effect of which default or other
event is to cause, or to permit the holder or holders of such Material
Indebtedness to cause, with the giving of notice if required, such Material
Indebtedness to be accelerated or demanded or to become due or to be
repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an
offer to repurchase, prepay, defease or redeem such Material Indebtedness to be
made, prior to its stated maturity; or

     

    (g)          any
Borrower or any Domestic Subsidiary shall (i) commence a voluntary case or other
proceeding or file any petition seeking liquidation, reorganization or other
relief under any federal, state or foreign bankruptcy, insolvency or other
similar law now or hereafter in effect or seeking the appointment of a
custodian, trustee, receiver, liquidator or other similar official of it or any
substantial part of its property, (ii) consent to the institution of, or fail to
contest in a timely and appropriate manner, any proceeding or petition described
in clause (h) of this Section 8.1, (iii)
apply for or consent to the appointment of a custodian, trustee, receiver,
liquidator or other similar official for any such Borrower or any such Domestic
Subsidiary or for a substantial part of its assets, (iv) file an answer
admitting the material allegations of a petition filed against it in any such
proceeding, (v) make a general assignment for the benefit of creditors, or (vi)
take any action for the purpose of effecting any of the foregoing;
or

     

    (h)          an
involuntary proceeding shall be commenced or an involuntary petition shall be
filed seeking (i) liquidation, reorganization or other relief in respect of any
Borrower or any Domestic Subsidiary or its debts, or any substantial part of its
assets, under any federal, state or foreign bankruptcy, insolvency or other
similar law now or hereafter in effect or (ii) the appointment of a custodian,
trustee, receiver, liquidator or other similar official for any Borrower or any
Domestic Subsidiary or for a substantial part of its assets, and in any such
case, such proceeding or petition shall remain undismissed for a period of 60
days or an order or decree approving or ordering any of the foregoing shall be
entered; or

     

    (i)           any
Borrower or any Domestic Subsidiary shall become unable to pay, shall admit in
writing its inability to pay, or shall fail to pay, its debts as they become
due; or

     

    (j)           an
ERISA Event shall have occurred that, in the opinion of the Required Lenders,
when taken together with other ERISA Events that have occurred, could reasonably
be expected to result in liability to the Borrowers or their Domestic
Subsidiaries in an aggregate amount exceeding $5,000,000; or


    
      
         


      

      
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    (k)           any judgment or order for
the payment of money in excess of $20,000,000 in the aggregate shall be rendered
against any Borrower or any Domestic Subsidiary (to the extent not covered by
independent third-party insurance as to which the insurer has acknowledged in
writing its obligation to cover in its entirety), and either (i) enforcement
proceedings shall have been commenced by any creditor upon such judgment or
order or (ii) there shall be a period of 30 consecutive days during which a
stay of enforcement of such judgment or order, by reason of a pending appeal or
otherwise, shall not be in effect; or

     

    (l)           any non-monetary judgment or order shall
be rendered against any Borrower or any Domestic Subsidiary that could
reasonably be expected to have a Material Adverse Effect, and there shall be a
period of 30 consecutive days during which a stay of enforcement of such
judgment or order, by reason of a pending appeal or otherwise, shall not be in
effect; or

     

    (m)          a
Change in Control shall occur or exist; or

     

    (n)           (i)
any Borrower or any Domestic Subsidiaries shall be enjoined, restrained or in
any way prevented by the order of any Governmental Authority from conducting any
part of the business of the Borrowers and their Domestic Subsidiaries, such
order has or could reasonably be expected to have a Material Adverse Effect and
such order shall continue in effect for more than thirty (30) days or (ii) any
strike, lockout, labor dispute, embargo, condemnation, act of God or public
enemy or terrorism, or other casualty, which in any such case causes, for more
than fifteen (15) consecutive days, the cessation or substantial curtailment of
revenue producing activities of the Borrowers or their Domestic Subsidiaries if
such event or circumstance is not covered by business interruption insurance and
would have a Material Adverse Effect; or

     

    (o)           (i)
the loss, suspension or revocation of, or failure to renew, any license, permit
or authorization now held or hereafter acquired by the Borrowers or any of their
Domestic Subsidiaries, or any other action shall be taken by any Governmental
Authority in response to any alleged failure by a Borrowers or any Domestic
Subsidiary to be in compliance with applicable law if such loss, suspension,
revocation or failure to renew or other action, individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect or
(ii) a Governmental Authority shall have revoked any Governmental Approvals to
the extent that such revocation could reasonably be expected to have a Material
Adverse Effect, regardless of whether such Governmental Approval was held by or
originally issued for the benefit of a Loan Party; or

     

    (p)           any
provision of any Security Document shall for any reason cease to be valid and
binding on, or enforceable against, any Loan Party, or any Loan Party shall so
state in writing, or any Loan Party shall seek to terminate any such Security
Document; or


    
      
         


      

      
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    (q)           if
a Borrower or any other Loan Party refuses to permit the Administrative Agent or
any other Lender to inspect, examine, verify or audit the Collateral as required
by the provisions of this Agreement or the Guaranty and Security Agreement;
or

     

    (r)           (i)
any security interest purported to be created by any Security Document shall
cease to be, or shall be asserted by any Borrower or any other Loan Party not to
be, a valid, perfected, first priority (except for Permitted Liens or as
otherwise expressly provided in this Agreement or such Security Document)
security interest in the securities, assets or properties covered thereby,
except to the extent that any such loss results solely from the actions or the
failure to act of the Administrative Agent or (ii) there shall occur any
rescission, revocation or modification of any instruction or agreement regarding
any Blocked Account or the bank accounts relating thereto, or any such
instruction or agreement is amended or terminated without the written consent of
the Administrative Agent, and in each such case, any amounts remain on deposit
in such Blocked Account or related bank accounts more than five (5) Business
Days following such event; or

     

    (s)           any
“Event of Default” shall have occurred and be continuing (beyond any applicable
period of grace, if any, therein provided) under any other Loan Document (other
than this Agreement);

     

    then, and
in every such event (other than an event with respect to the Borrowers described
in clause (g) or (h) of this Section 8.1) and at
any time thereafter during the continuance of such event, the Administrative
Agent may, and upon the written request of the Required Lenders shall, by notice
to the Borrowers, take any or all of the following actions, at the same or
different times: (i) terminate the Commitments, whereupon the Commitment of
each Lender shall terminate immediately, (ii) declare the principal of and
any accrued interest on the Loans, and all other Obligations owing hereunder, to
be, whereupon the same shall become, due and payable immediately, without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrowers, (iii) exercise all remedies contained in any
other Loan Document, and (iv) exercise any other remedies available at law or in
equity; and that, if an Event of Default specified in either clause (g) or (h)
shall occur, the Commitments shall automatically terminate and the principal of
the Loans then outstanding, together with accrued interest thereon, and all
fees, and all other Obligations shall automatically become due and payable,
without presentment, demand, protest or other notice of any kind, all of which
are hereby waived by the Borrowers.

     

    Section
8.2.               Application of Proceeds from
Collateral.

     

    All
proceeds from each sale of, or other realization upon, all or any part of the
Collateral by the Administrative Agent or any of the Lenders during the
existence of an Event of Default shall be applied as follows:

     

    (a)           first, to the
reimbursable expenses of the Administrative Agent incurred in connection with
such sale or other realization upon the Collateral, until the same shall have
been paid in full;


    
      
         


      

      
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    (b)          second, to the fees
and other reimbursable expenses of the Administrative Agent, Swingline Lender
and the Issuing Bank then due and payable pursuant to any of the Loan Documents,
until the same shall have been paid in full;

     

    (c)           third, to all
reimbursable expenses, if any, of the Lenders then due and payable pursuant to
any of the Loan Documents, until the same shall have been paid in
full;

     

    (d)          fourth, to the fees
due and payable under clauses (b) and (c) of Section 2.13 of this
Agreement and interest then due and payable under the terms of this Agreement,
until the same shall have been paid in full;

     

    (e)           fifth, to the
aggregate outstanding principal amount of the Loans, the LC Exposure and, to the
extent secured by Liens, the Net Mark-to-Market Exposure of the Borrowers and
the Subsidiary Loan Parties, until the same shall have been paid in full,
allocated pro rata among the Lenders and any Affiliates of Lenders that hold Net
Mark-to-Market Exposure based on their respective pro rata shares of the
aggregate amount of such Loans, LC Exposure and Net Mark-to-Market
Exposure;

     

    (f)           sixth, to additional
cash collateral for the aggregate amount of all outstanding Letters of Credit
until the aggregate amount of all cash collateral held by the Administrative
Agent pursuant to this Agreement is equal to 105% of the LC Exposure after
giving effect to the foregoing clause fifth;

     

    (g)          seventh, to all other
Obligations until the same shall have been paid in full; and

     

    (h)          to
the extent any proceeds remain, to the Borrowers or other parties lawfully
entitled thereto.

     

    All
amounts allocated pursuant to the foregoing clauses second through seventh to the
Lenders as a result of amounts owed to the Lenders under the Loan Documents
shall be allocated among, and distributed to, the Lenders pro rata based on
their respective Pro Rata Shares; provided, however, that all
amounts allocated to that portion of the LC Exposure comprised of the aggregate
undrawn amount of all outstanding Letters of Credit pursuant to clause fifth and sixth shall be
distributed to the Administrative Agent, rather than to the Lenders, and held by
the Administrative Agent in an account in the name of the Administrative Agent
for the benefit of the Issuing Bank and the Lenders as cash collateral for the
LC Exposure, such account to be administered in accordance with Section
2.21(g).


    
      
         


      

      
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    ARTICLE
IX


     

    THE ADMINISTRATIVE
AGENT

     

    Section
9.1.               Appointment of
Administrative Agent.

     

    (a)           Each
Lender irrevocably appoints SunTrust Bank as the Administrative Agent and
authorizes it to take such actions on its behalf and to exercise such powers as
are delegated to the Administrative Agent under this Agreement and the other
Loan Documents, together with all such actions and powers that are reasonably
incidental thereto.  The Administrative Agent may perform any of its
duties hereunder or under the other Loan Documents by or through any one or more
sub-agents or attorneys-in-fact appointed by the Administrative
Agent.  The Administrative Agent and any such sub-agent or
attorney-in-fact may perform any and all of its duties and exercise its rights
and powers through their respective Related Parties.  The exculpatory
provisions set forth in this Article shall apply to any such sub-agent or
attorney-in-fact and the Related Parties of the Administrative Agent, any such
sub-agent and any such attorney-in-fact and shall apply to their respective
activities in connection with the syndication of the credit facilities provided
for herein as well as activities as Administrative Agent.

     

    (b)           The
Issuing Bank shall act on behalf of the Lenders with respect to any Letters of
Credit issued by it and the documents associated therewith until such time and
except for so long as the Administrative Agent may agree at the request of the
Required Lenders to act for the Issuing Bank with respect thereto; provided,
that the Issuing Bank shall have all the benefits and immunities (i) provided to
the Administrative Agent in this Article with respect to any acts taken or
omissions suffered by the Issuing Bank in connection with Letters of Credit
issued by it or proposed to be issued by it and the application and agreements
for letters of credit pertaining to the Letters of Credit as fully as if the
term “Administrative Agent” as used in this Article included the Issuing Bank
with respect to such acts or omissions and (ii) as additionally provided in this
Agreement with respect to the Issuing Bank.

     

    Section
9.2.               Nature of Duties of
Administrative Agent.  The
Administrative Agent shall not have any duties or obligations except those
expressly set forth in this Agreement and the other Loan
Documents.  Without limiting the generality of the foregoing, (a) the
Administrative Agent shall not be subject to any fiduciary or other implied
duties, regardless of whether a Default or an Event of Default has occurred and
is continuing, (b) the Administrative Agent shall not have any duty to take any
discretionary action or exercise any discretionary powers, except those
discretionary rights and powers expressly contemplated by the Loan Documents
that the Administrative Agent is required to exercise in writing by the Required
Lenders (or such other number or percentage of the Lenders as shall be necessary
under the circumstances as provided in Section 10.2), and
(c) except as expressly set forth in the Loan Documents, the Administrative
Agent shall not have any duty to disclose, and shall not be liable for the
failure to disclose, any information relating to the Borrowers or any of their
Subsidiaries that is communicated to or obtained by the Administrative Agent or
any of its Affiliates in any capacity.  The Administrative Agent shall
not be liable for any action taken or not taken by it, its sub-agents or
attorneys-in-fact with the consent or at the request of the Required Lenders (or
such other number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 10.2) or in
the absence of its own gross negligence or willful misconduct as determined by a
final, non-appealable judgment by a court of competent
jurisdiction.  The Administrative Agent shall not be responsible for
the negligence or misconduct of any sub-agents or attorneys-in-fact selected by
it with reasonable care.  The Administrative Agent shall not be deemed
to have knowledge of any Default or Event of Default unless and until written
notice thereof (which notice shall include an express reference to such event
being a “Default” or “Event of Default” hereunder) is given to the
Administrative Agent by the Borrowers or any Lender, and the Administrative
Agent shall not be responsible for or have any duty to ascertain or inquire into
(i) any statement, warranty or representation made in or in connection with any
Loan Document, (ii) the contents of any certificate, report or other document
delivered hereunder or thereunder or in connection herewith or therewith, (iii)
the performance or observance of any of the covenants, agreements, or other
terms and conditions set forth in any Loan Document, (iv) the validity,
enforceability, effectiveness or genuineness of any Loan Document or any other
agreement, instrument or document, or (v) the satisfaction of any condition set
forth in ARTICLE
III or elsewhere in any Loan Document, other than to confirm receipt of
items expressly required to be delivered to the Administrative
Agent.  The Administrative Agent may consult with legal counsel
(including counsel for the Borrowers) concerning all matters pertaining to such
duties.


    
      
         


      

      
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    Section
9.3.               Lack of Reliance on the
Administrative Agent.  Each of
the Lenders, the Swingline Lender and the Issuing Bank acknowledges that it has,
independently and without reliance upon the Administrative Agent, the Issuing
Bank or any other Lender and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this
Agreement.  Each of the Lenders, the Swingline Lender and the Issuing
Bank also acknowledges that it will, independently and without reliance upon the
Administrative Agent, the Issuing Bank or any other Lender and based on such
documents and information as it has deemed appropriate, continue to make its own
decisions in taking or not taking of any action under or based on this
Agreement, any related agreement or any document furnished hereunder or
thereunder.  Each of the Lenders acknowledges and agrees that outside
legal counsel to the Administrative Agent in connection with the preparation,
negotiation, execution, delivery and administration (including any amendments,
waivers and consents) of this Agreement and the other Loan Documents is acting
solely as counsel to the Administrative Agent and is not acting as counsel to
any Lender (other than the Administrative Agent and its Affiliates) in
connection with this Agreement, the other Loan Documents or any of the
transactions contemplated hereby or thereby.

     

    Section
9.4.               Certain Rights of the
Administrative Agent.  If the
Administrative Agent shall request instructions from the Required Lenders with
respect to any action or actions (including the failure to act) in connection
with this Agreement, the Administrative Agent shall be entitled to refrain from
such act or taking such act, unless and until it shall have received
instructions from such Lenders, and the Administrative Agent shall not incur
liability to any Person by reason of so refraining.  Without limiting
the foregoing, no Lender shall have any right of action whatsoever against the
Administrative Agent as a result of the Administrative Agent acting or
refraining from acting hereunder in accordance with the instructions of the
Required Lenders where required by the terms of this Agreement.

     

    Section
9.5.               Reliance by Administrative
Agent.  The
Administrative Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing (including any electronic
message, posting or other distribution) believed by it to be genuine and to have
been signed, sent or made by the proper Person.  The Administrative
Agent may also rely upon any statement made to it orally or by telephone and
believed by it to be made by the proper Person and shall not incur any liability
for relying thereon.  The Administrative Agent may consult with legal
counsel (including counsel for the Borrowers), independent public accountants
and other experts selected by it and shall not be liable for any action taken or
not taken by it in accordance with the advice of such counsel, accountants or
experts.


    
      
         


      

      
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    Section
9.6.               The Administrative Agent in
its Individual Capacity.  The bank
serving as the Administrative Agent shall have the same rights and powers under
this Agreement and any other Loan Document in its capacity as a Lender as any
other Lender and may exercise or refrain from exercising the same as though it
were not the Administrative Agent; and the terms “Lenders”, “Required Lenders”,
“holders of Notes”, or any similar terms shall, unless the context clearly
otherwise indicates, include the Administrative Agent in its individual
capacity.  The bank acting as the Administrative Agent and its
Affiliates may accept deposits from, lend money to, and generally engage in any
kind of business with the Borrowers or any Subsidiary or Affiliate of the
Borrowers as if it were not the Administrative Agent hereunder.

     

    Section
9.7.               Successor Administrative
Agent.

     

    (a)           The
Administrative Agent may resign at any time by giving notice thereof to the
Lenders and the Borrowers.  Upon any such resignation, the Required
Lenders shall have the right to appoint a successor Administrative Agent,
subject to the approval by the Borrowers provided that no Default or Event of
Default shall exist at such time.  If no successor Administrative
Agent shall have been so appointed, and shall have accepted such appointment
within 30 days after the retiring Administrative Agent gives notice of
resignation, then the retiring Administrative Agent may, on behalf of the
Lenders and the Issuing Bank, appoint a successor Administrative Agent, which
shall be a commercial bank organized under the laws of the United States of
America or any state thereof or a bank which maintains an office in the United
States, having a combined capital and surplus of at least
$500,000,000.

     

    (b)           Upon
the acceptance of its appointment as the Administrative Agent hereunder by a
successor, such successor Administrative Agent shall thereupon succeed to and
become vested with all the rights, powers, privileges and duties of the retiring
Administrative Agent, and the retiring Administrative Agent shall be discharged
from its duties and obligations under this Agreement and the other Loan
Documents.  If within 45 days after written notice is given of the
retiring Administrative Agent’s resignation under this Section 9.7 no
successor Administrative Agent shall have been appointed and shall have accepted
such appointment, then on such 45th day (i)
the retiring Administrative Agent’s resignation shall become effective, (ii) the
retiring Administrative Agent shall thereupon be discharged from its duties and
obligations under the Loan Documents and (iii) the Required Lenders shall
thereafter perform all duties of the retiring Administrative Agent under the
Loan Documents until such time as the Required Lenders appoint a successor
Administrative Agent as provided above.  After any retiring
Administrative Agent’s resignation hereunder, the provisions of this Article
shall continue in effect for the benefit of such retiring Administrative Agent
and its representatives and agents in respect of any actions taken or not taken
by any of them while it was serving as the Administrative Agent.

     

    (c)           In
addition to the foregoing, if a Lender becomes, and during the period it
remains, a Defaulting Lender, the Issuing Bank and/or the Swingline Lender may,
upon prior written notice to the Borrowers and the Administrative Agent, resign
as Issuing Bank or Swingline Lender, respectively, effective at the close of
business on a date specified in such notice (which date may not be less than
five Business Days after the date of such notice); provided that such
resignation by the Issuing Bank will have no effect on the validity or
enforceability of any Letter of Credit then outstanding or on the obligations of
the Borrowers or any Lender under this Agreement with respect to any such
outstanding Letter of Credit or otherwise to the Issuing Bank; and provided, further,
that such resignation by the Swingline Lender will have no effect on its rights
in respect of any outstanding Swingline Loans or on the obligations of the
Borrowers or any Lender under this Agreement with respect to any such
outstanding Swingline Loan.

     

    
      
        
           


        

        
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    Section
9.8.               Authorization to Execute
other Loan Documents; Collateral.

     

    (a)           Each
Lender authorizes the Administrative Agent to enter into each of the Loan
Documents to which it is a party (other than this Agreement) and to take all
action contemplated by such Loan Documents.  Each Lender agrees
(except to the extent provided in Section 9.7(b)
following the resignation of the Administrative Agent) that no Lender, other
than the Administrative Agent acting on behalf of all Lenders, shall have the
right individually to seek to realize upon the security granted by any Loan
Document, it being understood and agreed that such rights and remedies may be
exercised solely by the Administrative Agent for the benefit of the Lenders,
upon the terms of the Loan Documents.

     

    (b)           In
the event that any Collateral is pledged by any Person as collateral security
for the Obligations, the Administrative Agent is hereby authorized to execute
and deliver on behalf of the Lenders any Loan Documents necessary or appropriate
to grant and perfect a Lien on such Collateral in favor of the Administrative
Agent on behalf of the Lenders.

     

    (c)           The
Lenders hereby authorize the Administrative Agent, at its option and in its
discretion, to release any Lien granted to or held by the Administrative Agent
upon any Collateral (i) upon termination of the Commitments and payment and
satisfaction of all of the Obligations or the transactions contemplated hereby;
(ii) as permitted by, but only in accordance with, the terms of the applicable
Loan Document; (iii) if approved, authorized or ratified in writing by the
Required Lenders, unless such release is required to be approved by all of the
Lenders hereunder; (iv) granted by a Subsidiary in the case of the sale of
the Subsidiary permitted by the terms of this Agreement; or (v) upon the
release of any Lien on any assets which are transferred or disposed of in
accordance with the terms of this Agreement.  Upon request by the
Administrative Agent at any time, the Lenders will confirm in writing the
Administrative Agent’s authority to release particular types or items of
Collateral pursuant to this clause.


    (d)           Upon
any sale or transfer of assets constituting Collateral which is expressly
permitted pursuant to the terms of any Loan Documents, or consented to in
writing by the Required Lenders, and upon at least ten (10) Business Days’ prior
written request by the Borrowers, the Administrative Agent shall (and is hereby
irrevocably authorized by the Lenders to) execute such documents as may be
necessary to evidence the release of the Liens granted to the Administrative
Agent for the benefit of the Lenders, upon the Collateral that was sold or
transferred; provided, however, that (i) the
Administrative Agent shall not be required to execute any such document on terms
which, in the Administrative Agent’s opinion, would expose the Administrative
Agent to liability or create any obligation or entail any consequence other than
the release of such Liens without recourse or warranty, and (ii) such release
shall not in any manner discharge, affect or impair the Obligations or any Liens
upon (or obligations of any Loan Party) in respect of all interests retained by
the Borrowers or any Subsidiary Loan Party, including (without limitation) the
proceeds of the sale, all of which shall continue to constitute part of the
Collateral.

     

    
      
        
           


        

        
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    Section
9.9.               No Other Duties, etc. 
Each
Lender and the Borrowers (for themselves and the other Loan Parties) hereby
agrees that none of the Arranger or any Co-Syndication Agent listed on the cover
page of this Agreement, in their capacities as such, shall have any duties or
obligations under any Loan Documents to the Borrowers, any Lender or any Loan
Party.

     

    Section
9.10.             Withholding
Tax.  To the
extent required by any applicable law, the Administrative Agent may withhold
from any interest payment to any Lender an amount equivalent to any applicable
withholding tax.  If the Internal Revenue Service or any authority of
the United States or other jurisdiction asserts a claim that the Administrative
Agent did not properly withhold tax from amounts paid to or for the account of
any Lender (because the appropriate form was not delivered, was not properly
executed, or because such Lender failed to notify the Administrative Agent of a
change in circumstances that rendered the exemption from, or reduction of,
withholding tax ineffective, or for any other reason), such Lender shall
indemnify the Administrative Agent (to the extent that the Administrative Agent
has not already been reimbursed by the Borrowers and without limiting the
obligation of the Borrowers to do so) fully for all amounts paid, directly or
indirectly, by the Administrative Agent as tax or otherwise, including penalties
and interest, together with all expenses incurred, including legal expenses,
allocated staff costs and any out of pocket expenses.

     

    Section
9.11.             Administrative Agent May
File Proofs of Claim.

     

    (a)           In
case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to any Loan Party, the Administrative Agent (irrespective of
whether the principal of any Loan or any Revolving Credit Exposure shall then be
due and payable as herein expressed or by declaration or otherwise and
irrespective of whether the Administrative Agent shall have made any demand on
the Borrowers) shall be entitled and empowered, by intervention in such
proceeding or otherwise:


    (i)            to
file and prove a claim for the whole amount of the principal and interest owing
and unpaid in respect of the Loans or Revolving Credit Exposure and all other
Obligations that are owing and unpaid and to file such other documents as may be
necessary or advisable in order to have the claims of the Lenders, the Issuing
Bank, the Swingline Lender and the Administrative Agent (including any claim for
the reasonable compensation, expenses, disbursements and advances of the
Lenders, the Issuing Bank, the Swingline Lender and the Administrative Agent and
its agents and counsel and all other amounts due the Lenders, the Issuing Bank,
the Swingline Lender and the Administrative Agent under Section 10.3) allowed
in such judicial proceeding; and

     

    (ii)          
to collect and receive any monies or other property payable or deliverable on
any such claims and to distribute the same; and

     

    
      
        
           


        

        
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    (b)          Any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Lender, the Swingline Lender and the Issuing Bank to make such payments to the
Administrative Agent and, if the Administrative Agent shall consent to the
making of such payments directly to the Lenders, the Swingline Lender and the
Issuing Bank, to pay to the Administrative Agent any amount due for the
reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under Section
10.3.

     

    Nothing
contained herein shall be deemed to authorize the Administrative Agent to
authorize or consent to or accept or adopt on behalf of any Lender, the
Swingline Lender or the Issuing Bank any plan of reorganization, arrangement,
adjustment or composition affecting the Obligations or the rights of any Lender
or to authorize the Administrative Agent to vote in respect of the claim of any
Lender in any such proceeding.

    


    ARTICLE
X


     

    MISCELLANEOUS

     

    Section
10.1.             Notices.

     

    (a)           Except
in the case of notices and other communications expressly permitted to be given
by telephone, all notices and other communications to any party herein to be
effective shall be in writing and shall be delivered by hand or overnight
courier service, mailed by certified or registered mail, sent by telecopy or
other electronic transmission, as follows:

     

    
      
        	
                To
      the Borrowers:

              	
                c/o
      AboveNet, Inc.

              
	 
      	
                360
      Hamilton Avenue

              
	 
      	
                7th
      Floor

              
	 
      	
                White
      Plains, New York  10601

              
	 
      	
                Attention:
      Chief Executive Officer

              
	 
      	
                Telecopy
      Number: (914) 421-6793

              
	 
      	
                E-mail:  wlaperch@above.net

              
	 
      	 
      
	
                With
      a copy to:

              	
                c/o
      AboveNet, Inc.

              
	 
      	
                360
      Hamilton Avenue

              
	 
      	
                7th
      Floor

              
	 
      	
                White
      Plains, New York 10601

              
	 
      	
                Attention:
      General Counsel

              
	 
      	
                Telecopy
      Number: (914) 421-7500

              
	 
      	
                E-mail:  rsokota@above.net

              


      

    


    
      
         


      

      
        92

        
          

        

      

      
         


      

    

    


    
      
        	
                To
      the Administrative Agent

              	 
      
	
                or
      Swingline Lender:

              	
                SunTrust
      Bank

              
	 
      	
                303
      Peachtree Street, N. E.

              
	 
      	
                Atlanta,
      Georgia 30308

              
	 
      	
                Attention:  Brian
      Guffin

              
	 
      	
                Telecopy
      Number: (404) 588-8833

              
	 
      	 
      
	
                With
      a copy to:

              	
                SunTrust
      Bank

              
	 
      	
                Agency
      Services

              
	 
      	
                303
      Peachtree Street, N. E./ 25th
      Floor

              
	 
      	
                Atlanta,
      Georgia 30308

              
	 
      	
                Attention:
      Mr. Doug Weltz

              
	 
      	
                Telecopy
      Number: (404) 221-2001

              
	 
      	 
      
	 
      	
                and

              
	 
      	 
      
	 
      	
                Alston
      & Bird LLP

              
	 
      	
                1201
      West Peachtree Street

              
	 
      	
                Atlanta,
      Georgia  30309

              
	 
      	
                Attention:
      Rick D. Blumen, Esq.

              
	 
      	
                Telecopy:
      (404) 253-8366

              
	 
      	 
      
	
                To
      the Issuing Bank:

              	
                SunTrust
      Bank

              
	 
      	
                25
      Park Place, N. E./Mail Code 3706

              
	 
      	
                Atlanta,
      Georgia 30303

              
	 
      	
                Attention:  Letter
      of Credit Department

              
	 
      	
                Telecopy
      Number: (404) 588-8129

              
	 
      	 
      
	
                To
      the Swingline Lender:

              	
                SunTrust
      Bank

              
	 
      	
                Agency
      Services

              
	 
      	
                303
      Peachtree Street, N.E./25th
      Floor

              
	 
      	
                Atlanta,
      Georgia 30308

              
	 
      	
                Attention:
      Mr. Doug Weltz

              
	 
      	
                Telecopy
      Number: (404) 221-2001

              
	 
      	 
      
	
                To
      any other Lender:

              	
                the
      address set forth in the Administrative Questionnaire or the Assignment
      and Acceptance Agreement executed by such
Lender

              


      

    


    
      
         


      

      
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              Any
      party hereto may change its address, electronic mail address or telecopy
      number for notices and other communications hereunder by notice to the
      other parties hereto.  All such notices and other communications
      shall, when transmitted by overnight delivery, or faxed, be effective when
      delivered for overnight (next-day) delivery, or transmitted in legible
      form by facsimile machine, respectively, or if mailed, upon the third
      Business Day after the date deposited into the mail or if delivered, upon
      delivery; provided, that notices delivered to the Administrative Agent,
      the Issuing Bank or the Swingline Lender shall not be effective until
      actually received by such Person at its address specified in this Section
      10.1.

            


    

    


    (b)           Any
agreement of the Administrative Agent, the Issuing Bank and the Lenders herein
to receive certain notices by telephone, facsimile or other electronic
transmission is solely for the convenience and at the request of the
Borrowers.  The Administrative Agent, the Issuing Bank and the Lenders
shall be entitled to rely on the authority of any Person purporting to be a
Person authorized by the Borrowers to give such notice and the Administrative
Agent, the Issuing Bank and the Lenders shall not have any liability to the
Borrowers or other Person on account of any action taken or not taken by the
Administrative Agent, the Issuing Bank and the Lenders in reliance upon such
telephonic or facsimile notice.  The obligation of the Borrowers to
repay the Loans and all other Obligations hereunder shall not be affected in any
way or to any extent by any failure of the Administrative Agent, the Issuing
Bank and the Lenders to receive written confirmation of any telephonic or
facsimile notice or the receipt by the Administrative Agent, the Issuing Bank
and the Lenders of a confirmation which is at variance with the terms understood
by the Administrative Agent, the Issuing Bank and the Lenders to be contained in
any such telephonic or facsimile notice.

     

    (c)           Notices
and other communications to the Lenders, the Swingline Lender and the Issuing
Bank hereunder may be delivered or furnished by electronic communication
(including e-mail and Internet or intranet websites) pursuant to procedures
approved by Administrative Agent, provided that the
foregoing shall not apply to notices to any Lender, the Swingline Lender or the
Issuing Bank pursuant to ARTICLE II unless
such Lender, the Swingline Lender, the Issuing Bank, as applicable, and
Administrative Agent have agreed to receive notices under such Section by
electronic communication and have agreed to the procedures governing such
communications.  The Administrative Agent or the Borrowers may, in
their discretion, agree to accept notices and other communications to them
hereunder by electronic communications pursuant to procedures approved by them;
provided that
approval of such procedures may be limited to particular notices or
communications.

     

    (d)           Unless
the Administrative Agent otherwise prescribes, notices and other communications
sent to an e-mail address shall be deemed received upon the sender’s receipt of
an acknowledgement from the intended recipient (such as by the “return receipt
requested” function, as available, return e-mail or other written
acknowledgement); provided that if such
notice or other communication is not sent during the normal business hours of
the recipient, such notice or communication shall be deemed to have been sent at
the opening of business on the next Business Day for the
recipient.


    
      
         


      

      
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    Section
10.2.             Waiver;
Amendments.

     

    (a)           No
failure or delay by the Administrative Agent, the Issuing Bank or any Lender in
exercising any right or power hereunder or any other Loan Document, and no
course of dealing between or among the Borrowers and the Administrative Agent or
any Lender, shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such right or power or any abandonment or discontinuance of steps to enforce
such right or power, preclude any other or further exercise thereof or the
exercise of any other right or power hereunder or thereunder.  The
rights and remedies of the Administrative Agent, the Issuing Bank and the
Lenders hereunder and under the other Loan Documents are cumulative and are not
exclusive of any rights or remedies provided by law.  No waiver of any
provision of this Agreement or any other Loan Document or consent to any
departure by the Borrowers therefrom shall in any event be effective unless the
same shall be permitted by paragraph (b) of this Section 10.2, and
then such waiver or consent shall be effective only in the specific instance and
for the purpose for which given.  Without limiting the generality of
the foregoing, the making of a Loan or the issuance of a Letter of Credit shall
not be construed as a waiver of any Default or Event of Default, regardless of
whether the Administrative Agent, any Lender or the Issuing Bank may have had
notice or knowledge of such Default or Event of Default at the
time.

     

    (b)           No
amendment or waiver of any provision of this Agreement or the other Loan
Documents, nor consent to any departure by the Borrowers therefrom, shall in any
event be effective unless the same shall be in writing and signed by the
Borrowers and the Required Lenders or the Borrowers and the Administrative Agent
with the consent of the Required Lenders and then such waiver or consent shall
be effective only in the specific instance and for the specific purpose for
which given; provided, that no
amendment or waiver shall: (i) increase the Commitment of any Lender without the
written consent of such Lender, (ii) reduce the principal amount of any
Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any
fees payable hereunder, without the written consent of each Lender directly
affected thereby, (iii) postpone the date fixed for any scheduled payment
of any principal (excluding any mandatory prepayment) of, or interest on, any
Loan or LC Disbursement or any fees hereunder or reduce the amount of, waive or
excuse any such payment, or postpone the scheduled date for the termination or
reduction of any Commitment, without the written consent of each Lender directly
affected thereby (provided, that
nothing herein shall prohibit or otherwise limit the ability of any Lender to
extend the Revolving Commitment Termination Date or Term Loan Maturity Date with
respect to any Loans held by, or Commitments extended by, such Lender without
the consent of any other Lender), (iv) change Section 2.20(b) or (c) in a manner
that would alter the pro rata sharing of payments required thereby without the
written consent of each Lender, (v) change any of the provisions of this Section 10.2 or the
definition of “Required Lenders” or any other provision hereof specifying the
number or percentage of Lenders which are required to waive, amend or modify any
rights hereunder or make any determination or grant any consent hereunder,
without the consent of each Lender; (vi) release any Loan Party or limit the
liability of any Loan Party under the Loan Documents, without the written
consent of each Lender except as otherwise permitted by Section 9.8(c); (vii)
release all or substantially all collateral (if any) securing any of the
Obligations or agree to subordinate any Lien in such collateral to any other
creditor of the Borrowers or any Subsidiary, without the written consent of each
Lender; (viii) subordinate the Loans to any other Indebtedness without the
consent of all Lenders, or (ix) increase the aggregate of all Commitments
(other than pursuant to Section 2.24) without
the consent of all of the Lenders; provided further,
that no such agreement shall amend, modify or otherwise affect the rights,
duties or obligations of the Administrative Agent, the Swingline Lender or the
Issuing Bank without the prior written consent of such
Person.  Notwithstanding anything contained herein to the contrary,
(x) no Defaulting Lender shall have any right to approve or disapprove any
amendment, waiver or consent hereunder, except that (I) the Commitment of such
Defaulting Lender may not be increased or extended without the consent of such
Defaulting Lender and (II) subject in all respects to Section 2.23, no
amendment or waiver shall reduce the principal amount of any Loan or reduce the
rate of interest on any Loan, in each case, owing to a Defaulting Lender,
without the consent of such Defaulting Lender and (y) this Agreement may be
amended and restated without the consent of any Lender (but with the consent of
the Borrowers and the Administrative Agent) if, upon giving effect to such
amendment and restatement, such Lender shall no longer be a party to this
Agreement (as so amended and restated), the Commitments of such Lender shall
have terminated (but such Lender shall continue to be entitled to the benefits
of Section
2.18, Section
2.19, Section
2.20 and Section 10.3), such
Lender shall have no other commitment or other obligation hereunder and shall
have been paid in full all principal, interest and other amounts owing to it or
accrued for its account under this Agreement.  Notwithstanding
anything herein or otherwise to the contrary, any Event of Default occurring
hereunder shall continue to exist (and shall be deemed to be continuing) until
such time as such Event of Default is waived in writing in accordance with the
terms of this Section notwithstanding (i) any attempted cure or other
action taken by the Borrowers or any other Person subsequent to the occurrence
of such Event of Default or (ii) any action taken or omitted to be taken by the
Administrative Agent or any Lender prior to or subsequent to the occurrence of
such Event of Default (other than the granting of a waiver in writing in
accordance with the terms of this Section)


    
      
         


      

      
        95

        
          

        

      

      
         


      

    

     

    Section
10.3.             Expenses;
Indemnification.

     

    (a)           The
Borrowers shall pay (i) all reasonable, out-of-pocket costs and expenses of the
Administrative Agent and its Affiliates, including the reasonable
fees, charges and disbursements of counsel for the Administrative Agent and its
Affiliates, in connection with the syndication of the credit facilities provided
for herein, the preparation and administration of the Loan Documents and any
amendments, modifications or waivers thereof (whether or not the transactions
contemplated in this Agreement or any other Loan Document shall be consummated),
(ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in
connection with the issuance, amendment, renewal or extension of any Letter of
Credit or any demand for payment thereunder and (iii) all out-of-pocket costs
and expenses (including, without limitation, the reasonable fees, charges and
disbursements of outside counsel and the allocated cost of inside counsel)
incurred by the Administrative Agent, the Issuing Bank or any Lender in
connection with the enforcement or protection of its rights in connection with
this Agreement and the other Loan Documents, including its rights under this
Section 10.3,
or in connection with the Loans made or any Letters of Credit issued hereunder,
including all such out-of-pocket expenses incurred during any workout,
restructuring or negotiations in respect of such Loans or Letters of
Credit.


    
      
         


      

      
        96

        
          

        

      

      
         


      

    


    (b)           The
Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof),
each Lender, the Swingline Lender and the Issuing Bank, and each Related Party
of any of the foregoing Persons (each such Person being called an “Indemnitee”) against,
and hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses (including the fees, charges and disbursements
of any counsel for any Indemnitee), and shall indemnify and hold harmless each
Indemnitee from all fees and time charges and disbursements for attorneys who
may be employees of any Indemnitee, incurred by any Indemnitee or asserted
against any Indemnitee by any third party or by a Borrower or any other Loan
Party arising out of, in connection with, or as a result of (i) the execution or
delivery of this Agreement, any other Loan Document or any agreement or
instrument contemplated hereby or thereby, the performance by the parties hereto
of their respective obligations hereunder or thereunder or the consummation of
the transactions contemplated hereby or thereby, (ii) any Loan or Letter of
Credit or the use or proposed use of the proceeds therefrom (including any
refusal by the Issuing Bank to honor a demand for payment under a Letter of
Credit if the documents presented in connection with such demand do not strictly
comply with the terms of such Letter of Credit), (iii) the use by any Person of
any information or materials obtained by or through SyndTrak or other internet
web sites, (iv) any actual or alleged presence or Release of Hazardous Materials
on or from any property owned or operated by a Borrower or any Subsidiary, or
any Environmental Liability related in any way to a Borrower or any Subsidiary,
or (v) any actual or prospective claim, litigation, investigation or proceeding
relating to any of the foregoing, whether based on contract, tort or any other
theory, whether brought by a third party or by a Borrower or any other Loan
Party, and regardless of whether any Indemnitee is a party thereto, provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses (x) are determined by a
court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Indemnitee or
(y) result from a claim brought by a Borrower or any other Loan Party against an
Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or
under any other Loan Document, if a Borrower or such Loan Party has obtained a
final and nonappealable judgment in its favor on such claim as determined by a
court of competent jurisdiction.

     

    (c)           The
Borrowers shall pay, and hold the Administrative Agent and each of the Lenders
harmless from and against, any and all present and future stamp, documentary,
and other similar taxes with respect to this Agreement and any other Loan
Documents, any collateral described therein, or any payments due thereunder, and
save the Administrative Agent and each Lender harmless from and against any and
all liabilities with respect to or resulting from any delay or omission to pay
such taxes.

     

    (d)           To
the extent that the Borrowers fail to pay any amount required to be paid to the
Administrative Agent, the Issuing Bank or the Swingline Lender under clauses
(a), (b) or (c) hereof, each Lender severally agrees to pay to the
Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may
be, such Lender’s Pro Rata Share (determined as of the time that the
unreimbursed expense or indemnity payment is sought) of such unpaid amount;
provided, that
the unreimbursed expense or indemnified payment, claim, damage, liability or
related expense, as the case may be, was incurred by or asserted against the
Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity
as such.


    
      
         


      

      
        97

        
          

        

      

      
         


      

    


    (e)           To
the extent permitted by applicable law, the Borrowers shall not assert, and
hereby waive, any claim against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to actual or
direct damages) arising out of, in connection with or as a result of, this
Agreement, any other Loan Document or any agreement or instrument contemplated
hereby or thereby, the transactions contemplated herein or therein, any Loan or
any Letter of Credit or the use of proceeds thereof.  No Indemnitee
referred to in paragraph (b) above shall be liable for any damages arising from
the use by unintended recipients of any information or other materials
distributed by it through telecommunications, electronic or other information
transmission systems in connection with this Agreement or the other Loan
Documents or the transactions contemplated hereby or thereby.

     

    (f)           All
amounts due under this Section 10.3 shall be
payable promptly after written demand therefor.

     

    Section
10.4.             Successors and
Assigns.

     

    (a)           The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted hereby,
except that the Borrowers may not assign or otherwise transfer any of their
rights or obligations hereunder without the prior written consent of the
Administrative Agent and each Lender, and no Lender may assign or otherwise
transfer any of its rights or obligations hereunder except (i) to an assignee in
accordance with the provisions of paragraph (b) of this Section, (ii) by way of
participation in accordance with the provisions of paragraph (d) of this Section
or (iii) by way of pledge or assignment of a security interest subject to the
restrictions of paragraph (g) of this Section (and any other attempted
assignment or transfer by any party hereto shall be null and
void).  Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby, Participants to the extent
provided in paragraph (d) of this Section and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent and
the Lenders) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

     

    (b)           Any
Lender may at any time assign to one or more assignees all or a portion of its
rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans at the time owing to it); provided that any
such assignment shall be subject to the following conditions:

     

    (i)            Minimum
Amounts.

     

    (A)           in
the case of an assignment of the entire remaining amount of the assigning
Lender’s Commitment and the Loans at the time owing to it or in the case of an
assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum
amount need be assigned; and

     

    (B)           in
any case not described in paragraph Section 10.4(b)(i)(A) of this Section, the
aggregate amount of the Commitment (which for this purpose includes Loans and
Revolving Credit Exposure outstanding thereunder) or, if the applicable
Commitment is not then in effect, the principal outstanding balance of the Loans
and Revolving Credit Exposure of the assigning Lender subject to each such
assignment (determined as of the date the Assignment and Acceptance with respect
to such assignment is delivered to the Administrative Agent or, if “Trade Date”
is specified in the Assignment and Acceptance, as of the Trade Date) shall not
be less than $1,000,000, unless each of the Administrative Agent and, so long as
no Event of Default has occurred and is continuing, the Borrowers otherwise
consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrowers
shall be deemed to have consented to any such lower amount unless it shall
object thereto by written notice to the Administrative Agent within 5 Business
Days after having received notice thereof.


    
      
         


      

      
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    (ii)
          Proportionate
Amounts.  Each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender’s rights and
obligations under this Agreement with respect to the Loans, Revolving Credit
Exposure or the Commitments assigned, except that this clause (ii) shall not
prohibit any Lender from assigning all or a portion of its rights and
obligations among separate Commitments on a non-pro rata basis.

     

    (iii)          Required
Consents.  No consent shall be required for any assignment
except to the extent required by paragraph Section 10.4(b)(i)(B) of this Section
and, in addition:

     

    (A)           the
consent of the Borrowers (such consent not to be unreasonably withheld or
delayed) shall be required unless (x) an Event of Default has occurred and is
continuing at the time of such assignment or (y) such assignment is to a Lender,
an Affiliate of a Lender or an Approved Fund; provided that the Borrowers
shall be deemed to have consented to any such assignment unless it shall object
thereto by written notice to the Administrative Agent within 5 Business Days
after having received notice thereof;

    


    (B)           the
consent of the Administrative Agent (such consent not to be unreasonably
withheld or delayed) shall be required for assignments to a Person that is not a
Lender with a Commitment, an Affiliate of such Lender or an Approved Fund with
respect to such Lender; and

    


    (C)           the
consent of the Issuing Bank (such consent not to be unreasonably withheld or
delayed) shall be required for any assignment that increases the obligation of
the assignee to participate in exposure under one or more Letters of Credit
(whether or not then outstanding), and the consent of the Swingline Lender (such
consent not to be unreasonably withheld or delayed) shall be required for any
assignment in respect of the Revolving Commitments.

    


    (iv)         Assignment and
Acceptance.  The parties to each assignment shall deliver to
the Administrative Agent (A) a duly executed Assignment and Acceptance, (B) a
processing and recordation fee of $3,500, (C) an Administrative Questionnaire
unless the assignee is already a Lender and (D) the documents required under
Section 2.19 if
such assignee is a Foreign Lender.

     

    (v)          No Assignment to
Borrowers.  No such assignment shall be made to the Borrowers
or any of the Borrowers’ Affiliates or Subsidiaries.


    
      
         


      

      
        99

        
          

        

      

      
         


      

    

     

    (vi)         No Assignment to Natural
Persons.  No such assignment shall be made to a natural
person.

     

    Subject
to acceptance and recording thereof by the Administrative Agent pursuant to
paragraph (c) of this Section 10.4, from
and after the effective date specified in each Assignment and Acceptance, the
assignee thereunder shall be a party to this Agreement and, to the extent of the
interest assigned by such Assignment and Acceptance, have the rights and
obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and
Acceptance, be released from its obligations under this Agreement (and, in the
case of an Assignment and Acceptance covering all of the assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto) but shall continue to be entitled to the benefits of Section 2.18, Section 2.19, Section 2.20 and
Section 10.3
with respect to facts and circumstances occurring prior to the effective date of
such assignment.  Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this paragraph shall
be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with paragraph (d) of
this Section
10.4.  If the consent of the Borrowers to an assignment are
required hereunder (including a consent to an assignment which does not meet the
minimum assignment thresholds specified above), the Borrowers shall be deemed to
have given their consent five Business Days after the date notice thereof has
actually been delivered by the assigning Lender (through the Administrative
Agent) to the Borrowers, unless such consent is expressly refused by the
Borrowers prior to such fifth Business Day.

    


    (c)           The
Administrative Agent, acting solely for this purpose as an agent of the
Borrowers, shall maintain at one of its offices in Atlanta, Georgia a copy of
each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amount of the Loans and Revolving Credit Exposure owing to, each
Lender pursuant to the terms hereof from time to time (the “Register”).  Information
contained in the Register with respect to any Lender shall be available for
inspection by such Lender at any reasonable time and from time to time upon
reasonable prior notice; information contained in the Register shall also be
available for inspection by the Borrowers at any reasonable time and from time
to time upon reasonable prior notice. In establishing and maintaining the
Register, the Administrative Agent shall serve as the Borrowers’ agent solely
for tax purposes and solely with respect to the actions described in this Section, and the
Borrowers hereby agree that, to the extent SunTrust Bank serves in such
capacity, SunTrust Bank and its officers, directors, employees, agents,
sub-agents and affiliates shall constitute an “Indemnitee” for purposes of Section
10.3.

     

    (d)           Any
Lender may at any time, without the consent of, or notice to, the Borrowers, the
Administrative Agent, the Swingline Lender or the Issuing Bank sell
participations to any Person (other than a natural person, a Borrower or any of
the Borrowers’ Affiliates or Subsidiaries) (each, a “Participant”) in all
or a portion of such Lender’s rights and/or obligations under this Agreement
(including all or a portion of its Commitment and/or the Loans owing to it);
provided that
(i) such Lender’s obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (iii) the Borrowers, the
Administrative Agent, the Lenders, the Issuing Bank and the Swingline Lender
shall continue to deal solely and directly with such Lender in connection with
such Lender’s rights and obligations under this Agreement.


    
      
         


      

      
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    (e)           Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of
any  provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver with
respect to the following to the extent affecting such
Participant:  (i) increase the Commitment of any Lender without the
written consent of such Lender, (ii) reduce the principal amount of any
Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any
fees payable hereunder, without the written consent of each Lender directly
affected thereby, (iii) postpone the date fixed for any scheduled payment
of any principal (excluding any mandatory prepayment) of, or interest on, any
Loan or LC Disbursement or any fees hereunder or reduce the amount of, waive or
excuse any such payment, or postpone the scheduled date for the termination or
reduction of any Commitment, without the written consent of each Lender directly
affected thereby, (iv) change Section 2.21(b) or
(c) in a manner that would alter the pro rata sharing of payments required
thereby , without the written consent of each Lender, (v) change any of the
provisions of this Section 10.4 or the
definition of “Required Lenders” or any other provision hereof specifying the
number or percentage of Lenders which are required to waive, amend or modify any
rights hereunder or make any determination or grant any consent hereunder,
without the consent of each Lender; (vi) release any Loan Party or limit the
liability of any Loan Party under the Loan Documents, without the written
consent of each Lender except as otherwise permitted by Section 9.8(c); (vii)
release all or substantially all collateral (if any) securing any of the
Obligations or agree to subordinate any Lien in such collateral to any other
creditor of the Borrowers or any Subsidiary, without the written consent of each
Lender; (viii) subordinate the Loans to any other Indebtedness without the
consent of all Lenders, or (ix) increase the aggregate of all Commitments
(other than pursuant to Section 2.24) without
the consent of all of the Lenders.  Subject to paragraph (f) of this
Section 10.4,
the Borrowers agree that each Participant shall be entitled to the benefits of
Section 2.18,
Section 2.19,
and Section
2.20 to the same extent as if it were a Lender and had acquired its
interest by assignment pursuant to paragraph (b) of this Section
10.4.  To the extent permitted by law, each Participant also
shall be entitled to the benefits of Section 10.7 as
though it were a Lender, provided such Participant agrees to be subject to Section 2.18 as
though it were a Lender.

     

    (f)           A
Participant shall not be entitled to receive any greater payment under Section 2.18 and
Section 2.20
than the applicable Lender would have been entitled to receive with respect to
the participation sold to such Participant, unless the sale of the participation
to such Participant is made with the Borrowers’ prior written
consent.  A Participant that would be a Foreign Lender if it were a
Lender shall not be entitled to the benefits of Section 2.20 unless the Borrowers
are notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Borrowers, to comply with Section 2.19(e) as
though it were a Lender.

     

    (g)           Any
Lender may at any time pledge or assign a security interest in all or any
portion of its rights under this Agreement to secure obligations of such Lender,
including without limitation any pledge or assignment to secure obligations to a
Federal Reserve Bank; provided that no such
pledge or assignment shall release such Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party
hereto.


    
      
         


      

      
        101

        
          

        

      

      
         


      

    

     

    Section
10.5.             Governing Law; Jurisdiction;
Consent to Service of Process.

     

    (a)           EACH
LOAN DOCUMENT (OTHER THAN AS OTHERWISE EXPRESSLY SET FORTH IN A LOAN DOCUMENT)
WILL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK (INCLUDING FOR SUCH PURPOSES SECTIONS 5-1401 AND 5-1402 OF THE NEW
YORK GENERAL OBLIGATIONS LAW BUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICT
OF LAW RULES).

     

    (b)           The
Borrowers hereby irrevocably and unconditionally submit, for themselves and
their property, to the exclusive jurisdiction of the United States District
Court of the Southern District of New York, and the Supreme Court of the State
of New York sitting in New York county and any appellate court from any thereof,
in any action or proceeding arising out of or relating to this Agreement or any
other Loan Document or the transactions contemplated hereby or thereby, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in such New York state
court or, to the extent permitted by applicable law, such Federal
court.  Each of the parties hereto agrees that a final judgment in any
such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by
law.  Nothing in this Agreement or any other Loan Document shall
affect any right that the Administrative Agent, the Issuing Bank or any Lender
may otherwise have to bring any action or proceeding relating to this Agreement
or any other Loan Document against the Borrowers or their properties in the
courts of any jurisdiction.

     

    (c)           The
Borrowers irrevocably and unconditionally waive any objection which they
may now or hereafter have to the laying of venue of any such suit, action
or proceeding described in paragraph (b) of this Section 10.5 and
brought in any court referred to in paragraph (b) of this Section
10.5.  Each of the parties hereto irrevocably waives, to the
fullest extent permitted by applicable law, the defense of an inconvenient forum
to the maintenance of such action or proceeding in any such court.

     

    (d)           Each
party to this Agreement irrevocably consents to the service of process in the
manner provided for notices in Section
10.1.  Nothing in this Agreement or in any other Loan Document
will affect the right of any party hereto to serve process in any other manner
permitted by law.


    
      
         


      

      
        102

        
          

        

      

      
         


      

    

     

    Section
10.6.             WAIVER OF JURY
TRIAL.  EACH
PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY
OR INDIRECTLY ARISING OUT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR
ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.

     

    Section
10.7.             Right of
Setoff.  In
addition to any rights now or hereafter granted under applicable law and not by
way of limitation of any such rights, each Lender and the Issuing Bank shall
have the right, at any time or from time to time upon the occurrence and during
the continuance of an Event of Default, without prior notice to the Borrowers,
any such notice being expressly waived by the Borrowers to the extent permitted
by applicable law, to set off and apply against all deposits (general or
special, time or demand, provisional or final) of the Borrowers at any time held
or other obligations at any time owing by such Lender and the Issuing Bank to or
for the credit or the account of the Borrowers against any and all Obligations
held by such Lender or the Issuing Bank, as the case may be, irrespective of
whether such Lender or the Issuing Bank shall have made demand hereunder and
although such Obligations may be contingent or unmatured.  Each Lender
and the Issuing Bank agree promptly to notify the Administrative Agent and the
Borrowers after any such set-off and any application made by such Lender and the
Issuing Bank, as the case may be; provided, that the
failure to give such notice shall not affect the validity of such set-off and
application.  Each Lender and the Issuing Bank agrees to apply all
amounts collected from any such set-off to the Obligations before applying such
amounts to any other Indebtedness or other obligations owed by the Borrowers and
any of their Subsidiaries to such Lender or Issuing Bank.

     

    Section
10.8.            Counterparts;
Integration.  This
Agreement may be executed by one or more of the parties to this Agreement on any
number of separate counterparts (including by telecopy or by email, in pdf
format), and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.  This Agreement, the Fee
Letter, the other Loan Documents, and any separate letter agreement(s) relating
to any fees payable to the Administrative Agent constitute the entire agreement
among the parties hereto and thereto regarding the subject matters hereof and
thereof and supersede all prior agreements and understandings, oral or written,
regarding such subject matters.  Delivery of an executed counterpart
of a signature page of this Agreement and any other Loan Document by telecopy or
by email, in pdf format, shall be effective as delivery of a manually executed
counterpart of this Agreement or such other Loan Document.


    
      
         


      

      
        103

        
          

        

      

      
         


      

    

     

    Section
10.9.             Survival. 
All
covenants, agreements, representations and warranties made by the Borrowers
herein, in the Loan Documents and in the certificates or other instruments
delivered in connection with or pursuant to this Agreement shall be considered
to have been relied upon by the other parties hereto and shall survive the
execution and delivery of this Agreement and the making of any Loans and
issuance of any Letters of Credit, regardless of any investigation made by any
such other party or on its behalf and notwithstanding that the Administrative
Agent, the Issuing Bank or any Lender may have had notice or knowledge of any
Default or incorrect representation or warranty at the time any credit is
extended hereunder, and shall continue in full force and effect as long as the
principal of or any accrued interest on any Loan or any fee or any other amount
payable under this Agreement is outstanding and unpaid or any Letter of Credit
is outstanding and so long as the Commitments have not expired or
terminated.  The provisions of Section 2.18, Section 2.19, Section 2.20, and
Section 10.3
and ARTICLE IX
shall survive and remain in full force and effect regardless of the consummation
of the transactions contemplated hereby, the repayment of the Loans, the
expiration or termination of the Letters of Credit and the Commitments or the
termination of this Agreement or any provision hereof.  All
representations and warranties made herein, in the Loan Documents in the
certificates, reports, notices, and other documents delivered pursuant to this
Agreement shall survive the execution and delivery of this Agreement and the
other Loan Documents, and the making of the Loans and the issuance of the
Letters of Credit.

     

    Section
10.10.           Severability. 
Any
provision of this Agreement or any other Loan Document held to be illegal,
invalid or unenforceable in any jurisdiction, shall, as to such jurisdiction, be
ineffective to the extent of such illegality, invalidity or unenforceability
without affecting the legality, validity or enforceability of the remaining
provisions hereof or thereof; and the illegality, invalidity or unenforceability
of a particular provision in a particular jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

     

    Section
10.11.           Confidentiality. 
Each of
the Administrative Agent, the Issuing Bank and the Lenders agrees to take normal
and reasonable precautions to maintain the confidentiality of any information
relating to the Borrowers or any of their Subsidiaries or any of their
respective businesses, to the extent such information is designated in writing
as confidential or would reasonably be expected to be deemed by the Borrowers to
be confidential, other than any such information that is available to the
Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis
prior to disclosure by the Borrowers or any of their Subsidiaries, except that
such information may be disclosed (i) to any Related Party of the Administrative
Agent, the Issuing Bank or any such Lender including without limitation
accountants, legal counsel and other advisors, (ii) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process,
provided that the
Administrative Agent shall, to the extent permitted by applicable law, provide
prompt notice of such disclosure to the Borrowers, (iii) to the extent requested
by any regulatory agency or authority purporting to have jurisdiction over it
(including any self-regulatory authority such as the National Association of
Insurance Commissioners), (iv) to the extent that such information becomes
publicly available other than as a result of a breach of this Section 10.11, or
which becomes available to the Administrative Agent, the Issuing Bank, any
Lender or any Related Party of any of the foregoing on a non-confidential basis
from a source other than the Borrowers, (v) in connection with the exercise of
any remedy hereunder or under any other Loan Documents or any suit, action or
proceeding relating to this Agreement or any other Loan Documents or the
enforcement of rights hereunder or thereunder, (vi) subject to an agreement
containing provisions substantially the same as those of this Section 10.11, to (A)
any assignee of or Participant in, or any prospective assignee of or Participant
in, any of its rights or obligations under this Agreement, or (B) any actual or
prospective party (or its Related Parties) to any Hedging Transaction under
which payments are to be made by reference to the Borrowers and their
obligations, this Agreement or payments hereunder, (vii) any rating agency,
(viii) the CUSIP Service Bureau or any similar organization, or (ix) with the
consent of the Borrowers.  Any Person required to maintain the
confidentiality of any information as provided for in this Section 10.11 shall
be considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
information as such Person would accord its own confidential
information.


    
      
         


      

      
        104

        
          

        

      

      
         


      

    

     

    Section
10.12.           Interest Rate
Limitation.  Notwithstanding
anything herein to the contrary, if at any time the interest rate applicable to
any Loan, together with all fees, charges and other amounts which may be treated
as interest on such Loan under applicable law (collectively, the “Charges”), shall
exceed the maximum lawful rate of interest (the “Maximum Rate”) which
may be contracted for, charged, taken, received or reserved by a Lender holding
such Loan in accordance with applicable law, the rate of interest payable in
respect of such Loan hereunder, together with all Charges payable in respect
thereof, shall be limited to the Maximum Rate and, to the extent lawful, the
interest and Charges that would have been payable in respect of such Loan but
were not payable as a result of the operation of this Section 10.12 shall
be cumulated and the interest and Charges payable to such Lender in respect of
other Loans or periods shall be increased (but not above the Maximum Rate
therefor) until such cumulated amount, together with interest thereon at the
Federal Funds Rate to the date of repayment, shall have been received by such
Lender.

     

    Section
10.13.           Joint and Several
Obligations.  (a)  Each
of the Borrowers acknowledges and agrees that (i) it is a co-borrower hereunder
and shall be jointly and severally, with the other Borrowers, directly and
primarily liable for the Obligations regardless of which Borrower actually
receives Loans or other extensions of credit hereunder or the amount of such
Loans or other extensions of credit received or the manner in which the
Administrative Agent and/or any Lender accounts for such Loans or other
extensions of credit on its books and records, (ii) each of the Borrowers shall
have the obligations of co-maker and shall be primary obligors with respect to
all Loans, the Notes, the Letters of Credit and the other Obligations, it being
agreed that such extensions of credit to each Borrower inure to the benefit of
all Borrowers, and (iii) the Administrative Agent and each of the Lenders is
relying on such joint and several liability of the Borrowers as co-makers in
extending the Loans and issuing the Letters of Credit hereunder.  Each
Borrower’s obligations with respect to Loans made to it or with respect to any
Letters of Credit issued for its account, and each Borrower’s obligations
arising as a result of the joint and several liability of the Borrowers
hereunder, with respect to Loans made to the other Borrower hereunder or with
respect to any Letters of Credit issued for the account of any other Borrower
hereunder, shall be separate and distinct obligations, but all such Obligations
shall be primary obligations of each Borrower.  Each Borrower hereby
unconditionally and irrevocably agrees that upon default in the payment when due
(whether at stated maturity, by acceleration or otherwise) of any principal of,
or interest on, any Obligation payable by it to the Lender, it will forthwith
pay the same, without notice of demand.


    
      
         


      

      
        105

        
          

        

      

      
         


      

    

    


    (b)           Each
Borrower’s obligations arising as a result of the joint and several liability of
the Borrowers hereunder with respect to Obligations of the other Borrowers
hereunder shall, to the fullest extent permitted by law, be unconditional
irrespective of (i) the validity or enforceability, avoidance or subordination
of the Obligations of the other Borrowers or of any Note or other document
evidencing all or any part of the Obligations of the other Borrowers, (ii) the
absence of any attempt to collect the Obligations from any other Borrower, or
any other security therefor, or the absence of any other action to enforce the
same, (iii) the waiver, consent, extension, forbearance or granting of any
indulgence by the Administrative Agent or any Lender with respect to any
provision of any instrument evidencing the Obligations of any other Borrower, or
any part thereof, or any other agreement now or hereafter executed by any other
Borrower and delivered to the Administrative Agent or any Lender, (iv) the
failure by the Administrative Agent or any Lender to take any steps to perfect
and maintain its security interest in, or to preserve its rights to, any
security for the Obligations of any other Borrower, (v) any borrowing or grant
of a security interest by any other Borrower, as debtors-in-possession under
Section 364 of the Bankruptcy Code of the United States, (vi) the disallowance
of all or any portion of the Administrative Agent’s or any Lender’s claim(s) for
the repayment of the Obligations of any other Borrower under Section 502 of the
Bankruptcy Code of the United States, or (vii) any other circumstances which
might constitute a legal or equitable discharge or defense of any other
Borrower.

    


    (c)           With
respect to each Borrower’s obligations arising as a result of the joint and
several liability of the Borrowers hereunder with respect to Obligations any of
the other Borrowers hereunder, each Borrower waives, until the Obligations shall
have been paid in full in cash and this Agreement and the other Loan Documents
shall have terminated, any right to enforce any right of subrogation or any
remedy which the Administrative Agent or any Lender now has or may hereafter
have against such Borrower, any endorser or any guarantor of all or any part of
the Obligations, and any benefit of, and any right to participate in, any
security or collateral given to the Administrative Agent or any Lender to secure
payment of the Obligations.

    


    (d)           No
payment or payments made by any of the Borrowers or any other Person or received
or collected by the Administrative Agent or any Lender from any of the Borrowers
or any other Person by virtue of any action or proceeding or any set-off-or
appropriation or application at any time or from time to time in reduction of or
in payment of the Obligations shall be deemed (except to the extent Obligations
are satisfied) to modify, release or otherwise affect the liability of any
Borrower under this Agreement, which shall remain liable for the Obligations
until the Obligations are paid in full in cash and this Agreement is
terminated.

    


    Section
10.14.          Waiver of Effect of
Corporate Seal.  The
Borrowers represent and warrant that none of them nor any other Loan Party is
required to affix its corporate seal to this Agreement or any other Loan
Document pursuant to any Requirement of Law, agree that this Agreement is
delivered by the Borrowers under seal and waives any shortening of the statute
of limitations that may result from not affixing the corporate seal to this
Agreement or such other Loan Documents.

     

    Section
10.15.           Patriot Act. 
The
Administrative Agent and each Lender hereby notifies the Loan Parties that
pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)) (the “Patriot Act”), it is
required to obtain, verify and record information that identifies each Loan
Party, which information includes the name and address of such Loan Party and
other information that will allow such Lender or the Administrative Agent, as
applicable, to identify such Loan Party in accordance with the Patriot
Act.  Each Loan Party shall, and shall cause each of its Subsidiaries
to, provide to the extent commercially reasonable, such information and take
such other actions as are reasonably requested by the Administrative Agent or
any Lender in order to assist the Administrative Agent and the Lenders in
maintaining compliance with the Patriot Act.

     

    
      
        
           


        

        
          106

          
            

          

        

        
           


        

      

    

     

    Section
10.16.           Independence of
Covenants.  All
covenants hereunder shall be given independent effect so that if a particular
action or condition is not permitted by any of such covenants, the fact that it
would be permitted by an exception to, or would otherwise be within the
limitations of, another covenant shall not avoid the occurrence of a Default or
an Event of Default if such action is taken or condition exists.

     

    Section
10.17.           No Advisory or Fiduciary
Relationship.  In
connection with all aspects of the transactions contemplated hereby (including
in connection with any amendment, waiver or other modification hereof or of any
other Loan Document), the Borrowers acknowledge and agree, and acknowledge their
Affiliates’ understanding, that: (i) (A) the arranging and other services
regarding this Agreement provided by the Administrative Agent, the Lenders and
the Arranger are arm’s-length commercial transactions between the Borrowers and
their Affiliates, on the one hand, and the Administrative Agent, the Lenders and
the Arranger, on the other hand, (B) the Borrowers have consulted their own
legal, accounting, regulatory and tax advisors to the extent they have deemed
appropriate, and (C) the Borrowers are capable of evaluating, and understand and
accept, the terms, risks and conditions of the transactions contemplated hereby
and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the
Lenders and the Arranger is and has been acting solely as a principal and,
except as expressly agreed in writing by the relevant parties, has not been, is
not, and will not be acting as an advisor, agent or fiduciary for the Borrowers
or any of their Affiliates, or any other Person and (B) neither the
Administrative Agent nor any Lender or Arranger has any obligation to the
Borrowers or any of their Affiliates with respect to the transactions
contemplated hereby except those obligations expressly set forth herein and in
the other Loan Documents; and (iii) the Administrative Agent, each Lender and
the Arranger and their respective Affiliates may be engaged in a broad range of
transactions that involve interests that differ from those of the Borrowers and
their Affiliates, and neither the Administrative Agent nor any Lender or the
Arranger has any obligation to disclose any of such interests to the Borrowers
or any of their Affiliates.  To the fullest extent permitted by law,
the Borrowers hereby waive and release any claims that they may have against the
Administrative Agent or any Lender or the Arranger with respect to any breach or
alleged breach of agency or fiduciary duty in connection with any aspect of any
transaction contemplated hereby.

    


    (remainder
of page left intentionally blank)


    
      
         


      

      
        107

        
          

        

      

      
         


      

    

     

    IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed (under seal in the
case of the Borrowers) by their respective authorized officers as of the day and
year first above written.

     

    
      
        	
                ABOVENET,
      INC.

              
	 
      	 
      
	
                By:

              	
                /s/ Robert Sokota

              
	 
      	
                Name:

              	
                Robert
      Sokota

              
	 
      	
                Title:

              	
                Senior
      Vice President, General Counsel

                and
      Secretary

              


      

    

    


    
      
        	
                ABOVENET
      COMMUNICATIONS, INC.

              
	 
      	 
      
	
                By:

              	
                /s/ Robert Sokota

              
	 
      	
                Name:

              	
                Robert
      Sokota

              
	 
      	
                Title:

              	
                Senior
      Vice President, General Counsel

                and
      Secretary

              


      

    

    


    
      
        	
                ABOVENET
      OF UTAH, L.L.C.

              
	 
      	 
      
	
                By:

              	
                /s/ Robert Sokota

              
	 
      	
                Name:

              	
                Robert
      Sokota

              
	 
      	
                Title:

              	
                Senior
      Vice President, General Counsel

                and
      Secretary

              


      

    

    


    
      
        	
                ABOVENET
      OF VA, L.L.C.

              
	 
      	 
      
	
                By:

              	
                /s/ Robert Sokota

              
	 
      	
                Name:

              	
                Robert
      Sokota

              
	 
      	
                Title:

              	
                Senior
      Vice President, General Counsel

                and
      Secretary

              


      

    

    


    
      
        
          	
                  ABOVENET
      INTERNATIONAL, INC.

                
	 
      	 
      
	
                  By:

                	
                  /s/ Robert Sokota

                
	 
      	
                  Name:

                	
                  Robert
      Sokota

                
	 
      	
                  Title:

                	
                  Senior
      Vice President, General Counsel

                  and
      Secretary

                


        

      

    

    


    [Signature
Page to Revolving Credit Agreement]



    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        	
                SUNTRUST
      BANK

                as
      Administrative Agent, as Issuing Bank, as

                Swingline
      Lender and as a Lender

              
	 
      	 
      
	
                By:

              	
                /s/ Kevin
      Curtin

              
	 
      	
                Name:

              	
                Kevin
      Curtin

              
	 
      	
                Title:

              	
                Vice
      President

              


      

    


    
      
         


      

      
        109

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  JPMORGAN
      CHASE BANK, N.A.

                  as
      a Lender

                
	 
      	 
      
	
                  By:

                	
                  /s/ Christophe Vohmann

                
	 
      	
                  Name:

                	
                  Christophe
      Vohmann

                
	 
      	
                  Title:

                	
                  Executive
      Director

                


        

      

    


    
      
         


      

      
        110

        
          

        

      

      
         


      

    

    


    
      
        	
                ROYAL
      BANK OF CANADA

                as
      a Lender

              
	 
      	 
      
	
                By:

              	
                /s/ D.W. Scott Johnson

              
	 
      	
                Name:

              	
                D.W.
      Scott Johnson

              
	 
      	
                Title:

              	
                Authorized
      Signatory

              


      

    

    


    [Signature
Page to Revolving Credit Agreement]


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        	
                RBC
      BANK (USA)

                as
      a Lender

              
	 
      	 
      
	
                By:

              	
                /s/ Andy Fitzpatrick

              
	 
      	
                Name:

              	
                Andy
      Fitzpatrick

              
	 
      	
                Title:

              	
                Senior
      Vice President

              


      

    

    


    [Signature
Page to Revolving Credit Agreement]



    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        	
                WELLS
      FARGO BANK, NATIONAL

                ASSOCIATION

                as
      a Lender

              
	 
      	 
      
	
                By:

              	
                /s/ John J. Mulvey

              
	 
      	
                Name:

              	
                John
      J. Mulvey

              
	 
      	
                Title:

              	
                Senior
      Vice President

              


      

    

     

    [Signature
Page to Revolving Credit Agreement]


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        	
                CITIBANK,
      N.A.

                as
      a Lender

              
	 
      	 
      
	
                By:

              	
                /s/ Humberto M. Salomon

              
	 
      	
                Name:

              	
                Humberto
      M. Salomon

              
	 
      	
                Title:

              	
                Senior
      Vice President

              


      

    

    


    [Signature
Page to Revolving Credit Agreement]



    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        	
                DEUTSCHE
      BANK TRUST COMPANY

                AMERICAS

                as
      a Lender

              
	 
      	 
      
	
                By:

              	
                /s/ Patrick W. Dowling

              
	 
      	
                Name:

              	
                Patrick
      W. Dowling

              
	 
      	
                Title:

              	
                Director

              


      

    

    


    
      
        	
                DEUTSCHE
      BANK TRUST COMPANY

                AMERICAS

                as
      a Lender

              
	 
      	 
      
	
                By:

              	
                /s/ David Reid

              
	 
      	
                Name:

              	
                David
      Reid

              
	 
      	
                Title:

              	
                Vice
      President

              


      

    

     

    [Signature
Page to Revolving Credit Agreement]


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        	
                SOVEREIGN
      BANK

                as
      a Lender

              
	 
      	 
      
	
                By:

              	
                /s/ Jorge Schwartz

              
	 
      	
                Name:

              	
                Jorge
      Schwartz

              
	 
      	
                Title:

              	
                Senior
      Vice President

              


      

    

     

    [Signature
Page to Revolving Credit Agreement]


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        	
                COBANK,
      ACB

                as
      a Lender

              
	 
      	 
      
	
                By:

              	
                /s/ Gary Franke

              
	 
      	
                Name:

              	
                Gary
      Franke

              
	 
      	
                Title:

              	
                Vice
      President

              


      

    

    


    [Signature
Page to Revolving Credit Agreement]



    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        	
                LAND
      BANK OF TAIWAN, NEW YORK

                BRANCH

                as
      a Lender

              
	 
      	 
      
	
                By:

              	
                /s/ Henry Leu

              
	 
      	
                Name:

              	
                Henry
      Leu

              
	 
      	
                Title:

              	
                SVP
      & GM

              


      

    

    


    [Signature
Page to Revolving Credit Agreement]



    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        	
                TAIWAN
      BUSINESS BANK, Los Angeles

                BRANCH

                 

                as
      a Lender

              
	 
      	 
      
	
                By:

              	
                /s/ Sandy Chen

              
	 
      	
                Name:

              	
                Sandy
      Chen

              
	 
      	
                Title:

              	
                Deputy
      General Manager

              


      

    

    


    [Signature
Page to Revolving Credit Agreement]



    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    Schedule
I

    


    APPLICABLE MARGIN AND
APPLICABLE PERCENTAGE

    


    
      
        
          
            
              
                
                  
                    	
                            Pricing 

                            Level

                          	 
      	
                            Leverage

                            Ratio

                          	 
      	
                            Applicable

                            Margin for

                            Eurodollar

                            Loans

                          	 
      	
                            Applicable

                            Margin for

                            Base Rate

                            Loans

                          	 
      	
                            Applicable

                            Percentage
      for

                            Commitment

                            Fee

                          	 
      	
                            Applicable

                            Percentage

                            for Letter
      of 

                            Credit
      Fees

                          
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                            I

                          	 
      	
                            Less
      than 0.50:1.00

                          	 
      	
                            2.25%
      per

                            annum

                          	 
      	
                            1.25%
      per

                            annum

                          	 
      	
                            0.375%
      per

                            annum

                          	 
      	
                            2.25%
      per

                            annum

                          
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                            II

                          	 
      	
                            Less
      than 1.00:1.00 but greater than or equal to 0.50:1.00

                          	 
      	
                            2.50%
      per

                            annum

                          	 
      	
                            1.50%
      per

                            annum

                          	 
      	
                            0.375%
      per

                            annum

                          	 
      	
                            2.50%
      per

                            annum

                          
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                            III

                          	 
      	
                            Less
      than 1.50:1.00 but greater than or equal to 1.00:1.00

                          	 
      	
                            2.75%
      per

                            annum

                          	 
      	
                            1.75%
      per

                            annum

                          	 
      	
                            0.50%
      per

                            annum

                          	 
      	
                            2.75%
      per

                            annum

                          
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                            IV

                          	
                              

                          	
                            Greater
      than or equal to 1.50:1.00

                          	
                              

                          	
                            3.00%
      per

                            annum

                          	
                              

                          	
                            2.00%
      per

                            annum

                          	
                              

                          	
                            0.50%
      per

                            annum

                          	
                              

                          	
                            3.00%
      per

                            annum

                          


                  

                

              

            

          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Schedule
II

    


    COMMITMENT
AMOUNTS

    


    
      
        
          
            	
                    Lender

                  	 	
                    Revolving Commitment

                    Amount

                  	 
	
                    SunTrust
      Bank

                  	 	$	42,000,000.00	 
	
                    JPMorgan
      Chase Bank, N.A.

                  	 	$	31,000,000.00	 
	
                    Royal
      Bank of Canada

                  	 	$	15,500,000.00	 
	
                    RBC
      Bank (USA)

                  	 	$	15,500,000.00	 
	
                    Wells
      Fargo Bank, National Association

                  	 	$	31,000,000.00	 
	
                    Citibank,
      N.A.

                  	 	$	31,000,000.00	 
	
                    Deutsche
      Bank Trust Company Americas

                  	 	$	23,000,000.00	 
	
                    Sovereign
      Bank

                  	 	$	23,000,000.00	 
	
                    CoBank,
      ACB

                  	 	$	23,000,000.00	 
	
                    Land
      Bank of Taiwan, New York Branch

                  	 	$	10,000,000.00	 
	
                    Taiwan
      Business Bank, Los Angeles Branch

                  	 	$	5,000,000.00	 
	 
      	 	 	 	 
	
                    TOTAL

                  	 	$	250,000,000.00	 


          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Schedule
4.3 – Required Consents

    


    None


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Schedule
4.5 – Environmental Matters

    


    None


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    Schedule
4.11 – Intellectual Property

    


    None


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    Schedule
4.14 – Subsidiaries

    


    
      
        
          
            
              
                
                  
                    	
                            Entity

                          	 
      	
                            Jurisdiction

                            of

                            Organization

                          	 
      	
                            Equity

                          	 
      	
                            Number
      of Shares

                            Outstanding

                          	 
      	
                            Percentage

                            Outstanding

                            Owned

                          
	
                            AboveNet
      Communications, Inc.

                          	 
      	
                            Delaware

                          	 
      	
                            common
      stock

                          	 
      	
                            1000

                          	 
      	
                            100

                          	
                            %

                          
	
                            AboveNet
      of Utah, L.L.C.

                          	 
      	
                            Delaware

                          	 
      	
                            membership
      interest

                          	 
      	
                            N/A

                          	 
      	
                            100

                          	
                            %

                          
	
                            AboveNet
      of VA, L.L.C.

                          	 
      	
                            Virginia

                          	 
      	
                            membership
      interest

                          	 
      	
                            N/A

                          	 
      	
                            100

                          	
                            %

                          
	
                            AboveNet
      International, Inc.

                          	 
      	
                            Delaware

                          	 
      	
                            common
      stock

                          	 
      	
                            2000

                          	 
      	
                            100

                          	
                            %

                          
	
                            AboveNet
      Canada Inc. (f/k/a Metromedia Fiber Network Canada Inc.)

                          	 
      	
                            Canada

                          	 
      	
                            ownership
      interest/shares

                          	 
      	
                            9,140,227

                          	 
      	
                            100

                          	
                            %

                          
	
                            AboveNet
      Toronto Inc.

                          	 
      	
                            Canada

                          	 
      	
                            ownership
      interest/shares

                          	 
      	
                            100

                          	 
      	
                            100

                          	
                            %

                          
	
                            AN
      Communications Inc.

                          	 
      	
                            Taiwan

                          	 
      	
                            ownership
      interests/shares

                          	 
      	
                            N/A

                          	 
      	
                            100

                          	
                            %

                          
	
                            MFN
      Japan KK

                          	 
      	
                            Japan

                          	 
      	
                            ownership
      interest/shares

                          	 
      	
                            200

                          	 
      	
                            100

                          	
                            %

                          
	
                            MFN
      Europe Finance, Inc.

                          	 
      	
                            Delaware

                          	 
      	
                            common
      stock

                          	 
      	
                            1000

                          	 
      	
                            100

                          	
                            %

                          
	
                            MFN
      International, LLC

                          	 
      	
                            Delaware

                          	 
      	
                            membership
      interest

                          	 
      	
                            N/A

                          	 
      	
                            100

                          	
                            %

                          
	
                            AboveNet
      Communications Europe Limited

                          	 
      	
                            United
      Kingdom

                          	 
      	
                            ownership
      interest/shares

                          	 
      	
                            Authorized
      1m shares of £1 each. Issued 1 share

                          	 
      	
                            100

                          	
                            %

                          
	
                            MFN
      Europe, Ltd.

                          	 
      	
                            United
      Kingdom

                          	 
      	
                            ownership
      interest/shares

                          	 
      	
                            Authorized
      100m shares of £1 each. Issued 60,230,258. Share premium
      £2.2M.

                          	 
      	
                            100

                          	
                            %

                          
	
                            AboveNet
      Communications UK Ltd.

                          	 
      	
                            United
      Kingdom

                          	 
      	
                            ownership
      interest/shares

                          	 
      	
                            Authorised
      10m shares of £1 each. Issued 60,618,567 shares. Share premium
      £500K.

                          	 
      	
                            100

                          	
                            %

                          


                  

                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule
4.18 – Locations of Leased Property and Personal Property

     

    
      
        
          	
                  FNL

                	 
      	
                  Street

                	 
      	
                  City

                	 
      	
                  State

                	 
      	
                  Zip

                
	
                  AL-X01

                	 
      	
                  1140
      CR179

                	 
      	
                  WADLEY

                	 
      	
                  AL

                	 
      	
                  36275

                
	
                  AL-X02

                	 
      	
                  1713
      CR179

                	 
      	
                  BROWNS

                	 
      	
                  AL

                	 
      	
                  36724

                
	
                  AL-X04

                	 
      	
                  250
      HIGHWAY 9

                	 
      	
                  KELLYTON

                	 
      	
                  AL

                	 
      	
                  35089

                
	
                  AL-X06

                	 
      	
                  4521
      CHILTON ROAD #352

                	 
      	
                  BILLINGSLEY

                	 
      	
                  AL

                	 
      	
                  36006

                
	
                  AL-X08

                	 
      	
                  HIGHWAY
      69 SOUTH

                	 
      	
                  SWEETWATER

                	 
      	
                  AL

                	 
      	
                  36782

                
	
                  AZ-13U

                	 
      	
                  1301
      W UNIVERSITY DRIVE

                	 
      	
                  MESA

                	 
      	
                  AZ

                	 
      	
                  85201

                
	
                  AZ-1EV

                	 
      	
                  120
      EAST VAN BUREN STREET

                	 
      	
                  PHOENIX

                	 
      	
                  AZ

                	 
      	
                  85004

                
	
                  AZ-20T

                	 
      	
                  2055
      TECHNOLOGY CIRCLE

                	 
      	
                  TEMPE

                	 
      	
                  AZ

                	 
      	
                  85284

                
	
                  AZ-21P

                	 
      	
                  2121
      SOUTH PRICE ROAD

                	 
      	
                  CHANDLER

                	 
      	
                  AZ

                	 
      	
                  85248

                
	
                  AZ-26C

                	 
      	
                  2600
      NORTH CENTRAL AVENUE

                	 
      	
                  PHOENIX

                	 
      	
                  AZ

                	 
      	
                  85004

                
	
                  AZ-311

                	 
      	
                  3110
      N CENTRAL AVENUE

                	 
      	
                  PHOENIX

                	 
      	
                  AZ

                	 
      	
                  85004

                
	
                  AZ-34U

                	 
      	
                  3402
      EAST UNIVERSITY DRIVE

                	 
      	
                  PHOENIX

                	 
      	
                  AZ

                	 
      	
                  85034

                
	
                  AZ-555

                	 
      	
                  555
      WEST IRON AVENUE

                	 
      	
                  MESA

                	 
      	
                  AZ

                	 
      	
                  85210

                
	
                  AZ-EPL

                	 
      	
                  7499
      EAST PARADISE LANE

                	 
      	
                  SCOTTSDALE

                	 
      	
                  AZ

                	 
      	
                  85260

                
	
                  AZ-N48

                	 
      	
                  615
      NORTH 48TH STREET

                	 
      	
                  PHOENIX

                	 
      	
                  AZ

                	 
      	
                  85008

                
	
                  AZ-NCA

                	 
      	
                  201
      NORTH CENTRAL AVENUE

                	 
      	
                  PHOENIX

                	 
      	
                  AZ

                	 
      	
                  85004

                
	
                  AZ-W10

                	 
      	
                  55
      WEST 10TH AVENUE

                	 
      	
                  MESA

                	 
      	
                  AZ

                	 
      	
                  85210

                
	
                  AZ-X01

                	 
      	
                  135
      & 139 NORTH 6TH AVENUE

                	 
      	
                  TUCSON

                	 
      	
                  AZ

                	 
      	
                  85701

                
	
                  AZ-X05

                	 
      	
                  4846
      EAST DRAGOON ROAD

                	 
      	
                  DRAGOON

                	 
      	
                  AZ

                	 
      	
                  85609

                
	
                  AZ-X06

                	 
      	
                  6268
      EAST HERITAGE ROAD

                	 
      	
                  FLORENCE

                	 
      	
                  AZ

                	 
      	
                  85242

                
	
                  AZ-X07

                	 
      	
                  8416
      SOUTH 299TH AVENUE

                	 
      	
                  PALO
      VERDE

                	 
      	
                  AZ

                	 
      	
                  85343

                
	
                  AZ-X08

                	 
      	
                  283
      NORTH AVENUE 49E

                	 
      	
                  ROLL

                	 
      	
                  AZ

                	 
      	
                  85347

                
	
                  CA-102

                	 
      	
                  10202
      W WASHINGTON BLVD

                	 
      	
                  CULVER
      CITY

                	 
      	
                  CA

                	 
      	
                  90232

                
	
                  CA-109

                	 
      	
                  10950
      WASHINGTON BOULEVARD

                	 
      	
                  CULVER
      CITY

                	 
      	
                  CA

                	 
      	
                  90232

                
	
                  CA-10B

                	 
      	
                  101
      N. BRAND BLVD

                	 
      	
                  GLENDALE

                	 
      	
                  CA

                	 
      	
                  91203

                
	
                  CA-10H

                	 
      	
                  101
      HOWARD STREET

                	 
      	
                  SAN
      FRANCISCO

                	 
      	
                  CA

                	 
      	
                  94105

                
	
                  CA-10P

                	 
      	
                  100
      PINE ST

                	 
      	
                  SAN
      FRANCISCO

                	 
      	
                  CA

                	 
      	
                  94111

                
	
                  CA-10W

                	 
      	
                  10960
      WILSHIRE BLVD

                	 
      	
                  LOS
      ANGELES

                	 
      	
                  CA

                	 
      	
                  90024

                
	
                  CA-11B

                	 
      	
                  1111
      BROADWAY

                	 
      	
                  OAKLAND

                	 
      	
                  CA

                	 
      	
                  94501

                
	
                  CA-11F

                	 
      	
                  1011
      SOUTH FIGUEROA STREET

                	 
      	
                  LOS
      ANGELES

                	 
      	
                  CA

                	 
      	
                  90015

                
	
                  CA-11G

                	 
      	
                  11
      GREAT OAKS BLVD

                	 
      	
                  SAN
      JOSE

                	 
      	
                  CA

                	 
      	
                  95119

                
	
                  CA-11H

                	 
      	
                  110
      HOLGER WAY

                	 
      	
                  SAN
      JOSE

                	 
      	
                  CA

                	 
      	
                  95134

                
	
                  CA-12C

                	 
      	
                  1201
      COMSTOCK STREET

                	 
      	
                  SANTA
      CLARA

                	 
      	
                  CA

                	 
      	
                  95054

                
	
                  CA-12P

                	 
      	
                  1288
      PEAR STREET

                	 
      	
                  MOUNTAIN
      VIEW

                	 
      	
                  CA

                	 
      	
                  94043

                
	
                  CA-135

                	 
      	
                  135
      MAIN STREET

                	 
      	
                  SAN
      FRANCISCO

                	 
      	
                  CA

                	 
      	
                  94105

                
	
                  CA-139

                	 
      	
                  1390
      MARKET STREET

                	 
      	
                  SAN
      FRANCISCO

                	 
      	
                  CA

                	 
      	
                  94102

                
	
                  CA-13D

                	 
      	
                  1350
      DUANE AVENUE

                	 
      	
                  SANTA
      CLARA

                	 
      	
                  CA

                	 
      	
                  95054

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  CA-13H

                	 
      	
                  130
      HOLGER WAY

                	 
      	
                  SAN
      JOSE

                	 
      	
                  CA

                	 
      	
                  95134

                
	
                  CA-13K

                	 
      	
                  1380
      KIFER RD

                	 
      	
                  SUNNYVALE

                	 
      	
                  CA

                	 
      	
                  95051

                
	
                  CA-13S

                	 
      	
                  1377
      N SERRANO AVENUE

                	 
      	
                  LOS
      ANGELES

                	 
      	
                  CA

                	 
      	
                  90027

                
	
                  CA-13V

                	 
      	
                  1310
      VILLA STREET

                	 
      	
                  MOUNTAIN
      VIEW

                	 
      	
                  CA

                	 
      	
                  94041

                
	
                  CA-145

                	 
      	
                  1450
      KIFER ROAD

                	 
      	
                  SUNNYVALE

                	 
      	
                  CA

                	 
      	
                  94086

                
	
                  CA-14K

                	 
      	
                  1400
      KIFER RD

                	 
      	
                  SUNNYVALE

                	 
      	
                  CA

                	 
      	
                  94086

                
	
                  CA-150

                	 
      	
                  150
      S 1ST STREET

                	 
      	
                  SAN
      JOSE

                	 
      	
                  CA

                	 
      	
                  95113

                
	
                  CA-15C

                	 
      	
                  1525
      COMSTOCK STREET

                	 
      	
                  SANTA
      CLARA

                	 
      	
                  CA

                	 
      	
                  95054

                
	
                  CA-15P

                	 
      	
                  1555
      PLYMOUTH STREET

                	 
      	
                  MOUNTAIN
      VIEW

                	 
      	
                  CA

                	 
      	
                  94043

                
	
                  CA-15T

                	 
      	
                  1501
      TROUSDALE BLVD

                	 
      	
                  BURLINGAME

                	 
      	
                  CA

                	 
      	
                  94010

                
	
                  CA-162

                	 
      	
                  1620
      26TH ST

                	 
      	
                  SANTA
      MONICA

                	 
      	
                  CA

                	 
      	
                  90404

                
	
                  CA-16C

                	 
      	
                  1601
      CLOVERFIELD BLVD

                	 
      	
                  SANTA
      MONICA

                	 
      	
                  CA

                	 
      	
                  90404

                
	
                  CA-16M

                	 
      	
                  1656
      MCCARTHY BOULEVARD

                	 
      	
                  MILPITAS

                	 
      	
                  CA

                	 
      	
                  95035

                
	
                  CA-16W

                	 
      	
                  1675
      WALSH AV

                	 
      	
                  SANTA
      CLARA

                	 
      	
                  CA

                	 
      	
                  95050

                
	
                  CA-170

                	 
      	
                  1700
      RICHARD AVENUE

                	 
      	
                  SANTA
      CLARA

                	 
      	
                  CA

                	 
      	
                  95051

                
	
                  CA-17C

                	 
      	
                  1725
      COMSTOCK STREET

                	 
      	
                  SANTA
      CLARA

                	 
      	
                  CA

                	 
      	
                  95054

                
	
                  CA-17E

                	 
      	
                  1748
      E RANDOLPH UNIT 11

                	 
      	
                  HUNTINGTON
      PARK

                	 
      	
                  CA

                	 
      	
                  90001

                
	
                  CA-17J

                	 
      	
                  1740
      JONES WAY

                	 
      	
                  OXNARD

                	 
      	
                  CA

                	 
      	
                  93033

                
	
                  CA-17K

                	 
      	
                  1170
      KIFER RD.

                	 
      	
                  SUNNYVALE

                	 
      	
                  CA

                	 
      	
                  94086

                
	
                  CA-17L

                	 
      	
                  1735
      LUNDY AVE

                	 
      	
                  SAN
      JOSE

                	 
      	
                  CA

                	 
      	
                  95131

                
	
                  CA-17O

                	 
      	
                  175
      EAST OLIVE AVE

                	 
      	
                  BURBANK

                	 
      	
                  CA

                	 
      	
                  91502

                
	
                  CA-17V

                	 
      	
                  17222
      VON KARMAN AVENUE

                	 
      	
                  IRVINE

                	 
      	
                  CA

                	 
      	
                  92614

                
	
                  CA-17W

                	 
      	
                  1700
      EAST WALNUT AVENUE

                	 
      	
                  EL
      SEGUNDO

                	 
      	
                  CA

                	 
      	
                  90245

                
	
                  CA-18B

                	 
      	
                  185
      BERRY ST., BUILDING #2

                	 
      	
                  SAN
      FRANCISCO

                	 
      	
                  CA

                	 
      	
                  94107

                
	
                  CA-18T

                	 
      	
                  180
      TOWNSEND ST.

                	 
      	
                  SAN
      FRANCISCO

                	 
      	
                  CA

                	 
      	
                  94107

                
	
                  CA-192

                	 
      	
                  1920
      E MAPLE AVE.

                	 
      	
                  EL
      SEGUNDO

                	 
      	
                  CA

                	 
      	
                  90245

                
	
                  CA-199

                	 
      	
                  1999
      SOUTH BUNDY DRIVE

                	 
      	
                  LOS
      ANGELES

                	 
      	
                  CA

                	 
      	
                  90025

                
	
                  CA-19U

                	 
      	
                  1900
      UNIVERSITY AVENUE

                	 
      	
                  PALO
      ALTO

                	 
      	
                  CA

                	 
      	
                  94303

                
	
                  CA-19V

                	 
      	
                  19800
      SOUTH VERMONT

                	 
      	
                  TORRANCE

                	 
      	
                  CA

                	 
      	
                  90502

                
	
                  CA-19W

                	 
      	
                  1956
      WEBSTER ST

                	 
      	
                  OAKLAND

                	 
      	
                  CA

                	 
      	
                  94612

                
	
                  CA-1BR

                	 
      	
                  1000
      BROADWAY

                	 
      	
                  OAKLAND

                	 
      	
                  CA

                	 
      	
                  94607

                
	
                  CA-1BT

                	 
      	
                  12641
      BEATRICE STREET

                	 
      	
                  LOS
      ANGELES

                	 
      	
                  CA

                	 
      	
                  90066

                
	
                  CA-1CA

                	 
      	
                  1
      CALIFORNIA ST

                	 
      	
                  SAN
      FRANCISCO

                	 
      	
                  CA

                	 
      	
                  94111

                
	
                  CA-1DR

                	 
      	
                  1325
      EAST DYER ROAD

                	 
      	
                  SANTA
      ANA

                	 
      	
                  CA

                	 
      	
                  92705

                
	
                  CA-1EC

                	 
      	
                  1
      EMBARCADERO CTR

                	 
      	
                  SAN
      FRANCISCO

                	 
      	
                  CA

                	 
      	
                  94111

                
	
                  CA-1GL

                	 
      	
                  1100
      GLENDON AVENUE

                	 
      	
                  LOS
      ANGELES

                	 
      	
                  CA

                	 
      	
                  90024

                
	
                  CA-1KR

                	 
      	
                  1272
      KIFER ROAD

                	 
      	
                  SUNNYVALE

                	 
      	
                  CA

                	 
      	
                  94086

                
	
                  CA-1LA

                	 
      	
                  1085
      LA AVENIDA

                	 
      	
                  MOUNTAIN
      VIEW

                	 
      	
                  CA

                	 
      	
                  94043

                
	
                  CA-1LD

                	 
      	
                  1
      LAGOON DRIVE

                	 
      	
                  REDWOOD
      CITY

                	 
      	
                  CA

                	 
      	
                  94065

                
	
                  CA-1LP

                	 
      	
                  1146
      NORTH LAS PALMAS AVE

                	 
      	
                  LOS
      ANGELES

                	 
      	
                  CA

                	 
      	
                  90068

                
	
                  CA-1MD

                	 
      	
                  1850
      MT. DIABLO BOULEVARD

                	 
      	
                  WALNUT
      CREEK

                	 
      	
                  CA

                	 
      	
                  94596

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  CA-1NB

                	 
      	
                  1005
      NORTH B ST.

                	 
      	
                  SACRAMENTO

                	 
      	
                  CA

                	 
      	
                  95814

                
	
                  CA-1SF

                	 
      	
                  1111
      SOUTH FIGUEROA STREET

                	 
      	
                  LOS
      ANGELES

                	 
      	
                  CA

                	 
      	
                  90015

                
	
                  CA-1TC

                	 
      	
                  13341
      TEMESCAL CANYON RD.

                	 
      	
                  CORONA

                	 
      	
                  CA

                	 
      	
                  92883

                
	
                  CA-1W7

                	 
      	
                  1200
      WEST 7TH ST

                	 
      	
                  LOS
      ANGELES

                	 
      	
                  CA

                	 
      	
                  90017

                
	
                  CA-1WA

                	 
      	
                  1418
      NORTH WESTERN AVENUE

                	 
      	
                  LOS
      ANGELES

                	 
      	
                  CA

                	 
      	
                  90027

                
	
                  CA-1WB

                	 
      	
                  11859
      WILSHIRE BOULEVARD

                	 
      	
                  LOS
      ANGELES

                	 
      	
                  CA

                	 
      	
                  90025

                
	
                  CA-1WI

                	 
      	
                  11755
      WILSHIRE BLVD

                	 
      	
                  LOS
      ANGELES

                	 
      	
                  CA

                	 
      	
                  90025

                
	
                  CA-1WO

                	 
      	
                  12312
      W OLYMPIC BLVD

                	 
      	
                  LOS
      ANGELES

                	 
      	
                  CA

                	 
      	
                  90064

                
	
                  CA-1WP

                	 
      	
                  10201
      W PICO BLVD

                	 
      	
                  LOS
      ANGELES

                	 
      	
                  CA

                	 
      	
                  90064

                
	
                  CA-1WW

                	 
      	
                  10,
      000 WEST WASHINGTON BOULEVARD

                	 
      	
                  CULVER
      CITY

                	 
      	
                  CA

                	 
      	
                  90232

                
	
                  CA-200

                	 
      	
                  200
      NASH STREET

                	 
      	
                  EL
      SEGUNDO

                	 
      	
                  CA

                	 
      	
                  90245

                
	
                  CA-201

                	 
      	
                  201
      3RD ST

                	 
      	
                  SAN
      FRANCISCO

                	 
      	
                  CA

                	 
      	
                  94103

                
	
                  CA-20M

                	 
      	
                  201
      MISSION STREET

                	 
      	
                  SAN
      FRANCISCO

                	 
      	
                  CA

                	 
      	
                  94105

                
	
                  CA-20P

                	 
      	
                  200
      PAUL AVE

                	 
      	
                  SAN
      FRANCISCO

                	 
      	
                  CA

                	 
      	
                  94124

                
	
                  CA-21F

                	 
      	
                  2001
      FORTUNE DRIVE

                	 
      	
                  SAN
      JOSE

                	 
      	
                  CA

                	 
      	
                  95131

                
	
                  CA-21H

                	 
      	
                  2130
      HOLLYWOOD WAY

                	 
      	
                  BURBANK

                	 
      	
                  CA

                	 
      	
                  91505

                
	
                  CA-21W

                	 
      	
                  2101
      WEBSTER STREET

                	 
      	
                  OAKLAND

                	 
      	
                  CA

                	 
      	
                  94659

                
	
                  CA-23L

                	 
      	
                  2334
      LUNDY PLACE

                	 
      	
                  SAN
      JOSE

                	 
      	
                  CA

                	 
      	
                  95131

                
	
                  CA-23R

                	 
      	
                  2300
      WEST RIVERSIDE DRIVE

                	 
      	
                  BURBANK

                	 
      	
                  CA

                	 
      	
                  91506

                
	
                  CA-244

                	 
      	
                  2441
      WEST LA PALMA

                	 
      	
                  ANAHEIM

                	 
      	
                  CA

                	 
      	
                  92801

                
	
                  CA-24E

                	 
      	
                  2400
      EMPIRE AVENUE

                	 
      	
                  BURBANK

                	 
      	
                  CA

                	 
      	
                  91504

                
	
                  CA-24W

                	 
      	
                  2401
      WALSH AVE

                	 
      	
                  SANTA
      CLARA

                	 
      	
                  CA

                	 
      	
                  95051

                
	
                  CA-255

                	 
      	
                  255
      CALIFORNIA STREET

                	 
      	
                  SAN
      FRANCISCO

                	 
      	
                  CA

                	 
      	
                  94111

                
	
                  CA-25B

                	 
      	
                  2500
      BROADWAY

                	 
      	
                  SANTA
      MONICA

                	 
      	
                  CA

                	 
      	
                  90404

                
	
                  CA-25C

                	 
      	
                  250
      CHESTNUT ST

                	 
      	
                  REDWOOD
      CITY

                	 
      	
                  CA

                	 
      	
                  94063

                
	
                  CA-25N

                	 
      	
                  25070
      O'NEIL AV

                	 
      	
                  HAYWARD

                	 
      	
                  CA

                	 
      	
                  94544

                
	
                  CA-25S

                	 
      	
                  250
      STOCKTON ST

                	 
      	
                  SAN
      JOSE

                	 
      	
                  CA

                	 
      	
                  95126

                
	
                  CA-271

                	 
      	
                  2717
      NORTH FIRST STREET

                	 
      	
                  SAN
      JOSE

                	 
      	
                  CA

                	 
      	
                  95134

                
	
                  CA-27B

                	 
      	
                  274
      BRANNAN ST

                	 
      	
                  SAN
      FRANCISCO

                	 
      	
                  CA

                	 
      	
                  94107

                
	
                  CA-27M

                	 
      	
                  275
      MIDDLEFIELD ROAD

                	 
      	
                  MENLO
      PARK

                	 
      	
                  CA

                	 
      	
                  94301

                
	
                  CA-27Z

                	 
      	
                  2720
      ZANKER ROAD

                	 
      	
                  SAN
      JOSE

                	 
      	
                  CA

                	 
      	
                  95134

                
	
                  CA-280

                	 
      	
                  2800
      BRIDGE PARKWAY

                	 
      	
                  REDWOOD
      CITY

                	 
      	
                  CA

                	 
      	
                  94065

                
	
                  CA-28A

                	 
      	
                  2801
      W ALAMEDA

                	 
      	
                  BURBANK

                	 
      	
                  CA

                	 
      	
                  91505

                
	
                  CA-28L

                	 
      	
                  2885
      LAKESIDE DRIVE

                	 
      	
                  SANTA
      CLARA

                	 
      	
                  CA

                	 
      	
                  95054

                
	
                  CA-28M

                	 
      	
                  2807
      MISSION COL BLVD

                	 
      	
                  SANTA
      CLARA

                	 
      	
                  CA

                	 
      	
                  95054

                
	
                  CA-29A

                	 
      	
                  2901
      W. ALAMEDA AVE

                	 
      	
                  BURBANK

                	 
      	
                  CA

                	 
      	
                  91505

                
	
                  CA-2AS

                	 
      	
                  2000
      AVENUE OF THE STARS

                	 
      	
                  LOS
      ANGELES

                	 
      	
                  CA

                	 
      	
                  90067

                
	
                  CA-2CD

                	 
      	
                  2901
      CORONADO DRIVE

                	 
      	
                  SANTA
      CLARA

                	 
      	
                  CA

                	 
      	
                  95054

                
	
                  CA-2CW

                	 
      	
                  255
      CASPIAN WAY

                	 
      	
                  SUNNYVALE

                	 
      	
                  CA

                	 
      	
                  94089

                
	
                  CA-2ES

                	 
      	
                  2260
      EL SEGUNDO BLVD.

                	 
      	
                  EL
      SEGUNDO

                	 
      	
                  CA

                	 
      	
                  90245

                
	
                  CA-2FL

                	 
      	
                  200
      S FLOWERS

                	 
      	
                  BURBANK

                	 
      	
                  CA

                	 
      	
                  91502

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  CA-2MA

                	 
      	
                  2050
      MARTIN AVENUE

                	 
      	
                  SANTA
      CLARA

                	 
      	
                  CA

                	 
      	
                  95050

                
	
                  CA-2ND

                	 
      	
                  720
      2ND STREET

                	 
      	
                  OAKLAND

                	 
      	
                  CA

                	 
      	
                  94607

                
	
                  CA-2NS

                	 
      	
                  200
      N. SEPULVEDA BLVD

                	 
      	
                  EL
      SEGUNDO

                	 
      	
                  CA

                	 
      	
                  90245

                
	
                  CA-2SB

                	 
      	
                  2133
      SOUTH BUNDY DRIVE

                	 
      	
                  LOS
      ANGELES

                	 
      	
                  CA

                	 
      	
                  90064

                
	
                  CA-2SC

                	 
      	
                  2071
      STIERLIN COURT

                	 
      	
                  MOUNTAIN
      VIEW

                	 
      	
                  CA

                	 
      	
                  94043

                
	
                  CA-2SF

                	 
      	
                  221
      SOUTH FIGUEROA STREET

                	 
      	
                  LOS
      ANGELES

                	 
      	
                  CA

                	 
      	
                  90012

                
	
                  CA-2WA

                	 
      	
                  2403
      WALSH AVE

                	 
      	
                  SANTA
      CLARA

                	 
      	
                  CA

                	 
      	
                  95051

                
	
                  CA-2WO

                	 
      	
                  2625
      WEST OLIVE AVENUE

                	 
      	
                  BURBANK

                	 
      	
                  CA

                	 
      	
                  91505

                
	
                  CA-303

                	 
      	
                  303
      2ND ST.

                	 
      	
                  SAN
      FRANCISCO

                	 
      	
                  CA

                	 
      	
                  94107

                
	
                  CA-30W

                	 
      	
                  3015
      WINONA AVENUE

                	 
      	
                  BURBANK

                	 
      	
                  CA

                	 
      	
                  91504

                
	
                  CA-31F

                	 
      	
                  3131
      S. FIGUEROA ST.

                	 
      	
                  LOS
      ANGELES

                	 
      	
                  CA

                	 
      	
                  90007

                
	
                  CA-31S

                	 
      	
                  3175
      SPRING STREET

                	 
      	
                  REDWOOD
      CITY

                	 
      	
                  CA

                	 
      	
                  94063

                
	
                  CA-31Z

                	 
      	
                  3151
      ZANKER ROAD

                	 
      	
                  SAN
      JOSE

                	 
      	
                  CA

                	 
      	
                  95134

                
	
                  CA-325

                	 
      	
                  3250
      WILSHIRE BLVD

                	 
      	
                  LOS
      ANGELES

                	 
      	
                  CA

                	 
      	
                  90010

                
	
                  CA-33T

                	 
      	
                  333
      TWIN DOPHLIN ROAD

                	 
      	
                  REDWOOD
      CITY

                	 
      	
                  CA

                	 
      	
                  94065

                
	
                  CA-36F

                	 
      	
                  364
      FERGUSON DRIVE

                	 
      	
                  MOUNTAIN
      VIEW

                	 
      	
                  CA

                	 
      	
                  94043

                
	
                  CA-36M

                	 
      	
                  365
      MAIN

                	 
      	
                  SAN
      FRANCISCO

                	 
      	
                  CA

                	 
      	
                  94105

                
	
                  CA-370

                	 
      	
                  370
      THIRD STREET

                	 
      	
                  SAN
      FRANCISCO

                	 
      	
                  CA

                	 
      	
                  94107

                
	
                  CA-38A

                	 
      	
                  3800
      WEST ALAMEDA AVENUE

                	 
      	
                  BURBANK

                	 
      	
                  CA

                	 
      	
                  91505

                
	
                  CA-38C

                	 
      	
                  385
      E. COLORADO BLVD

                	 
      	
                  PASADENA

                	 
      	
                  CA

                	 
      	
                  91101

                
	
                  CA-397

                	 
      	
                  3979
      FREEDOM CIR.

                	 
      	
                  SANTA
      CLARA

                	 
      	
                  CA

                	 
      	
                  95054

                
	
                  CA-398

                	 
      	
                  3985
      FREEDOM CIRCLE

                	 
      	
                  SANTA
      CLARA

                	 
      	
                  CA

                	 
      	
                  95054

                
	
                  CA-39P

                	 
      	
                  3955
      POINT EDEN WAY

                	 
      	
                  HAYWARD

                	 
      	
                  CA

                	 
      	
                  94545

                
	
                  CA-3BR

                	 
      	
                  301
      BRANNAN STREET

                	 
      	
                  SAN
      FRANCISCO

                	 
      	
                  CA

                	 
      	
                  94107

                
	
                  CA-3CO

                	 
      	
                  3030
      CORVIN DR.

                	 
      	
                  SANTA
      CLARA

                	 
      	
                  CA

                	 
      	
                  95051

                
	
                  CA-3EC

                	 
      	
                  3
      EMBARCADERO CENTER

                	 
      	
                  SAN
      FRANCISCO

                	 
      	
                  CA

                	 
      	
                  94111

                
	
                  CA-3LF

                	 
      	
                  3011
      LAFAYETTE STREET

                	 
      	
                  SANTA
      CLARA

                	 
      	
                  CA

                	 
      	
                  95054

                
	
                  CA-3RI

                	 
      	
                  350
      RHODE ISLAND STREET

                	 
      	
                  SAN
      FRANCISCO

                	 
      	
                  CA

                	 
      	
                  94103

                
	
                  CA-3VI

                	 
      	
                  1313
      VINE STREET

                	 
      	
                  LOS
      ANGELES

                	 
      	
                  CA

                	 
      	
                  90028

                
	
                  CA-40A

                	 
      	
                  4000
      W. ALAMEDA BOULEVARD

                	 
      	
                  BURBANK

                	 
      	
                  CA

                	 
      	
                  91505

                
	
                  CA-415

                	 
      	
                  415
      20TH ST

                	 
      	
                  OAKLAND

                	 
      	
                  CA

                	 
      	
                  94612

                
	
                  CA-41T

                	 
      	
                  410
      TOWNSEND STREET

                	 
      	
                  SAN
      FRANCISCO

                	 
      	
                  CA

                	 
      	
                  94107

                
	
                  CA-42L

                	 
      	
                  42340
      ALBRAE STREET

                	 
      	
                  FREMONT

                	 
      	
                  CA

                	 
      	
                  94538

                
	
                  CA-43H

                	 
      	
                  4305
      HACIENDA DRIVE

                	 
      	
                  PLEASANTON

                	 
      	
                  CA

                	 
      	
                  94588

                
	
                  CA-43L

                	 
      	
                  4350
      LA JOLLA VILLEGO DRIVE

                	 
      	
                  SAN
      DIEGO

                	 
      	
                  CA

                	 
      	
                  92122

                
	
                  CA-448

                	 
      	
                  44834
      GRIMMER BLVD

                	 
      	
                  FREMONT

                	 
      	
                  CA

                	 
      	
                  94538

                
	
                  CA-44E

                	 
      	
                  445
      EL CAMINO REAL

                	 
      	
                  SANTA
      CLARA

                	 
      	
                  CA

                	 
      	
                  95050

                
	
                  CA-44T

                	 
      	
                  444
      TOYAMA DRIVE

                	 
      	
                  SUNNYVALE

                	 
      	
                  CA

                	 
      	
                  94089

                
	
                  CA-45L

                	 
      	
                  47
      LUSK STREET

                	 
      	
                  SAN
      FRANCISCO

                	 
      	
                  CA

                	 
      	
                  94107

                
	
                  CA-45S

                	 
      	
                  145
      S. SPRING ST.

                	 
      	
                  LOS
      ANGELES

                	 
      	
                  CA

                	 
      	
                  90012

                
	
                  CA-470

                	 
      	
                  4700
      OLD IRONSIDES DRIVE

                	 
      	
                  SANTA
      CLARA

                	 
      	
                  CA

                	 
      	
                  95054

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  CA-47B

                	 
      	
                  475
      BRANNAN STREET

                	 
      	
                  SAN
      FRANCISCO

                	 
      	
                  CA

                	 
      	
                  94107

                
	
                  CA-4CA

                	 
      	
                  430
      WEST CALIFORNIA AVE

                	 
      	
                  SUNNYVALE

                	 
      	
                  CA

                	 
      	
                  94086

                
	
                  CA-4EM

                	 
      	
                  4
      EMBARCADERO CENTER

                	 
      	
                  SAN
      FRANCISCO

                	 
      	
                  CA

                	 
      	
                  94111

                
	
                  CA-4GA

                	 
      	
                  4551
      GREAT AMERICA PARKWAY

                	 
      	
                  SANTA
      CLARA

                	 
      	
                  CA

                	 
      	
                  95054

                
	
                  CA-4N2

                	 
      	
                  4
      NORTH SECOND STREET

                	 
      	
                  SAN
      JOSE

                	 
      	
                  CA

                	 
      	
                  95113

                
	
                  CA-4OI

                	 
      	
                  4650
      OLD IRONSIDES

                	 
      	
                  SANTA
      CLARA

                	 
      	
                  CA

                	 
      	
                  95054

                
	
                  CA-4PW

                	 
      	
                  415
      PENDLETON WAY

                	 
      	
                  OAKLAND

                	 
      	
                  CA

                	 
      	
                  94621

                
	
                  CA-4SH

                	 
      	
                  409
      SHERMAN AVENUE

                	 
      	
                  PALO
      ALTO

                	 
      	
                  CA

                	 
      	
                  94306

                
	
                  CA-50B

                	 
      	
                  50
      BEAL ST

                	 
      	
                  SAN
      FRANCISCO

                	 
      	
                  CA

                	 
      	
                  94105

                
	
                  CA-50S

                	 
      	
                  501
      2ND STREET

                	 
      	
                  SAN
      FRANCISCO

                	 
      	
                  CA

                	 
      	
                  94107

                
	
                  CA-50V

                	 
      	
                  501
      SOUTH BUENA VISTA STREET

                	 
      	
                  BURBANK

                	 
      	
                  CA

                	 
      	
                  91505

                
	
                  CA-53S

                	 
      	
                  534
      STOCKTON AVE

                	 
      	
                  SAN
      JOSE

                	 
      	
                  CA

                	 
      	
                  95126

                
	
                  CA-53W

                	 
      	
                  530
      WEST 6TH STREET

                	 
      	
                  LOS
      ANGELES

                	 
      	
                  CA

                	 
      	
                  90014

                
	
                  CA-543

                	 
      	
                  5432
      WEST 102ND STREET

                	 
      	
                  LOS
      ANGELES

                	 
      	
                  CA

                	 
      	
                  90045

                
	
                  CA-55B

                	 
      	
                  555
      BROADWAY STREET

                	 
      	
                  REDWOOD
      CITY

                	 
      	
                  CA

                	 
      	
                  94063

                
	
                  CA-56M

                	 
      	
                  560
      MISSION ST.

                	 
      	
                  SAN
      FRANCISCO

                	 
      	
                  CA

                	 
      	
                  94105

                
	
                  CA-58C

                	 
      	
                  5856
      CORPORATE AVE, SUITE 150

                	 
      	
                  CYPRESS

                	 
      	
                  CA

                	 
      	
                  90630

                
	
                  CA-59S

                	 
      	
                  5933
      SLAUSON AVENUE

                	 
      	
                  CULVER
      CITY

                	 
      	
                  CA

                	 
      	
                  90230

                
	
                  CA-5BR

                	 
      	
                  529
      BRYANT ST

                	 
      	
                  PALO
      ALTO

                	 
      	
                  CA

                	 
      	
                  94301

                
	
                  CA-5BV

                	 
      	
                  500
      S BUENA VISTA ST

                	 
      	
                  BURBANK

                	 
      	
                  CA

                	 
      	
                  91521

                
	
                  CA-5CL

                	 
      	
                  559
      CLAY STREET

                	 
      	
                  SAN
      FRANCISCO

                	 
      	
                  CA

                	 
      	
                  94111

                
	
                  CA-5GB

                	 
      	
                  5667
      GIBRALTAR DRIVE

                	 
      	
                  PLEASANTON

                	 
      	
                  CA

                	 
      	
                  94588

                
	
                  CA-5MA

                	 
      	
                  55
      SOUTH MARKET ST

                	 
      	
                  SAN
      JOSE

                	 
      	
                  CA

                	 
      	
                  95113

                
	
                  CA-60K

                	 
      	
                  6032
      KATELLA AVENUE

                	 
      	
                  CYPRESS

                	 
      	
                  CA

                	 
      	
                  90630

                
	
                  CA-60S

                	 
      	
                  6025
      SLAUSON AVE

                	 
      	
                  CULVER
      CITY

                	 
      	
                  CA

                	 
      	
                  90230

                
	
                  CA-61C

                	 
      	
                  6171
      W CENTURY BLVD.

                	 
      	
                  LOS
      ANGELES

                	 
      	
                  CA

                	 
      	
                  90045

                
	
                  CA-61L

                	 
      	
                  1661
      LINCOLN BOULEVARD

                	 
      	
                  SANTA
      MONICA

                	 
      	
                  CA

                	 
      	
                  90404

                
	
                  CA-61N

                	 
      	
                  615
      NORTH NASH STREET

                	 
      	
                  EL
      SEGUNDO

                	 
      	
                  CA

                	 
      	
                  90245

                
	
                  CA-62G

                	 
      	
                  624
      S GRAND AVE

                	 
      	
                  LOS
      ANGELES

                	 
      	
                  CA

                	 
      	
                  90017

                
	
                  CA-62S

                	 
      	
                  625
      2ND STREET

                	 
      	
                  SAN
      FRANCISCO

                	 
      	
                  CA

                	 
      	
                  94107

                
	
                  CA-62W

                	 
      	
                  626
      WILSHIRE BLVD

                	 
      	
                  LOS
      ANGELES

                	 
      	
                  CA

                	 
      	
                  90017

                
	
                  CA-63C

                	 
      	
                  631
      COLORADO AVE

                	 
      	
                  SANTA
      MONICA

                	 
      	
                  CA

                	 
      	
                  90401

                
	
                  CA-64B

                	 
      	
                  640
      BRYANT STREET

                	 
      	
                  SAN
      FRANCISCO

                	 
      	
                  CA

                	 
      	
                  94107

                
	
                  CA-65T

                	 
      	
                  650
      TOWNSEND ST

                	 
      	
                  SAN
      FRANCISCO

                	 
      	
                  CA

                	 
      	
                  94103

                
	
                  CA-66T

                	 
      	
                  665
      3RD STREET

                	 
      	
                  SAN
      FRANCISCO

                	 
      	
                  CA

                	 
      	
                  94107

                
	
                  CA-67E

                	 
      	
                  67
      E. EVELYN AVE

                	 
      	
                  MOUNTAIN
      VIEW

                	 
      	
                  CA

                	 
      	
                  94041

                
	
                  CA-67M

                	 
      	
                  67
      MARTINEZ ST

                	 
      	
                  SAN
      FRANCISCO

                	 
      	
                  CA

                	 
      	
                  94129

                
	
                  CA-67R

                	 
      	
                  6721
      ROMAINE ST

                	 
      	
                  LOS
      ANGELES

                	 
      	
                  CA

                	 
      	
                  90038

                
	
                  CA-680

                	 
      	
                  6802
      WESTMINSTER BLVD

                	 
      	
                  WESTMINSTER

                	 
      	
                  CA

                	 
      	
                  92683

                
	
                  CA-68I

                	 
      	
                  6803
      INTERNATIONAL AVENUE

                	 
      	
                  CYPRESS

                	 
      	
                  CA

                	 
      	
                  90630

                
	
                  CA-6CD

                	 
      	
                  6080
      CENTER DR.

                	 
      	
                  LOS
      ANGELES

                	 
      	
                  CA

                	 
      	
                  90045

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  CA-6CP

                	 
      	
                  600
      CORPORATE POINT

                	 
      	
                  CULVER
      CITY

                	 
      	
                  CA

                	 
      	
                  90232

                
	
                  CA-6FA

                	 
      	
                  6344
      FOUNTAIN AVENUE

                	 
      	
                  LOS
      ANGELES

                	 
      	
                  CA

                	 
      	
                  90028

                
	
                  CA-6PV

                	 
      	
                  6200
      PLAYA VISTA DR.

                	 
      	
                  PLAYA
      VISTA

                	 
      	
                  CA

                	 
      	
                  90094

                
	
                  CA-6W7

                	 
      	
                  600
      WEST 7TH STREET

                	 
      	
                  LOS
      ANGELES

                	 
      	
                  CA

                	 
      	
                  90017

                
	
                  CA-6WB

                	 
      	
                  655
      WEST BROADWAY

                	 
      	
                  SAN
      DIEGO

                	 
      	
                  CA

                	 
      	
                  92101

                
	
                  CA-6WI

                	 
      	
                  11601
      WILSHIRE BOULEVARD

                	 
      	
                  LOS
      ANGELES

                	 
      	
                  CA

                	 
      	
                  90025

                
	
                  CA-71V

                	 
      	
                  7101
      VILLAGE DR.

                	 
      	
                  BUENA
      PARK

                	 
      	
                  CA

                	 
      	
                  90621

                
	
                  CA-72F

                	 
      	
                  725
      S FIGUEROA STREET

                	 
      	
                  LOS
      ANGELES

                	 
      	
                  CA

                	 
      	
                  90017

                
	
                  CA-73A

                	 
      	
                  730
      ARIZONA AVENUE

                	 
      	
                  SANTA
      MONICA

                	 
      	
                  CA

                	 
      	
                  90401

                
	
                  CA-75H

                	 
      	
                  75
      HAWTHORNE ST

                	 
      	
                  SAN
      FRANCISCO

                	 
      	
                  CA

                	 
      	
                  94105

                
	
                  CA-75W

                	 
      	
                  5750
      WILSHIRE BLVD

                	 
      	
                  LOS
      ANGELES

                	 
      	
                  CA

                	 
      	
                  90036

                
	
                  CA-7CA

                	 
      	
                  707
      CALIFORNIA STREET

                	 
      	
                  MOUNTAIN
      VIEW

                	 
      	
                  CA

                	 
      	
                  94041

                
	
                  CA-7LP

                	 
      	
                  1017
      N LAS PALMAS AVE

                	 
      	
                  LOS
      ANGELES

                	 
      	
                  CA

                	 
      	
                  90038

                
	
                  CA-7SC

                	 
      	
                  75
      E. SANTA CLARA

                	 
      	
                  SAN
      JOSE

                	 
      	
                  CA

                	 
      	
                  95113

                
	
                  CA-7VD

                	 
      	
                  7001
      VILLAGE DRIVE

                	 
      	
                  BUENA
      PARK

                	 
      	
                  CA

                	 
      	
                  90621

                
	
                  CA-80C

                	 
      	
                  800
      CALIFORNIA ST

                	 
      	
                  MOUNTAIN
      VIEW

                	 
      	
                  CA

                	 
      	
                  94041

                
	
                  CA-80L

                	 
      	
                  800
      W OLYMPIC BLVD

                	 
      	
                  LOS
      ANGELES

                	 
      	
                  CA

                	 
      	
                  90015

                
	
                  CA-818

                	 
      	
                  818
      WEST 7TH STREET

                	 
      	
                  LOS
      ANGELES

                	 
      	
                  CA

                	 
      	
                  90017

                
	
                  CA-83W

                	 
      	
                  8383
      WILSHIRE BLV

                	 
      	
                  BEVERLY
      HILLS

                	 
      	
                  CA

                	 
      	
                  90211

                
	
                  CA-88S

                	 
      	
                  8800
      WEST SUNSET BOULEVARD

                	 
      	
                  WEST
      HOLLYWOOD

                	 
      	
                  CA

                	 
      	
                  90069

                
	
                  CA-8EC

                	 
      	
                  800
      EAST COLORADO BOULEVARD

                	 
      	
                  PASADENA

                	 
      	
                  CA

                	 
      	
                  91101

                
	
                  CA-8GA

                	 
      	
                  8730
      GRACIE ALLEN DRIVE

                	 
      	
                  LOS
      ANGELES

                	 
      	
                  CA

                	 
      	
                  90048

                
	
                  CA-8MS

                	 
      	
                  835
      MARKET STREET

                	 
      	
                  SAN
      FRANCISCO

                	 
      	
                  CA

                	 
      	
                  94103

                
	
                  CA-8OL

                	 
      	
                  800
      W. OLYMPIC BOULEVARD

                	 
      	
                  LOS
      ANGELES

                	 
      	
                  CA

                	 
      	
                  90015

                
	
                  CA-8WB

                	 
      	
                  8949
      WILSHIRE BOULEVARD

                	 
      	
                  BEVERLY
      HILLS

                	 
      	
                  CA

                	 
      	
                  90211

                
	
                  CA-90A

                	 
      	
                  900
      NORTH ALAMEDA

                	 
      	
                  LOS
      ANGELES

                	 
      	
                  CA

                	 
      	
                  90012

                
	
                  CA-90W

                	 
      	
                  9050
      W WASHINGTON BLVD

                	 
      	
                  CULVER
      CITY

                	 
      	
                  CA

                	 
      	
                  90232

                
	
                  CA-92B

                	 
      	
                  9242
      BEVERLY DR

                	 
      	
                  BEVERLY
      HILLS

                	 
      	
                  CA

                	 
      	
                  90210

                
	
                  CA-93W

                	 
      	
                  9336
      WASHINGTON BOULEVARD

                	 
      	
                  CULVER
      CITY

                	 
      	
                  CA

                	 
      	
                  90232

                
	
                  CA-950

                	 
      	
                  950
      W. 190TH STREET

                	 
      	
                  TORRANCE

                	 
      	
                  CA

                	 
      	
                  90502

                
	
                  CA-95K

                	 
      	
                  950
      KIFER ROAD

                	 
      	
                  SUNNYVALE

                	 
      	
                  CA

                	 
      	
                  94086

                
	
                  CA-95M

                	 
      	
                  95
      S MARKET ST

                	 
      	
                  SAN
      JOSE

                	 
      	
                  CA

                	 
      	
                  95113

                
	
                  CA-9LC

                	 
      	
                  9800
      S. LA CIENEGA BOULEVARD

                	 
      	
                  INGLEWOOD

                	 
      	
                  CA

                	 
      	
                  90301

                
	
                  CA-9WB

                	 
      	
                  9665
      WILSHIRE BLVD

                	 
      	
                  BEVERLY
      HILLS

                	 
      	
                  CA

                	 
      	
                  90212

                
	
                  CA-BEA

                	 
      	
                  12655
      BEATRICE STREET

                	 
      	
                  LOS
      ANGELES

                	 
      	
                  CA

                	 
      	
                  90066

                
	
                  CA-BPK

                	 
      	
                  1800
      BRIDGE PARKWAY

                	 
      	
                  REDWOOD
      CITY

                	 
      	
                  CA

                	 
      	
                  94065

                
	
                  CA-DOU

                	 
      	
                  445
      NORTH DOUGLAS STREET

                	 
      	
                  EL
      SEGUNDO

                	 
      	
                  CA

                	 
      	
                  90245

                
	
                  CA-E3A

                	 
      	
                  60
      EAST THIRD AVENUE

                	 
      	
                  SAN
      MATEO

                	 
      	
                  CA

                	 
      	
                  94401

                
	
                  CA-ECS

                	 
      	
                  2101
      EAST CARSON STREET

                	 
      	
                  LONG
      BEACH

                	 
      	
                  CA

                	 
      	
                  90807

                
	
                  CA-EDS

                	 
      	
                  1925
      EAST DOMINGUEZ STREET

                	 
      	
                  LONG
      BEACH

                	 
      	
                  CA

                	 
      	
                  90810

                
	
                  CA-FAW

                	 
      	
                  9
      FIRST AMERICAN WAY

                	 
      	
                  SANTA
      ANA

                	 
      	
                  CA

                	 
      	
                  92707

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  CA-HAM

                	 
      	
                  2145
      HAMILTON

                	 
      	
                  SAN
      JOSE

                	 
      	
                  CA

                	 
      	
                  95125

                
	
                  CA-LEC

                	 
      	
                  1
      LETTERMAN DRIVE, BUILDING C

                	 
      	
                  SAN
      FRANCISCO

                	 
      	
                  CA

                	 
      	
                  94129

                
	
                  CA-LED

                	 
      	
                  1
      LETTERMAN DRIVE, BUILDING D

                	 
      	
                  SAN
      FRANCISCO

                	 
      	
                  CA

                	 
      	
                  94129

                
	
                  CA-LET

                	 
      	
                  LETTERMAN
      DRIVE, BUILDING A

                	 
      	
                  SAN
      FRANCISCO

                	 
      	
                  CA

                	 
      	
                  94129

                
	
                  CA-NCD

                	 
      	
                  232
      NORTH CANON DRIVE

                	 
      	
                  BEVERLY
      HILLS

                	 
      	
                  CA

                	 
      	
                  90210

                
	
                  CA-O02

                	 
      	
                  17836
      GILLETTE AVENUE

                	 
      	
                  IRVINE

                	 
      	
                  CA

                	 
      	
                  92614

                
	
                  CA-OCA

                	 
      	
                  1299
      OCEAN AVENUE

                	 
      	
                  SANTA
      MONICA

                	 
      	
                  CA

                	 
      	
                  90401

                
	
                  CA-OLY

                	 
      	
                  3000
      OLYMPIC BOULEVARD

                	 
      	
                  SANTA
      MONICA

                	 
      	
                  CA

                	 
      	
                  90404

                
	
                  CA-OPB

                	 
      	
                  2901
      OCEAN PARK BLVD

                	 
      	
                  SANTA
      MONICA

                	 
      	
                  CA

                	 
      	
                  90405

                
	
                  CA-P11

                	 
      	
                  630
      3RD STREET

                	 
      	
                  SAN
      FRANCISCO

                	 
      	
                  CA

                	 
      	
                  94107

                
	
                  CA-RED

                	 
      	
                  180
      REDWOOD ALLEY

                	 
      	
                  SAN
      FRANCISCO

                	 
      	
                  CA

                	 
      	
                  94102

                
	
                  CA-SAN

                	 
      	
                  1521
      SAN PABLO STREET

                	 
      	
                  LOS
      ANGELES

                	 
      	
                  CA

                	 
      	
                  90033

                
	
                  CA-SEC

                	 
      	
                  101
      SECOND STREET

                	 
      	
                  SAN
      FRANCISCO

                	 
      	
                  CA

                	 
      	
                  94105

                
	
                  CA-SFS

                	 
      	
                  1212
      SOUTH FLOWER STREET

                	 
      	
                  LOS
      ANGELES

                	 
      	
                  CA

                	 
      	
                  90015

                
	
                  CA-SLA

                	 
      	
                  202
      SOUTH LAKE AVENUE

                	 
      	
                  PASADENA

                	 
      	
                  CA

                	 
      	
                  91101

                
	
                  CA-SLC

                	 
      	
                  333
      SOUTH LA CIENEGA BOULEVARD

                	 
      	
                  BEVERLY
      HILLS

                	 
      	
                  CA

                	 
      	
                  90211

                
	
                  CA-SMD

                	 
      	
                  6200
      STONERIDGE MALL DRIVE

                	 
      	
                  PLEASANTON

                	 
      	
                  CA

                	 
      	
                  94588

                
	
                  CA-SPD

                	 
      	
                  1100
      SPACE PARK DRIVE

                	 
      	
                  SANTA
      CLARA

                	 
      	
                  CA

                	 
      	
                  95054

                
	
                  CA-UCP

                	 
      	
                  100
      UNIVERSAL CITY PLAZA BLVD

                	 
      	
                  UNIVERSAL
      CITY

                	 
      	
                  CA

                	 
      	
                  91608

                
	
                  CA-W47

                	 
      	
                  4700
      WILSHIRE BLVD.

                	 
      	
                  LOS
      ANGELES

                	 
      	
                  CA

                	 
      	
                  90010

                
	
                  CA-WAA

                	 
      	
                  2001
      WEST ALAMEDA AVENUE

                	 
      	
                  BURBANK

                	 
      	
                  CA

                	 
      	
                  91506

                
	
                  CA-X01

                	 
      	
                  10136
      HIRSHDALE ROAD

                	 
      	
                  TRUCKEE

                	 
      	
                  CA

                	 
      	
                  96161

                
	
                  CA-X05

                	 
      	
                  1550
      MALBOROUGH AVENUE SUITE 100

                	 
      	
                  RIVERSIDE

                	 
      	
                  CA

                	 
      	
                  92507

                
	
                  CA-X07

                	 
      	
                  1725
      AUBURN RAVINE ROAD

                	 
      	
                  ALBURN

                	 
      	
                  CA

                	 
      	
                  95603

                
	
                  CA-X18

                	 
      	
                  672
      SIDEWINDER ROAD

                	 
      	
                  WINTERHAVEN

                	 
      	
                  CA

                	 
      	
                  92283

                
	
                  CA-X22

                	 
      	
                  7835
      EAST NOFFSINGER ROAD

                	 
      	
                  NILAND

                	 
      	
                  CA

                	 
      	
                  92257

                
	
                  CA-X28

                	 
      	
                  46501
      WHEEL ROAD

                	 
      	
                  INDIO

                	 
      	
                  CA

                	 
      	
                  92201

                
	
                  CA-X38

                	 
      	
                  6372
      CREED ROAD

                	 
      	
                  SUISUN

                	 
      	
                  CA

                	 
      	
                  94585

                
	
                  CA-X39

                	 
      	
                  487
      CANAL ROAD

                	 
      	
                  BAYPOINT

                	 
      	
                  CA

                	 
      	
                  94565

                
	
                  CA-X47

                	 
      	
                  4187C
      COUNTY ROAD 97

                	 
      	
                  TULELAKE

                	 
      	
                  CA

                	 
      	
                  96134

                
	
                  CA-X48

                	 
      	
                  37576
      STATEHWY 229 E

                	 
      	
                  BURNEY

                	 
      	
                  CA

                	 
      	
                  96013

                
	
                  CA-X49

                	 
      	
                  22020
      PALO WAY

                	 
      	
                  PALO
      CEDRO

                	 
      	
                  CA

                	 
      	
                  96073

                
	
                  CA-X50

                	 
      	
                  702
      SOUTH 2ND AVENUE

                	 
      	
                  CORNING

                	 
      	
                  CA

                	 
      	
                  96021

                
	
                  CA-X51

                	 
      	
                  210
      10TH STREET

                	 
      	
                  COLUSA

                	 
      	
                  CA

                	 
      	
                  95932

                
	
                  CA-X52

                	 
      	
                  1075
      TRIANGLE COURT

                	 
      	
                  WEST
      SACRAMENTO

                	 
      	
                  CA

                	 
      	
                  95605

                
	
                  CA-X53

                	 
      	
                  106
      RAILROAD AVENUE

                	 
      	
                  SUISUN
      CITY

                	 
      	
                  CA

                	 
      	
                  94585

                
	
                  CA-X54

                	 
      	
                  SOUTH
      STREET & DEPOT STREET

                	 
      	
                  SAN
      MARTIN

                	 
      	
                  CA

                	 
      	
                  95046

                
	
                  CA-X55

                	 
      	
                  500
      FRONT STREET

                	 
      	
                  SOLEDAD

                	 
      	
                  CA

                	 
      	
                  93960

                
	
                  CA-X56

                	 
      	
                  61921
      CATTLEMEN ROAD

                	 
      	
                  SAN
      ARDO

                	 
      	
                  CA

                	 
      	
                  93450

                
	
                  CA-X57

                	 
      	
                  775
      CAPITOLIO WAY

                	 
      	
                  SAN
      LUIS OBISPO

                	 
      	
                  CA

                	 
      	
                  93401

                
	
                  CA-X58

                	 
      	
                  331
      NORTH A STREET

                	 
      	
                  LOMPOC

                	 
      	
                  CA

                	 
      	
                  93438

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  CA-X59

                	 
      	
                  122
      HELENA AVENUE

                	 
      	
                  SANTA
      BARBARA

                	 
      	
                  CA

                	 
      	
                  93101

                
	
                  CA-X61

                	 
      	
                  5245
      KAZUKO COURT

                	 
      	
                  MOORPARK

                	 
      	
                  CA

                	 
      	
                  93021

                
	
                  CA-X64

                	 
      	
                  8967
      GLENOAKS BOULEVARD

                	 
      	
                  SUN
      VALLEY

                	 
      	
                  CA

                	 
      	
                  91352

                
	
                  CA-Y09

                	 
      	
                  1201
      W 5TH STREET

                	 
      	
                  LOS
      ANGELES

                	 
      	
                  CA

                	 
      	
                  90017

                
	
                  CA-Y47

                	 
      	
                  444
      S FLOWER STREET

                	 
      	
                  LOS
      ANGELES

                	 
      	
                  CA

                	 
      	
                  90071

                
	
                  CA-Y81

                	 
      	
                  4151
      PROSPECT AVENUE

                	 
      	
                  LOS
      ANGELES

                	 
      	
                  CA

                	 
      	
                  90027

                
	
                  CA-Y87

                	 
      	
                  1440
      SEPULVEDA BOULEVARD

                	 
      	
                  LOS
      ANGELES

                	 
      	
                  CA

                	 
      	
                  90025

                
	
                  CO-18S

                	 
      	
                  999
      18TH STREET

                	 
      	
                  DENVER

                	 
      	
                  CO

                	 
      	
                  80202

                
	
                  CO-4IP

                	 
      	
                  4
      INDUSTRIAL PARK

                	 
      	
                  JOHNSTOWN

                	 
      	
                  CO

                	 
      	
                  80534

                
	
                  CO-639

                	 
      	
                  639
      EAST 18TH AVENUE

                	 
      	
                  DENVER

                	 
      	
                  CO

                	 
      	
                  80203

                
	
                  CO-63D

                	 
      	
                  6300
      DIAGONAL HWY.

                	 
      	
                  BOULDER

                	 
      	
                  CO

                	 
      	
                  80503

                
	
                  CO-87H

                	 
      	
                  8701
      HIGHWAY 85

                	 
      	
                  HENDERSON

                	 
      	
                  CO

                	 
      	
                  80640

                
	
                  CO-915

                	 
      	
                  910
      15TH ST

                	 
      	
                  DENVER

                	 
      	
                  CO

                	 
      	
                  80202

                
	
                  CO-X01

                	 
      	
                  1018
      HIGHWAY 71

                	 
      	
                  WOODROW

                	 
      	
                  CO

                	 
      	
                  80757

                
	
                  CO-X04

                	 
      	
                  32353
      CR40

                	 
      	
                  BETHUNE

                	 
      	
                  CO

                	 
      	
                  80805

                
	
                  CO-X07

                	 
      	
                  13485
      WELD COUNTY ROAD 108

                	 
      	
                  NUNN

                	 
      	
                  CO

                	 
      	
                  80648

                
	
                  CT-101

                	 
      	
                  1010
      WASHINGTON BLVD

                	 
      	
                  STAMFORD

                	 
      	
                  CT

                	 
      	
                  06901

                
	
                  CT-10R

                	 
      	
                  10
      RIVERBEND DRIVE

                	 
      	
                  STAMFORD

                	 
      	
                  CT

                	 
      	
                  06907

                
	
                  CT-120

                	 
      	
                  120
      HAMILTON AVENUE

                	 
      	
                  STAMFORD

                	 
      	
                  CT

                	 
      	
                  06902

                
	
                  CT-134

                	 
      	
                  134
      MAIN ST

                	 
      	
                  SOUTHBURY

                	 
      	
                  CT

                	 
      	
                  '06488

                
	
                  CT-13W

                	 
      	
                  1351
      WASHINGTON BLVD

                	 
      	
                  STAMFORD

                	 
      	
                  CT

                	 
      	
                  06902

                
	
                  CT-1SP

                	 
      	
                  1
      STATION PLAZA

                	 
      	
                  STAMFORD

                	 
      	
                  CT

                	 
      	
                  06902

                
	
                  CT-21H

                	 
      	
                  21
      HARBOR VIEW

                	 
      	
                  STAMFORD

                	 
      	
                  CT

                	 
      	
                  06902

                
	
                  CT-224

                	 
      	
                  220
      RONZO RD. BUILDING 4

                	 
      	
                  BRISTOL

                	 
      	
                  CT

                	 
      	
                  06010

                
	
                  CT-22A

                	 
      	
                  220
      RONZO RD. BUILDING A

                	 
      	
                  BRISTOL

                	 
      	
                  CT

                	 
      	
                  06010

                
	
                  CT-30A

                	 
      	
                  300
      ATLANTIC ST

                	 
      	
                  STAMFORD

                	 
      	
                  CT

                	 
      	
                  06901

                
	
                  CT-38M

                	 
      	
                  383
      MIDDLE STREET

                	 
      	
                  BRISTOL

                	 
      	
                  CT

                	 
      	
                  06010

                
	
                  CT-3SC

                	 
      	
                  3
      SHAWS COVE

                	 
      	
                  NEW
      LONDON

                	 
      	
                  CT

                	 
      	
                  06320

                
	
                  CT-3TC

                	 
      	
                  3
      THORNDALE CIRCLE

                	 
      	
                  DARIEN

                	 
      	
                  CT

                	 
      	
                  06820

                
	
                  CT-55C

                	 
      	
                  55
      CHURCH ST

                	 
      	
                  NEW
      HAVEN

                	 
      	
                  CT

                	 
      	
                  06518

                
	
                  CT-57G

                	 
      	
                  57
      GROVE STREET

                	 
      	
                  NEW
      HAVEN

                	 
      	
                  CT

                	 
      	
                  06511

                
	
                  CT-652

                	 
      	
                  652
      GLENBROOK ROAD

                	 
      	
                  STAMFORD

                	 
      	
                  CT

                	 
      	
                  06906

                
	
                  CT-677

                	 
      	
                  677
      WASHINGTON BLVD

                	 
      	
                  STAMFORD

                	 
      	
                  CT

                	 
      	
                  06901

                
	
                  CT-80M

                	 
      	
                  80
      MERRITT BLVD

                	 
      	
                  TRUMBULL

                	 
      	
                  CT

                	 
      	
                  06611

                
	
                  DC-10C

                	 
      	
                  1050
      CONNECTICUT AVE NW

                	 
      	
                  WASHINGTON

                	 
      	
                  DC

                	 
      	
                  20036

                
	
                  DC-122

                	 
      	
                  1225
      CONNECTICUT AVENUE NW

                	 
      	
                  WASHINGTON

                	 
      	
                  DC

                	 
      	
                  20036

                
	
                  DC-12K

                	 
      	
                  1275
      K STREET NW

                	 
      	
                  WASHINGTON

                	 
      	
                  DC

                	 
      	
                  20005

                
	
                  DC-12N

                	 
      	
                  1250
      NEW HAMPSHIRE AVENUE, NW

                	 
      	
                  WASHINGTON

                	 
      	
                  DC

                	 
      	
                  20036

                
	
                  DC-155

                	 
      	
                  1550
      M STREET NW

                	 
      	
                  WASHINGTON

                	 
      	
                  DC

                	 
      	
                  20005

                
	
                  DC-15K

                	 
      	
                  1501
      K STREET NW

                	 
      	
                  WASHINGTON

                	 
      	
                  DC

                	 
      	
                  20005

                
	
                  DC-17H

                	 
      	
                  1750
      H ST

                	 
      	
                  WASHINGTON

                	 
      	
                  DC

                	 
      	
                  20006

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  DC-18H

                	 
      	
                  1818
      H STREET NW

                	 
      	
                  WASHINGTON

                	 
      	
                  DC

                	 
      	
                  20006

                
	
                  DC-1IS

                	 
      	
                  1725
      I STREET, NW

                	 
      	
                  WASHINGTON

                	 
      	
                  DC

                	 
      	
                  20006

                
	
                  DC-20M

                	 
      	
                  2000
      M STREET NW

                	 
      	
                  WASHINGTON

                	 
      	
                  DC

                	 
      	
                  20036

                
	
                  DC-21M

                	 
      	
                  2100
      M STREET NW

                	 
      	
                  WASHINGTON

                	 
      	
                  DC

                	 
      	
                  20037

                
	
                  DC-21P

                	 
      	
                  2121
      PENNSYLVANIA AVE NW

                	 
      	
                  WASHINGTON

                	 
      	
                  DC

                	 
      	
                  20037

                
	
                  DC-25M

                	 
      	
                  2501
      M STREET NW

                	 
      	
                  WASHINGTON

                	 
      	
                  DC

                	 
      	
                  20037

                
	
                  DC-28L

                	 
      	
                  1828
      L STREET NW, SUITE 714

                	 
      	
                  WASHINGTON

                	 
      	
                  DC

                	 
      	
                  20036

                
	
                  DC-305

                	 
      	
                  3050
      K STREET NW

                	 
      	
                  WASHINGTON

                	 
      	
                  DC

                	 
      	
                  20007

                
	
                  DC-325

                	 
      	
                  325
      7TH STREET NW

                	 
      	
                  WASHINGTON

                	 
      	
                  DC

                	 
      	
                  20004

                
	
                  DC-401

                	 
      	
                  401
      9TH STREET NW

                	 
      	
                  WASHINGTON

                	 
      	
                  DC

                	 
      	
                  20004

                
	
                  DC-43C

                	 
      	
                  4301
      CONNECTICUT AVENUE NW

                	 
      	
                  WASHINGTON

                	 
      	
                  DC

                	 
      	
                  20008

                
	
                  DC-51W

                	 
      	
                  5151
      WISCONSIN AVE NW

                	 
      	
                  WASHINGTON

                	 
      	
                  DC

                	 
      	
                  20016

                
	
                  DC-52F

                	 
      	
                  529
      14TH ST NW

                	 
      	
                  WASHINGTON

                	 
      	
                  DC

                	 
      	
                  20045

                
	
                  DC-619

                	 
      	
                  600
      19TH STREET NW

                	 
      	
                  WASHINGTON

                	 
      	
                  DC

                	 
      	
                  20006

                
	
                  DC-65M

                	 
      	
                  650
      MASSACHUSETTS AVENUE NW

                	 
      	
                  WASHINGTON

                	 
      	
                  DC

                	 
      	
                  20001

                
	
                  DC-700

                	 
      	
                  700
      19TH STREET NW

                	 
      	
                  WASHINGTON

                	 
      	
                  DC

                	 
      	
                  20016

                
	
                  DC-701

                	 
      	
                  701
      18TH STREET NW

                	 
      	
                  WASHINGTON

                	 
      	
                  DC

                	 
      	
                  20006

                
	
                  DC-70T

                	 
      	
                  700
      12TH STREET NW

                	 
      	
                  WASHINGTON

                	 
      	
                  DC

                	 
      	
                  20005

                
	
                  DC-734

                	 
      	
                  15TH
      STREET NW

                	 
      	
                  WASHINGTON

                	 
      	
                  DC

                	 
      	
                  20005

                
	
                  DC-93P

                	 
      	
                  935
      PENNSYLVANIA AVE NW

                	 
      	
                  WASHINGTON

                	 
      	
                  DC

                	 
      	
                  20535

                
	
                  DC-99L

                	 
      	
                  1899
      L ST. NW

                	 
      	
                  WASHINGTON

                	 
      	
                  DC

                	 
      	
                  20036

                
	
                  DC-9PA

                	 
      	
                  1900
      PENSYLVANIA AVE

                	 
      	
                  WASHINGTON

                	 
      	
                  DC

                	 
      	
                  20016

                
	
                  DC-H01

                	 
      	
                  CSX
      - S CAPITOL ST & I-395

                	 
      	
                  WASHINGTON

                	 
      	
                  DC

                	 
      	
                  20003

                
	
                  DE-10B

                	 
      	
                  100
      BELLEVUE PARKWAY

                	 
      	
                  WILMINGTON

                	 
      	
                  DE

                	 
      	
                  20016

                
	
                  DE-10W

                	 
      	
                  100
      WHITE CLAY

                	 
      	
                  NEWARK

                	 
      	
                  DE

                	 
      	
                  19711

                
	
                  DE-12M

                	 
      	
                  1201
      N MARKET

                	 
      	
                  WILMINGTON

                	 
      	
                  DE

                	 
      	
                  19801

                
	
                  DE-222

                	 
      	
                  222
      DELAWARE AVENUE, BASEMENT

                	 
      	
                  WILMINGTON

                	 
      	
                  DE

                	 
      	
                  19801

                
	
                  DE-350

                	 
      	
                  350
      PENCADER DRIVE

                	 
      	
                  NEWARK

                	 
      	
                  DE

                	 
      	
                  19701

                
	
                  DE-50D

                	 
      	
                  500
      DELAWARE AVENUE

                	 
      	
                  WILMINGTON

                	 
      	
                  DE

                	 
      	
                  19801

                
	
                  DE-50S

                	 
      	
                  500
      STANTON CHRISTIANA

                	 
      	
                  NEWARK

                	 
      	
                  DE

                	 
      	
                  19713

                
	
                  DE-70W

                	 
      	
                  700
      WHITE CLAY

                	 
      	
                  NEWARK

                	 
      	
                  DE

                	 
      	
                  19711

                
	
                  DE-H01

                	 
      	
                  CSX
      - MP-24+5341

                	 
      	
                  WILMINGTON

                	 
      	
                  DE

                	 
      	
                  19805

                
	
                  FL-15N

                	 
      	
                  150
      NW 2ND STREET

                	 
      	
                  FT
      LAUDERDALE

                	 
      	
                  FL

                	 
      	
                  33301

                
	
                  FL-1RS

                	 
      	
                  105
      EAST ROBINSON

                	 
      	
                  ORLANDO

                	 
      	
                  FL

                	 
      	
                  32801

                
	
                  FL-1SS

                	 
      	
                  100
      SE 2ND STREET

                	 
      	
                  MIAMI

                	 
      	
                  FL

                	 
      	
                  33131

                
	
                  FL-204

                	 
      	
                  204
      STATE ROAD 206 WEST

                	 
      	
                  ST.
      AUGUSTINE

                	 
      	
                  FL

                	 
      	
                  32086

                
	
                  FL-20P

                	 
      	
                  2000
      PARRISH RD

                	 
      	
                  TITUSVILLE

                	 
      	
                  FL

                	 
      	
                  32780

                
	
                  FL-29M

                	 
      	
                  2909
      MAIN ST

                	 
      	
                  MELBOURNE

                	 
      	
                  FL

                	 
      	
                  32901

                
	
                  FL-35F

                	 
      	
                  353
      FLORIDA AVE

                	 
      	
                  FT
      PIERCE

                	 
      	
                  FL

                	 
      	
                  34950

                
	
                  FL-42W

                	 
      	
                  421
      WEST CHURCH ST

                	 
      	
                  JACKSONVILLE

                	 
      	
                  FL

                	 
      	
                  32202

                
	
                  FL-50N

                	 
      	
                  50
      NE 9TH STREET

                	 
      	
                  MIAMI

                	 
      	
                  FL

                	 
      	
                  33132

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  FL-50W

                	 
      	
                  502
      WEST INTL SPEEDWAY BLVD

                	 
      	
                  DAYTONA

                	 
      	
                  FL

                	 
      	
                  32114

                
	
                  FL-60H

                	 
      	
                  601
      HAMPTON ROAD WEST

                	 
      	
                  WEST
      PALM BEACH

                	 
      	
                  FL

                	 
      	
                  33405

                
	
                  GA-16H

                	 
      	
                  167
      GEORGIA HWY 16

                	 
      	
                  MONTICELLO

                	 
      	
                  GA

                	 
      	
                  31064

                
	
                  GA-17H

                	 
      	
                  1777
      HARDEE AVE SW

                	 
      	
                  ATLANTA

                	 
      	
                  GA

                	 
      	
                  30330

                
	
                  GA-1HB

                	 
      	
                  11605
      HAYNES BRIDGE BLVD

                	 
      	
                  ALPHARETTA

                	 
      	
                  GA

                	 
      	
                  30009

                
	
                  GA-2WR

                	 
      	
                  2300
      WINDY RIDGE PKWY

                	 
      	
                  ATLANTA

                	 
      	
                  GA

                	 
      	
                  30067

                
	
                  GA-34P

                	 
      	
                  34
      PEACHTREE ST

                	 
      	
                  ATLANTA

                	 
      	
                  GA

                	 
      	
                  30303

                
	
                  GA-42Y

                	 
      	
                  424
      YELLOW JACKET RD

                	 
      	
                  BAXLEY

                	 
      	
                  GA

                	 
      	
                  31513

                
	
                  GA-50B

                	 
      	
                  5036
      B.U. BOWMAN DRIVE

                	 
      	
                  BUFORD

                	 
      	
                  GA

                	 
      	
                  30518

                
	
                  GA-56M

                	 
      	
                  56
      MARIETTA ST NW

                	 
      	
                  ATLANTA

                	 
      	
                  GA

                	 
      	
                  30303

                
	
                  GA-5PA

                	 
      	
                  55
      PARK PL

                	 
      	
                  ATLANTA

                	 
      	
                  GA

                	 
      	
                  30303

                
	
                  GA-79H

                	 
      	
                  7949
      GEORGIA HIGHWAY 57

                	 
      	
                  MCINTYRE

                	 
      	
                  GA

                	 
      	
                  31054

                
	
                  GA-R1B

                	 
      	
                  ROUTE
      1 BOX 12

                	 
      	
                  TARRYTOWN

                	 
      	
                  GA

                	 
      	
                  30470

                
	
                  GA-R3B

                	 
      	
                  ROUTE
      3 BOX 1472A

                	 
      	
                  FOLKSTON

                	 
      	
                  GA

                	 
      	
                  31537

                
	
                  GA-X03

                	 
      	
                  4260
      LIBERTY MILL ROAD

                	 
      	
                  HARTWELL

                	 
      	
                  GA

                	 
      	
                  30643

                
	
                  GA-X07

                	 
      	
                  65
      MAYO ROYAL ROAD

                	 
      	
                  NEWNAN

                	 
      	
                  GA

                	 
      	
                  30263

                
	
                  GA-X08

                	 
      	
                  790
      MCART ROAD

                	 
      	
                  LAWRENCEVILLE

                	 
      	
                  GA

                	 
      	
                  30245

                
	
                  GA-X10

                	 
      	
                  920
      SMITH ROAD

                	 
      	
                  ATHENS

                	 
      	
                  GA

                	 
      	
                  30646

                
	
                  IA-X01

                	 
      	
                  12951
      610TH AVENUE

                	 
      	
                  ROLAND

                	 
      	
                  IA

                	 
      	
                  50236

                
	
                  IA-X02

                	 
      	
                  1825
      FINCH AVENUE

                	 
      	
                  LATIMER

                	 
      	
                  IA

                	 
      	
                  50452

                
	
                  IA-X03

                	 
      	
                  2241-B
      US HIGHWAY 69

                	 
      	
                  OSCEOLA

                	 
      	
                  IA

                	 
      	
                  50213

                
	
                  IA-X04

                	 
      	
                  4500
      CARLISLE ROAD

                	 
      	
                  DES
      MOINES

                	 
      	
                  IA

                	 
      	
                  50309

                
	
                  IA-X05

                	 
      	
                  WORTH
      COUNTY

                	 
      	
                  HANLON
      TOWN

                	 
      	
                  IA

                	 
      	
                  50444

                
	
                  IL-10S

                	 
      	
                  10
      S RIVERSIDE PLAZA

                	 
      	
                  CHICAGO

                	 
      	
                  IL

                	 
      	
                  60606

                
	
                  IL-11C

                	 
      	
                  111
      N CANAL ST

                	 
      	
                  CHICAGO

                	 
      	
                  IL

                	 
      	
                  60606

                
	
                  IL-11G

                	 
      	
                  11202
      GETTY ROAD

                	 
      	
                  MARENGO

                	 
      	
                  IL

                	 
      	
                  60152

                
	
                  IL-11S

                	 
      	
                  111
      S WACKER DR

                	 
      	
                  CHICAGO

                	 
      	
                  IL

                	 
      	
                  60606

                
	
                  IL-125

                	 
      	
                  125
      S. WACKER

                	 
      	
                  CHICAGO

                	 
      	
                  IL

                	 
      	
                  60606

                
	
                  IL-13R

                	 
      	
                  130
      E RANDOLPH ST

                	 
      	
                  CHICAGO

                	 
      	
                  IL

                	 
      	
                  60601

                
	
                  IL-13S

                	 
      	
                  131
      SOUTH DEARBORN STREET

                	 
      	
                  CHICAGO

                	 
      	
                  IL

                	 
      	
                  60603

                
	
                  IL-14S

                	 
      	
                  1428
      SHERMAN ROAD

                	 
      	
                  ROMEOVILLE

                	 
      	
                  IL

                	 
      	
                  60446

                
	
                  IL-175

                	 
      	
                  175
      W JACKSON BLVD

                	 
      	
                  CHICAGO

                	 
      	
                  IL

                	 
      	
                  60604

                
	
                  IL-17S

                	 
      	
                  1700
      SPENCER ROAD

                	 
      	
                  JOLIET

                	 
      	
                  IL

                	 
      	
                  60453

                
	
                  IL-19M

                	 
      	
                  1952
      MCDOWELL RD

                	 
      	
                  NAPERVILLE

                	 
      	
                  IL

                	 
      	
                  60563

                
	
                  IL-1LU

                	 
      	
                  1905
      LUNT AVE

                	 
      	
                  ELK
      GROVE

                	 
      	
                  IL

                	 
      	
                  60007

                
	
                  IL-1NW

                	 
      	
                  101
      NORTH WACKER DRIVE

                	 
      	
                  CHICAGO

                	 
      	
                  IL

                	 
      	
                  60606

                
	
                  IL-1SP

                	 
      	
                  1850
      SPRINGER DRIVE

                	 
      	
                  LOMBARD

                	 
      	
                  IL

                	 
      	
                  60148

                
	
                  IL-1SW

                	 
      	
                  1808
      SWIFT DR

                	 
      	
                  OAK
      BROOK

                	 
      	
                  IL

                	 
      	
                  60523

                
	
                  IL-1WA

                	 
      	
                  100
      S WACKER

                	 
      	
                  CHICAGO

                	 
      	
                  IL

                	 
      	
                  60606

                
	
                  IL-1WJ

                	 
      	
                  141
      W JACKSON

                	 
      	
                  CHICAGO

                	 
      	
                  IL

                	 
      	
                  60604

                
	
                  IL-20T

                	 
      	
                  20
      W ONTARIO

                	 
      	
                  CHICAGO

                	 
      	
                  IL

                	 
      	
                  60610

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  IL-21C

                	 
      	
                  2167
      CORPORATE LANE

                	 
      	
                  NAPERVILLE

                	 
      	
                  IL

                	 
      	
                  60563

                
	
                  IL-21J

                	 
      	
                  216
      WEST JACKSON BLVD

                	 
      	
                  CHICAGO

                	 
      	
                  IL

                	 
      	
                  60606

                
	
                  IL-222

                	 
      	
                  222
      WEST ADAMS STREET

                	 
      	
                  CHICAGO

                	 
      	
                  IL

                	 
      	
                  60606

                
	
                  IL-225

                	 
      	
                  225
      WEST WASHINGTON STREET

                	 
      	
                  CHICAGO

                	 
      	
                  IL

                	 
      	
                  60606

                
	
                  IL-22B

                	 
      	
                  2200
      BUSSE ROAD

                	 
      	
                  ELK
      GROVE VILLAGE

                	 
      	
                  IL

                	 
      	
                  60007

                
	
                  IL-22J

                	 
      	
                  223
      WEST JACKSON BLVD

                	 
      	
                  CHICAGO

                	 
      	
                  IL

                	 
      	
                  60606

                
	
                  IL-23C

                	 
      	
                  2368
      CORPORATE LANE

                	 
      	
                  NAPERVILLE

                	 
      	
                  IL

                	 
      	
                  60563

                
	
                  IL-24B

                	 
      	
                  2425
      BUSSE RD

                	 
      	
                  ELK
      GROVE VILLAGE

                	 
      	
                  IL

                	 
      	
                  60007

                
	
                  IL-25W

                	 
      	
                  2501
      WEST BRADLEY PLACE

                	 
      	
                  CHICAGO

                	 
      	
                  IL

                	 
      	
                  60618

                
	
                  IL-27S

                	 
      	
                  2700
      SANDERS RD

                	 
      	
                  NORTH
      BROOK

                	 
      	
                  IL

                	 
      	
                  60070

                
	
                  IL-28W

                	 
      	
                  2875
      W 19TH STREET

                	 
      	
                  CHICAGO

                	 
      	
                  IL

                	 
      	
                  60623

                
	
                  IL-29D

                	 
      	
                  2905
      DIEHL RD

                	 
      	
                  AURORA

                	 
      	
                  IL

                	 
      	
                  60502

                
	
                  IL-2NL

                	 
      	
                  221
      NORTH LASALLE STREET

                	 
      	
                  CHICAGO

                	 
      	
                  IL

                	 
      	
                  60601

                
	
                  IL-2PA

                	 
      	
                  2401
      PALMER DRIVE

                	 
      	
                  SCHAUMBURG

                	 
      	
                  IL

                	 
      	
                  60173

                
	
                  IL-2SW

                	 
      	
                  20
      SOUTH WACKER DRIVE

                	 
      	
                  CHICAGO

                	 
      	
                  IL

                	 
      	
                  60606

                
	
                  IL-31L

                	 
      	
                  331
      NORTH LASALLE STREET

                	 
      	
                  CHICAGO

                	 
      	
                  IL

                	 
      	
                  60610

                
	
                  IL-33L

                	 
      	
                  335
      SOUTH LASALLE STREET

                	 
      	
                  CHICAGO

                	 
      	
                  IL

                	 
      	
                  60604

                
	
                  IL-33M

                	 
      	
                  33
      W MONROE ST

                	 
      	
                  CHICAGO

                	 
      	
                  IL

                	 
      	
                  60603

                
	
                  IL-33W

                	 
      	
                  333
      W WACKER DRIVE

                	 
      	
                  CHICAGO

                	 
      	
                  IL

                	 
      	
                  60606

                
	
                  IL-35C

                	 
      	
                  350
      E CERMAK RD

                	 
      	
                  CHICAGO

                	 
      	
                  IL

                	 
      	
                  60616

                
	
                  IL-36E

                	 
      	
                  360
      EAST 22ND STREET

                	 
      	
                  LOMBARD

                	 
      	
                  IL

                	 
      	
                  60148

                
	
                  IL-3EW

                	 
      	
                  35
      EAST WACKER DRIVE

                	 
      	
                  CHICAGO

                	 
      	
                  IL

                	 
      	
                  60601

                
	
                  IL-3FL

                	 
      	
                  300
      NORTH FISH LAKE ROAD

                	 
      	
                  VOLO

                	 
      	
                  IL

                	 
      	
                  60073

                
	
                  IL-3HD

                	 
      	
                  341
      HAYNES DRIVE

                	 
      	
                  WOOD
      DALE

                	 
      	
                  IL

                	 
      	
                  60191

                
	
                  IL-3SW

                	 
      	
                  311
      S WACKER DR

                	 
      	
                  CHICAGO

                	 
      	
                  IL

                	 
      	
                  60606

                
	
                  IL-3WA

                	 
      	
                  30
      S WACKER

                	 
      	
                  CHICAGO

                	 
      	
                  IL

                	 
      	
                  60606

                
	
                  IL-40S

                	 
      	
                  400
      SOUTH LASALLE STREET

                	 
      	
                  CHICAGO

                	 
      	
                  IL

                	 
      	
                  60605

                
	
                  IL-42L

                	 
      	
                  427
      SOUTH LASALLE STREET

                	 
      	
                  CHICAGO

                	 
      	
                  IL

                	 
      	
                  60605

                
	
                  IL-43W

                	 
      	
                  4320
      WINFIELD ROAD

                	 
      	
                  WARRENVILLE

                	 
      	
                  IL

                	 
      	
                  60555

                
	
                  IL-4CW

                	 
      	
                  475
      CORPORATE WOODS PKWY

                	 
      	
                  VERNON
      HILLS

                	 
      	
                  IL

                	 
      	
                  60061

                
	
                  IL-4MA

                	 
      	
                  435
      N MICHIGAN AVE

                	 
      	
                  CHICAGO

                	 
      	
                  IL

                	 
      	
                  60611

                
	
                  IL-4SL

                	 
      	
                  440
      SOUTH LASALLE STREET

                	 
      	
                  CHICAGO

                	 
      	
                  IL

                	 
      	
                  60605

                
	
                  IL-50W

                	 
      	
                  550
      W WASHINGTON BLVD

                	 
      	
                  CHICAGO

                	 
      	
                  IL

                	 
      	
                  60661

                
	
                  IL-52R

                	 
      	
                  5201
      ROSE ST

                	 
      	
                  CHICAGO

                	 
      	
                  IL

                	 
      	
                  60656

                
	
                  IL-5EM

                	 
      	
                  55
      E MONROE ST

                	 
      	
                  CHICAGO

                	 
      	
                  IL

                	 
      	
                  60603

                
	
                  IL-5FA

                	 
      	
                  584
      WEST 5TH AVENUE

                	 
      	
                  NAPERVILLE

                	 
      	
                  IL

                	 
      	
                  60563

                
	
                  IL-600

                	 
      	
                  600
      SOUTH FEDERAL STREET

                	 
      	
                  CHICAGO

                	 
      	
                  IL

                	 
      	
                  60605

                
	
                  IL-60P

                	 
      	
                  601
      W POLK STREET

                	 
      	
                  CHICAGO

                	 
      	
                  IL

                	 
      	
                  60607

                
	
                  IL-62J

                	 
      	
                  626
      W JACKSON BLVD

                	 
      	
                  CHICAGO

                	 
      	
                  IL

                	 
      	
                  60661

                
	
                  IL-700

                	 
      	
                  700
      S FEDERAL ST, 1ST, STE 142

                	 
      	
                  CHICAGO

                	 
      	
                  IL

                	 
      	
                  60605

                
	
                  IL-711

                	 
      	
                  711
      N. EDGEWOOD AVE.

                	 
      	
                  WOOD
      DALE

                	 
      	
                  IL

                	 
      	
                  60191

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  IL-77C

                	 
      	
                  777
      WEST CHICAGO AVE

                	 
      	
                  CHICAGO

                	 
      	
                  IL

                	 
      	
                  60654

                
	
                  IL-7SW

                	 
      	
                  71
      S WACKER DRIVE

                	 
      	
                  CHICAGO

                	 
      	
                  IL

                	 
      	
                  60606

                
	
                  IL-80J

                	 
      	
                  800
      JORIE BLVD

                	 
      	
                  OAK
      BROOK

                	 
      	
                  IL

                	 
      	
                  60523

                
	
                  IL-810

                	 
      	
                  810
      JORIE BLVD

                	 
      	
                  OAK
      BROOK

                	 
      	
                  IL

                	 
      	
                  60523

                
	
                  IL-840

                	 
      	
                  840
      S CANAL ST

                	 
      	
                  CHICAGO

                	 
      	
                  IL

                	 
      	
                  60607

                
	
                  IL-8SD

                	 
      	
                  820
      OAK CREEK DR

                	 
      	
                  LOMBARD

                	 
      	
                  IL

                	 
      	
                  60148

                
	
                  IL-91T

                	 
      	
                  915
      TECHNOLOGY PKWY

                	 
      	
                  ROCHELLE

                	 
      	
                  IL

                	 
      	
                  61068

                
	
                  IL-A02

                	 
      	
                  10
      MARTINGALE ROAD

                	 
      	
                  SCHAUMBURG

                	 
      	
                  IL

                	 
      	
                  60173

                
	
                  IL-A23

                	 
      	
                  600
      N RTE 45

                	 
      	
                  LIBERTYVILLE

                	 
      	
                  IL

                	 
      	
                  60016

                
	
                  IL-EWR

                	 
      	
                  1000
      E WOODFIELD RD

                	 
      	
                  SCHAUMBURG

                	 
      	
                  IL

                	 
      	
                  60173

                
	
                  IL-SWA

                	 
      	
                  10
      SOUTH WACKER DRIVE

                	 
      	
                  CHICAGO

                	 
      	
                  IL

                	 
      	
                  60606

                
	
                  IL-SWH

                	 
      	
                  17601
      SOUTHWEST HIGHWAY

                	 
      	
                  ORLAND
      PARK

                	 
      	
                  IL

                	 
      	
                  60467

                
	
                  IL-X01

                	 
      	
                  200
      E. 166TH ST

                	 
      	
                  SOUTH
      HOLLAND

                	 
      	
                  IL

                	 
      	
                  60473

                
	
                  IL-X04

                	 
      	
                  43185
      NORTH HIGHWAY 41

                	 
      	
                  ZION

                	 
      	
                  IL

                	 
      	
                  60099

                
	
                  IN-X01

                	 
      	
                  310
      N.COUNTY RD 450 E.

                	 
      	
                  VALPARAISO

                	 
      	
                  IN

                	 
      	
                  46383

                
	
                  KS-X02

                	 
      	
                  1150
      EAST BARTON CR

                	 
      	
                  ELLINWOOD

                	 
      	
                  KS

                	 
      	
                  67526

                
	
                  KS-X03

                	 
      	
                  13084
      246TH STREET

                	 
      	
                  LAWRENCE

                	 
      	
                  KS

                	 
      	
                  66044

                
	
                  KS-X04

                	 
      	
                  1836
      CR330

                	 
      	
                  MILLER

                	 
      	
                  KS

                	 
      	
                  66868

                
	
                  KS-X05

                	 
      	
                  2317
      DAYDREAM ROAD

                	 
      	
                  MONUMENT

                	 
      	
                  KS

                	 
      	
                  67747

                
	
                  KS-X09

                	 
      	
                  937
      FALCON ROAD

                	 
      	
                  NEWTON

                	 
      	
                  KS

                	 
      	
                  67114

                
	
                  KS-X10

                	 
      	
                  RR
      1

                	 
      	
                  ELLIS

                	 
      	
                  KS

                	 
      	
                  67637

                
	
                  KS-X14

                	 
      	
                  SW
      75 TO 2700 ROAD

                	 
      	
                  TYRO

                	 
      	
                  KS

                	 
      	
                  67364

                
	
                  KS-X15

                	 
      	
                  18535
      FORD ROAD

                	 
      	
                  CHANUTE

                	 
      	
                  KS

                	 
      	
                  66720

                
	
                  KS-X17

                	 
      	
                  25000
      SOMERSET ROAD

                	 
      	
                  SPRING
      HILL

                	 
      	
                  KS

                	 
      	
                  66083

                
	
                  LA-X01

                	 
      	
                  2988
      HIGHWAY 964

                	 
      	
                  JACKSON

                	 
      	
                  LA

                	 
      	
                  70748

                
	
                  LA-X02

                	 
      	
                  17329
      HIGHWAY 171 NORTH

                	 
      	
                  RAGLEY

                	 
      	
                  LA

                	 
      	
                  70657

                
	
                  LA-X03

                	 
      	
                  1919
      HUNTER ROAD

                	 
      	
                  BASILLE

                	 
      	
                  LA

                	 
      	
                  70515

                
	
                  LA-X04

                	 
      	
                  2343
      HIGHWAY 359

                	 
      	
                  WASHINGTON

                	 
      	
                  LA

                	 
      	
                  70589

                
	
                  LA-X07

                	 
      	
                  HIGHWAY
      43 NORTH

                	 
      	
                  GREENSBURG

                	 
      	
                  LA

                	 
      	
                  70441

                
	
                  MA-101

                	 
      	
                  1010
      COMMONWEALTH AVENUE

                	 
      	
                  BOSTON

                	 
      	
                  MA

                	 
      	
                  '02215

                
	
                  MA-115

                	 
      	
                  115
      BROAD STREET

                	 
      	
                  BOSTON

                	 
      	
                  MA

                	 
      	
                  '02110

                
	
                  MA-12F

                	 
      	
                  128
      1ST AVENUE

                	 
      	
                  NEEDHAM

                	 
      	
                  MA

                	 
      	
                  02494

                
	
                  MA-175

                	 
      	
                  175
      GREAT ROAD

                	 
      	
                  BEDFORD

                	 
      	
                  MA

                	 
      	
                  '01730

                
	
                  MA-17L

                	 
      	
                  179
      LINCOLN STREET

                	 
      	
                  BOSTON

                	 
      	
                  MA

                	 
      	
                  02111

                
	
                  MA-230

                	 
      	
                  230
      CONGRESS ST

                	 
      	
                  BOSTON

                	 
      	
                  MA

                	 
      	
                  02110

                
	
                  MA-28S

                	 
      	
                  28
      STATE ST

                	 
      	
                  BOSTON

                	 
      	
                  MA

                	 
      	
                  '02109

                
	
                  MA-300

                	 
      	
                  300
      BENT ST

                	 
      	
                  CAMBRIDGE

                	 
      	
                  MA

                	 
      	
                  02141

                
	
                  MA-400

                	 
      	
                  400
      MINUTEMAN ROAD

                	 
      	
                  ANDOVER

                	 
      	
                  MA

                	 
      	
                  01810

                
	
                  MA-58W

                	 
      	
                  580
      WINTER STREET

                	 
      	
                  WALTHAM

                	 
      	
                  MA

                	 
      	
                  02451

                
	
                  MA-601

                	 
      	
                  601
      CONGRESS STREET

                	 
      	
                  BOSTON

                	 
      	
                  MA

                	 
      	
                  02210

                
	
                  MA-70I

                	 
      	
                  70
      INNERBELT RD

                	 
      	
                  SOMERVILLE

                	 
      	
                  MA

                	 
      	
                  02143

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  MA-70J

                	 
      	
                  70
      JAMES STREET

                	 
      	
                  WORCESTER

                	 
      	
                  MA

                	 
      	
                  01603

                
	
                  MA-70W

                	 
      	
                  701
      WAVERLY ST

                	 
      	
                  FRAMINGHAM

                	 
      	
                  MA

                	 
      	
                  01702

                
	
                  MA-7NE

                	 
      	
                  7
      NEW ENGLAND EXECUTIVE PARK

                	 
      	
                  BURLINGTON

                	 
      	
                  MA

                	 
      	
                  01803

                
	
                  MA-99H

                	 
      	
                  99
      HIGH STREET

                	 
      	
                  BOSTON

                	 
      	
                  MA

                	 
      	
                  02110

                
	
                  MA-FED

                	 
      	
                  75
      FEDERAL STREET

                	 
      	
                  BOSTON

                	 
      	
                  MA

                	 
      	
                  '02110

                
	
                  MA-N02

                	 
      	
                  55
      MIDDLESEX TURNPIKE

                	 
      	
                  BEDFORD

                	 
      	
                  MA

                	 
      	
                  '01730

                
	
                  MA-N10

                	 
      	
                  265
      WINTER STREET

                	 
      	
                  WALTHAM

                	 
      	
                  MA

                	 
      	
                  02451

                
	
                  MA-N24

                	 
      	
                  200
      BERKELY STREET

                	 
      	
                  BOSTON

                	 
      	
                  MA

                	 
      	
                  02116

                
	
                  MA-N28

                	 
      	
                  60
      STATE STREET

                	 
      	
                  BOSTON

                	 
      	
                  MA

                	 
      	
                  '02109

                
	
                  MA-PRU

                	 
      	
                  800
      BOYLSTON ST

                	 
      	
                  BOSTON

                	 
      	
                  MA

                	 
      	
                  02199

                
	
                  MA-SUM

                	 
      	
                  1
      SUMMER ST

                	 
      	
                  BOSTON

                	 
      	
                  MA

                	 
      	
                  02110

                
	
                  MA-Y92

                	 
      	
                  250
      LOCKE DRIVE

                	 
      	
                  MARLBORO

                	 
      	
                  MA

                	 
      	
                  '01752

                
	
                  MD-10H

                	 
      	
                  1060
      HARDEES DR

                	 
      	
                  ABERDEEN

                	 
      	
                  MD

                	 
      	
                  21001-2637

                
	
                  MD-10L

                	 
      	
                  100
      LIGHT STREET

                	 
      	
                  BALTIMORE

                	 
      	
                  MD

                	 
      	
                  21202

                
	
                  MD-111

                	 
      	
                  111
      MARKET PL, 7TH FL

                	 
      	
                  BALTIMORE

                	 
      	
                  MD

                	 
      	
                  21202

                
	
                  MD-14R

                	 
      	
                  1401
      RUSSEL STREET

                	 
      	
                  BALTIMORE

                	 
      	
                  MD

                	 
      	
                  21230

                
	
                  MD-1WO

                	 
      	
                  184
      WEST OSTEND STREET

                	 
      	
                  BALTIMORE

                	 
      	
                  MD

                	 
      	
                  21230

                
	
                  MD-201

                	 
      	
                  201
      NORTH CHARLES ST

                	 
      	
                  BALTIMORE

                	 
      	
                  MD

                	 
      	
                  21201

                
	
                  MD-2BE

                	 
      	
                  2
      BETHESDA METRO CENTER

                	 
      	
                  BETHESDA

                	 
      	
                  MD

                	 
      	
                  20814

                
	
                  MD-2SP

                	 
      	
                  200
      ST.PAUL PLACE

                	 
      	
                  BALTIMORE

                	 
      	
                  MD

                	 
      	
                  21202

                
	
                  MD-300

                	 
      	
                  300
      WEST LEXINGTON STREET

                	 
      	
                  BALTIMORE

                	 
      	
                  MD

                	 
      	
                  21201

                
	
                  MD-4JB

                	 
      	
                  4000
      JONES BRIDGE ROAD

                	 
      	
                  CHEVY
      CHASE

                	 
      	
                  MD

                	 
      	
                  20815

                
	
                  MD-64V

                	 
      	
                  6435
      VIRGINIA MANOR ROAD

                	 
      	
                  BELTSVILLE

                	 
      	
                  MD

                	 
      	
                  20705

                
	
                  MD-72W

                	 
      	
                  7200
      WISCONSIN AVE

                	 
      	
                  BETHESDA

                	 
      	
                  MD

                	 
      	
                  20814

                
	
                  MD-750

                	 
      	
                  7500
      OLD GEORGETOWN ROAD ST750

                	 
      	
                  BETHESDA

                	 
      	
                  MD

                	 
      	
                  20814

                
	
                  MD-75W

                	 
      	
                  7501
      WINSCONSIN AVENUE

                	 
      	
                  BETHESDA

                	 
      	
                  MD

                	 
      	
                  20814

                
	
                  MD-76W

                	 
      	
                  7600
      WISCONSIN AVE

                	 
      	
                  BETHESDA

                	 
      	
                  MD

                	 
      	
                  20814

                
	
                  MD-90R

                	 
      	
                  9000
      ROCKVILLE PIKE

                	 
      	
                  BETHESDA

                	 
      	
                  MD

                	 
      	
                  20814

                
	
                  MD-H01

                	 
      	
                  CSX
      - MP-46+2085

                	 
      	
                  ELKTON

                	 
      	
                  MD

                	 
      	
                  21921

                
	
                  MD-H02

                	 
      	
                  CSX
      - MP-96+3599

                	 
      	
                  BALTIMORE

                	 
      	
                  MD

                	 
      	
                  21230

                
	
                  MD-H04

                	 
      	
                  1700
      CHAPMAN AVE

                	 
      	
                  ROCKVILLE

                	 
      	
                  MD

                	 
      	
                  20852

                
	
                  MD-H05

                	 
      	
                  8401
      COLESVILLE RD

                	 
      	
                  SILVER
      SPRING

                	 
      	
                  MD

                	 
      	
                  20910

                
	
                  MD-H06

                	 
      	
                  CSX
      - MP-46+????

                	 
      	
                  ELKTON

                	 
      	
                  MD

                	 
      	
                  21921

                
	
                  MD-H07

                	 
      	
                  CSX-MP96-3599

                	 
      	
                  BALTIMORE

                	 
      	
                  MD

                	 
      	
                  21230

                
	
                  MI-X01

                	 
      	
                  13500
      VERONA RD

                	 
      	
                  BATTLE
      CREEK

                	 
      	
                  MI

                	 
      	
                  49017

                
	
                  MI-X02

                	 
      	
                  17557
      LAKESIDE RD.

                	 
      	
                  THREE
      OAKS

                	 
      	
                  MI

                	 
      	
                  49128

                
	
                  MI-X03

                	 
      	
                  195
      BROOKLEY

                	 
      	
                  JACKSON

                	 
      	
                  MI

                	 
      	
                  49202

                
	
                  MI-X04

                	 
      	
                  3575
      S.WEST ST.

                	 
      	
                  COLOMA

                	 
      	
                  MI

                	 
      	
                  49038

                
	
                  MI-X05

                	 
      	
                  5655
      CARPENTER RD.

                	 
      	
                  YPSILANTI

                	 
      	
                  MI

                	 
      	
                  48197

                
	
                  MI-X06

                	 
      	
                  6114
      S.12TH ST.

                	 
      	
                  PORTADGE

                	 
      	
                  MI

                	 
      	
                  49024

                
	
                  MN-X01

                	 
      	
                  120
      WEST 12TH ST

                	 
      	
                  WINONA

                	 
      	
                  MN

                	 
      	
                  55987

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  MN-X04

                	 
      	
                  511
      SOUTH 11TH AVE

                	 
      	
                  MINNEAPOLIS

                	 
      	
                  MN

                	 
      	
                  55415

                
	
                  MN-X05

                	 
      	
                  6391
      SW 68TH STREET

                	 
      	
                  OWANTANNA

                	 
      	
                  MN

                	 
      	
                  55060

                
	
                  MN-X06

                	 
      	
                  6730
      320TH STREET WEST

                	 
      	
                  NORTHFIELD

                	 
      	
                  MN

                	 
      	
                  55057

                
	
                  MO-12N

                	 
      	
                  1212
      EAST 19TH STREET

                	 
      	
                  KANSAS
      CITY

                	 
      	
                  MO

                	 
      	
                  64108

                
	
                  MO-X01

                	 
      	
                  1102
      GRAND AVENUE 3RD FLOOR

                	 
      	
                  KANSAS
      CITY

                	 
      	
                  MO

                	 
      	
                  64105

                
	
                  MO-X03

                	 
      	
                  99
      SE DALLAS ROAD

                	 
      	
                  WEATHERSBY

                	 
      	
                  MO

                	 
      	
                  64497

                
	
                  MO-X04

                	 
      	
                  20469
      WEST 230TH PLACE

                	 
      	
                  RIDGEWAY

                	 
      	
                  MO

                	 
      	
                  64481

                
	
                  MS-X01

                	 
      	
                  11
      KELLY CREEK ROAD

                	 
      	
                  SEMINARY

                	 
      	
                  MS

                	 
      	
                  39479

                
	
                  MS-X05

                	 
      	
                  1666
      BONNER ROAD

                	 
      	
                  SANDERSVILLE

                	 
      	
                  MS

                	 
      	
                  39477

                
	
                  MS-X07

                	 
      	
                  240
      VYVX LANE

                	 
      	
                  QUITMAN

                	 
      	
                  MS

                	 
      	
                  39355

                
	
                  MS-X09

                	 
      	
                  967
      HIGHWAY 583

                	 
      	
                  TYLERTOWN

                	 
      	
                  MS

                	 
      	
                  39667

                
	
                  NC-112

                	 
      	
                  112
      NORTH MYERS STREET

                	 
      	
                  CHARLOTTE

                	 
      	
                  NC

                	 
      	
                  28202

                
	
                  NC-X01

                	 
      	
                  1301
      ASHLEY LOOP

                	 
      	
                  REIDSVILLE

                	 
      	
                  NC

                	 
      	
                  27320

                
	
                  NC-X02

                	 
      	
                  1334
      OLD SALEM ROAD LOT #51M

                	 
      	
                  KERNERSVILLE

                	 
      	
                  NC

                	 
      	
                  27284

                
	
                  NC-X03

                	 
      	
                  295
      UPRIGHT ROAD

                	 
      	
                  MOUNT
      ULLA

                	 
      	
                  NC

                	 
      	
                  28125

                
	
                  NJ-101

                	 
      	
                  101
      HUDSON STREET

                	 
      	
                  JERSEY
      CITY

                	 
      	
                  NJ

                	 
      	
                  07302

                
	
                  NJ-102

                	 
      	
                  10
      2ND STREET (10 HARBORSIDE)

                	 
      	
                  JERSEY
      CITY

                	 
      	
                  NJ

                	 
      	
                  07302

                
	
                  NJ-10D

                	 
      	
                  100
      DELAWANNA AVENUE

                	 
      	
                  CLIFTON

                	 
      	
                  NJ

                	 
      	
                  07014

                
	
                  NJ-10E

                	 
      	
                  10
      EXCHANGE PL

                	 
      	
                  JERSEY
      CITY

                	 
      	
                  NJ

                	 
      	
                  07302

                
	
                  NJ-10P

                	 
      	
                  100
      PLAZA DRIVE

                	 
      	
                  SECAUCUS

                	 
      	
                  NJ

                	 
      	
                  07094

                
	
                  NJ-10W

                	 
      	
                  10
      WATERVIEW BLVD

                	 
      	
                  PARSIPANNY

                	 
      	
                  NJ

                	 
      	
                  07054

                
	
                  NJ-111

                	 
      	
                  111
      PAVONIA AVE

                	 
      	
                  JERSEY
      CITY

                	 
      	
                  NJ

                	 
      	
                  07310

                
	
                  NJ-114

                	 
      	
                  1140
      ROUTE 72 W

                	 
      	
                  MANAHAWKIN

                	 
      	
                  NJ

                	 
      	
                  08050

                
	
                  NJ-12B

                	 
      	
                  125
      BELMONT DRIVE

                	 
      	
                  SOMERSET

                	 
      	
                  NJ

                	 
      	
                  08873

                
	
                  NJ-12P

                	 
      	
                  120
      W PASSAIC STREET

                	 
      	
                  ROCHELLE
      PARK

                	 
      	
                  NJ

                	 
      	
                  07662

                
	
                  NJ-12T

                	 
      	
                  125
      THEODORE CONRAD DRIVE

                	 
      	
                  JERSEY
      CITY

                	 
      	
                  NJ

                	 
      	
                  07305

                
	
                  NJ-137

                	 
      	
                  1379
      ROUTE 539, 1ST FL

                	 
      	
                  LITTLE
      EGG HARBOR

                	 
      	
                  NJ

                	 
      	
                  08087

                
	
                  NJ-13F

                	 
      	
                  1300
      FEDERAL BLVD

                	 
      	
                  CARTERET

                	 
      	
                  NJ

                	 
      	
                  07008

                
	
                  NJ-13J

                	 
      	
                  135
      GREENE STREET

                	 
      	
                  JERSEY
      CITY

                	 
      	
                  NJ

                	 
      	
                  07302

                
	
                  NJ-14F

                	 
      	
                  1400
      FEDERAL BLVD

                	 
      	
                  CARTERET

                	 
      	
                  NJ

                	 
      	
                  07008

                
	
                  NJ-15D

                	 
      	
                  115
      S JEFFERSON RD BLDG D

                	 
      	
                  WHIPPANY

                	 
      	
                  NJ

                	 
      	
                  07981

                
	
                  NJ-15J

                	 
      	
                  115
      S JEFFERSON RD BLDG A/B

                	 
      	
                  WHIPPANY

                	 
      	
                  NJ

                	 
      	
                  07981

                
	
                  NJ-165

                	 
      	
                  165
      HALSEY ST

                	 
      	
                  NEWARK

                	 
      	
                  NJ

                	 
      	
                  07102

                
	
                  NJ-16M

                	 
      	
                  1600
      MACARTHUR BLVD

                	 
      	
                  MAHWAH

                	 
      	
                  NJ

                	 
      	
                  07430

                
	
                  NJ-17C

                	 
      	
                  17
      CABLE DRIVE

                	 
      	
                  LITTLE
      EGG HARBOR

                	 
      	
                  NJ

                	 
      	
                  08087

                
	
                  NJ-17M

                	 
      	
                  1700
      MACARTHUR BOULEVARD

                	 
      	
                  MAHWAH

                	 
      	
                  NJ

                	 
      	
                  07430

                
	
                  NJ-17P

                	 
      	
                  175
      PARK AVENUE

                	 
      	
                  FLORHAM
      PARK

                	 
      	
                  NJ

                	 
      	
                  07932

                
	
                  NJ-182

                	 
      	
                  182
      TABOR ROAD

                	 
      	
                  MORRIS
      PLAINS

                	 
      	
                  NJ

                	 
      	
                  07950

                
	
                  NJ-194

                	 
      	
                  194
      WOOD AVENUE

                	 
      	
                  ISELIN

                	 
      	
                  NJ

                	 
      	
                  08830

                
	
                  NJ-19P

                	 
      	
                  1919
      PARK AVE

                	 
      	
                  WEEHAWKEN

                	 
      	
                  NJ

                	 
      	
                  07086

                
	
                  NJ-19V

                	 
      	
                  19
      VREELAND RD

                	 
      	
                  FLORHAM
      PARK

                	 
      	
                  NJ

                	 
      	
                  07932

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  NJ-1CD

                	 
      	
                  100
      CAMPUS DRIVE

                	 
      	
                  PRINCETON

                	 
      	
                  NJ

                	 
      	
                  08540

                
	
                  NJ-1EN

                	 
      	
                  15
      ENTERPRISE AVE

                	 
      	
                  SECAUCUS

                	 
      	
                  NJ

                	 
      	
                  07094

                
	
                  NJ-1RB

                	 
      	
                  1085
      RAYMOND BLVD

                	 
      	
                  NEWARK

                	 
      	
                  NJ

                	 
      	
                  07102

                
	
                  NJ-20C

                	 
      	
                  200
      COTTONTAIL LANE

                	 
      	
                  SOMERSET

                	 
      	
                  NJ

                	 
      	
                  08873

                
	
                  NJ-20N

                	 
      	
                  214
      NORTH CENTER DRIVE

                	 
      	
                  NORTH
      BRUNSWICK

                	 
      	
                  NJ

                	 
      	
                  08902

                
	
                  NJ-20T

                	 
      	
                  201
      TABOR RD

                	 
      	
                  MORRIS
      PLAINS

                	 
      	
                  NJ

                	 
      	
                  07950

                
	
                  NJ-25C

                	 
      	
                  25
      CORPORATE PLACE

                	 
      	
                  PISCATAWAY
      TOWNSHIP

                	 
      	
                  NJ

                	 
      	
                  08854

                
	
                  NJ-27A

                	 
      	
                  279
      AMWELL ROAD

                	 
      	
                  HILLSBOROUGH

                	 
      	
                  NJ

                	 
      	
                  08844

                
	
                  NJ-27C

                	 
      	
                  27
      COMMERCE DR.

                	 
      	
                  CRANFORD

                	 
      	
                  NJ

                	 
      	
                  07016

                
	
                  NJ-27H

                	 
      	
                  275
      HARTZ WAY

                	 
      	
                  SECAUCUS

                	 
      	
                  NJ

                	 
      	
                  07094

                
	
                  NJ-2CK

                	 
      	
                  200
      CEDAR KNOLLS ROAD

                	 
      	
                  WHIPPANY

                	 
      	
                  NJ

                	 
      	
                  07981

                
	
                  NJ-2GD

                	 
      	
                  2
      GATEHALL DR, 3RD FL

                	 
      	
                  PARSIPPANY

                	 
      	
                  NJ

                	 
      	
                  07054

                
	
                  NJ-2GW

                	 
      	
                  2
      GATEWAY CENTER

                	 
      	
                  NEWARK

                	 
      	
                  NJ

                	 
      	
                  07102

                
	
                  NJ-2LC

                	 
      	
                  2
      LIZ CLAIBORNE WAY, 4TH FL

                	 
      	
                  NORTH
      BERGEN

                	 
      	
                  NJ

                	 
      	
                  07047

                
	
                  NJ-2LP

                	 
      	
                  2241
      LANDMARK PL

                	 
      	
                  MANASQUAN

                	 
      	
                  NJ

                	 
      	
                  08736

                
	
                  NJ-2PT

                	 
      	
                  2
      PEACH TREE HILL RD, 1ST FL

                	 
      	
                  LIVINGSTON

                	 
      	
                  NJ

                	 
      	
                  07039

                
	
                  NJ-2WB

                	 
      	
                  200
      WEBRO ROAD

                	 
      	
                  PARSIPPANY

                	 
      	
                  NJ

                	 
      	
                  07054

                
	
                  NJ-305

                	 
      	
                  305
      MADISON AVE

                	 
      	
                  MORRISTOWN

                	 
      	
                  NJ

                	 
      	
                  07960

                
	
                  NJ-30B

                	 
      	
                  300
      BLVD EAST

                	 
      	
                  WEEHAWKEN

                	 
      	
                  NJ

                	 
      	
                  07087

                
	
                  NJ-30H

                	 
      	
                  30
      HUDSON STREET

                	 
      	
                  JERSEY
      CITY

                	 
      	
                  NJ

                	 
      	
                  07302

                
	
                  NJ-34C

                	 
      	
                  34
      EXCHANGE PL (PLAZA 1)

                	 
      	
                  JERSEY
      CITY

                	 
      	
                  NJ

                	 
      	
                  07302

                
	
                  NJ-34E

                	 
      	
                  34
      EXCHANGE PL (PLAZA 3)

                	 
      	
                  JERSEY
      CITY

                	 
      	
                  NJ

                	 
      	
                  07302

                
	
                  NJ-34H

                	 
      	
                  34
      EXCHANGE PLACE PLAZA 5

                	 
      	
                  JERSEY
      CITY

                	 
      	
                  NJ

                	 
      	
                  07302

                
	
                  NJ-34X

                	 
      	
                  34
      EXCHANGE PL (PLAZA 2)

                	 
      	
                  JERSEY
      CITY

                	 
      	
                  NJ

                	 
      	
                  07302

                
	
                  NJ-36S

                	 
      	
                  365
      S RANDOLPHVILLE ROAD

                	 
      	
                  PISCATAWAY

                	 
      	
                  NJ

                	 
      	
                  08854

                
	
                  NJ-3CP

                	 
      	
                  3
      CORPORATE PLAZA

                	 
      	
                  PISCATAWAY

                	 
      	
                  NJ

                	 
      	
                  08854

                
	
                  NJ-3EM

                	 
      	
                  3
      EMPIRE BOULEVARD

                	 
      	
                  SOUTH
      HACKENSACK

                	 
      	
                  NJ

                	 
      	
                  07606

                
	
                  NJ-40C

                	 
      	
                  40
      CORPORATE PLACE SOUTH

                	 
      	
                  PISCATAWAY

                	 
      	
                  NJ

                	 
      	
                  08854

                
	
                  NJ-40K

                	 
      	
                  40
      KINGSBRIDGE ROAD

                	 
      	
                  PISCATAWAY

                	 
      	
                  NJ

                	 
      	
                  08854

                
	
                  NJ-40W

                	 
      	
                  400
      WEBRO RD

                	 
      	
                  PARSIPPANY

                	 
      	
                  NJ

                	 
      	
                  07054

                
	
                  NJ-41C

                	 
      	
                  410
      COMMERCE BLVD

                	 
      	
                  CARLSTADT

                	 
      	
                  NJ

                	 
      	
                  07072

                
	
                  NJ-41M

                	 
      	
                  4101
      MAPLE AVENUE

                	 
      	
                  PENNSAUKEN

                	 
      	
                  NJ

                	 
      	
                  08109

                
	
                  NJ-42W

                	 
      	
                  423
      W. WASHINGTION AVE.

                	 
      	
                  PLEASANTVILLE

                	 
      	
                  NJ

                	 
      	
                  08232

                
	
                  NJ-430

                	 
      	
                  4300
      US HIGHWAY 1

                	 
      	
                  MONMOUTH
      JUNCTION

                	 
      	
                  NJ

                	 
      	
                  08852

                
	
                  NJ-43R

                	 
      	
                  431
      RIDGE ROAD

                	 
      	
                  DAYTON

                	 
      	
                  NJ

                	 
      	
                  08810

                
	
                  NJ-45H

                	 
      	
                  450
      HARMON MEADOW BLVD

                	 
      	
                  SECAUCUS

                	 
      	
                  NJ

                	 
      	
                  07094

                
	
                  NJ-485

                	 
      	
                  485
      US HIGHWAY 1, BUILDING D

                	 
      	
                  ISELIN

                	 
      	
                  NJ

                	 
      	
                  08830

                
	
                  NJ-48G

                	 
      	
                  480
      GOTHAM PARKWAY

                	 
      	
                  CARLSTADT

                	 
      	
                  NJ

                	 
      	
                  07072

                
	
                  NJ-49W

                	 
      	
                  499
      WASHINGTON BLVD

                	 
      	
                  JERSEY
      CITY

                	 
      	
                  NJ

                	 
      	
                  07310

                
	
                  NJ-4CD

                	 
      	
                  4
      CONNELL DRIVE

                	 
      	
                  BERKELY
      HEIGHTS

                	 
      	
                  NJ

                	 
      	
                  07922

                
	
                  NJ-4HW

                	 
      	
                  40
      HARTZ WAY

                	 
      	
                  SECAUCUS

                	 
      	
                  NJ

                	 
      	
                  07094

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  NJ-4RR

                	 
      	
                  492
      RIVER ROAD

                	 
      	
                  NUTLEY

                	 
      	
                  NJ

                	 
      	
                  07110

                
	
                  NJ-515

                	 
      	
                  515
      UNION BLVD

                	 
      	
                  TOTOWA

                	 
      	
                  NJ

                	 
      	
                  07512

                
	
                  NJ-525

                	 
      	
                  525
      WASHINGTON BLVD

                	 
      	
                  JERSEY
      CITY

                	 
      	
                  NJ

                	 
      	
                  07310

                
	
                  NJ-54W

                	 
      	
                  545
      WASHINGTON BLVD

                	 
      	
                  JERSEY
      CITY

                	 
      	
                  NJ

                	 
      	
                  07302

                
	
                  NJ-555

                	 
      	
                  555
      COLLEGE RD

                	 
      	
                  PRNCETON

                	 
      	
                  NJ

                	 
      	
                  08540

                
	
                  NJ-55B

                	 
      	
                  550
      BROAD ST

                	 
      	
                  NEWARK

                	 
      	
                  NJ

                	 
      	
                  07102

                
	
                  NJ-575

                	 
      	
                  575
      WASHINGTON BLVD

                	 
      	
                  JERSEY
      CITY

                	 
      	
                  NJ

                	 
      	
                  07310

                
	
                  NJ-58W

                	 
      	
                  5851
      WESTSIDE AVE

                	 
      	
                  NORTH
      BERGEN

                	 
      	
                  NJ

                	 
      	
                  07047

                
	
                  NJ-59R

                	 
      	
                  ONE
      HEALTH PLAZA - BLDG 501

                	 
      	
                  EAST
      HANOVER

                	 
      	
                  NJ

                	 
      	
                  07936

                
	
                  NJ-5CC

                	 
      	
                  506
      CARNEGIE CENTER BLVD

                	 
      	
                  PRINCETON

                	 
      	
                  NJ

                	 
      	
                  08540

                
	
                  NJ-5MV

                	 
      	
                  5
      MARINE VIEW PLAZA

                	 
      	
                  HOBOKEN

                	 
      	
                  NJ

                	 
      	
                  07030

                
	
                  NJ-60C

                	 
      	
                  600
      COMMERCE

                	 
      	
                  CARLSTADT

                	 
      	
                  NJ

                	 
      	
                  07072

                
	
                  NJ-685

                	 
      	
                  685
      COLLEGE RD

                	 
      	
                  PRINCETON

                	 
      	
                  NJ

                	 
      	
                  08540

                
	
                  NJ-6SE

                	 
      	
                  600
      SEA GIRT AVENUE

                	 
      	
                  MANASQUAN

                	 
      	
                  NJ

                	 
      	
                  08736

                
	
                  NJ-70C

                	 
      	
                  700
      COLLEGE RD

                	 
      	
                  PRINCETON

                	 
      	
                  NJ

                	 
      	
                  08540

                
	
                  NJ-73A

                	 
      	
                  731
      ALEXANDER ROAD

                	 
      	
                  PRINCETON

                	 
      	
                  NJ

                	 
      	
                  08540

                
	
                  NJ-744

                	 
      	
                  744
      BROAD ST, 5TH FL

                	 
      	
                  NEWARK

                	 
      	
                  NJ

                	 
      	
                  07102

                
	
                  NJ-745

                	 
      	
                  745
      ROUTE 3

                	 
      	
                  EAST
      RUTHERFORD

                	 
      	
                  NJ

                	 
      	
                  07070

                
	
                  NJ-755

                	 
      	
                  755
      SECAUCUS RD.

                	 
      	
                  SECAUCUS

                	 
      	
                  NJ

                	 
      	
                  07094

                
	
                  NJ-765

                	 
      	
                  765
      ROUTE 202

                	 
      	
                  BRIDGEWATER

                	 
      	
                  NJ

                	 
      	
                  08807

                
	
                  NJ-77C

                	 
      	
                  777
      CENTRAL BLVD

                	 
      	
                  CARLSTADT

                	 
      	
                  NJ

                	 
      	
                  07072

                
	
                  NJ-800

                	 
      	
                  800
      HARBOR BLVD

                	 
      	
                  WEEHAWKEN

                	 
      	
                  NJ

                	 
      	
                  07086

                
	
                  NJ-80S

                	 
      	
                  800
      SCUDDERS MILL ROAD

                	 
      	
                  PLAINSBORO

                	 
      	
                  NJ

                	 
      	
                  08536

                
	
                  NJ-900

                	 
      	
                  900
      SYLVAN AVENUE

                	 
      	
                  ENGLEWOOD
      CLIFFS

                	 
      	
                  NJ

                	 
      	
                  07632

                
	
                  NJ-90H

                	 
      	
                  90
      HUDSON STREET

                	 
      	
                  JERSEY
      CITY

                	 
      	
                  NJ

                	 
      	
                  07302

                
	
                  NJ-95C

                	 
      	
                  95
      CHRIS COLUMBUS

                	 
      	
                  JERSEY
      CITY

                	 
      	
                  NJ

                	 
      	
                  07302

                
	
                  NJ-999

                	 
      	
                  999
      FRONTIER ROAD

                	 
      	
                  BRIDGEWATER

                	 
      	
                  NJ

                	 
      	
                  08807

                
	
                  NJ-9BP

                	 
      	
                  9
      BROADCAST PLAZA

                	 
      	
                  SECAUCUS

                	 
      	
                  NJ

                	 
      	
                  07094

                
	
                  NJ-9WD

                	 
      	
                  9
      WING DRIVE

                	 
      	
                  CEDAR
      KNOLLS

                	 
      	
                  NJ

                	 
      	
                  07927

                
	
                  NJ-BLY

                	 
      	
                  282
      MAIN STREET

                	 
      	
                  LITTLE
      FERRY

                	 
      	
                  NJ

                	 
      	
                  07643

                
	
                  NJ-ETP

                	 
      	
                  1
      EVERTRUST PLAZA

                	 
      	
                  JERSEY
      CITY

                	 
      	
                  NJ

                	 
      	
                  07302

                
	
                  NJ-H01

                	 
      	
                  CONRAIL
      (MP-11+1710)

                	 
      	
                  NEWARK

                	 
      	
                  NJ

                	 
      	
                  07114

                
	
                  NJ-H02

                	 
      	
                  CONRAIL
      (MP-42+2156)

                	 
      	
                  HOPEWELL

                	 
      	
                  NJ

                	 
      	
                  08525

                
	
                  NJ-H03

                	 
      	
                  WALLACE
      STREET & NYS&W RR

                	 
      	
                  ELMWOOD
      PARK

                	 
      	
                  NJ

                	 
      	
                  07407

                
	
                  NJ-H04

                	 
      	
                  AMTRAK
      (MP 5.68)

                	 
      	
                  NORTH
      BERGEN

                	 
      	
                  NJ

                	 
      	
                  07407

                
	
                  NJ-H05

                	 
      	
                  CROXTON
      YARD

                	 
      	
                  JERSEY
      CITY

                	 
      	
                  NJ

                	 
      	
                  07307

                
	
                  NJ-H06

                	 
      	
                  SW
      RTE 10 & OLD RD

                	 
      	
                  LIVINGSTON

                	 
      	
                  NJ

                	 
      	
                  07039

                
	
                  NJ-H08

                	 
      	
                  PARSIPPANY
      HUT

                	 
      	
                  PARSIPPANY

                	 
      	
                  NJ

                	 
      	
                  07054

                
	
                  NJ-H09

                	 
      	
                  NW
      LIVINGSTON AVE & I-280 RAMP

                	 
      	
                  LIVINGSTON

                	 
      	
                  NJ

                	 
      	
                  07068

                
	
                  NJ-H10

                	 
      	
                  800
      MAIN STREET

                	 
      	
                  WOODBRIDGE

                	 
      	
                  NJ

                	 
      	
                  07095

                
	
                  NJ-H12

                	 
      	
                  108
      TITUS MILL RD

                	 
      	
                  PENNINGTON

                	 
      	
                  NJ

                	 
      	
                  08534

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  NJ-H13

                	 
      	
                  ACE
      MP 39

                	 
      	
                  SICKLERVILLE

                	 
      	
                  NJ

                	 
      	
                  08081

                
	
                  NJ-H14

                	 
      	
                  750
      EDWIN L WARD HIGHWAY

                	 
      	
                  RUTHERFORD

                	 
      	
                  NJ

                	 
      	
                  07070

                
	
                  NJ-ORC

                	 
      	
                  100
      ORCHARD STREET

                	 
      	
                  EAST
      RUTHERFORD

                	 
      	
                  NJ

                	 
      	
                  07073

                
	
                  NJ-POS

                	 
      	
                  101
      POSSUMTOWN ROAD

                	 
      	
                  PISCATAWAY

                	 
      	
                  NJ

                	 
      	
                  08854

                
	
                  NJ-R10

                	 
      	
                  59
      ROUTE 10 (BLDG 401)

                	 
      	
                  EAST
      HANOVER

                	 
      	
                  NJ

                	 
      	
                  07936

                
	
                  NJ-V05

                	 
      	
                  1
      INTERNATIONAL BLVD

                	 
      	
                  MAHWAH

                	 
      	
                  NJ

                	 
      	
                  07495

                
	
                  NJ-X02

                	 
      	
                  1101
      EAST LINDEN AVE.

                	 
      	
                  LINDEN

                	 
      	
                  NJ

                	 
      	
                  07036

                
	
                  NM-X01

                	 
      	
                  11485
      MUNDO ROAD NE

                	 
      	
                  DEMING

                	 
      	
                  NM

                	 
      	
                  88030

                
	
                  NM-X02

                	 
      	
                  390
      UNION TRAIL ROAD

                	 
      	
                  FORKS

                	 
      	
                  NM

                	 
      	
                  88045

                
	
                  NM-X03

                	 
      	
                  4261
      SEPAR ROAD

                	 
      	
                  SILVER
      CITY

                	 
      	
                  NM

                	 
      	
                  88061

                
	
                  NV-3S4

                	 
      	
                  300
      S 4TH ST

                	 
      	
                  LAS
      VEGAS

                	 
      	
                  NV

                	 
      	
                  89101

                
	
                  NV-71D

                	 
      	
                  7135
      SOUTH DECATUR BOULEVARD

                	 
      	
                  LAS
      VEGAS

                	 
      	
                  NV

                	 
      	
                  89118

                
	
                  NV-X01

                	 
      	
                  220
      GARDNER STREET

                	 
      	
                  RENO

                	 
      	
                  NV

                	 
      	
                  89503

                
	
                  NV-X02

                	 
      	
                  55
      CORNELL AVENUE

                	 
      	
                  LOVELOCK

                	 
      	
                  NV

                	 
      	
                  89419

                
	
                  NV-X03

                	 
      	
                  EXIT
      65 OFF I-80 NIGHTINGALE ROAD

                	 
      	
                  FALLON

                	 
      	
                  NV

                	 
      	
                  89046

                
	
                  NV-X04

                	 
      	
                  EXIT
      149 OFF I-80 LOT 14

                	 
      	
                  IMLAY

                	 
      	
                  NV

                	 
      	
                  89418

                
	
                  NV-X05

                	 
      	
                  EXIT
      187 OFF I-80 N OF INTERCHANGE

                	 
      	
                  WINNEMUCCA

                	 
      	
                  NV

                	 
      	
                  89445

                
	
                  NV-X07

                	 
      	
                  EXIT
      254 OFF I-80 NE 3RD.5 MILES

                	 
      	
                  EUREKA

                	 
      	
                  NV

                	 
      	
                  89821

                
	
                  NV-X09

                	 
      	
                  EXIT
      333 OFF I-80 5 MI E N FRONTAGE RD

                	 
      	
                  ELKO

                	 
      	
                  NV

                	 
      	
                  89835

                
	
                  NY-100

                	 
      	
                  100
      WILLIAMS STREET

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10038

                
	
                  NY-109

                	 
      	
                  109
      EAST 16TH STREET

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10003

                
	
                  NY-10F

                	 
      	
                  100
      5TH AVE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10011

                
	
                  NY-10T

                	 
      	
                  10
      TELEPORT DRIVE

                	 
      	
                  STATEN
      ISLAND

                	 
      	
                  NY

                	 
      	
                  10311

                
	
                  NY-111

                	 
      	
                  111
      8TH AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10011

                
	
                  NY-113

                	 
      	
                  1133
      AVENUE OF THE AMERICAS

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10036

                
	
                  NY-117

                	 
      	
                  1177
      AVENUE OF THE AMERICAS

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10036

                
	
                  NY-11F

                	 
      	
                  111
      FULTON STREET

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10038

                
	
                  NY-11M

                	 
      	
                  11
      MADISON AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10010

                
	
                  NY-11S

                	 
      	
                  1101
      STEWART AVENUE

                	 
      	
                  GARDEN
      CITY

                	 
      	
                  NY

                	 
      	
                  11530

                
	
                  NY-11T

                	 
      	
                  11
      METROTECH

                	 
      	
                  BROOKLYN

                	 
      	
                  NY

                	 
      	
                  11201

                
	
                  NY-120

                	 
      	
                  120
      PARK AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10017

                
	
                  NY-121

                	 
      	
                  1211
      AVE OF AMERICAS

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10036

                
	
                  NY-122

                	 
      	
                  122
      EAST 42ND STREET

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10168

                
	
                  NY-12A

                	 
      	
                  1285
      6TH AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10019

                
	
                  NY-12W

                	 
      	
                  120
      BROADWAY

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10271

                
	
                  NY-135

                	 
      	
                  135
      WEST 50TH STREET

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10020

                
	
                  NY-13A

                	 
      	
                  1301
      AVENUE OF THE AMERICAS

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10019

                
	
                  NY-142

                	 
      	
                  150
      EAST 42ND STREET

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10017

                
	
                  NY-14W

                	 
      	
                  14
      WALL STREET

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10005

                
	
                  NY-154

                	 
      	
                  154
      WEST 57TH STREET

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10019

                
	
                  NY-158

                	 
      	
                  1585
      BROADWAY

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10036

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  NY-15F

                	 
      	
                  115
      5TH AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10003

                
	
                  NY-17B

                	 
      	
                  1700
      BROADWAY

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10019

                
	
                  NY-188

                	 
      	
                  188
      MADISON AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10016

                
	
                  NY-18M

                	 
      	
                  180
      MAIDEN LANE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10038

                
	
                  NY-19M

                	 
      	
                  1985
      MARCUS AVENUE

                	 
      	
                  NEW
      HYDE PARK

                	 
      	
                  NY

                	 
      	
                  11042

                
	
                  NY-19W

                	 
      	
                  199
      WATER STREET

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10038

                
	
                  NY-1AL

                	 
      	
                  111
      WALL STREET

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10005

                
	
                  NY-1BW

                	 
      	
                  1500
      BROADWAY

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10036

                
	
                  NY-1LP

                	 
      	
                  1
      LIBERTY PLAZA

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10006

                
	
                  NY-1MA

                	 
      	
                  1
      MADISON AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10010

                
	
                  NY-1MO

                	 
      	
                  1
      MOTT STREET

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10013

                
	
                  NY-1MT

                	 
      	
                  1
      METROTECH CENTER

                	 
      	
                  BROOKLYN

                	 
      	
                  NY

                	 
      	
                  11201

                
	
                  NY-1NL

                	 
      	
                  1
      NORTH LEXINGTON AVENUE

                	 
      	
                  WHITE
      PLAINS

                	 
      	
                  NY

                	 
      	
                  10601

                
	
                  NY-1PP

                	 
      	
                  1
      PIERREPONT PLAZA

                	 
      	
                  BROOKLYN

                	 
      	
                  NY

                	 
      	
                  11201

                
	
                  NY-1SS

                	 
      	
                  1
      STATE STREET

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10004

                
	
                  NY-200

                	 
      	
                  200
      WEST 135TH STREET

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10029

                
	
                  NY-20A

                	 
      	
                  1120
      AVENUE OF THE AMERICAS

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10036

                
	
                  NY-20P

                	 
      	
                  200
      PARK AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10166

                
	
                  NY-216

                	 
      	
                  216
      EAST 45TH STREET

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10017

                
	
                  NY-21A

                	 
      	
                  1221
      AVENUE OF THE AMERICAS

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10020

                
	
                  NY-234

                	 
      	
                  234
      EAST 149TH STREET

                	 
      	
                  BRONX

                	 
      	
                  NY

                	 
      	
                  10451

                
	
                  NY-23A

                	 
      	
                  1230
      AVENUE OF THE AMERICAS

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10020

                
	
                  NY-242

                	 
      	
                  219
      EAST 42ND STREET

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10017

                
	
                  NY-245

                	 
      	
                  245
      PARK AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10017

                
	
                  NY-24S

                	 
      	
                  2455
      SOUTH RD

                	 
      	
                  POUGHKEEPSIE

                	 
      	
                  NY

                	 
      	
                  12601

                
	
                  NY-25B

                	 
      	
                  25
      BROADWAY

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10004

                
	
                  NY-25E

                	 
      	
                  25
      78 STREET

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10005

                
	
                  NY-25M

                	 
      	
                  25
      OLD MILL RD

                	 
      	
                  SUFFERN

                	 
      	
                  NY

                	 
      	
                  10901

                
	
                  NY-277

                	 
      	
                  277
      PARK AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10017

                
	
                  NY-27N

                	 
      	
                  27-01
      NORTH BRIDGE PLAZA

                	 
      	
                  LONG
      ISLAND CITY

                	 
      	
                  NY

                	 
      	
                  11101

                
	
                  NY-27P

                	 
      	
                  270
      PARK AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10017

                
	
                  NY-28P

                	 
      	
                  280
      PARK AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10017

                
	
                  NY-299

                	 
      	
                  299
      PARK AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10171

                
	
                  NY-2BW

                	 
      	
                  2
      BROADWAY

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10004

                
	
                  NY-2H5

                	 
      	
                  200
      5TH AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10010

                
	
                  NY-2WF

                	 
      	
                  2
      WORLD FINANCIAL CENTER

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10281

                
	
                  NY-2WS

                	 
      	
                  200
      WEST STREET

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10013

                
	
                  NY-30P

                	 
      	
                  300
      PARK AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10022

                
	
                  NY-30R

                	 
      	
                  30
      ROCKEFELLER PLAZA

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10112

                
	
                  NY-315

                	 
      	
                  315
      W 36TH STREET

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10018

                
	
                  NY-31A

                	 
      	
                  1301
      6TH AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10019

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  NY-31M

                	 
      	
                  331
      MADISON AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10017

                
	
                  NY-32A

                	 
      	
                  32
      AVENUE OF THE AMERICAS

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10013

                
	
                  NY-32S

                	 
      	
                  32
      OLD SLIP

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10005

                
	
                  NY-333

                	 
      	
                  333
      WEST 52ND STREET

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10019

                
	
                  NY-33B

                	 
      	
                  1633
      BROADWAY

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10019

                
	
                  NY-33E

                	 
      	
                  336
      EAST 96TH STREET

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10128

                
	
                  NY-33H

                	 
      	
                  333
      HUDSON STREET

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10007

                
	
                  NY-33W

                	 
      	
                  33
      WHITEHALL STREET

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10004

                
	
                  NY-342

                	 
      	
                  235
      EAST 42ND STREET

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10017

                
	
                  NY-345

                	 
      	
                  345
      PARK AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10154

                
	
                  NY-34M

                	 
      	
                  345
      MADISON AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10017

                
	
                  NY-36H

                	 
      	
                  360
      HAMILTON AVENUE

                	 
      	
                  WHITE
      PLAINS

                	 
      	
                  NY

                	 
      	
                  10601

                
	
                  NY-38M

                	 
      	
                  383
      MADISON AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10017

                
	
                  NY-39B

                	 
      	
                  39
      BROADWAY

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10006

                
	
                  NY-39G

                	 
      	
                  390
      GREENWICH STREET

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10013

                
	
                  NY-39H

                	 
      	
                  395
      HUDSON STREET

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10014

                
	
                  NY-39P

                	 
      	
                  399
      PARK AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10022

                
	
                  NY-3EO

                	 
      	
                  333
      EARLE OVINGTON BLVD

                	 
      	
                  UNIONDALE

                	 
      	
                  NY

                	 
      	
                  11553

                
	
                  NY-3MT

                	 
      	
                  3
      METROTECH CENTER

                	 
      	
                  BROOKLYN

                	 
      	
                  NY

                	 
      	
                  11201

                
	
                  NY-3PK

                	 
      	
                  3
      PARK AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10016

                
	
                  NY-3TS

                	 
      	
                  3
      TIMES SQUARE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10036

                
	
                  NY-3UN

                	 
      	
                  3
      UNITED NATIONS PLAZA

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10017

                
	
                  NY-3WS

                	 
      	
                  330
      WEST STREET

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10014

                
	
                  NY-40W

                	 
      	
                  40
      W. 20TH ST

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10011

                
	
                  NY-41A

                	 
      	
                  22-19
      41ST AVENUE

                	 
      	
                  LONG
      ISLAND CITY

                	 
      	
                  NY

                	 
      	
                  11101

                
	
                  NY-41B

                	 
      	
                  1441
      BROADWAY

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10018

                
	
                  NY-425

                	 
      	
                  425
      5TH AVE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10018

                
	
                  NY-43A

                	 
      	
                  23-10
      43RD AVENUE

                	 
      	
                  LONG
      ISLAND CITY

                	 
      	
                  NY

                	 
      	
                  11101

                
	
                  NY-445

                	 
      	
                  445
      PARK AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10022

                
	
                  NY-44S

                	 
      	
                  44
      SOUTH BROADWAY

                	 
      	
                  WHITE
      PLAINS

                	 
      	
                  NY

                	 
      	
                  10601

                
	
                  NY-45A

                	 
      	
                  1345
      AVENUE OF THE AMERICAS

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10105

                
	
                  NY-45F

                	 
      	
                  455
      5TH AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10016

                
	
                  NY-461

                	 
      	
                  461
      5TH AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10017

                
	
                  NY-477

                	 
      	
                  477
      MADISON AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10022

                
	
                  NY-47F

                	 
      	
                  476
      5TH AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10017

                
	
                  NY-498

                	 
      	
                  498
      7TH AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10018

                
	
                  NY-4LC

                	 
      	
                  40
      LINCOLN CENTER PLAZA

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10023

                
	
                  NY-4MT

                	 
      	
                  4
      METROTECH CENTER

                	 
      	
                  BROOKLYN

                	 
      	
                  NY

                	 
      	
                  11201

                
	
                  NY-4NP

                	 
      	
                  4
      NEW YORK PLAZA

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10004

                
	
                  NY-4WF

                	 
      	
                  4
      WORLD FINANCIAL CENTER

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10281

                
	
                  NY-50A

                	 
      	
                  1350
      6TH AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10019

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  NY-50B

                	 
      	
                  5030
      BROADWAY

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10034

                
	
                  NY-50P

                	 
      	
                  500
      PARK AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10022

                
	
                  NY-510

                	 
      	
                  510
      EAST 73RD STREET

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10021

                
	
                  NY-51A

                	 
      	
                  1251
      AVENUE OF THE AMERICAS

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10020

                
	
                  NY-524

                	 
      	
                  524
      WEST 57TH STREET

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10019

                
	
                  NY-52M

                	 
      	
                  520
      MADISON AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10022

                
	
                  NY-533

                	 
      	
                  533
      W 57TH STREET

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10019

                
	
                  NY-542

                	 
      	
                  5
      EAST 42ND STREET

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10017

                
	
                  NY-545

                	 
      	
                  545
      5TH AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10017

                
	
                  NY-54E

                	 
      	
                  545
      8TH AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10018

                
	
                  NY-55C

                	 
      	
                  55
      CHURCH STREET

                	 
      	
                  WHITE
      PLAINS

                	 
      	
                  NY

                	 
      	
                  10601

                
	
                  NY-55W

                	 
      	
                  55
      WATER STREET

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10041

                
	
                  NY-565

                	 
      	
                  565
      5TH AVE.

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10017

                
	
                  NY-570

                	 
      	
                  570
      WASHINGTON STREET

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10014

                
	
                  NY-57T

                	 
      	
                  142
      WEST 57TH STREET

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10019

                
	
                  NY-5BW

                	 
      	
                  1755
      BROADWAY

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10019

                
	
                  NY-5PN

                	 
      	
                  5
      PENN PLAZA

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10001

                
	
                  NY-601

                	 
      	
                  601
      WEST 26TH STREET

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10001

                
	
                  NY-605

                	 
      	
                  605
      3RD AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10158

                
	
                  NY-608

                	 
      	
                  608
      5TH AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10020

                
	
                  NY-60B

                	 
      	
                  60
      BROAD STREET

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10004

                
	
                  NY-60H

                	 
      	
                  60
      HUDSON ST.

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10013

                
	
                  NY-623

                	 
      	
                  623
      5TH AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10022

                
	
                  NY-62E

                	 
      	
                  620
      8TH AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10018

                
	
                  NY-63A

                	 
      	
                  622
      3RD AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10017

                
	
                  NY-63F

                	 
      	
                  630
      5TH AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10020

                
	
                  NY-645

                	 
      	
                  645
      5TH AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10022

                
	
                  NY-65B

                	 
      	
                  65
      BROADWAY

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10006

                
	
                  NY-666

                	 
      	
                  666
      5TH AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10019

                
	
                  NY-685

                	 
      	
                  685
      3RD AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10017

                
	
                  NY-6ID

                	 
      	
                  6
      INTERNATIONAL DRIVE

                	 
      	
                  RYE
      BROOK

                	 
      	
                  NY

                	 
      	
                  10573

                
	
                  NY-6TH

                	 
      	
                  1114
      AVENUE OF THE AMERICAS

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10001

                
	
                  NY-6WA

                	 
      	
                  60
      WALL STREET

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10005

                
	
                  NY-70P

                	 
      	
                  70
      PINE STREET

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10270

                
	
                  NY-712

                	 
      	
                  712
      5TH AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10019

                
	
                  NY-71A

                	 
      	
                  1271
      AVENUE OF THE AMERICAS

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10020

                
	
                  NY-733

                	 
      	
                  730
      3RD AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10017

                
	
                  NY-73L

                	 
      	
                  731
      LEXINGTON AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10022

                
	
                  NY-745

                	 
      	
                  745
      7TH AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10019

                
	
                  NY-757

                	 
      	
                  757
      3RD AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10017

                
	
                  NY-75B

                	 
      	
                  75
      BROAD STREET

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10004

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  NY-75P

                	 
      	
                  75
      PARK PL

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10007

                
	
                  NY-75T

                	 
      	
                  750
      THIRD AVE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10017

                
	
                  NY-773

                	 
      	
                  777
      3RD AVE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10022

                
	
                  NY-787

                	 
      	
                  787
      7TH AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10019

                
	
                  NY-7HS

                	 
      	
                  7
      HANOVER SQUARE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10004

                
	
                  NY-7TP

                	 
      	
                  7
      TELEPORT DRIVE

                	 
      	
                  STATEN
      ISLAND

                	 
      	
                  NY

                	 
      	
                  10314

                
	
                  NY-7WP

                	 
      	
                  7
      WESTCHESTER PLAZA

                	 
      	
                  ELMSFORD

                	 
      	
                  NY

                	 
      	
                  10523

                
	
                  NY-7WT

                	 
      	
                  250
      GREENWICH STREET

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10007

                
	
                  NY-80F

                	 
      	
                  80
      FIFTH AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10011

                
	
                  NY-80P

                	 
      	
                  80
      PINE STREET

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10005

                
	
                  NY-811

                	 
      	
                  811
      10TH AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10019

                
	
                  NY-825

                	 
      	
                  825
      8TH AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10019

                
	
                  NY-82S

                	 
      	
                  825
      7TH AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10019

                
	
                  NY-845

                	 
      	
                  845
      3RD AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10022

                
	
                  NY-853

                	 
      	
                  850
      3RD AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10022

                
	
                  NY-85B

                	 
      	
                  85
      BROAD STREET

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10004

                
	
                  NY-85T

                	 
      	
                  85
      10TH AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10011

                
	
                  NY-882

                	 
      	
                  882
      3RD AVENUE

                	 
      	
                  BROOKLYN

                	 
      	
                  NY

                	 
      	
                  11232

                
	
                  NY-888

                	 
      	
                  888
      7TH AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10019

                
	
                  NY-8TR

                	 
      	
                  86
      TRINITY PLACE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10006

                
	
                  NY-909

                	 
      	
                  909
      3RD AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10022

                
	
                  NY-90B

                	 
      	
                  1790
      BROADWAY

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10019

                
	
                  NY-95C

                	 
      	
                  95
      CHURCH STREET

                	 
      	
                  WHITE
      PLAINS

                	 
      	
                  NY

                	 
      	
                  10601

                
	
                  NY-B42

                	 
      	
                  1095
      6TH AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10036

                
	
                  NY-BAT

                	 
      	
                  140
      58TH STREET

                	 
      	
                  BROOKLYN

                	 
      	
                  NY

                	 
      	
                  11220

                
	
                  NY-CHM

                	 
      	
                  75
      9TH AVENUE (CHELSEA MARKET)

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10011

                
	
                  NY-CMP

                	 
      	
                  1
      CHASE MANHATTAN PLAZA

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10005

                
	
                  NY-E18

                	 
      	
                  37-41
      EAST 18TH STREET

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10003

                
	
                  NY-E40

                	 
      	
                  10
      EAST 40TH STREET

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10016

                
	
                  NY-E42

                	 
      	
                  220
      EAST 42ND STREET

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10017

                
	
                  NY-E52

                	 
      	
                  40
      EAST 52ND STREET

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10022

                
	
                  NY-E53

                	 
      	
                  153
      E. 53RD STREET

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10022

                
	
                  NY-E55

                	 
      	
                  65
      EAST 55TH STREET

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10022

                
	
                  NY-E57

                	 
      	
                  150
      EAST 57TH STREET

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10022

                
	
                  NY-E59

                	 
      	
                  110
      EAST 59TH STREET

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10022

                
	
                  NY-E70

                	 
      	
                  535
      EAST 70TH STREET

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10021

                
	
                  NY-E75

                	 
      	
                  429
      EAST 75TH STREET

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10021

                
	
                  NY-L34

                	 
      	
                  40
      WALL ST

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10005

                
	
                  NY-L57

                	 
      	
                  717
      5TH AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10022

                
	
                  NY-L60

                	 
      	
                  9
      WEST 57TH STREET

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10019

                
	
                  NY-MAR

                	 
      	
                  1111
      MARCUS AVENUE

                	 
      	
                  NEW
      HYDE PARK

                	 
      	
                  NY

                	 
      	
                  10040

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  NY-MXB

                	 
      	
                  515
      MALCOLM X BOULEVARD

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10004

                
	
                  NY-NYP

                	 
      	
                  1
      NEW YORK PLAZA

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10004

                
	
                  NY-OLP

                	 
      	
                  1
      LINCOLN PLAZA

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10023

                
	
                  NY-ONE

                	 
      	
                  1
      NORTH END AVENUE

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10282

                
	
                  NY-W27

                	 
      	
                  158
      WEST 27TH ST

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10001

                
	
                  NY-W33

                	 
      	
                  450
      WEST 33RD STREET

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10001

                
	
                  NY-W34

                	 
      	
                  333
      WEST 34TH STREET

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10001

                
	
                  NY-W39

                	 
      	
                  1
      WEST 39TH STREET

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10018

                
	
                  NY-W55

                	 
      	
                  125
      W. 55TH ST

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10019

                
	
                  NY-W67

                	 
      	
                  47
      W 66TH ST

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10023

                
	
                  NY-WFA

                	 
      	
                  1
      WORLD FINANCIAL (TOWER A)

                	 
      	
                  NEW
      YORK

                	 
      	
                  NY

                	 
      	
                  10281

                
	
                  NY-X01

                	 
      	
                  1090
      HARLEM ROAD

                	 
      	
                  CHEEKTOWAGA

                	 
      	
                  NY

                	 
      	
                  14225

                
	
                  NY-X02

                	 
      	
                  308
      N. GENESSEE

                	 
      	
                  UTICA

                	 
      	
                  NY

                	 
      	
                  13502

                
	
                  NY-X03

                	 
      	
                  I-87
      @ JACKSON AVENUE

                	 
      	
                  HASTINGS
      ON HUDSON

                	 
      	
                  NY

                	 
      	
                  10706

                
	
                  NY-X04

                	 
      	
                  I-87
      @ HWY 299

                	 
      	
                  NEW
      PALTZ

                	 
      	
                  NY

                	 
      	
                  12561

                
	
                  NY-X05

                	 
      	
                  I87
      EXIT 23

                	 
      	
                  ALBANY

                	 
      	
                  NY

                	 
      	
                  12210

                
	
                  NY-X06

                	 
      	
                  10540
      BENNET ROAD

                	 
      	
                  DUNKIRK

                	 
      	
                  NY

                	 
      	
                  14048

                
	
                  NY-X07

                	 
      	
                  8829
      I-81

                	 
      	
                  SYRACUSE

                	 
      	
                  NY

                	 
      	
                  13211

                
	
                  NY-X08

                	 
      	
                  OLD
      RIVER ROAD @ 113A

                	 
      	
                  FULTONVILLE

                	 
      	
                  NY

                	 
      	
                  12072

                
	
                  NY-X09

                	 
      	
                  SCOTTSVILLE
      TRAVEL PLAZA

                	 
      	
                  SCOTTSVILLE

                	 
      	
                  NY

                	 
      	
                  14546

                
	
                  NY-X10

                	 
      	
                  ROUTE
      414 I-90 EXIT 41

                	 
      	
                  WATERLOO

                	 
      	
                  NY

                	 
      	
                  13165

                
	
                  NY-X11

                	 
      	
                  WOODBURY
      TOLL STATION 15 MP 45.03

                	 
      	
                  HARRIMAN

                	 
      	
                  NY

                	 
      	
                  10926

                
	
                  OH-31R

                	 
      	
                  3139
      RESEARCH BLVD

                	 
      	
                  KETTERING

                	 
      	
                  OH

                	 
      	
                  45420

                
	
                  OH-X01

                	 
      	
                  4528
      SR7 CENTER ROAD

                	 
      	
                  CONNEAUT

                	 
      	
                  OH

                	 
      	
                  44030

                
	
                  OH-X02

                	 
      	
                  51553
      IRELAND ROAD

                	 
      	
                  ROME

                	 
      	
                  OH

                	 
      	
                  44085

                
	
                  OH-X03

                	 
      	
                  1290
      HINES RD

                	 
      	
                  HUDSON

                	 
      	
                  OH

                	 
      	
                  44238

                
	
                  OH-X04

                	 
      	
                  8039
      NORTH PYLE RD

                	 
      	
                  AMHERST

                	 
      	
                  OH

                	 
      	
                  44001

                
	
                  OH-X05

                	 
      	
                  4577
      STATE ROUTE 412

                	 
      	
                  VICKERY

                	 
      	
                  OH

                	 
      	
                  43464

                
	
                  OH-X06

                	 
      	
                  867
      CAPITAL COMMONS DR.

                	 
      	
                  TOLEDO

                	 
      	
                  OH

                	 
      	
                  43615

                
	
                  OK-X01

                	 
      	
                  ROUTE
      1 BOX 37

                	 
      	
                  MARIETTA

                	 
      	
                  OK

                	 
      	
                  73459

                
	
                  OK-X03

                	 
      	
                  ROUTE
      2 BOX 37

                	 
      	
                  BYARS

                	 
      	
                  OK

                	 
      	
                  74831

                
	
                  OK-X04

                	 
      	
                  100
      GARRETT LAKE ROAD

                	 
      	
                  SHAWNEE

                	 
      	
                  OK

                	 
      	
                  74801

                
	
                  OK-X05

                	 
      	
                  ROUTE
      1 BOX 124-5

                	 
      	
                  DRUMRIGHT

                	 
      	
                  OK

                	 
      	
                  74030

                
	
                  OK-X06

                	 
      	
                  18
      WEST ARCHER STREET

                	 
      	
                  TULSA

                	 
      	
                  OK

                	 
      	
                  74103

                
	
                  OR-123

                	 
      	
                  1233
      NW 12TH AVENUE

                	 
      	
                  PORTLAND

                	 
      	
                  OR

                	 
      	
                  97209

                
	
                  OR-133

                	 
      	
                  1335
      NW NORTHRUP

                	 
      	
                  PORTLAND

                	 
      	
                  OR

                	 
      	
                  97209

                
	
                  OR-200

                	 
      	
                  200
      SW MARKET STREET

                	 
      	
                  PORTLAND

                	 
      	
                  OR

                	 
      	
                  97201

                
	
                  OR-405

                	 
      	
                  4055
      SW WATSON AVENUE,1ST FL

                	 
      	
                  BEAVERTON

                	 
      	
                  OR

                	 
      	
                  97005

                
	
                  OR-501

                	 
      	
                  501
      NORTH SHANNON RD

                	 
      	
                  BEAVERTON

                	 
      	
                  OR

                	 
      	
                  97005

                
	
                  OR-523

                	 
      	
                  5230
      ELM YOUNG PKWY

                	 
      	
                  HILLSBORO

                	 
      	
                  OR

                	 
      	
                  97124

                
	
                  OR-921

                	 
      	
                  921
      SW WASHINGTON ST

                	 
      	
                  PORTLAND

                	 
      	
                  OR

                	 
      	
                  97205

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  OR-EYP

                	 
      	
                  5510
      NE ELAM YOUNG PARKWAY

                	 
      	
                  HILLSBORO

                	 
      	
                  OR

                	 
      	
                  97124

                
	
                  OR-X01

                	 
      	
                  SOUTH
      GLEN ROAD

                	 
      	
                  VALE

                	 
      	
                  OR

                	 
      	
                  97906

                
	
                  OR-X02

                	 
      	
                  2001
      16TH STREET NE

                	 
      	
                  SALEM

                	 
      	
                  OR

                	 
      	
                  97301

                
	
                  OR-X03

                	 
      	
                  90470
      PRAIRIE ROAD

                	 
      	
                  EUGENE

                	 
      	
                  OR

                	 
      	
                  97402

                
	
                  OR-X04

                	 
      	
                  76228
      FISH HATCHERY ROAD

                	 
      	
                  OAKRIDGE

                	 
      	
                  OR

                	 
      	
                  97463

                
	
                  OR-X05

                	 
      	
                  US
      HIGHWAY 97

                	 
      	
                  CHEMULT

                	 
      	
                  OR

                	 
      	
                  97731

                
	
                  OR-X06

                	 
      	
                  16001
      ALGOMA ROAD

                	 
      	
                  KLAMATH
      FALLS

                	 
      	
                  OR

                	 
      	
                  97601

                
	
                  PA-109

                	 
      	
                  1091
      COMMERCIAL AVE

                	 
      	
                  EAST
      PETERSBURG

                	 
      	
                  PA

                	 
      	
                  17520

                
	
                  PA-10C

                	 
      	
                  100
      CHESTERFIELD PKWAY

                	 
      	
                  MALVERN

                	 
      	
                  PA

                	 
      	
                  19355

                
	
                  PA-10E

                	 
      	
                  101
      WEST ELM STREET

                	 
      	
                  CONSHOHOCKEN

                	 
      	
                  PA

                	 
      	
                  19428

                
	
                  PA-10V

                	 
      	
                  100
      VANGUARD BLVD

                	 
      	
                  MALVERN

                	 
      	
                  PA

                	 
      	
                  19355

                
	
                  PA-14C

                	 
      	
                  1402
      CONSHOHOCKEN RD.

                	 
      	
                  PLYMOUTH
      MEETING

                	 
      	
                  PA

                	 
      	
                  19462

                
	
                  PA-14L

                	 
      	
                  14
      LEE BLVD

                	 
      	
                  MALVERN

                	 
      	
                  PA

                	 
      	
                  19355

                
	
                  PA-151

                	 
      	
                  151
      SOUTH WARNER ROAD

                	 
      	
                  WAYNE

                	 
      	
                  PA

                	 
      	
                  19087

                
	
                  PA-15S

                	 
      	
                  1500
      SPRING GARDEN STREET

                	 
      	
                  PHILADELPHIA

                	 
      	
                  PA

                	 
      	
                  19130

                
	
                  PA-160

                	 
      	
                  1601
      MARKET ST

                	 
      	
                  PHILADELPHIA

                	 
      	
                  PA

                	 
      	
                  19103

                
	
                  PA-17R

                	 
      	
                  170
      ROBBINS ROAD

                	 
      	
                  DOWNINGTOWN

                	 
      	
                  PA

                	 
      	
                  19335

                
	
                  PA-19M

                	 
      	
                  1900
      MARKET ST

                	 
      	
                  PHILADELPHIA

                	 
      	
                  PA

                	 
      	
                  19103

                
	
                  PA-1AA

                	 
      	
                  1000
      ADAMS AVE

                	 
      	
                  NORRISTOWN

                	 
      	
                  PA

                	 
      	
                  19403

                
	
                  PA-1CH

                	 
      	
                  1001
      CEDAR HOLLOW RD

                	 
      	
                  MALVERN

                	 
      	
                  PA

                	 
      	
                  19355

                
	
                  PA-1WV

                	 
      	
                  1041
      WEST VALLEY RD

                	 
      	
                  WAYNE

                	 
      	
                  PA

                	 
      	
                  19087

                
	
                  PA-20K

                	 
      	
                  2000
      KUBACH DRIVE

                	 
      	
                  PHILADELPHIA

                	 
      	
                  PA

                	 
      	
                  19116

                
	
                  PA-20M

                	 
      	
                  2005
      MARKET STREET

                	 
      	
                  PHILADELPHIA

                	 
      	
                  PA

                	 
      	
                  19103

                
	
                  PA-22W

                	 
      	
                  229
      WILLOW AVE

                	 
      	
                  WAYNE

                	 
      	
                  PA

                	 
      	
                  19087

                
	
                  PA-233

                	 
      	
                  233
      SOUTH 10TH STREET

                	 
      	
                  PHILADELPHIA

                	 
      	
                  PA

                	 
      	
                  19107

                
	
                  PA-25B

                	 
      	
                  2561
      BERNVILLE RD

                	 
      	
                  READING

                	 
      	
                  PA

                	 
      	
                  19605

                
	
                  PA-29A

                	 
      	
                  2929
      ARCH ST

                	 
      	
                  PHILADELPHIA

                	 
      	
                  PA

                	 
      	
                  19104

                
	
                  PA-2KP

                	 
      	
                  201
      KING OF PRUSSIA RD

                	 
      	
                  RADNOR

                	 
      	
                  PA

                	 
      	
                  19087

                
	
                  PA-30C

                	 
      	
                  3000
      CABOT BLVD WEST

                	 
      	
                  LONGHORN

                	 
      	
                  PA

                	 
      	
                  19047

                
	
                  PA-33M

                	 
      	
                  330
      MARKET ST

                	 
      	
                  PHILADELPHIA

                	 
      	
                  PA

                	 
      	
                  19106

                
	
                  PA-33S

                	 
      	
                  15
      S 33RD ST

                	 
      	
                  PHILADELPHIA

                	 
      	
                  PA

                	 
      	
                  19104

                
	
                  PA-35R

                	 
      	
                  35
      RUNWAY ROAD

                	 
      	
                  LEVITTOWN

                	 
      	
                  PA

                	 
      	
                  19057

                
	
                  PA-3CP

                	 
      	
                  337
      CIRCLE OF PROGRESS DR.

                	 
      	
                  POTTSTOWN

                	 
      	
                  PA

                	 
      	
                  19464

                
	
                  PA-401

                	 
      	
                  401
      N BROAD STREET

                	 
      	
                  PHILADELPHIA

                	 
      	
                  PA

                	 
      	
                  19108

                
	
                  PA-40C

                	 
      	
                  401
      E. CITY LINE AVE.

                	 
      	
                  BALA
      CYNWYD

                	 
      	
                  PA

                	 
      	
                  19004

                
	
                  PA-40D

                	 
      	
                  400
      DEVON PARK DRIVE

                	 
      	
                  WAYNE

                	 
      	
                  PA

                	 
      	
                  19087

                
	
                  PA-40L

                	 
      	
                  40
      LIBERTY BLVD

                	 
      	
                  MALVERN

                	 
      	
                  PA

                	 
      	
                  19355

                
	
                  PA-40V

                	 
      	
                  400
      VANGUARD BLVD

                	 
      	
                  MALVERN

                	 
      	
                  PA

                	 
      	
                  19355

                
	
                  PA-45L

                	 
      	
                  45
      LIBERTY BOULEVARD

                	 
      	
                  MALVERN

                	 
      	
                  PA

                	 
      	
                  19355

                
	
                  PA-47L

                	 
      	
                  4775
      LEAGUE ISLAND BLVD

                	 
      	
                  PHILADELPHIA

                	 
      	
                  PA

                	 
      	
                  19112

                
	
                  PA-4DP

                	 
      	
                  455
      DEVON PARK DRIVE

                	 
      	
                  WAYNE

                	 
      	
                  PA

                	 
      	
                  19087

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  PA-50A

                	 
      	
                  500
      ARCOLA RD

                	 
      	
                  COLLEGEVILLE

                	 
      	
                  PA

                	 
      	
                  19426

                
	
                  PA-50M

                	 
      	
                  50
      MOREHALL ROAD

                	 
      	
                  MALVERN

                	 
      	
                  PA

                	 
      	
                  19355

                
	
                  PA-50V

                	 
      	
                  500
      VANGUARD BLVD

                	 
      	
                  MALVERN

                	 
      	
                  PA

                	 
      	
                  19355

                
	
                  PA-51V

                	 
      	
                  51
      VALLEY STREAM PARKWAY

                	 
      	
                  MALVERN

                	 
      	
                  PA

                	 
      	
                  19335

                
	
                  PA-52S

                	 
      	
                  52
      SWEDESFORD ROAD

                	 
      	
                  MALVERN

                	 
      	
                  PA

                	 
      	
                  19355

                
	
                  PA-53W

                	 
      	
                  510-530
      WALNUT

                	 
      	
                  PHILADELPHIA

                	 
      	
                  PA

                	 
      	
                  19103

                
	
                  PA-55C

                	 
      	
                  555
      CROTON ROAD

                	 
      	
                  KING
      OF PRUSSIA

                	 
      	
                  PA

                	 
      	
                  19406

                
	
                  PA-60C

                	 
      	
                  600
      CHESTERFIELD BLVD

                	 
      	
                  WAYNE

                	 
      	
                  PA

                	 
      	
                  19355

                
	
                  PA-68R

                	 
      	
                  680
      W. RIDGE PIKE

                	 
      	
                  PLYMOUTH
      MEETING

                	 
      	
                  PA

                	 
      	
                  19462

                
	
                  PA-6KP

                	 
      	
                  610
      KING OF PRUSSIA RD

                	 
      	
                  WAYNE

                	 
      	
                  PA

                	 
      	
                  19087

                
	
                  PA-6MR

                	 
      	
                  60
      MOREHALL ROAD

                	 
      	
                  MALVERN

                	 
      	
                  PA

                	 
      	
                  19355

                
	
                  PA-6WG

                	 
      	
                  660
      WEST GERMANTOWN PIKE

                	 
      	
                  PLYMOUTH
      MEETING

                	 
      	
                  PA

                	 
      	
                  19462

                
	
                  PA-80V

                	 
      	
                  800
      VANGUARD BLVD

                	 
      	
                  MALVERN

                	 
      	
                  PA

                	 
      	
                  19355

                
	
                  PA-81S

                	 
      	
                  812
      SPRINGDALE DRIVE

                	 
      	
                  EXTON

                	 
      	
                  PA

                	 
      	
                  19341

                
	
                  PA-H01

                	 
      	
                  CONRAIL
      - MP-0+0000

                	 
      	
                  PHILADELPHIA

                	 
      	
                  PA

                	 
      	
                  19103

                
	
                  PA-H02

                	 
      	
                  RIVER
      ROAD REGEN STATION

                	 
      	
                  BRIDGEPORT

                	 
      	
                  PA

                	 
      	
                  19128

                
	
                  PA-H03

                	 
      	
                  LONG
      ROAD JUNCTION STATION

                	 
      	
                  KING
      OF PRUSSIA

                	 
      	
                  PA

                	 
      	
                  19406

                
	
                  PA-H04

                	 
      	
                  WHITEL
      REGEN STATION

                	 
      	
                  MALVERN

                	 
      	
                  PA

                	 
      	
                  19355

                
	
                  PA-H06

                	 
      	
                  WOODBOURNE
      ROAD

                	 
      	
                  LANGHORNE

                	 
      	
                  PA

                	 
      	
                  19047

                
	
                  PA-LOC

                	 
      	
                  2401
      LOCUST STREET

                	 
      	
                  PHILADELPHIA

                	 
      	
                  PA

                	 
      	
                  19103

                
	
                  PA-X01

                	 
      	
                  11635
      W. GREEN RD

                	 
      	
                  WATERFORD

                	 
      	
                  PA

                	 
      	
                  16441

                
	
                  PA-Y61

                	 
      	
                  1020
      WALNUT STREET

                	 
      	
                  PHILADELPHIA

                	 
      	
                  PA

                	 
      	
                  19107

                
	
                  RI-304

                	 
      	
                  304
      CARPENTER ST

                	 
      	
                  PROVIDENCE

                	 
      	
                  RI

                	 
      	
                  02909

                
	
                  RI-H01

                	 
      	
                  NW
      K FACTORY RD & SHUMANKANUC

                	 
      	
                  CHARLESTOWN

                	 
      	
                  RI

                	 
      	
                  02813

                
	
                  SC-X01

                	 
      	
                  INT
      OF W ST JOHN ST AND N CHURCH ST

                	 
      	
                  SPARTANSBURG

                	 
      	
                  SC

                	 
      	
                  29306

                
	
                  SC-X02

                	 
      	
                  2154
      TEMPLETON ROAD

                	 
      	
                  YORK

                	 
      	
                  SC

                	 
      	
                  29710

                
	
                  SC-X03

                	 
      	
                  9744
      AUGUSTA ROAD

                	 
      	
                  ANDERSON

                	 
      	
                  SC

                	 
      	
                  29669

                
	
                  TX-10C

                	 
      	
                  100
      N CENTRAL EXPY

                	 
      	
                  RICHARDSON

                	 
      	
                  TX

                	 
      	
                  75080

                
	
                  TX-10J

                	 
      	
                  1009
      JUPITER ROAD

                	 
      	
                  PLANO

                	 
      	
                  TX

                	 
      	
                  75074

                
	
                  TX-10L

                	 
      	
                  1001
      LOUISANA ST

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77002

                
	
                  TX-10R

                	 
      	
                  100
      E. ROYAL LANE

                	 
      	
                  IRVING

                	 
      	
                  TX

                	 
      	
                  75039

                
	
                  TX-10S

                	 
      	
                  1011
      SAN JACINTO BLVD

                	 
      	
                  AUSTIN

                	 
      	
                  TX

                	 
      	
                  78701

                
	
                  TX-10T

                	 
      	
                  1001
      TEXAS ST

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77002

                
	
                  TX-11E

                	 
      	
                  1100
      EMPIRE CENTRAL PL

                	 
      	
                  DALLAS

                	 
      	
                  TX

                	 
      	
                  75247

                
	
                  TX-11F

                	 
      	
                  1111
      FANNIN ST

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77002

                
	
                  TX-11H

                	 
      	
                  1124
      HARDY RD

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77020

                
	
                  TX-11N

                	 
      	
                  1110
      NASA ROAD 1

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77058

                
	
                  TX-11S

                	 
      	
                  110
      WEST 7TH STREET

                	 
      	
                  FORT
      WORTH

                	 
      	
                  TX

                	 
      	
                  76102

                
	
                  TX-11W

                	 
      	
                  11830
      WEBB CHAPEL ROAD

                	 
      	
                  DALLAS

                	 
      	
                  TX

                	 
      	
                  75234

                
	
                  TX-121

                	 
      	
                  2501
      SH 121

                	 
      	
                  LEWISVILLE

                	 
      	
                  TX

                	 
      	
                  75067

                
	
                  TX-123

                	 
      	
                  1230
      GENOA ST.

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77034

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  TX-12A

                	 
      	
                  1232
      ALMA ROAD

                	 
      	
                  RICHARDSON

                	 
      	
                  TX

                	 
      	
                  75081

                
	
                  TX-12K

                	 
      	
                  12301
      KURLAND DR

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77034

                
	
                  TX-12M

                	 
      	
                  1201
      MAIN ST

                	 
      	
                  DALLAS

                	 
      	
                  TX

                	 
      	
                  75202

                
	
                  TX-12N

                	 
      	
                  12033
      NORTHWEST FWY

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77092

                
	
                  TX-136

                	 
      	
                  13645
      OMEGA RD

                	 
      	
                  FARMERS
      BRANCH

                	 
      	
                  TX

                	 
      	
                  75244

                
	
                  TX-13B

                	 
      	
                  1311
      BROADFIELD BLVD

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77084

                
	
                  TX-13D

                	 
      	
                  13800
      DIPLOMAT DR

                	 
      	
                  FARMERS
      BRANCH

                	 
      	
                  TX

                	 
      	
                  75006

                
	
                  TX-13E

                	 
      	
                  1390
      ENCLAVE PKWY

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77077

                
	
                  TX-13F

                	 
      	
                  1301
      FANNIN ST

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77002

                
	
                  TX-13W

                	 
      	
                  1309
      W 15TH STREET

                	 
      	
                  PLANO

                	 
      	
                  TX

                	 
      	
                  75075

                
	
                  TX-140

                	 
      	
                  14070
      COUNTY RD 474

                	 
      	
                  LINDALE

                	 
      	
                  TX

                	 
      	
                  75771

                
	
                  TX-14C

                	 
      	
                  14125
      CICERO ROAD

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77095

                
	
                  TX-14G

                	 
      	
                  1460
      NORTH GLENVILLE DR

                	 
      	
                  RICHARDSON

                	 
      	
                  TX

                	 
      	
                  75081

                
	
                  TX-151

                	 
      	
                  15149
      I-20

                	 
      	
                  WILLS
      POINT

                	 
      	
                  TX

                	 
      	
                  75169

                
	
                  TX-15D

                	 
      	
                  15301
      DALLAS PARKWAY

                	 
      	
                  ADDISON

                	 
      	
                  TX

                	 
      	
                  75001

                
	
                  TX-15F

                	 
      	
                  15051
      FAA BLVD

                	 
      	
                  FORT
      WORTH

                	 
      	
                  TX

                	 
      	
                  76155

                
	
                  TX-15H

                	 
      	
                  11415
      STATE HWY 6

                	 
      	
                  HEARNE

                	 
      	
                  TX

                	 
      	
                  77859

                
	
                  TX-15K

                	 
      	
                  15915
      KATY FRWY

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77094

                
	
                  TX-15L

                	 
      	
                  1507
      LBJ FRWY

                	 
      	
                  DALLAS

                	 
      	
                  TX

                	 
      	
                  75234

                
	
                  TX-16Q

                	 
      	
                  16301
      QUORUM DR

                	 
      	
                  ADDISON

                	 
      	
                  TX

                	 
      	
                  75001

                
	
                  TX-16S

                	 
      	
                  1600
      SMITH ST

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77002

                
	
                  TX-17A

                	 
      	
                  1700
      ALMA DRIVE

                	 
      	
                  PLANO

                	 
      	
                  TX

                	 
      	
                  75075

                
	
                  TX-17B

                	 
      	
                  1700
      SUMMIT AVENUE

                	 
      	
                  PLANO

                	 
      	
                  TX

                	 
      	
                  75074

                
	
                  TX-18L

                	 
      	
                  1801
      N LAMAR ST

                	 
      	
                  DALLAS

                	 
      	
                  TX

                	 
      	
                  75202

                
	
                  TX-19M

                	 
      	
                  1935
      MEDICAL DISTRICT DRIVE

                	 
      	
                  DALLAS

                	 
      	
                  TX

                	 
      	
                  75235

                
	
                  TX-19S

                	 
      	
                  1950
      N STEMMONS FREEWAY

                	 
      	
                  DALLAS

                	 
      	
                  TX

                	 
      	
                  75207

                
	
                  TX-1BR

                	 
      	
                  1800
      BRUTON RD.

                	 
      	
                  BALCH
      SPRINGS

                	 
      	
                  TX

                	 
      	
                  75180

                
	
                  TX-1CO

                	 
      	
                  1122
      COLORADO ST

                	 
      	
                  AUSTIN

                	 
      	
                  TX

                	 
      	
                  78701

                
	
                  TX-1FA

                	 
      	
                  14901
      FAA BLVD

                	 
      	
                  FORT
      WORTH

                	 
      	
                  TX

                	 
      	
                  76155

                
	
                  TX-1FW

                	 
      	
                  12650
      FEATHERWOOD DRIVE

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77034

                
	
                  TX-1LS

                	 
      	
                  1201
      LOUISIANA ST

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77002

                
	
                  TX-1NG

                	 
      	
                  1680
      N GLENVILLE DR

                	 
      	
                  RICHARDSON

                	 
      	
                  TX

                	 
      	
                  75081

                
	
                  TX-1NM

                	 
      	
                  120
      NORTH MAIN STREET

                	 
      	
                  BRYAN

                	 
      	
                  TX

                	 
      	
                  77803

                
	
                  TX-1PO

                	 
      	
                  1360
      S POST OAK LN

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77056

                
	
                  TX-1RL

                	 
      	
                  1801
      ROYAL LANE

                	 
      	
                  DALLAS

                	 
      	
                  TX

                	 
      	
                  75229

                
	
                  TX-1TS

                	 
      	
                  100
      TAYLOR ST

                	 
      	
                  SAN
      ANTONIO

                	 
      	
                  TX

                	 
      	
                  78205

                
	
                  TX-1WL

                	 
      	
                  1800
      WEST LOOP S

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77027

                
	
                  TX-20C

                	 
      	
                  200
      CRESCENT COURT

                	 
      	
                  DALLAS

                	 
      	
                  TX

                	 
      	
                  75201

                
	
                  TX-20L

                	 
      	
                  2020
      LIVE OAK ST

                	 
      	
                  DALLAS

                	 
      	
                  TX

                	 
      	
                  75201

                
	
                  TX-21C

                	 
      	
                  2105
      CITYWEST BOULEVARD

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77042

                
	
                  TX-22B

                	 
      	
                  222
      BENMAR DRIVE

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77060

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  TX-22C

                	 
      	
                  2200
      CHEMSEARCH BLVD.

                	 
      	
                  IRVING

                	 
      	
                  TX

                	 
      	
                  75062

                
	
                  TX-22G

                	 
      	
                  2233
      E GRAUWYLER RD

                	 
      	
                  IRVING

                	 
      	
                  TX

                	 
      	
                  75061

                
	
                  TX-22M

                	 
      	
                  3
      MI S OF US HWY 22

                	 
      	
                  MERTENS

                	 
      	
                  TX

                	 
      	
                  76666

                
	
                  TX-23B

                	 
      	
                  2323
      BRYAN ST

                	 
      	
                  DALLAS

                	 
      	
                  TX

                	 
      	
                  75201

                
	
                  TX-23P

                	 
      	
                  2300
      W. PLANO PARKWAY

                	 
      	
                  PLANO

                	 
      	
                  TX

                	 
      	
                  75075

                
	
                  TX-24M

                	 
      	
                  2440
      MARSH LANE

                	 
      	
                  CARROLLTON

                	 
      	
                  TX

                	 
      	
                  75006

                
	
                  TX-24W

                	 
      	
                  2425
      WYMAN ST

                	 
      	
                  DALLAS

                	 
      	
                  TX

                	 
      	
                  75235

                
	
                  TX-25H

                	 
      	
                  HWY
      6 & CR 251

                	 
      	
                  HAMMOND

                	 
      	
                  TX

                	 
      	
                  76629

                
	
                  TX-27A

                	 
      	
                  2727
      ALLEN PARKWAY

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77019

                
	
                  TX-27E

                	 
      	
                  2716
      EAST 5TH STREET

                	 
      	
                  AUSTIN

                	 
      	
                  TX

                	 
      	
                  78702

                
	
                  TX-27G

                	 
      	
                  2701
      E GRAUWYLER

                	 
      	
                  DALLAS

                	 
      	
                  TX

                	 
      	
                  75061

                
	
                  TX-27L

                	 
      	
                  2702
      LOVE FIELD DRIVE

                	 
      	
                  DALLAS

                	 
      	
                  TX

                	 
      	
                  75235

                
	
                  TX-29F

                	 
      	
                  3929
      W US HWY 90

                	 
      	
                  FLATONIA

                	 
      	
                  TX

                	 
      	
                  78941

                
	
                  TX-29I

                	 
      	
                  2993
      IRVING BLVD

                	 
      	
                  IRVING

                	 
      	
                  TX

                	 
      	
                  75247

                
	
                  TX-2CW

                	 
      	
                  2500
      CITYWEST BOULEVARD

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77042

                
	
                  TX-2JC

                	 
      	
                  250
      E JOHN CARPENTER FWY

                	 
      	
                  IRVING

                	 
      	
                  TX

                	 
      	
                  75062

                
	
                  TX-2PB

                	 
      	
                  2450
      E PRESIDENT GEORGE BUSH HWY

                	 
      	
                  RICHARDSON

                	 
      	
                  TX

                	 
      	
                  75082

                
	
                  TX-300

                	 
      	
                  3000
      S POST OAK ROAD

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77056

                
	
                  TX-307

                	 
      	
                  307
      W 7TH ST

                	 
      	
                  FORT
      WORTH

                	 
      	
                  TX

                	 
      	
                  76102

                
	
                  TX-30B

                	 
      	
                  30511
      KATY BROOKSHIRE RD

                	 
      	
                  BROOKSHIRE

                	 
      	
                  TX

                	 
      	
                  77423

                
	
                  TX-30R

                	 
      	
                  3050
      REGENT BLVD

                	 
      	
                  IRVING

                	 
      	
                  TX

                	 
      	
                  75063

                
	
                  TX-31B

                	 
      	
                  3120
      BUFFALO SPEEDWAY

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77098

                
	
                  TX-31I

                	 
      	
                  3180
      IRVING BLVD

                	 
      	
                  DALLAS

                	 
      	
                  TX

                	 
      	
                  75247

                
	
                  TX-32M

                	 
      	
                  3232
      MCKINNEY AVE.

                	 
      	
                  DALLAS

                	 
      	
                  TX

                	 
      	
                  75201

                
	
                  TX-333

                	 
      	
                  10333
      RICHMOND AVE

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77042

                
	
                  TX-33C

                	 
      	
                  333
      CLAY AVE

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77002

                
	
                  TX-33R

                	 
      	
                  3300
      REAGAN ST

                	 
      	
                  DALLAS

                	 
      	
                  TX

                	 
      	
                  75219

                
	
                  TX-34W

                	 
      	
                  506
      EAST LOOP 340

                	 
      	
                  WACO

                	 
      	
                  TX

                	 
      	
                  76705

                
	
                  TX-36M

                	 
      	
                  1435
      FM 2336

                	 
      	
                  MCDADE

                	 
      	
                  TX

                	 
      	
                  78650

                
	
                  TX-36S

                	 
      	
                  3693
      SOUTHWEST FRWY

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77027

                
	
                  TX-37K

                	 
      	
                  3701
      KIRBY DRIVE

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77098

                
	
                  TX-38M

                	 
      	
                  3801
      MAIN STREET

                	 
      	
                  DALLAS

                	 
      	
                  TX

                	 
      	
                  75226

                
	
                  TX-39B

                	 
      	
                  390
      BENMAR DRIVE

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77060

                
	
                  TX-39G

                	 
      	
                  3930
      GIBSON STREET

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77007

                
	
                  TX-3BR

                	 
      	
                  3960
      BRAXTON DRIVE

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77063

                
	
                  TX-3CA

                	 
      	
                  315
      CAPITOL ST.

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77002

                
	
                  TX-3CO

                	 
      	
                  301
      COMMERCE ST

                	 
      	
                  FORT
      WORTH

                	 
      	
                  TX

                	 
      	
                  76102

                
	
                  TX-3CW

                	 
      	
                  2103
      CITYWEST BLVD

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77042

                
	
                  TX-3DP

                	 
      	
                  16633
      DALLAS PARKWAY

                	 
      	
                  ADDISON

                	 
      	
                  TX

                	 
      	
                  75001

                
	
                  TX-3GP

                	 
      	
                  3
      GREENWAY PLZ

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77046

                
	
                  TX-3IB

                	 
      	
                  3000
      IRVING BOULEVARD

                	 
      	
                  DALLAS

                	 
      	
                  TX

                	 
      	
                  75247

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  TX-40A

                	 
      	
                  400
      S AKARD ST

                	 
      	
                  DALLAS

                	 
      	
                  TX

                	 
      	
                  75202

                
	
                  TX-40M

                	 
      	
                  4025
      MIDWAY RD.

                	 
      	
                  CARROLTON

                	 
      	
                  TX

                	 
      	
                  75007

                
	
                  TX-40S

                	 
      	
                  400
      N SAM HOUSTON PKWY

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77060

                
	
                  TX-41A

                	 
      	
                  4151
      AMON CARTER BLVD

                	 
      	
                  FORT
      WORTH

                	 
      	
                  TX

                	 
      	
                  76155

                
	
                  TX-41F

                	 
      	
                  12941
      NORTHWEST FREEWAY

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77060

                
	
                  TX-41K

                	 
      	
                  2541
      EAST US HWY 90

                	 
      	
                  KINGSBURY

                	 
      	
                  TX

                	 
      	
                  78638

                
	
                  TX-42A

                	 
      	
                  4211-A
      SOUTHWEST FREEWAY

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77027

                
	
                  TX-42M

                	 
      	
                  4200
      MONTROSE BLVD

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77006

                
	
                  TX-42S

                	 
      	
                  4201
      SOUTHWEST FREEWAY

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77027

                
	
                  TX-48C

                	 
      	
                  10548
      STATE HWY 21 E

                	 
      	
                  CALDWELL

                	 
      	
                  TX

                	 
      	
                  77836

                
	
                  TX-48S

                	 
      	
                  4801
      SPRING VALLEY

                	 
      	
                  DALLAS

                	 
      	
                  TX

                	 
      	
                  75244

                
	
                  TX-49L

                	 
      	
                  4970
      LANDMARK

                	 
      	
                  DALLAS

                	 
      	
                  Tx

                	 
      	
                  75254

                
	
                  TX-4CP

                	 
      	
                  4729
      CENTER POINT RD

                	 
      	
                  SAN
      MARCOS

                	 
      	
                  TX

                	 
      	
                  78666

                
	
                  TX-4GP

                	 
      	
                  4
      GREENWAY PLZ

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77046

                
	
                  TX-4WE

                	 
      	
                  421
      WEST 3RD ST

                	 
      	
                  FORT
      WORTH

                	 
      	
                  TX

                	 
      	
                  76102

                
	
                  TX-50S

                	 
      	
                  5080
      SPECTRUM DRIVE; WEST TOWER

                	 
      	
                  DALLAS

                	 
      	
                  TX

                	 
      	
                  75001

                
	
                  TX-50V

                	 
      	
                  501
      VALLEY VIEW

                	 
      	
                  IRVING

                	 
      	
                  TX

                	 
      	
                  75061

                
	
                  TX-50Y

                	 
      	
                  508
      YOUNG STREET

                	 
      	
                  DALLAS

                	 
      	
                  TX

                	 
      	
                  75202

                
	
                  TX-51S

                	 
      	
                  5151
      SAN FELIPE ST

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77056

                
	
                  TX-555

                	 
      	
                  5555
      SAN FELIPE ST

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77056

                
	
                  TX-57T

                	 
      	
                  5700
      TENNYSON PARKWAY

                	 
      	
                  PLANO

                	 
      	
                  TX

                	 
      	
                  75024

                
	
                  TX-57Y

                	 
      	
                  570
      YOUNG ST.

                	 
      	
                  DALLAS

                	 
      	
                  TX

                	 
      	
                  75202

                
	
                  TX-58F

                	 
      	
                  5847
      SAN FELIPE ST

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77057

                
	
                  TX-58G

                	 
      	
                  5800
      GRANITE PKWY SUITE 170 1S

                	 
      	
                  PLANO

                	 
      	
                  TX

                	 
      	
                  75024

                
	
                  TX-5D1

                	 
      	
                  5400
      LEGACY DRIVE BUILDING D1

                	 
      	
                  PLANO

                	 
      	
                  TX

                	 
      	
                  75024

                
	
                  TX-5D5

                	 
      	
                  5400
      LEGACY DRIVE BUILDING D5

                	 
      	
                  PLANO

                	 
      	
                  TX

                	 
      	
                  75024

                
	
                  TX-5GP

                	 
      	
                  5
      GREENWAY PLZ

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77046

                
	
                  TX-5LB

                	 
      	
                  5005
      LBJ FRWY

                	 
      	
                  FARMERS
      BRANCH

                	 
      	
                  TX

                	 
      	
                  75244

                
	
                  TX-5PP

                	 
      	
                  5000
      PLANO PKWY

                	 
      	
                  CARROLTON

                	 
      	
                  TX

                	 
      	
                  75010

                
	
                  TX-5WW

                	 
      	
                  5150
      WESTWAY PARK BLVD

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77041

                
	
                  TX-601

                	 
      	
                  1601
      ELM ST

                	 
      	
                  DALLAS

                	 
      	
                  TX

                	 
      	
                  75201

                
	
                  TX-60C

                	 
      	
                  6011
      CONNECTION DRIVE

                	 
      	
                  IRVING

                	 
      	
                  TX

                	 
      	
                  75039

                
	
                  TX-60D

                	 
      	
                  600
      DATA DRIVE

                	 
      	
                  PLANO

                	 
      	
                  TX

                	 
      	
                  75075

                
	
                  TX-60J

                	 
      	
                  600
      JEFFERSON ST

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77002

                
	
                  TX-60L

                	 
      	
                  600
      E LAS COLINAS

                	 
      	
                  IRVING

                	 
      	
                  TX

                	 
      	
                  75039

                
	
                  TX-62C

                	 
      	
                  6021
      CONNECTIOIN DR.

                	 
      	
                  IRVING

                	 
      	
                  TX

                	 
      	
                  75039

                
	
                  TX-63C

                	 
      	
                  6031
      CONNECTION DRIVE

                	 
      	
                  IRVING

                	 
      	
                  TX

                	 
      	
                  75039

                
	
                  TX-66G

                	 
      	
                  6677
      N GESSNER ST

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77040

                
	
                  TX-66L

                	 
      	
                  6606
      LBJ FRWY

                	 
      	
                  DALLAS

                	 
      	
                  TX

                	 
      	
                  75240

                
	
                  TX-66R

                	 
      	
                  6630
      ROXBURGH DRIVE

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77041

                
	
                  TX-69D

                	 
      	
                  6900
      DALLAS PARKWAY

                	 
      	
                  PLANO

                	 
      	
                  TX

                	 
      	
                  75024

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  TX-6LD

                	 
      	
                  6000
      LEGACY DRIVE

                	 
      	
                  PLANO

                	 
      	
                  TX

                	 
      	
                  75024

                
	
                  TX-6LG

                	 
      	
                  6300
      LEGACY DRIVE

                	 
      	
                  PLANO

                	 
      	
                  TX

                	 
      	
                  75024

                
	
                  TX-70P

                	 
      	
                  7000
      PARKWOOD BLVD

                	 
      	
                  PLANO

                	 
      	
                  TX

                	 
      	
                  75024

                
	
                  TX-711

                	 
      	
                  711
      LOUISIANA ST

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77002

                
	
                  TX-71T

                	 
      	
                  717
      TEXAS AVENUE

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77002

                
	
                  TX-720

                	 
      	
                  700
      E ARAPAHO ROAD

                	 
      	
                  RICHARDSON

                	 
      	
                  TX

                	 
      	
                  75081

                
	
                  TX-72A

                	 
      	
                  7210
      ARDMORE ST

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77054

                
	
                  TX-73I

                	 
      	
                  730
      E INTERNATIONAL, TELCO RM

                	 
      	
                  RICHARDSON

                	 
      	
                  TX

                	 
      	
                  75081

                
	
                  TX-74S

                	 
      	
                  7401
      SECURITY DRIVE

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77040

                
	
                  TX-757

                	 
      	
                  757
      N ELDRIDGE PKWY

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77079

                
	
                  TX-75C

                	 
      	
                  750
      CANYON DRIVE

                	 
      	
                  COPPELL

                	 
      	
                  TX

                	 
      	
                  75019

                
	
                  TX-76P

                	 
      	
                  7601
      PRESTON ROAD

                	 
      	
                  PLANO

                	 
      	
                  TX

                	 
      	
                  75024

                
	
                  TX-77W

                	 
      	
                  777
      WALKER ST

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77002

                
	
                  TX-7BW

                	 
      	
                  7401
      E BEN WHITE BLVD, BLDG 8

                	 
      	
                  AUSTIN

                	 
      	
                  TX

                	 
      	
                  78741

                
	
                  TX-7JC

                	 
      	
                  7505
      E JOHN CARPENTER

                	 
      	
                  DALLAS

                	 
      	
                  TX

                	 
      	
                  75247

                
	
                  TX-801

                	 
      	
                  801
      TEXAS AVENUE

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77002

                
	
                  TX-808

                	 
      	
                  808
      110TH STREET

                	 
      	
                  ARLINGTON

                	 
      	
                  TX

                	 
      	
                  76011

                
	
                  TX-80I

                	 
      	
                  801
      INDUSTRIAL BLVD.

                	 
      	
                  GRAPEVINE

                	 
      	
                  TX

                	 
      	
                  76051

                
	
                  TX-80P

                	 
      	
                  1980
      POST OAK BLVD

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77056

                
	
                  TX-81R

                	 
      	
                  811
      RUSK ST

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77002

                
	
                  TX-84S

                	 
      	
                  8435
      STEMMONS FRWY

                	 
      	
                  DALLAS

                	 
      	
                  TX

                	 
      	
                  75247

                
	
                  TX-855

                	 
      	
                  855
      GREENS PARKWAY

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77067

                
	
                  TX-85F

                	 
      	
                  12085
      N FREEWAY

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77060

                
	
                  TX-85P

                	 
      	
                  8500
      FREEPORT PARKWAY

                	 
      	
                  IRVING

                	 
      	
                  TX

                	 
      	
                  75063

                
	
                  TX-87K

                	 
      	
                  8730
      KING GEORGE

                	 
      	
                  DALLAS

                	 
      	
                  TX

                	 
      	
                  75235

                
	
                  TX-87T

                	 
      	
                  8787
      TALLYHO RD

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77061

                
	
                  TX-8CC

                	 
      	
                  8
      CAMPUS CIRCLE

                	 
      	
                  WESTLAKE

                	 
      	
                  TX

                	 
      	
                  76262

                
	
                  TX-8HA

                	 
      	
                  8611
      HILLCREST AVE

                	 
      	
                  DALLAS

                	 
      	
                  TX

                	 
      	
                  75225

                
	
                  TX-8RR

                	 
      	
                  8333
      ROYAL RIDGE PKWY

                	 
      	
                  IRVING

                	 
      	
                  TX

                	 
      	
                  75063

                
	
                  TX-8WG

                	 
      	
                  801
      WEST GREENS RD

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77067

                
	
                  TX-90G

                	 
      	
                  900
      GRAND PLAZA

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77002

                
	
                  TX-91C

                	 
      	
                  1291
      W US HWY 90

                	 
      	
                  COLUMBUS

                	 
      	
                  TX

                	 
      	
                  78934

                
	
                  TX-91L

                	 
      	
                  910
      LOUISIANA ST

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77002

                
	
                  TX-93L

                	 
      	
                  931
      LITSEY ROAD

                	 
      	
                  ROANOKE

                	 
      	
                  TX

                	 
      	
                  76262

                
	
                  TX-95F

                	 
      	
                  955
      FREEPORT PARKWAY

                	 
      	
                  COPPELL

                	 
      	
                  TX

                	 
      	
                  75019

                
	
                  TX-97B

                	 
      	
                  9700
      BISSONNET ST

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77036

                
	
                  TX-9GP

                	 
      	
                  9
      GREENWAY PLZ

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77046

                
	
                  TX-BFA

                	 
      	
                  14101
      ASTON ST

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77040

                
	
                  TX-BJA

                	 
      	
                  1308
      RICHMOND AVE

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77006

                
	
                  TX-BMO

                	 
      	
                  4068
      BELLAIRE BLVD

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77025

                
	
                  TX-BO8

                	 
      	
                  3303
      WESLAYAN ST

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77027

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  TX-BOX

                	 
      	
                  710
      BERRY RD

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77022

                
	
                  TX-CHV

                	 
      	
                  1301
      MCKINNEY

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77010

                
	
                  TX-DPK

                	 
      	
                  14221
      DALLAS PARKWAY

                	 
      	
                  DALLAS

                	 
      	
                  TX

                	 
      	
                  75254

                
	
                  TX-L26

                	 
      	
                  1001
      EAST CAMPBELL RD.

                	 
      	
                  RICHARDSON

                	 
      	
                  TX

                	 
      	
                  75081

                
	
                  TX-L82

                	 
      	
                  200
      EAST LOOP 820 NORTH

                	 
      	
                  FORT
      WORTH

                	 
      	
                  TX

                	 
      	
                  76112

                
	
                  TX-NAY

                	 
      	
                  1101
      NAYLOR ST

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77002

                
	
                  TX-O07

                	 
      	
                  12175
      NORTH FRWY

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77060

                
	
                  TX-O09

                	 
      	
                  293
      N MAIN ST

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77002

                
	
                  TX-OMD

                	 
      	
                  13647
      OMEGA DR.

                	 
      	
                  FARMERS
      BRANCH

                	 
      	
                  TX

                	 
      	
                  75244

                
	
                  TX-SRW

                	 
      	
                  1150
      SOLON RD

                	 
      	
                  WAXAHACHIE

                	 
      	
                  TX

                	 
      	
                  75165

                
	
                  TX-TRC

                	 
      	
                  3500
      NORTH TERMINAL DR.; TERMIANL C

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77032

                
	
                  TX-TRE

                	 
      	
                  3500
      NORTH TERMINAL DR.; TERMINAL E

                	 
      	
                  HOUSTON

                	 
      	
                  TX

                	 
      	
                  77032

                
	
                  TX-X01

                	 
      	
                  1203
      NORTH FRIO STREET

                	 
      	
                  SAN
      ANTONIO

                	 
      	
                  TX

                	 
      	
                  78207

                
	
                  TX-X02

                	 
      	
                  1291
      LASCA ROAD

                	 
      	
                  FORT
      HANCOCK

                	 
      	
                  TX

                	 
      	
                  79839

                
	
                  TX-X03

                	 
      	
                  14338
      US HIGHWAY 90

                	 
      	
                  VALENTINE

                	 
      	
                  TX

                	 
      	
                  79854

                
	
                  TX-X05

                	 
      	
                  15402
      US HIGHWAY 90 EAST

                	 
      	
                  BRACKETVILLE

                	 
      	
                  TX

                	 
      	
                  78832

                
	
                  TX-X06

                	 
      	
                  16108
      S. IH 45 WEST

                	 
      	
                  STREETMAN

                	 
      	
                  TX

                	 
      	
                  75859

                
	
                  TX-X07

                	 
      	
                  16533
      IH 45 NORTH

                	 
      	
                  WILLIS

                	 
      	
                  TX

                	 
      	
                  77378

                
	
                  TX-X08

                	 
      	
                  20805
      FM 362

                	 
      	
                  WALLER

                	 
      	
                  TX

                	 
      	
                  77484

                
	
                  TX-X09

                	 
      	
                  2230
      HIGHWAY 290 EAST

                	 
      	
                  MCDADE

                	 
      	
                  TX

                	 
      	
                  78650

                
	
                  TX-X10

                	 
      	
                  22313
      US HIGHWAY 90

                	 
      	
                  ALPINE

                	 
      	
                  TX

                	 
      	
                  79830

                
	
                  TX-X14

                	 
      	
                  HIGHWAY
      105

                	 
      	
                  SOUR
      LAKE

                	 
      	
                  TX

                	 
      	
                  77659

                
	
                  TX-X15

                	 
      	
                  3004
      FM 1104

                	 
      	
                  KINGSBURY

                	 
      	
                  TX

                	 
      	
                  78838

                
	
                  TX-X16

                	 
      	
                  33838
      US HIGHWAY 90 WEST

                	 
      	
                  COMSTOCK

                	 
      	
                  TX

                	 
      	
                  78837

                
	
                  TX-X17

                	 
      	
                  33902
      HUFFMAN-CLEVELAND ROAD

                	 
      	
                  HUFFMAN

                	 
      	
                  TX

                	 
      	
                  77336

                
	
                  TX-X18

                	 
      	
                  3910
      IH 45 NORTH

                	 
      	
                  ENNIS

                	 
      	
                  TX

                	 
      	
                  75120

                
	
                  TX-X23

                	 
      	
                  3280
      CR 4514

                	 
      	
                  HONDO

                	 
      	
                  TX

                	 
      	
                  78861

                
	
                  TX-X24

                	 
      	
                  500
      CHICON STREET

                	 
      	
                  AUSTIN

                	 
      	
                  TX

                	 
      	
                  78702

                
	
                  TX-X25

                	 
      	
                  501
      WEST OVERLAND AVENUE

                	 
      	
                  EL
      PASO

                	 
      	
                  TX

                	 
      	
                  79901

                
	
                  TX-X26

                	 
      	
                  538
      EAST HIGHWAY 90

                	 
      	
                  SANDERSON

                	 
      	
                  TX

                	 
      	
                  79848

                
	
                  TX-X27

                	 
      	
                  55
      WILDFLOWER ROAD

                	 
      	
                  BRENHAM

                	 
      	
                  TX

                	 
      	
                  77833

                
	
                  TX-X30

                	 
      	
                  HIGHWAY
      62 SOUTH

                	 
      	
                  BUNA

                	 
      	
                  TX

                	 
      	
                  77612

                
	
                  TX-X31

                	 
      	
                  ROUTE
      2 BOX 213

                	 
      	
                  MADISONVILLE

                	 
      	
                  TX

                	 
      	
                  77864

                
	
                  TX-X33

                	 
      	
                  400
      SOUTH ACKARD

                	 
      	
                  DALLAS

                	 
      	
                  TX

                	 
      	
                  75202

                
	
                  TX-X34

                	 
      	
                  5303
      I-35 NORTH

                	 
      	
                  DENTON

                	 
      	
                  TX

                	 
      	
                  76201

                
	
                  UT-5HG

                	 
      	
                  5035
      W HAROLD GATTY DR

                	 
      	
                  SALT
      LAKE CITY

                	 
      	
                  UT

                	 
      	
                  84116

                
	
                  UT-X01

                	 
      	
                  15516
      WEST ROWLEY ROAD

                	 
      	
                  TOOELE

                	 
      	
                  UT

                	 
      	
                  84002

                
	
                  UT-X02

                	 
      	
                  3131
      EAST FRONTAGE ROAD

                	 
      	
                  WENDOVER

                	 
      	
                  UT

                	 
      	
                  84083

                
	
                  UT-X14

                	 
      	
                  1779
      SE WANSHIP ROAD

                	 
      	
                  COALVILLE

                	 
      	
                  UT

                	 
      	
                  84014

                
	
                  VA-116

                	 
      	
                  11600
      SUNRISE VALLEY DRIVE

                	 
      	
                  RESTON

                	 
      	
                  VA

                	 
      	
                  20191

                
	
                  VA-11D

                	 
      	
                  11950
      DEMOCRACY DRIVE

                	 
      	
                  RESTON

                	 
      	
                  VA

                	 
      	
                  20190

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
 

    
      
        
          	
                  VA-12F

                	 
      	
                  12900
      FEDERAL SYSTEMS PARK DR.

                	 
      	
                  FAIRFAX

                	 
      	
                  VA

                	 
      	
                  22033

                
	
                  VA-13W

                	 
      	
                  13200
      WOODLAND PARK

                	 
      	
                  HERNDON

                	 
      	
                  VA

                	 
      	
                  20171

                
	
                  VA-149

                	 
      	
                  14900
      CONFERENCE CENTER DRIVE

                	 
      	
                  CHANTILLY

                	 
      	
                  VA

                	 
      	
                  20151

                
	
                  VA-14C

                	 
      	
                  14800
      CONFERENCE CENTER

                	 
      	
                  CHANTILLY

                	 
      	
                  VA

                	 
      	
                  20151

                
	
                  VA-14N

                	 
      	
                  14120
      NEWBROOK DR

                	 
      	
                  CHANTILLY

                	 
      	
                  VA

                	 
      	
                  20151

                
	
                  VA-14P

                	 
      	
                  14008
      PARKEAST CIRCLE

                	 
      	
                  CHANTILLY

                	 
      	
                  VA

                	 
      	
                  20151

                
	
                  VA-15C

                	 
      	
                  15000
      CONFERENCE CTR DR

                	 
      	
                  CHANTILLY

                	 
      	
                  VA

                	 
      	
                  20151

                
	
                  VA-15M

                	 
      	
                  1506
      MORAN RD

                	 
      	
                  STERLING

                	 
      	
                  VA

                	 
      	
                  20166

                
	
                  VA-15P

                	 
      	
                  1551
      PARK RUN DR

                	 
      	
                  MCLEAN

                	 
      	
                  VA

                	 
      	
                  22102

                
	
                  VA-166

                	 
      	
                  1660
      INTERNATIONAL DRIVE

                	 
      	
                  MCLEAN

                	 
      	
                  VA

                	 
      	
                  22102

                
	
                  VA-17B

                	 
      	
                  1771
      BUSINESS CENTER DR

                	 
      	
                  RESTON

                	 
      	
                  VA

                	 
      	
                  20190

                
	
                  VA-17P

                	 
      	
                  11700
      PLAZA AMERICA DRIVE

                	 
      	
                  RESTON

                	 
      	
                  VA

                	 
      	
                  20190

                
	
                  VA-188

                	 
      	
                  1880
      CAMPUS COMMONS DR

                	 
      	
                  RESTON

                	 
      	
                  VA

                	 
      	
                  20191

                
	
                  VA-18L

                	 
      	
                  1818
      LIBRARY STREET

                	 
      	
                  RESTON

                	 
      	
                  VA

                	 
      	
                  20190

                
	
                  VA-18T

                	 
      	
                  18155
      TECHNOLOGY DR,

                	 
      	
                  CULPEPER

                	 
      	
                  VA

                	 
      	
                  22701

                
	
                  VA-19H

                	 
      	
                  19700
      HELIX DRIVE

                	 
      	
                  ASHBURN

                	 
      	
                  VA

                	 
      	
                  20147

                
	
                  VA-19J

                	 
      	
                  19710
      JANELIA FARM BLVD

                	 
      	
                  ASHBURN

                	 
      	
                  VA

                	 
      	
                  20147

                
	
                  VA-1FD

                	 
      	
                  11921
      FREEDOM DRIVE

                	 
      	
                  RESTON

                	 
      	
                  VA

                	 
      	
                  20190

                
	
                  VA-1FM

                	 
      	
                  1616
      FORT MYERS DRIVE

                	 
      	
                  ARLINGTON

                	 
      	
                  VA

                	 
      	
                  22209

                
	
                  VA-1MF

                	 
      	
                  1807
      MICHAEL FARADAY COURT

                	 
      	
                  RESTON

                	 
      	
                  VA

                	 
      	
                  20190

                
	
                  VA-1NB

                	 
      	
                  14101
      NEWBROOK DRIVE

                	 
      	
                  CHANTILLY

                	 
      	
                  VA

                	 
      	
                  20151

                
	
                  VA-1ND

                	 
      	
                  14360
      NEWBROOK DRIVE

                	 
      	
                  CHANTILLY

                	 
      	
                  VA

                	 
      	
                  20151

                
	
                  VA-1SH

                	 
      	
                  12011
      SUNSET HILLS RD, 1ST FL

                	 
      	
                  RESTON

                	 
      	
                  VA

                	 
      	
                  20190

                
	
                  VA-1SV

                	 
      	
                  12100
      SUNRISE VALLEY DRIVE

                	 
      	
                  RESTON

                	 
      	
                  VA

                	 
      	
                  20191

                
	
                  VA-211

                	 
      	
                  21110
      RIDGETOP CIRCLE

                	 
      	
                  STERLING

                	 
      	
                  VA

                	 
      	
                  20166

                
	
                  VA-216

                	 
      	
                  21691
      FILIGREE CT

                	 
      	
                  ASHBURN

                	 
      	
                  VA

                	 
      	
                  20147

                
	
                  VA-217

                	 
      	
                  21701
      FILIGREE COURT

                	 
      	
                  ASHBURN

                	 
      	
                  VA

                	 
      	
                  20147

                
	
                  VA-21B

                	 
      	
                  21550
      BEAUMEADE CIRCLE

                	 
      	
                  ASHBURN

                	 
      	
                  VA

                	 
      	
                  20147

                
	
                  VA-21F

                	 
      	
                  21711
      FILIGREE COURT

                	 
      	
                  ASHBURN

                	 
      	
                  VA

                	 
      	
                  20147

                
	
                  VA-21U

                	 
      	
                  21830
      UUNET DR.

                	 
      	
                  ASHBURN

                	 
      	
                  VA

                	 
      	
                  20147

                
	
                  VA-25D

                	 
      	
                  2553
      DULLES VIEW DR

                	 
      	
                  HERNDON

                	 
      	
                  VA

                	 
      	
                  20171

                
	
                  VA-25F

                	 
      	
                  21715
      FILIGREE COURT

                	 
      	
                  ASHBURN

                	 
      	
                  VA

                	 
      	
                  20147

                
	
                  VA-25H

                	 
      	
                  13861
      SUNRISE VALLEY DRIVE

                	 
      	
                  HERNDON

                	 
      	
                  VA

                	 
      	
                  20171

                
	
                  VA-2BC

                	 
      	
                  21571
      BEAUMEADE CIRCLE

                	 
      	
                  ASHBURN

                	 
      	
                  VA

                	 
      	
                  20147

                
	
                  VA-2CP

                	 
      	
                  2350
      CORPORATE PARK DR

                	 
      	
                  HERNDON

                	 
      	
                  VA

                	 
      	
                  20171

                
	
                  VA-2RC

                	 
      	
                  21240
      RIDGETOP CIRCLE

                	 
      	
                  STERLING

                	 
      	
                  VA

                	 
      	
                  20166

                
	
                  VA-2RR

                	 
      	
                  21635
      RED RUM DRIVE

                	 
      	
                  ASHBURN

                	 
      	
                  VA

                	 
      	
                  20147

                
	
                  VA-40L

                	 
      	
                  4030
      LAFAYETTE CENTER DRIVE

                	 
      	
                  CHANTILLY

                	 
      	
                  VA

                	 
      	
                  20151

                
	
                  VA-41L

                	 
      	
                  4120
      LAFAYETTE CENTER DRIVE

                	 
      	
                  CHANTILLY

                	 
      	
                  VA

                	 
      	
                  20151

                
	
                  VA-439

                	 
      	
                  43915
      DEVIN SHAFRON DRIVE

                	 
      	
                  ASHBURN

                	 
      	
                  VA

                	 
      	
                  20147

                
	
                  VA-43D

                	 
      	
                  43881
      DEVIN SHAFRON DR

                	 
      	
                  ASHBURN

                	 
      	
                  VA

                	 
      	
                  20147

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  VA-44C

                	 
      	
                  44470
      CHILUM PLACE, BLDG G

                	 
      	
                  ASHBURN

                	 
      	
                  VA

                	 
      	
                  20147

                
	
                  VA-44G

                	 
      	
                  44590
      GUILFORD DRIVE

                	 
      	
                  ASHBURN

                	 
      	
                  VA

                	 
      	
                  20147

                
	
                  VA-44H

                	 
      	
                  44520
      HASTINGS DRIVE

                	 
      	
                  ASHBURN

                	 
      	
                  VA

                	 
      	
                  20147

                
	
                  VA-44M

                	 
      	
                  44077
      MERCURE CIRCLE

                	 
      	
                  STERLING

                	 
      	
                  VA

                	 
      	
                  20166

                
	
                  VA-44U

                	 
      	
                  4400
      UNIVERSITY DRIVE

                	 
      	
                  FAIRFAX

                	 
      	
                  VA

                	 
      	
                  22030

                
	
                  VA-45N

                	 
      	
                  45901
      NOKES BOULEVARD

                	 
      	
                  STERLING

                	 
      	
                  VA

                	 
      	
                  20166

                
	
                  VA-45S

                	 
      	
                  45360
      SEVERN WAY

                	 
      	
                  STERLING

                	 
      	
                  VA

                	 
      	
                  20166

                
	
                  VA-46S

                	 
      	
                  460
      SPRINGPARK PL

                	 
      	
                  HERNDON

                	 
      	
                  VA

                	 
      	
                  20170

                
	
                  VA-48H

                	 
      	
                  44480
      HASTINGS DRIVE

                	 
      	
                  ASHBURN

                	 
      	
                  VA

                	 
      	
                  20147

                
	
                  VA-4BC

                	 
      	
                  45240
      BUSINESS COURT

                	 
      	
                  DULLES

                	 
      	
                  VA

                	 
      	
                  20166

                
	
                  VA-4HD

                	 
      	
                  44521
      HASTINGS DRIVE

                	 
      	
                  ASHBURN

                	 
      	
                  VA

                	 
      	
                  20147

                
	
                  VA-4NB

                	 
      	
                  45845
      NOKES BLVD

                	 
      	
                  STERLING

                	 
      	
                  VA

                	 
      	
                  20166

                
	
                  VA-4ND

                	 
      	
                  14225
      NEWBROOK DRIVE

                	 
      	
                  CHANTILLY

                	 
      	
                  VA

                	 
      	
                  20151

                
	
                  VA-4SP

                	 
      	
                  470
      SPRING PARK PLACE

                	 
      	
                  HERNDON

                	 
      	
                  VA

                	 
      	
                  20170

                
	
                  VA-50J

                	 
      	
                  8250
      JONES BRANCH DRIVE

                	 
      	
                  MCLEAN

                	 
      	
                  VA

                	 
      	
                  22102

                
	
                  VA-52V

                	 
      	
                  524
      VAN BUREN ST

                	 
      	
                  HERNDON

                	 
      	
                  VA

                	 
      	
                  20170

                
	
                  VA-54H

                	 
      	
                  544
      HERNDON PARKWAY

                	 
      	
                  HERNDON

                	 
      	
                  VA

                	 
      	
                  20170

                
	
                  VA-55M

                	 
      	
                  1755
      OLD MEADOW RD

                	 
      	
                  MCLEAN

                	 
      	
                  VA

                	 
      	
                  22102

                
	
                  VA-68M

                	 
      	
                  1768
      OLD MEADOW RD.

                	 
      	
                  MCLEAN

                	 
      	
                  VA

                	 
      	
                  22102

                
	
                  VA-69B

                	 
      	
                  1769
      BUSINESS CENTER DRIVE

                	 
      	
                  RESTON

                	 
      	
                  VA

                	 
      	
                  20190

                
	
                  VA-70W

                	 
      	
                  7043
      WIMSATT ROAD

                	 
      	
                  SPRINGFIELD

                	 
      	
                  VA

                	 
      	
                  22151

                
	
                  VA-79B

                	 
      	
                  7990
      SCIENCE APPLICATIONS CT

                	 
      	
                  VIENNA

                	 
      	
                  VA

                	 
      	
                  22182

                
	
                  VA-81B

                	 
      	
                  8100
      BOONE BOULEVARD

                	 
      	
                  VIENNA

                	 
      	
                  VA

                	 
      	
                  22182

                
	
                  VA-820

                	 
      	
                  8200
      GREENSBORO DRIVE

                	 
      	
                  MCLEAN

                	 
      	
                  VA

                	 
      	
                  22102

                
	
                  VA-821

                	 
      	
                  8217
      LINTON HALL RD

                	 
      	
                  GAINESVILLE

                	 
      	
                  VA

                	 
      	
                  20155

                
	
                  VA-82G

                	 
      	
                  8201
      GREENSBORO DRIVE

                	 
      	
                  MCLEAN

                	 
      	
                  VA

                	 
      	
                  22102

                
	
                  VA-82J

                	 
      	
                  8200
      JONES BRANCH DR

                	 
      	
                  MCLEAN

                	 
      	
                  VA

                	 
      	
                  22102

                
	
                  VA-83G

                	 
      	
                  8300
      GREENSBORO DRIVE

                	 
      	
                  MCLEAN

                	 
      	
                  VA

                	 
      	
                  22102

                
	
                  VA-85T

                	 
      	
                  8502
      TYCO RD

                	 
      	
                  VIENNA

                	 
      	
                  VA

                	 
      	
                  22182

                
	
                  VA-86V

                	 
      	
                  8684
      VIRGINIA MEADOWS DRIVE

                	 
      	
                  MANASSAS

                	 
      	
                  VA

                	 
      	
                  20109

                
	
                  VA-89W

                	 
      	
                  8619
      WESTWOOD CENTER DRIVE

                	 
      	
                  VIENNA

                	 
      	
                  VA

                	 
      	
                  22182

                
	
                  VA-8GD

                	 
      	
                  8281
      GREENSBORO DRIVE

                	 
      	
                  MCLEAN

                	 
      	
                  VA

                	 
      	
                  22102

                
	
                  VA-8WC

                	 
      	
                  8614
      WESTWOOD CENTER

                	 
      	
                  VIENNA

                	 
      	
                  VA

                	 
      	
                  22181

                
	
                  VA-95H

                	 
      	
                  950
      HERNDON PARKWAY

                	 
      	
                  HERNDON

                	 
      	
                  VA

                	 
      	
                  20170

                
	
                  VA-96H

                	 
      	
                  9651
      HORNBAKER ROAD

                	 
      	
                  MANASSAS

                	 
      	
                  VA

                	 
      	
                  20109

                
	
                  VA-99L

                	 
      	
                  9990
      LEE HIGHWAY

                	 
      	
                  FAIRFAX

                	 
      	
                  VA

                	 
      	
                  22030

                
	
                  VA-H01

                	 
      	
                  2700
      GALLOWS RD

                	 
      	
                  DUNN
      LORING

                	 
      	
                  VA

                	 
      	
                  22027

                
	
                  VA-H02

                	 
      	
                  5814
      HILL STREET

                	 
      	
                  FAIRFAX
      STATION

                	 
      	
                  VA

                	 
      	
                  22039

                
	
                  VA-V16

                	 
      	
                  1861
      INTERNATIONAL DRIVE

                	 
      	
                  MCLEAN

                	 
      	
                  VA

                	 
      	
                  22102

                
	
                  VA-X01

                	 
      	
                  10699
      PIPER LANE

                	 
      	
                  BRISTOW

                	 
      	
                  VA

                	 
      	
                  20136

                
	
                  VA-X02

                	 
      	
                  945
      TRANSCO ROAD

                	 
      	
                  CHATHAM

                	 
      	
                  VA

                	 
      	
                  24531

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  VA-X03

                	 
      	
                  7444
      EVERONA ROAD

                	 
      	
                  UNIONVILLE

                	 
      	
                  VA

                	 
      	
                  22587

                
	
                  VA-X04

                	 
      	
                  HIGHWAY
      643

                	 
      	
                  SCOTTSVILLE

                	 
      	
                  VA

                	 
      	
                  24590

                
	
                  VA-X05

                	 
      	
                  HIGHWAY
      691 SW

                	 
      	
                  APPAMATTOX

                	 
      	
                  VA

                	 
      	
                  24522

                
	
                  WA-110

                	 
      	
                  1101
      A ST

                	 
      	
                  TACOMA

                	 
      	
                  WA

                	 
      	
                  98402

                
	
                  WA-117

                	 
      	
                  11781
      HARBOUR REACH DRIVE

                	 
      	
                  MUKILTEO

                	 
      	
                  WA

                	 
      	
                  98275

                
	
                  WA-118

                	 
      	
                  11710
      118TH AVE

                	 
      	
                  KIRKLAND

                	 
      	
                  WA

                	 
      	
                  98034

                
	
                  WA-122

                	 
      	
                  12208
      134TH CT NE

                	 
      	
                  REDMOND

                	 
      	
                  WA

                	 
      	
                  98052

                
	
                  WA-124

                	 
      	
                  1201
      4TH AVENUE

                	 
      	
                  SEATTLE

                	 
      	
                  WA

                	 
      	
                  98101

                
	
                  WA-125

                	 
      	
                  1200
      5TH AVENUE

                	 
      	
                  SEATTLE

                	 
      	
                  WA

                	 
      	
                  98101

                
	
                  WA-12P

                	 
      	
                  1201
      PACIFIC AVENUE

                	 
      	
                  TACOMA

                	 
      	
                  WA

                	 
      	
                  98401

                
	
                  WA-130

                	 
      	
                  1301
      SECOND AVE

                	 
      	
                  SEATTLE

                	 
      	
                  WA

                	 
      	
                  98101

                
	
                  WA-13A

                	 
      	
                  1301
      A ST

                	 
      	
                  TACOMA

                	 
      	
                  WA

                	 
      	
                  98402

                
	
                  WA-14P

                	 
      	
                  1404
      140TH PLACE NE

                	 
      	
                  BELLEVUE

                	 
      	
                  WA

                	 
      	
                  98007

                
	
                  WA-15U

                	 
      	
                  1531
      UTAH AVE SOUTH

                	 
      	
                  SEATTLE

                	 
      	
                  WA

                	 
      	
                  98134

                
	
                  WA-160

                	 
      	
                  1601
      2ND AVE

                	 
      	
                  SEATTLE

                	 
      	
                  WA

                	 
      	
                  98101

                
	
                  WA-191

                	 
      	
                  1914
      3RD AVE

                	 
      	
                  SEATTLE

                	 
      	
                  WA

                	 
      	
                  98101

                
	
                  WA-1NE

                	 
      	
                  10525
      WILLOWS RD NE

                	 
      	
                  REDMOND

                	 
      	
                  WA

                	 
      	
                  98052

                
	
                  WA-1PH

                	 
      	
                  12101
      PACIFIC HIGHWAY SOUTH

                	 
      	
                  TUKWILA

                	 
      	
                  WA

                	 
      	
                  98168-2569

                
	
                  WA-1SE

                	 
      	
                  15400
      SE 30TH PLACE

                	 
      	
                  BELLEVUE

                	 
      	
                  WA

                	 
      	
                  98007

                
	
                  WA-225

                	 
      	
                  22522
      29TH DR NE

                	 
      	
                  BOTHELL

                	 
      	
                  WA

                	 
      	
                  98021

                
	
                  WA-22W

                	 
      	
                  2201
      WESTLAKE AVE

                	 
      	
                  SEATTLE

                	 
      	
                  WA

                	 
      	
                  98121

                
	
                  WA-23B

                	 
      	
                  23631
      BRIER RD

                	 
      	
                  BRIER

                	 
      	
                  WA

                	 
      	
                  98036

                
	
                  WA-245

                	 
      	
                  2457
      152ND AVE.

                	 
      	
                  REDMOND

                	 
      	
                  WA

                	 
      	
                  98052

                
	
                  WA-26E

                	 
      	
                  2601
      ELLIOT AV

                	 
      	
                  SEATTLE

                	 
      	
                  WA

                	 
      	
                  98121

                
	
                  WA-2LA

                	 
      	
                  2001
      LIND AVE SW

                	 
      	
                  RENTON

                	 
      	
                  WA

                	 
      	
                  98057

                
	
                  WA-31W

                	 
      	
                  3101
      WESTERN AVE

                	 
      	
                  SEATTLE

                	 
      	
                  WA

                	 
      	
                  98121

                
	
                  WA-331

                	 
      	
                  3311
      S 120TH PLACE

                	 
      	
                  TUKWILA

                	 
      	
                  WA

                	 
      	
                  98168

                
	
                  WA-335

                	 
      	
                  3355
      S 120TH PLACE

                	 
      	
                  TUKWILA

                	 
      	
                  WA

                	 
      	
                  98168

                
	
                  WA-33E

                	 
      	
                  333
      ELLIOTT AVENUE

                	 
      	
                  SEATTLE

                	 
      	
                  WA

                	 
      	
                  98119

                
	
                  WA-420

                	 
      	
                  4200
      194TH ST SW

                	 
      	
                  LYNNWOOD

                	 
      	
                  WA

                	 
      	
                  98036

                
	
                  WA-4PH

                	 
      	
                  12301
      PACIFIC HIGHWAY SOUTH

                	 
      	
                  TUKWILA

                	 
      	
                  WA

                	 
      	
                  98168

                
	
                  WA-5AN

                	 
      	
                  505
      5TH AVENUE NORTH

                	 
      	
                  SEATTLE

                	 
      	
                  WA

                	 
      	
                  98109

                
	
                  WA-790

                	 
      	
                  7905
      S. 196TH ST

                	 
      	
                  KENT

                	 
      	
                  WA

                	 
      	
                  98032

                
	
                  WA-90A

                	 
      	
                  909
      A ST

                	 
      	
                  TACOMA

                	 
      	
                  WA

                	 
      	
                  96402

                
	
                  WA-9PA

                	 
      	
                  916
      PACIFIC AVENUE

                	 
      	
                  EVERETT

                	 
      	
                  WA

                	 
      	
                  98201

                
	
                  WA-BAN

                	 
      	
                  333
      BOREN AVE NORTH

                	 
      	
                  SEATTLE

                	 
      	
                  WA

                	 
      	
                  98109

                
	
                  WA-H99

                	 
      	
                  17300
      HIGHWAY 99

                	 
      	
                  LYNNWOOD

                	 
      	
                  WA

                	 
      	
                  98037

                
	
                  WA-IGT

                	 
      	
                  3433
      120TH PLACE S

                	 
      	
                  TUKWILA

                	 
      	
                  WA

                	 
      	
                  98168

                
	
                  WA-SKR

                	 
      	
                  1326
      5TH AVENUE

                	 
      	
                  SEATTLE

                	 
      	
                  WA

                	 
      	
                  98101

                
	
                  WA-SW7

                	 
      	
                  1300
      SW 7TH STREET

                	 
      	
                  RENTON

                	 
      	
                  WA

                	 
      	
                  98057

                
	
                  WA-TAN

                	 
      	
                  410
      TERRY AVE NORTH

                	 
      	
                  SEATTLE

                	 
      	
                  WA

                	 
      	
                  98109

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  WA-WES

                	 
      	
                  2001
      6TH AVE.

                	 
      	
                  SEATTLE

                	 
      	
                  WA

                	 
      	
                  98121

                
	
                  WA-WLW

                	 
      	
                  11121
      WILLOWS RD NE

                	 
      	
                  REDMOND

                	 
      	
                  WA

                	 
      	
                  98052

                
	
                  WA-X06

                	 
      	
                  3350
      MARVIN ROAD

                	 
      	
                  OLYMPIA

                	 
      	
                  WA

                	 
      	
                  98516

                
	
                  WA-X07

                	 
      	
                  4318
      PLEASANT HILL ROAD

                	 
      	
                  KELSO

                	 
      	
                  WA

                	 
      	
                  98626

                
	
                  WI-X06

                	 
      	
                  NORTH
      6156 CR E

                	 
      	
                  MENOMONIE

                	 
      	
                  WI

                	 
      	
                  54751

                
	
                  WI-X08

                	 
      	
                  WEST
      10022 GARAGE ROAD

                	 
      	
                  MERRILLAN

                	 
      	
                  WI

                	 
      	
                  54615

                
	
                  WI-X10

                	 
      	
                  2655
      5TH AVENUE

                	 
      	
                  GRAND
      MARSH

                	 
      	
                  WI

                	 
      	
                  53936

                
	
                  WI-X12

                	 
      	
                  612
      WEST MAIN STREET

                	 
      	
                  MADISON

                	 
      	
                  WI

                	 
      	
                  53703

                
	
                  WI-X13

                	 
      	
                  311
      VENTURE DRIVE

                	 
      	
                  DOUSMAN

                	 
      	
                  WI

                	 
      	
                  53118

                
	
                  WY-X04

                	 
      	
                  14563
      SH150

                	 
      	
                  EVANSTON

                	 
      	
                  WY

                	 
      	
                  82930

                
	
                  WY-X06

                	 
      	
                  7
      CR4-90 AMERICAN METHANOL ROAD

                	 
      	
                  GREEN
      RIVER

                	 
      	
                  WY

                	 
      	
                  82938

                
	
                  WY-X07

                	 
      	
                  740
      CR30 SOUTH BAXTER ROAD

                	 
      	
                  SOUTH
      BAXTER

                	 
      	
                  WY

                	 
      	
                  82901

                
	
                  WY-X08

                	 
      	
                  168
      CR55 TABLE ROCK ROAD

                	 
      	
                  TABLE
      ROCK

                	 
      	
                  WY

                	 
      	
                  82336

                
	
                  WY-X10

                	 
      	
                  6
      MI. S OFF PLANT RD. T21N R86W SEC35

                	 
      	
                  SINCLAIR

                	 
      	
                  WY

                	 
      	
                  92334

                
	
                  WY-X12

                	 
      	
                  824
      HERRICK LANE

                	 
      	
                  LARAMIE

                	 
      	
                  WY

                	 
      	
                  82070

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Schedule
4.19 – Government Approvals

     

    None


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Schedule
4.20 – Material Contracts


    


    
      	
               
      

            	
              1.

            	
              Amended
      and Restated Franchise Agreement between the City of New York and
      Metromedia Fiber Network NYC, Inc. dated February 28, 2000, currently
      being enforced on an at will basis

            


    

    


    
      	
               
      

            	
              2.

            	
              Fiber
      Lease Agreement dated April 26 2002 between Williams Communications LLC
      and Metromedia Fiber National Network,
Inc.

            


    

    


    First
Amendment to the Lease Agreement dated October 2002

    


    Second
Amendment to the Lease Agreement dated February 2003

    


    Third
Amendment to the Lease Agreement dated October 2007

    


    Collocation
and Maintenance Agreement – 4/26/2002 between Williams
Communications LLC and Metromedia Fiber National Network, Inc.

    


    First
Amendment to the Collocation and Maintenance Agreement – October
2002

    


    Second
Amendment Collocation and Maintenance Agreement – February 2003

    


    
      	
               
      

            	
              3.

            	
              Agreement
      of Lease 111 8th
      Avenue LLC as Landlord and Metromedia Fiber Network Services as Tenant
      dated April 23, 1999

            


    

    


    First
Amendment of Lease dated October 18, 2000

    


    Second
Amendment of Lease and Partial Termination Agreement dated March 13,
2003

    


    Third
Amendment of Lease dated March 1, 2004


    


    
      	
               
      

            	
              4.

            	
              For
      lease of 111 Pavonia, Jersey City,
NJ

            


    

    


    —Agreement
of Lease between Newport Office Center I Co. as Landlord and Metromedia Fiber
Network Services, Inc. as Tenant, dated as of October 1, 1999

    —Right
of Entry License Agreement (undated)

    —Renewed
April 1, 2008

    


    
      	
               
      

            	
              5.

            	
              For
      60 Hudson, New York, NY

            


    

    


    Lease,
dated as of December 30, 1994 amended September 14, 2009


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule
4.21 – Deposit Accounts

     

    
      
        
          
            
              
                
                  
                    	
                            Bank Name

                          	 	
                            Account Number

                          	 	
                            Description of Account

                          
	 
      	 	 
      	 	 
      
	
                            Abovenet, Inc

                          	 	 
      	 	 
      
	
                            Wells
      Fargo Bank, National Association

                          	 	
                            2000029949865

                          	 	
                            Checking
      Acct

                          
	 
      	 	 
      	 	 
      
	
                            Abovenet Communications,
    Inc.

                          	 	 
      	 	 
      
	
                            Wells
      Fargo Bank, National Association

                          	 	
                            2000029949878

                          	 	
                            Concentration
      Account

                          
	
                            Wells
      Fargo Bank, National Association*

                          	 	
                            2079951060063

                          	 	
                            Payroll
      Acct

                          
	
                            Wells
      Fargo Bank, National Association

                          	 	
                            2079951060199

                          	 	
                            Disbursement
      Acct

                          
	
                            Wells
      Fargo Bank, National Association

                          	 	
                            2000029949917

                          	 	
                            ESP
      Checking Acct

                          
	
                            Citibank,
      N.A.*

                          	 	
                            48912594

                          	 	
                            Checking
      Acct

                          
	
                            Citibank,
      N.A.*

                          	 	
                            9960090307

                          	 	
                            LC
      Collateral

                          
	
                            Wells
      Fargo Bank, National Association*

                          	 	
                            187121162845341

                          	 	
                            LC
      Collateral

                          
	
                            SunTrust
      Robinson Humphrey, Inc.

                          	 	
                            333007972

                          	 	
                            Investment
      Acct

                          
	
                            SG
      Americas, LLC

                          	 	
                            1374692

                          	 	
                            Broker
      Securities Account

                          
	 
      	 	 
      	 	 
      
	
                            Abovenet of VA L.L.C.

                          	 	 
      	 	 
      
	
                            Citibank,
      N.A.*

                          	 	
                            26413508

                          	 	
                            Letter
      of Credit

                          
	
                            Citibank,
      N.A.*

                          	 	
                            9960090294

                          	 	
                            LC
      Collateral

                          


                  

                

              

            

          

        

      

    

    *
Excluded Accounts


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Schedule
7.1 - Outstanding Indebtedness

     

    
      	
               
      

            	
              1.

            	
              Agreement,
      effective February 1, 1998, between Metromedia Fiber Network of Illinois,
      Inc. and Commonwealth Edison Company.  Total amount outstanding
      as of December 31, 2010 is
$1,372,008.

            


    

     

    
      	
               
      

            	
              2.

            	
              Intercompany
      indebtedness as of December 31,
2010:

            


    

    


    
      
        
          
            	 
      	 	
                    On
      The Books Of:

                  	 
	 
      	 	
                    AboveNet

                  	 	 	
                     

                  	 	 	
                     

                  	 	 	
                     

                  	 
	 
      	 	
                    Communications,

                    Inc.

                  	 	 	
                    
                      AboveNet,

                      Inc.

                    

                  	 	 	
                    
                      AboveNet

                      International,
      Inc.

                    

                  	 	 	
                    Consol-

                    idated

                  	 
	 
      	 	
                    At
      December 31, 2010

                  	 
	
                    AboveNet
      Canada, Inc.

                  	 	 	1,015,636.89	 	 	 	-	 	 	 	-	 	 	 	1,015,636.89	 
	
                    AboveNet
      Toronto, Inc.

                  	 	 	(100.00	)	 	 	 	 	 	 	 	 	 	 	(100.00	)
	
                    MFN
      Japan KK

                  	 	 	1,912,346.40	 	 	 	-	 	 	 	-	 	 	 	1,912,346.40	 
	
                    AboveNet
      Communications UK Limited (loan)

                  	 	 	6,581,237.05	 	 	 	-	 	 	 	-	 	 	 	6,581,237.05	 
	
                    AboveNet
      Communications UK Limited (intercompany)

                  	 	 	7,657,710.76	 	 	 	-	 	 	 	-	 	 	 	7,657,710.76	 
	
                    AboveNet
      Communications UK Limited

                  	 	 	8,432,305.42	 	 	 	-	 	 	 	-	 	 	 	8,432,305.42	 
	
                    AboveNet
      Communications UK Limited

                  	 	 	529,442.95	 	 	 	-	 	 	 	-	 	 	 	529,442.95	 
	
                    AN
      Communications, Inc

                  	 	 	-	 	 	 	-	 	 	 	43,774.15	 	 	 	43,774.15	 
	
                    AboveNet,
      Inc.

                  	 	 	5,984,441.00	 	 	 	(5,984,441.00	)	 	 	-	 	 	 	-	 
	
                    AboveNet
      Int'l, Inc.

                  	 	 	-	 	 	 	(507,395.00	)	 	 	507,395.00	 	 	 	-	 
	
                    AboveNet
      Int'l, Inc.

                  	 	 	309,435,082.65	 	 	 	-	 	 	 	(309,435,082.65	)	 	 	-	 
	 
      	 	 	341,548,103.12	 	 	 	(6,491,836.00	)	 	 	(308,883,913.50	)	 	 	26,172,353.62	 


          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule
7.2 – Existing Liens

    


    None

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Schedule
7.4 – Existing Investments

    


    Investments
in Foreign Subsidiaries (and other Investments for which our investment is
written down to zero on our books) on the date hereof.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    EXHIBIT
A

     

    FORM OF

    ASSIGNMENT AND
ACCEPTANCE

     

    THIS ASSIGNMENT AND ACCEPTANCE
(this “Assignment and
Acceptance”) is made this __ day of ___________, ____, by and between
______________ (the “Assignor”) and
_____________________ (the “Assignee”).  Reference
is made to the Revolving Credit Agreement, dated as of January 28, 2011 (as
amended, restated, supplemented or otherwise modified from time to time, the
“Revolving Credit
Agreement”), among ABOVENET, INC., ABOVENET COMMUNICATIONS, INC.,
ABOVENET OF UTAH,
L.L.C., ABOVENET OF VA,
L.L.C., ABOVENET
INTERNATIONAL, INC. (collectively referred to as the “Borrowers,” and each
individually, as a “Borrower”), the
several banks and other financial institutions and lenders from time to time
parties thereto (the “Lenders”), and
SunTrust Bank, as Administrative Agent, as Issuing Bank and as Swingline
Lender.  Unless otherwise defined herein, capitalized terms used
herein without definition shall have the meanings given to them in the Revolving
Credit Agreement.

     

    The
Assignor and the Assignee hereby agree as follows:

     

    1.           Assignment and
Assumption.  Subject to the terms and conditions hereof, and
subject to and in accordance with the terms of the Revolving Credit Agreement,
the Assignor hereby sells and assigns to the Assignee, and the Assignee hereby
purchases and assumes from the Assignor, without recourse to the Assignor and,
except as expressly provided herein, without representation or warranty by the
Assignor, the interest as of the Effective Date (as hereinafter defined) in and
to all of the Assignor’s rights and obligations under the Revolving Credit
Agreement and the other Loan Documents (in its capacity as a Lender thereunder)
represented by the percentage interest specified under the heading “Assigned Share” in
Item 4 of Annex I (such
assigned interest, the “Assigned Share”),
including, without limitation, the Assigned Share of all rights and obligations
of the Assignor with respect to its Commitment and the Loans at the time owing
to it.  Unless Assignor sells and assigns (i) the entire remaining
amount of the assigning Lender’s Commitment and the Loans at the time owing to
it, or (ii) to a Lender or an Affiliate of a Lender or an Approved Fund, the
Assigned Share shall be subject to the minimum amounts and required consents
requirements referred to in Section 10.4(b).

     

    2.           The
Assignor.  The Assignor represents and warrants that (i) it is
the legal and beneficial owner of the interest being assigned by it hereunder,
(ii) such interest is free and clear of any lien, encumbrance or other adverse
claim, (iii) as of the date hereof the amount of its Commitment and outstanding
Loans is as set forth in Item 4 of Annex I, (iv) it has
full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Acceptance and to consummate the transactions
contemplated hereby, and (v) except as set forth in clauses (i)-(iv) above,
makes no representation or warranty and assumes no responsibility with respect
to any statements, warranties or representations made in or in connection with
the Revolving Credit Agreement, any other Loan Document or any other instrument
or document furnished pursuant thereto or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Revolving Credit
Agreement, any other Loan Document or any other instrument or document furnished
pursuant thereto, and (vi) makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Borrowers or any
of their Subsidiaries or the performance or observance by the Borrowers or any
of their Subsidiaries of any of their respective obligations under the Revolving
Credit Agreement, any other Loan Document or any other instrument or document
furnished pursuant thereto.
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    3.           The
Assignee.  The Assignee represents and warrants that (i) it has
full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Acceptance and to consummate the transactions
contemplated hereby and to become a Lender under the Revolving Credit Agreement,
(ii) it is an eligible assignee and meets all of the requirements to be an
assignee under Section
10.4 of the Revolving Credit Agreement (subject to such minimum amounts
and consents as required under Section 10.4(b)), (iii) from
and after the Effective Date, it shall be bound by the provisions of the
Revolving Credit Agreement as a Lender thereunder and, to the extent of the
Assigned Share, shall have the obligations of a Lender
hereunder,  (iv) if it is a Foreign Lender, attached to this
Assignment and Acceptance is any documentation required to be delivered by it
pursuant to the terms of Section 2.19(e) of the
Revolving Credit Agreement, duly completed and executed by the Assignee, (v) it
is sophisticated with respect to decisions to acquire assets of the type
represented by the Assigned Share and either it, or the person exercising
discretion in making its decision to acquire the Assigned Share, is experienced
in acquiring assets of such type, (vi) confirms that it has received a copy of
the Revolving Credit Agreement, together with copies of the financial statements
most recently required to have been delivered under Section 5.1 of the Revolving
Credit Agreement and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assignment and Acceptance, (vii) agrees that it will, independently and without
reliance upon the Administrative Agent, the Assignor or any other Lender, and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Revolving Credit Agreement, (viii) appoints and authorizes the
Administrative Agent to take such actions as Administrative Agent on its behalf
under the Revolving Credit Agreement and the other Loan Documents, and to
exercise such powers and to perform such duties, as are specifically delegated
to the Administrative Agent by the terms thereof, together with such other
powers and duties as are reasonably incidental thereto, and (ix) agrees that it
will perform in accordance with their respective terms all of the obligations
that by the terms of the Revolving Credit Agreement are required to be performed
by it as a Lender.

     

    4.           Effective
Date.  Following the execution of this Assignment and
Acceptance by the Assignor and the Assignee, the parties shall deliver to the
Administrative Agent (i) an executed original hereof, together with all
attachments hereto, (ii) the processing and recordation fee referred to in Section 10.4(b)(iv) of the
Revolving Credit Agreement, (iii) the Administrative Questionnaire referred to
in Section 10.4(b)(iv)
of the Revolving Credit Agreement, unless the Assignee is already a Lender, (iv)
and such documents as are required under Section 2.19(e) of the
Revolving Credit Agreement if the Assignee is a Foreign Lender. The effective
date of this Assignment and Acceptance (the “Effective Date”) shall be the
earlier of (i) the date of acceptance hereof by the Administrative Agent or (ii)
the date, if any, designated as the Effective Date in Item 5 of Annex I As of the
Effective Date, (y) the Assignee shall be a party to the Revolving Credit
Agreement and, to the extent provided in this Assignment and Acceptance, shall
have the rights and obligations of a Lender thereunder and under the other Loan
Documents, and (z) the Assignor shall, to the extent provided in this Assignment
and Acceptance, relinquish its rights (other than its rights and benefits under
Section 2.18, Section 2.19,
Section 2.20 and Section
10.3 of the Revolving Credit Agreement as well as rights and benefits
under provisions in the other Loan Documents relating to indemnification or
payment of fees, costs and expenses, with respect to facts and circumstances
occurring prior to the Effective Date) and be released from its obligations
under the Revolving Credit Agreement and the other Loan Documents to the extent
of the interest assigned by this Assignment and
Acceptance.
 

    
      
         


      

      
        - 2
-

        
          

        

      

      
         


      

    

     

    5.           Payments;
Settlement.  On or prior to the Effective Date, in
consideration of the sale and assignment provided for herein and as a condition
to the effectiveness of this Assignment and Acceptance, the Assignee will pay to
the Assignor an amount (to be confirmed between the Assignor and the Assignee)
that represents the Assigned Share of the principal amount of the Loans made by
the Assignor and outstanding on the Effective Date (together, if and to the
extent the Assignor and the Assignee so elect, with the Assigned Share of any
related accrued but unpaid interest, fees and other amounts).  From
and after the Effective Date, the Administrative Agent will make all payments
required to be made by it under the Revolving Credit Agreement in respect of the
interest assigned hereunder (including, without limitation, all payments of
principal, interest and fees in respect of the Assigned Share of the Assignor’s
Commitment and Loans assigned hereunder) directly to the
Assignee.  The Assignor and the Assignee shall be responsible for
making between themselves all appropriate adjustments in payments due under the
Revolving Credit Agreement in respect of the period prior to the Effective
Date.  All payments required to be made hereunder or in connection
herewith shall be made in Dollars by wire transfer of immediately available
funds to the appropriate party at its address for payments designated in Annex I.

     

    6.           Governing
Law.  This Assignment and Acceptance shall be governed by, and
construed in accordance with, the internal laws of New York (including for such
purposes section 5-1401 and 5-1402 of the New York General Obligations Law, but
excluding all other choice of law and conflict of law rules).

     

    7.           Entire
Agreement.  This Assignment and Acceptance, together with the
Revolving Credit Agreement and the other Loan Documents, embody the entire
agreement and understanding between the parties hereto and supersede all prior
agreements and understandings of the parties, verbal or written, relating to the
subject matter hereof.

     

    8.           Successors and
Assigns.  This Assignment and Acceptance shall be binding upon,
inure to the benefit of and be enforceable by the parties hereto and their
respective successors and assigns.

     

    9.           Counterparts.  This
Assignment and Acceptance may be executed in any number of counterparts and by
different parties hereto on separate counterparts, each of which, when so
executed and delivered shall be an original, but all of which shall together
constitute one and the same instrument.

     

    [Signatures on next
page]
 

    
      
         


      

      
        - 3
-

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
parties have caused this Assignment and Acceptance to be executed by their duly
authorized officers as of the date first above written.

     

    
      
        
          
            
              
                
                  
                    	 
      	
                            ASSIGNOR:

                          
	 
      	 
      
	 
      	 
      
	 
      	 
      	 
      
	 
      	
                            By:

                          	 
      
	 
      	 
      	 
      
	 
      	
                            Title: 

                          	 
      
	 
      	 
      	 
      
	 
      	
                            ASSIGNEE:

                          
	 
      	 
      
	 
      	 
      
	 
      	 
      	 
      
	 
      	
                            By:

                          	 
      
	 
      	 
      	 
      
	 
      	
                            Title:

                          	 
      


                  

                

              

            

          

        

      

    

     

    Accepted
this __ day of

    ____________,
____:

    


    SUNTRUST BANK, as
Administrative Agent,

    Issuing
Bank and Swingline Lender

    


    
      
        
          
            	
                    By:

                  	 
      	 
      
	 
      	 
      	 
      
	
                    Title: 

                  	 
      	 
      


          

        

      

    

    


    Consented
and agreed to1:

    


    ABOVENET, INC., as Borrower
representative

    


    
      
        
          
            
              	
                      By:

                    	 
      	 
      
	 
      	 
      	 
      
	
                      Name: 

                    	  
      	 
      
	 
      	 
      	 
      
	
                      Title:

                    	 
      	 
      


            

          

        

      

    

     

      
        

      

    

    1 Such
consent is not required if (x) an Event of Default has occurred and is
continuing at the time of assignment or (y) the assignment is to a Lender, an
Affiliate of a Lender or an Approved Fund.

     

    
      
         


      

      
        - 4
-

        
          

        

      

      
         


      

    


    ANNEX I

     

    
      	
              1. 

            	
              Borrowers:

            


    

    


    AboveNet,
Inc., AboveNet Communications, Inc., AboveNet of Utah, L.L.C., AboveNet of VA,
L.L.C. and AboveNet International, Inc.

    


    
      	
              2. 

            	
              Name
      and Date of Revolving Credit
Agreement:

            


    

    


    
      	
               
      

            	
              Revolving
      Credit Agreement, dated as of January 28, 2011, among AboveNet, Inc.,
      AboveNet Communications, Inc., AboveNet of Utah, L.L.C., AboveNet of VA,
      L.L.C., AboveNet International, Inc., certain Lenders from time to time
      parties thereto, and SunTrust Bank, as Administrative Agent, as Issuing
      Bank and as Swingline Lender.

            


    

    


    
      	
              3. 

            	
              Date
      of Assignment and Acceptance: ___________,
____.

            


    

    


    
      	
              4. 

            	
              Amounts:

            

 

    
      
        
          
            
              
                
                  	 
      	 	
                          Aggregate

                          for Assignor

                        	 	 	
                          Assigned

                          Share2

                        	 	 	
                          Amount of

                          Assigned

                          Share

                        	 	 	
                          Aggregate for

                          Assignor (after

                          assignment)

                        	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                          (a)          Commitment

                        	 	$	________	 	 	 	_____	%	 	$	________	 	 	$	________	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                          (b)          Loans3

                        	 	$	________	 	 	 	_____	%	 	$	________	 	 	$	________	 


                

              

            

          

        

      

    

    


    
      	
              5. 

            	
              Effective
      Date: ____________, _________.

            


    

     

    
      
        	
                6. 

              	
                Addresses
      for Payments:

              


      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            	
                                                                    Assignor: 

                                                                  	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                                                                    Attention:

                                                                  	 
      	 
      
	 
      	 
      	
                                                                    Telephone:

                                                                  	 
      	 
      
	 
      	 
      	
                                                                    Telecopy:

                                                                  	 
      	 
      
	 
      	 
      	
                                                                    Reference:

                                                                  	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                                                                    Assignee: 

                                                                  	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                      

                                                                  	
                                                                    Attention:

                                                                  	
                                                                      

                                                                  	 
      


                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

         

      
        

      

      
        2 Percentage
taken to up to ten decimal places, if necessary.

        3 Insert
amounts outstanding as of the date of the Assignment and
Acceptance.

      

       

      
        
          
          

        

        
          - 5
-

          
            

          

        

        
          
          

        

      

        

        
          
            
              	
                       

                    	 
      	
                      Telephone:

                    	 
      	 
      
	                  	 
      	
                      Telecopy:

                    	 
      	 
      
	 
      	
                        

                    	
                      Reference:

                    	
                        

                    	 
      


            

          

        

      

      


      
        	
                7.

              	
                Addresses
      for Notices:

              


      

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        	
                                                                                Assignor:

                                                                              	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                                                                                Attention:

                                                                              	 
      	 
      
	 
      	 
      	
                                                                                Telephone:

                                                                              	 
      	 
      
	 
      	 
      	
                                                                                Telecopy:

                                                                              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                                                                                Assignee:

                                                                              	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                                                                                Attention:

                                                                              	 
      	 
      
	 
      	 
      	
                                                                                Telephone:

                                                                              	 
      	 
      
	 
      	
                                                                                  

                                                                              	
                                                                                Telecopy:

                                                                              	
                                                                                  

                                                                              	 
      


                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      
        	
                8.

              	
                Lending
      Office of Assignee:

              


      

      
 

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                                                    Attention:

                                                  	 
      	 
      
	
                                                    Telephone:

                                                  	 
      	 
      
	
                                                    Telecopy:

                                                  	
                                                      

                                                  	 
      


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
      

      
        
          
          

        

        
          - 6
-

          
            

          

        

        
          
          

        

      

       

      
        EXHIBIT
B

         

        FORM OF GUARANTY AND
SECURITY AGREEMENT

         

        


         

        SEE
EXHIBIT 10.2 TO FORM 8-K

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

       

    

    EXHIBIT
C

     

    FORM OF REVOLVING CREDIT
NOTE

    


    
      	
              $___________

            	
              [City],
      [State]

            
	 
      	
              ___________
      ___, 2011

            


    

    


    FOR VALUE
RECEIVED, the undersigned, ABOVENET, INC., a Delaware
corporation (“AboveNet”), ABOVENET COMMUNICATIONS, INC.,
a Delaware corporation (“ACI”), ABOVENET OF UTAH, L.L.C., a
Delaware limited liability company (“AboveNet Utah”),
ABOVENET OF VA, L.L.C.,
a Virginia limited liability company (“AboveNet Virginia”),
ABOVENET INTERNATIONAL,
INC., a Delaware corporation (“International”;
International, AboveNet Virginia, AboveNet Utah, ACI and AboveNet are
collectively referred to as the “Borrowers,” and each individually,
as a “Borrower”), hereby
promise, on a joint and several basis, to pay to [NAME OF LENDER] (the “Lender”) or its
registered assigns, at the office of SunTrust Bank (“SunTrust”) at
303 Peachtree St., N.E., Atlanta, Georgia 30308, on the Revolving
Commitment Termination Date (as defined in the Revolving Credit Agreement
defined below), the lesser of the principal sum of ____________________________
AND NO/100 DOLLARS ($____________________) and the aggregate unpaid principal
amount of all Revolving Loans (as defined in the Revolving Credit Agreement
defined below) made by the Lender to the Borrowers pursuant to the Revolving
Credit Agreement, in lawful money of the United States of America in immediately
available funds, and to pay interest from the date hereof on the principal
amount thereof from time to time outstanding, in like funds, at said office, at
the rate or rates per annum and payable on such dates as provided in the
Revolving Credit Agreement.  In addition, should legal action or an
attorney-at-law be utilized to collect any amount due hereunder, the Borrowers
further promise to pay all costs of collection, including the reasonable
attorneys’ fees actually incurred without regard to statutory presumption, in
accordance with the terms of Section 10.3 of the Revolving Credit
Agreement.

    


    Terms
defined in that certain Revolving Credit Agreement dated as of
January 28, 2011 (as amended, restated, amended and restated,
supplemented or otherwise modified from time to time, the “Revolving Credit
Agreement”) among the Borrowers, the lenders from time to time party
thereto and SunTrust, as Administrative Agent for the lenders, as Issuing Bank
and as Swingline Lender, are used herein with the same meanings.

    


    Upon the
occurrence and during the continuation of an Event of Default, the Borrowers
promise to pay interest, on demand, at a rate or rates provided in the Revolving
Credit Agreement.

    


    All
borrowings evidenced by this Revolving Credit Note and all payments and
prepayments of the principal hereof and the date thereof shall be endorsed by
the holder hereof on the schedule attached hereto and made a part hereof or on a
continuation thereof which shall be attached hereto and made a part hereof, or
otherwise recorded by such holder in its internal records; provided, that the failure of
the holder hereof to make such a notation or any error in such notation shall
not affect the obligations of the Borrowers to make the payments of principal
and interest in accordance with the terms of this Revolving Credit Note and the
Revolving Credit Agreement.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    This
Revolving Credit Note is issued in connection with, and is entitled to the
benefits of, the Revolving Credit Agreement which, among other things, contains
provisions for the acceleration of the maturity hereof upon the happening of
certain events, for prepayment of the principal hereof prior to the maturity
hereof and for the amendment or waiver of certain provisions of the Revolving
Credit Agreement, all upon the terms and conditions therein
specified.

    


    THIS
REVOLVING CREDIT NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSES SECTION 5-1401 AND
5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW BUT EXCLUDING ALL OTHER CHOICE OF
LAW AND CONFLICT OF LAW RULES) AND ANY APPLICABLE LAWS OF THE UNITED STATES OF
AMERICA.

    


    [Remainder
of page intentionally left blank]



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, a duly authorized officer of each Borrower as an authorized
signatory has executed this Revolving Credit Note as of the day and year first
written above.


    


    
      
        	 
      	
                ABOVENET,
      INC.

              
	 
      	 
      
	 
      	
                By:

              	
                     

              
	 
      	 
      	
                Name:

              
	 
      	 
      	
                Title:

              
	 
      	 
      
	 
      	
                ABOVENET
      COMMUNICATIONS, INC.

              
	 
      	 
      
	 
      	
                By:

              	
                     

              
	 
      	 
      	
                Name:

              
	 
      	 
      	
                Title:

              
	 
      	 
      
	 
      	
                ABOVENET
      OF UTAH, L.L.C.

              
	 
      	 
      
	 
      	
                By:

              	
                     

              
	 
      	 
      	
                Name:

              
	 
      	 
      	
                Title:

              
	 
      	 
      
	 
      	
                ABOVENET
      OF VA, L.L.C.

              
	 
      	 
      
	 
      	
                By:

              	
                     

              
	 
      	 
      	
                Name:

              
	 
      	 
      	
                Title:

              
	 
      	 
      
	 
      	
                ABOVENET
      INTERNATIONAL, INC.

              
	 
      	 
      
	 
      	
                By:

              	
                     

              
	 
      	 
      	
                Name:

              
	 
      	 
      	
                Title:

              


      

    

     

    
      [Revolving
Credit Note Signature Page]

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    LOANS AND
PAYMENTS

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      Date

                                    	 	
                                      Amount
      and

                                      Type
      of Revolving
Loan

                                    	 	
                                      Payments
      of
Principal

                                    	 	
                                      Unpaid

                                      Principal

                                      Balance
      of

                                      Revolving

                                      Credit
      Note

                                    	 	
                                      Name
      of Person
Making Notation

                                    
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    EXHIBIT
D

     

    FORM OF SWINGLINE
NOTE

    


    
      	
              $10,000,000.00

            	
              [City],
      [State]

            
	 
      	
              ___________
      ____, 2011

            


    

    


    FOR VALUE
RECEIVED, the undersigned, ABOVENET, INC., a Delaware
corporation (“AboveNet”), ABOVENET COMMUNICATIONS, INC.,
a Delaware corporation (“ACI”), ABOVENET OF UTAH, L.L.C., a
Delaware limited liability company (“AboveNet Utah”),
ABOVENET OF VA, L.L.C.,
a Virginia limited liability company (“AboveNet Virginia”),
ABOVENET INTERNATIONAL,
INC., a Delaware corporation (“International”;
International, AboveNet Virginia, AboveNet Utah, ACI and AboveNet are
collectively referred to as the “Borrowers,” and each individually,
as a “Borrower”), hereby
promise, on a joint and several basis, to pay to the order of SUNTRUST BANK, a
Georgia state banking corporation (the “Swingline Lender”) or
its registered assigns, at the office of SunTrust Bank (“SunTrust”) at 303
Peachtree St., N.E., Atlanta, Georgia 30308, on the earlier of (i) the last day
of the Interest Period applicable to such Borrowing and (ii) the Revolving
Commitment Termination Date, as such terms are defined in the Revolving Credit
Agreement dated as of January 28, 2011 (as amended, restated, amended and
restated, supplemented or otherwise modified from time to time, the “Revolving Credit
Agreement”) among the Borrowers, the Lenders from time to time party
thereto and SunTrust, as Administrative Agent for the Lenders, as Issuing Bank
and as Swingline Lender, the lesser of the principal sum of TEN MILLION AND
NO/100 DOLLARS ($10,000,000.00) or the aggregate unpaid principal amount of all
outstanding Swingline Loans made by the Swingline Lender to the Borrowers
pursuant to the Revolving Credit Agreement from time to time, in lawful money of
the United States of America in immediately available funds, and to pay interest
from the date hereof on the principal amount thereof from time to time
outstanding, in like funds, at said office, at the rate or rates per annum and
payable on such dates as provided in the Revolving Credit Agreement. In
addition, should legal action or an attorney-at-law be utilized to collect any
amount due hereunder, the Borrowers further promise to pay all costs of
collection, including the reasonable attorneys’ fees of the Administrative Agent
and the Swingline Lender. Terms not defined herein shall have the meanings
ascribed to such terms in the Revolving Credit Agreement.

     

    The
Borrowers promise to pay interest on any overdue principal and, to the extent
permitted by law, overdue interest from their due dates at the times and at a
rate or rates provided in the Revolving Credit Agreement.

     

    All
Borrowings evidenced by this Swingline Note and all payments and prepayments of
the principal hereof and the date thereof shall be endorsed by the holder hereof
on the schedule attached hereto and made a part hereof or on a continuation
thereof which shall be attached hereto and made a part hereof, or otherwise
recorded by such holder in its internal records; provided, that the failure of
the holder hereof to make such a notation or any error in such notation shall
not affect the obligations of the Borrowers to make the payments of principal
and interest in accordance with the terms of this Swingline Note and the
Revolving Credit Agreement.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    This
Swingline Note is issued in connection with, and is entitled to the benefits of,
the Revolving Credit Agreement which, among other things, contains provisions
for the acceleration of the maturity hereof upon the happening of certain
events, for optional and mandatory prepayment of the principal hereof prior to
the maturity hereof and for the amendment or waiver of certain provisions of the
Revolving Credit Agreement, all upon the terms and conditions therein
specified.

     

    THIS
SWINGLINE NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF
THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSES SECTION 5-1401 AND 5-1402 OF
THE NEW YORK GENERAL OBLIGATIONS LAW BUT EXCLUDING ALL OTHER CHOICE OF LAW AND
CONFLICT OF LAW RULES) AND ANY APPLICABLE LAWS OF THE UNITED STATES OF
AMERICA.

     

    [Remainder
of page intentionally left blank]



    
      
         


      

      
        - 2
-

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, a duly authorized officer of each Borrower as an authorized
signatory has executed this Swingline Note as of the day and year first written
above.

    


    
      
        
          
            
              
                
                  	 
      	
                          ABOVENET,
      INC.

                        
	 
      	 
      
	 
      	
                          By:

                        	 
      
	 
      	 
      	
                          Name:

                        
	 
      	 
      	
                          Title:

                        
	 
      	 
      
	 
      	
                          ABOVENET
      COMMUNICATIONS, INC.

                        
	 
      	 
      
	 
      	
                          By:

                        	 
      
	 
      	 
      	
                          Name:

                        
	 
      	 
      	
                          Title:

                        
	 
      	 
      
	 
      	
                          ABOVENET
      OF UTAH, L.L.C.

                        
	 
      	 
      
	 
      	
                          By:

                        	 
      
	 
      	 
      	
                          Name:

                        
	 
      	 
      	
                          Title:

                        
	 
      	 
      
	 
      	
                          ABOVENET
      OF VA, L.L.C.

                        
	 
      	 
      
	 
      	
                          By:

                        	 
      
	 
      	 
      	
                          Name:

                        
	 
      	 
      	
                          Title:

                        
	 
      	 
      
	 
      	
                          ABOVENET
      INTERNATIONAL, INC.

                        
	 
      	 
      
	 
      	
                          By:

                        	 
      
	 
      	 
      	
                          Name:

                        
	 
      	 
      	
                          Title:

                        


                

              

            

          

        

      

    

    


    [Signature
Page to Swingline Note]



    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    LOANS AND
PAYMENTS

    


    
      
        
          
            	
                    Date

                  	  	
                    Amount and

                    Type of Loan

                  	  	
                    Payments of

                    Principal

                  	  	
                    Unpaid Principal

                    Balance of Note

                  	  	
                    Name of Person Making

                    Notation

                  
	  	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      EXHIBIT
2.3

       

      FORM OF NOTICE OF REVOLVING
BORROWING

       

      [Date]

       

      SunTrust
Bank,

          as
Administrative Agent

          for
the Lenders referred to below

      303
Peachtree Street, N.E.

      Atlanta,
GA 30308

      


      Ladies
and Gentlemen:

      


      Reference
is made to the Revolving Credit Agreement dated as of January 28, 2011
(as amended, restated, amended and restated, supplemented or otherwise modified
from time to time, and in effect on the date hereof, the “Revolving Credit
Agreement”), among the undersigned, as Borrowers, the Lenders from time
to time party thereto, and SunTrust Bank, as Administrative Agent, as Issuing
Bank and as Swingline Lender.  Terms defined in the Revolving Credit
Agreement are used herein with the same meanings.  This notice
constitutes a Notice of Revolving Borrowing, and the Borrowers hereby request a
Borrowing under the Revolving Credit Agreement, and in that connection the
Borrowers specify the following information with respect to the Borrowing
requested hereby:

       

      
        	
              	
                (A)

              	
                Aggregate
      principal amount of Borrowing1:                                                

              


      

       

      
        	
              	
                (B)

              	
                Date
      of Borrowing (which is a Business Day):                                              

              


      

       

      
        	
              	
                (C) 

              	
                Type
      of Revolving Loan2:                                             

              


      

       

      
        	
              	
                (D) 

              	
                Interest
      Period3:
                                                  

              


      

      


      [Continued
on Following Page]

       

      
        
          

        

        1 Not less
than $5,000,000 or a larger multiple of $1,000,000 (or the remaining amount of
the Aggregate Revolving Commitment Amount, if less) for Eurodollar Borrowing,
and not less than $1,000,000 or a larger multiple of $100,000 (or the remaining
amount of the Aggregate Revolving Commitment Amount, if less) for Base Rate
Borrowing; provided, that Base
Rate Loans made pursuant to Section 2.4 of the Revolving Credit Agreement may be
made in lesser amounts as provided therein.  At no time shall the
total number of Eurodollar Borrowings outstanding at any time exceed five
(5).

      

        
        2
Eurodollar Borrowing or Base Rate Borrowing.

      

        
        3 Initial
Interest Period only required in the case of a Eurodollar
Borrowing.  The duration of the Interest Period must comply with the
definition of “Interest Period” and end not later than the Revolving Commitment
Termination Date.

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        The
Borrowers hereby represent and warrant that the conditions specified in
paragraphs (a), (b), (c) and (e) of Section 3.2 of the Revolving
Credit Agreement are satisfied.  The Borrowers hereby certify to the
Administrative Agent and each Lender that, after giving pro forma effect to the
Borrowing requested herein, the Borrowers and their Subsidiaries are in
compliance on a Pro Forma Basis with the financial covenants set forth in
Article VI of the Revolving Credit Agreement.

         

        [Remainder
of page intentionally left blank]


      

      
        
           


        

        
          - 2
-

          
            

          

        

        
           


        

      

       

      
        
          
            	
                    Very
      truly yours,

                  
	 
      
	
                    ABOVENET,
      INC., as Borrower representative

                  
	 
      
	
                    By:

                  	 
      
	
                    Name:

                  
	
                    Title:

                  


          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
       

      EXHIBIT
2.4

       

      FORM OF NOTICE OF SWINGLINE
BORROWING

       

      [Date]

       

      SunTrust
Bank,

          as
Administrative Agent

          for
the Lenders referred to below

      303
Peachtree Street, N.E.

      Atlanta,
GA 30308

      


      Ladies
and Gentlemen:

      


      Reference
is made to the Revolving Credit Agreement dated as of January 28, 2011
(as amended, restated, amended and restated, supplemented or otherwise modified
from time to time, and in effect on the date hereof, the “Revolving Credit
Agreement”), among the undersigned, as Borrowers, the Lenders from time
to time party thereto, and SunTrust Bank, as Administrative Agent, as Issuing
Bank and as Swingline Lender.  Terms defined in the Revolving Credit
Agreement are used herein with the same meanings.  This notice
constitutes a Notice of Swingline Borrowing, and the Borrowers hereby request a
Borrowing under the Revolving Credit Agreement, and in that connection the
Borrowers specify the following information with respect to the Borrowing
requested hereby:

       

             (A)         
   Principal amount of Swingline Loan1:                                         

       

             (B)        
    Date of Swingline Loan (which is a Business Day):                                         

       

             (C)        
    Interest Period2:                                         

       

      
        
          	
                	
                  (D)

                	
                  Location
      and number of Borrower’s account to which proceeds of Borrowing are to be
      disbursed:                                         

                


        

      

       

      
        [Continued
on Following Page]

      

      
         

        
          

        

        1
Aggregate principal amount of each Swingline Loan shall be not less than
$100,000 or a larger multiple of $50,000, or such other minimum amounts agreed
to by the Swingline Lender and the Borrowers.

      

        
        2 The
duration of the Interest Period must comply with the definition of “Interest
Period” and end not later than the Revolving Commitment Termination
Date.

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      The
Borrowers hereby represent and warrant that the conditions specified in
paragraphs (a), (b), (c) and (e) of Section 3.2 of the Revolving
Credit Agreement are satisfied.  The Borrowers hereby certify to the
Administrative Agent and each Lender that, after giving pro forma effect to the
Borrowing requested herein, the Borrowers and their Subsidiaries are in
compliance on a Pro Forma Basis with the financial covenants set forth in
Article VI of the Revolving Credit Agreement.

       

      [Remainder
of page intentionally left blank]



      
        
           


        

        
          - 2
-

          
            

          

        

        
           


        

      

       

      
        
          
            	
                    Very
      truly yours,

                  
	 
      
	
                    ABOVENET,
      INC., as Borrower representative

                  
	 
      
	
                    By:

                  	 
      
	 
      	
                    Name:

                  
	 
      	
                    Title:

                  


          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
2.6

     

    FORM OF NOTICE OF
CONVERSION/CONTINUATION

    


    [Date]

    


    SunTrust
Bank,

    as
Administrative Agent

    for the
Lenders referred to below

    303
Peachtree Street, N.E.

    Atlanta,
GA 30308

    


    Ladies
and Gentlemen:

    


    Reference
is made to the Revolving Credit Agreement dated as of January 28, 2011
(as amended, restated, amended and restated, supplemented or otherwise modified
from time to time, and in effect on the date hereof, the “Revolving Credit
Agreement”), among the undersigned, as Borrowers, the Lenders from time
to time party thereto, and SunTrust Bank, as Administrative Agent, as Issuing
Bank and as Swingline Lender.  Terms defined in the Revolving Credit
Agreement are used herein with the same meanings.  This notice
constitutes a Notice of Conversion/Continuation and the Borrowers hereby request
the continuation or conversion of a Borrowing under the Revolving Credit
Agreement, and in that connection the Borrowers specify the following
information with respect to the Borrowing to be converted or continued as
requested hereby:

    


    (A)           Borrowing
to which this request applies1:  _______________________________

    (B)           Principal
amount of Borrowing to be continued/converted2:  ___________________________

      _________________

    (C)           Effective
date of election (which is a Business
Day):  ______________________

    (D)           Type
of resulting Borrowing3:  ______________________

    (E)            Interest
Period (if Eurodollar Borrowing)4:  ________________________

     

    [Signatures
on Following Page]

     

    
      
        

      

      1
Swingline Borrowings may not be continued or converted.  If different
options are being elected with respect to different portions thereof, specify
the portions that are to be allocated to each resulting
Borrowing.

    

      
      2 The
aggregate principal amount of any resulting Borrowing shall be not less than
$5,000,000 or a larger multiple of $1,000,000 for Eurodollar Borrowing, and not
less than $1,000,000 or a larger multiple of $100,000 for Base Rate
Borrowing.  At no time shall the total number of Eurodollar Borrowings
outstanding at any time exceed five (5).

    

      
      3 Base
Rate Borrowing or Eurodollar Borrowing.

    

      
      4 The
duration of the Interest Period must comply with the definition of “Interest
Period” and end not later than the Revolving Commitment Termination
Date.

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  Very
      truly yours,

                
	 
      
	
                  ABOVENET,
      INC., as Borrower representative

                
	 
      
	
                  By:

                	 
      
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

    

     

    
      
        
        

      

      
        - 2
-

        
          

        

      

      
        
        

      

    

     

    
      

        EXHIBIT
3.1(b)(viii)

        


        FORM
OF CERTIFICATE OF [ASSISTANT] SECRETARY

        OF

        [NAME
OF LOAN PARTY]

        


        I, __________, [Assistant] Secretary of [NAME OF LOAN PARTY], a [State of Incorporation or formation]
[corporation][limited liability company] (the “Company”), hereby
certify as follows pursuant to Section 3.1.(b) of that certain Revolving Credit
Agreement dated as of even date herewith, by and among ABOVENET, INC., a Delaware
corporation (“AboveNet”), ABOVENET COMMUNICATIONS, INC.,
a Delaware corporation (“ACI”), ABOVENET OF UTAH, L.L.C., a
Delaware limited liability company (“AboveNet Utah”),
ABOVENET OF VA, L.L.C.,
a Virginia limited liability company (“AboveNet Virginia”),
and ABOVENET INTERNATIONAL,
INC., a Delaware corporation (“International”), as
Borrowers, the Lenders from time to time party thereto, and SUNTRUST BANK, as
Administrative Agent, as Issuing Bank and as Swingline Lender (the “Revolving Credit
Agreement”; capitalized terms not otherwise defined herein shall have the
meaning ascribed to such terms in the Credit Agreement) that:

        


        (1)           I
am the duly elected, qualified and acting [Assistant] Secretary of the
Company.

        


        (2)           Attached
hereto as Exhibit
A is a true, correct and complete copy of the [Articles of Incorporation][Articles
of Organization][Certificate of Formation] of the Company, certified to
be true, correct and complete by the Secretary of State of the State of [State of incorporation or
formation], and such [Articles of Incorporation][Articles
of Organization][Certificate of Formation] of the Company [has][have] not been amended,
modified or otherwise supplemented since the date of such certificate for the
Secretary of State.

        


        (3)           Attached
hereto as Exhibit
B is a true, correct and complete copy of the [By-Laws][Operating
Agreement][Limited Liability Company Agreement] of the Company, together
with all amendments thereto, all of which were duly adopted and are in full
force and effect on the date hereof.

        


        (4)           Attached
hereto as Exhibit
C is a true, correct and complete copy of the resolutions of the [Board of Directors][Member[s]][Board
of Managers] of the Company, duly adopted [by unanimous written consent]
on __________, 201_, such action having been duly taken in accordance with the
provisions of applicable law, the [Articles of Incorporation][Articles
of Organization][Certificate of Formation] and the [By-Laws][Operating
Agreement][Limited Liability Company Agreement] of the Company, and being
now in full force and effect, without any modifications in any
respect.  Such resolutions authorize the Company and the officers
designated therein to execute and deliver, and to do all things necessary or
appropriate for the payment and performance of all the Company’s obligations
under the Loan Documents to which the Company is a party.


        
          
             


          

          
             


            
              

            

          

          
             


          

        

        


        (5)           Attached
hereto as Exhibit
D is a true, correct and complete copy of a certificate of [existence][good standing]
issued by the Secretary of State of the State of [State of Incorporation or
formation].  The Company has, from the date of such
certificate, remained in good standing under the laws of such
State.

        


        (6)           The
persons named on the grid attached hereto as Exhibit E
have been elected or appointed, are duly qualified and are presently incumbent
officers of the Company with authority to execute the Loan Documents to which
the Company is a party, holding the respective offices set forth opposite each
name.  The signature opposite the name of each such person is that
person’s genuine signature.

        


        [Remainder
of page intentionally left blank]


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        IN
WITNESS WHEREOF, the undersigned has executed this Certificate on this ___ day
of January, 2011.


        


        
          
            
              
                	 
      	 	 
      
	 
      	
                        Name:

                      
	 
      	
                        Title:  [Assistant]
      Secretary

                      


              

            

          

        

         

        I, __________, do hereby certify that I
am the duly elected, qualified and acting __________ of the Company, that I am
familiar with __________ and [his][her] signature, that
__________ is the duly elected, qualified and acting [Assistant] Secretary of the
Company and that the foregoing signature of __________ is [his][her]
signature.

        


        IN WITNESS WHEREOF, I have hereunto set
my hand this ___ day of _________, 2011.

        


        
          
            
              
                	 
      	 	 
      
	 
      	
                        Name:

                      
	 
      	
                        Title:

                      


              

            

          

        

         

        
          
             


          

          
             


            
              

            

          

          
             


          

        


        EXHIBIT
A

        


        Exhibit A
- 1


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        EXHIBIT
B

        


        Exhibit B
- 1


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        EXHIBIT
C

        


        Exhibit C
- 1


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        EXHIBIT
D

        


        Exhibit D
- 1


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        EXHIBIT
[E][F]

        


        INCUMBENCY
GRID

        


        
          
            
              
                
                  
                    
                      	
                              Name

                            	 
      	
                              Title

                            	 
      	
                              Signature

                            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 	 	 	 	 
	 
      	
                                

                            	 
      	 
      	 
      


                    

                  

                

              

            

          

        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        

          EXHIBIT
3.1(b)(xi)


           

          FORM OF OFFICER'S
CERTIFICATE

           

          Reference
is made to that certain Revolving Credit Agreement dated as of
January 28, 2011 by and among ABOVENET, INC., a Delaware
corporation (“AboveNet”), ABOVENET COMMUNICATIONS, INC.,
a Delaware corporation (“ACI”), ABOVENET OF UTAH, L.L.C., a
Delaware limited liability company (“AboveNet Utah”),
ABOVENET OF VA, L.L.C.,
a Virginia limited liability company (“AboveNet Virginia”),
ABOVENET INTERNATIONAL,
INC., a Delaware corporation (“International”;
International, AboveNet Virginia, AboveNet Utah, ACI and AboveNet are
collectively referred to as the “Borrowers,” and each individually,
as a “Borrower”), the
Lenders from time to time party thereto, and SunTrust Bank, as Administrative
Agent, as Issuing Bank and as Swingline Lender (the “Revolving Credit
Agreement”).  Terms defined in the Revolving Credit Agreement
are used herein with the same meanings.  This certificate is being
delivered pursuant to Section 3.1(b)(xi) of the Revolving Credit
Agreement.

           

          I,
____________, [Title]
of the Borrower representative, do hereby certify that after giving effect to
the funding of any initial Loan or initial issuance of a Letter of
Credit:

           

          
            	
                     
      

                  	
                    (a)

                  	
                    I
      am authorized to execute and deliver this Officer’s
      Certificate;

                  


          

           

          
            	
                     
      

                  	
                    (b)

                  	
                    no
      Default or Event of Default exists at the date
  hereof;

                  


          

           

          
            	
                     
      

                  	
                    (c)

                  	
                    all
      representations and warranties of each Loan Party set forth in the Loan
      Documents are true and correct on and as of the date hereof, both
      immediately before and immediately after giving effect to the closing of
      the transactions contemplated by the Revolving Credit Agreement;
      and

                  


          

          


          
            	
                     
      

                  	
                    (d)

                  	
                    since
      ___________  ___, _____, there has been no change, event or
      other circumstance which has had or could reasonably be expected to have a
      Material Adverse Effect.

                  


          

          


          [remainder
of page intentionally left blank]



          
            
               


            

            
               


              
                

              

            

            
               


            

          


          IN
WITNESS WHEREOF, I have executed this Officer’s Certificate as [Title] of the Borrower
representative and not in an individual capacity this ____ day of
_________, 2011.

          


          
            
              
                	
                        By:

                      	 
      
	
                        Name:

                      
	
                        Title:

                      


              

            

          

           

          [Signature
Page to Officer’s Certificate]

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
             

            EXHIBIT
5.1(c)

            


            FORM
OF

            COMPLIANCE
CERTIFICATE

            


            THIS CERTIFICATE is given
pursuant to Section
5.1(c) of the Revolving Credit Agreement, dated as of January __, 2011
(as amended, modified or supplemented from time to time, the “Revolving Credit
Agreement,” the terms defined therein being used herein as therein
defined), among ABOVENET,
INC., a Delaware corporation (“AboveNet”), ABOVENET COMMUNICATIONS, INC.,
a Delaware corporation (“ACI”), ABOVENET OF UTAH, L.L.C., a
Delaware limited liability company (“AboveNet Utah”),
ABOVENET OF VA, L.L.C.,
a Virginia limited liability company (“AboveNet Virginia”)
and ABOVENET INTERNATIONAL,
INC., a Delaware corporation (“International”;
AboveNet, ACI, AboveNet Utah, AboveNet Virginia and International are referred
to herein individually as a “Borrower” and
collectively as the “Borrowers”), certain
banks and other financial institutions from time to time parties thereto (the
“Lenders”), and
SunTrust Bank, as Issuing Bank, Swingline Lender and as Administrative Agent for
the Lenders.

             

            The
undersigned hereby certifies that:

             

            1.           [He]
[She] is a duly elected Responsible Officer of the Borrower
representative.

             

            2.           The
Borrowers have delivered, contemporaneously with this Certificate, copies of the
financial statements of AboveNet and its Subsidiaries required to be delivered
under [Section
5.1(a)/Section 5.1(b)] of the Revolving Credit Agreement.  Such
financial statements fairly present the consolidated financial condition of
AboveNet and its Subsidiaries as of such date and the consolidated results of
operations for such period in conformity with GAAP consistently applied, subject
to year end audit adjustments and the absence of footnotes in the case of the
interim financial statements.

             

            3.           The
undersigned has reviewed the terms of the Revolving Credit Agreement and has
made, or caused to be made under the supervision of the undersigned, a review in
reasonable detail of the transactions and condition of AboveNet and its
Subsidiaries during the accounting period covered by such financial
statements.

             

            4.           The
examination described in paragraph 3 above did not disclose, and the undersigned
has no knowledge of the existence of, any Default or Event of Default during or
at the end of the accounting period covered by such financial statements or as
of the date of this Certificate.

             

            5.           Attached
to this Certificate as Attachment A is a covenant compliance worksheet
reflecting the computation of the financial covenants set forth in Article VI of the
Revolving Credit Agreement as of the last day of the period covered by the
financial statements enclosed herewith.

             

            6.           As
of the date of this Compliance Certificate, there have been the following
changes since the prior Compliance Certificate delivered under Section 5.1(c) of the
Revolving Credit Agreement in which subsidiaries constitute Material
Subsidiaries:

             

            Material
Subsidiaries - ___________


            
              
                 


              

              
                 


                
                  

                

              

              
                 


              

            

             

            IN WITNESS WHEREOF, the
undersigned has executed and delivered this Certificate as of the ___ day of
_______, 20__.

             

            
              
                
                  
                    
                      
                        	 
      	
                                ABOVENET,
      INC.

                              	 
      
	 
      	 
      	 
      
	 
      	
                                By:

                              	 
      	 
      
	 
      	
                                Name:

                              	 
      	 
      
	 
      	
                                Title:

                              	 
      	 
      


                      

                    

                  

                

              

            

             

            
              
                 


              

              
                Exhibit
5.1(c) – Page 2

                
                  

                

              

              
                 


              

            


            Attachment
A

             

            ABOVENET,
INC.

             

            Financial
Covenant Compliance

            For the
quarter ended __________, 20__


             

            
              
                
                  	
                          
                            Debt Provision

                          

                        	 	
                          
                            Name of Covenant

                          

                        	 	
                          
                            Benchmark

                          

                        	 	
                          
                            Result

                          

                        	 	 	
                          
                            Compliance Status

                          

                        	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                          6.1

                        	 	
                          Maximum Leverage
      Ratio

                        	 	
                          2.50:1.00

                        	 	 	____	 	 	 	____	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                          6.2

                        	 	
                          Minimum
      Interest Coverage Ratio

                        	 	
                          3.00:1.00

                        	 	 	____	 	 	 	____	 


                

              

            

             

            
              
                 


              

              
                Attachment
A – Page 1

                
                  

                

              

              
                 


              

            


            Leverage
Ratio

             (Section 6.1)

            


            
              
                
                  
                    
                      
                        
                          
                            	
                                    Consolidated
      Total Debt:

                                  	 	 	 
	 
      	 	 	 
	
                                    All
      Indebtedness of the Borrowers and their Subsidiaries measured on a
      consolidated basis as of the last day of the twelve month period then
      ending (the “Defined
      Period”)

                                  	 	$	 	 
	 
      	 	 	 	 
	
                                    Less:   all
      Hedging Obligations as of the last day of the Defined
    Period

                                  	 	$	 	 
	 
      	 	 	 	 
	
                                    Consolidated
      Total Debt

                                  	 	$	 	 
	 
      	 	 	 	 
	
                                    Consolidated
      EBITDA for the Defined Period (calculated in the manner required by
      Schedule I of the Compliance Certificate)

                                  	 	$	 	 
	 
      	 	 	 	 
	
                                    Total
      Leverage Ratio (ratio of Consolidated Total Debt to Consolidated EBITDA
      for the Defined Period)

                                  	 	
                                    ____
      to 1.0

                                  	 


                          

                        

                      

                    

                  

                

              

            

             

            
              
                 


              

              
                Attachment
A – Page 2

                
                  

                

              

              
                 


              

            


            Interest
Coverage Ratio

            (Section 6.2)

            


            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  Interest
      Coverage Ratio for the twelve (12) month period then ending (the “Defined
      Period”) is defined as follows:

                                                	 	 	 
	 
      	 	 	 
	
                                                  Interest
      Coverage Numerator:

                                                	 	 	  	 
	 	 	 	 	 
	
                                                  Consolidated
      EBITDA for the Defined Period (calculated in the manner required by
      Schedule I of the Compliance Certificate)

                                                	 	$	 	 
	 
      	 	 	 	 
	
                                                  Interest
      Coverage Denominator:

                                                	 	 	  	 
	  	 	 	  	 
	
                                                  for
      AboveNet and its Subsidiaries, the sum of (i) total interest expense,
      including without limitation the interest component of any payments in
      respect of Capital Lease Obligations capitalized or expensed during the
      Defined Period (whether or not actually paid during such Defined Period)
      plus
      (ii) the net amount payable (or minus
      the net amount receivable) with respect to Hedging Transactions during the
      Defined Period (whether or not actually paid or received during such
      Defined Period), all calculated in accordance with GAAP

                                                	 	$	 	 
	 
      	 	 	 	 
	
                                                  Interest
      Coverage Ratio (Ratio of Interest Coverage Numerator to Interest Coverage
      Denominator) for the Defined Period

                                                	 	
                                                  ___
      to 1.0

                                                	 


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

             

            
              
                 


              

              
                Attachment
A – Page 3

                
                  

                

              

              
                 


              

            


            EBITDA

            (Schedule
I)

             

            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      EBITDA
      for the twelve (12) month period then ending (the “Defined Period”) is
      defined as follows: 1

                                    	 	 	 
	 
      	 	 	 
	
                                      the
      net income (or loss) of AboveNet and its Subsidiaries for the Defined
      Period determined on a consolidated basis in accordance with GAAP, but
      excluding therefrom (to the extent otherwise included therein)
      (i) any extraordinary gains or losses, (ii) any gains attributable to
      write-ups of assets, (iii) any unremitted earnings of any Person that
      is not a Subsidiary resulting from any equity interest of the Borrowers or
      any Subsidiary of the Borrowers in such Person the income of any
      Subsidiary to the extent that the declaration or payment of dividends or
      similar distributions by such Subsidiary of that income is not at the time
      permitted by operation of the terms of its charter or any agreement,
      instrument, judgment, decree, order, statute, rule or governmental
      regulation applicable to such Subsidiary and (v) any income (or loss) of
      any Person accrued prior to the date it becomes a Subsidiary or is merged
      into or consolidated with the Borrowers or any Subsidiary on the date that
      such Person’s assets are acquired by the Borrowers or any
      Subsidiary

                                    	 	$	 	 
	 
      	 	 	 	 
	
                                      Plus
      (without duplication):

                                    	 	 	 	 
	 	 	 	 	 
	
                                      For
      AboveNet and its Subsidiaries, the sum of (i) total interest expense,
      including without limitation the interest component of any payments in
      respect of Capital Lease Obligations capitalized or expensed during the
      Defined Period (whether or not actually paid during such Defined Period)
      plus (ii) the net
      amount payable (or minus the net amount
      receivable) with respect to Hedging Transactions during the Defined Period
      (whether or not actually paid or received during such Defined Period), all
      calculated in accordance with GAAP, to the extent deducted in the
      determination of net income for the Defined Period

                                    	 	$	 	 
	 
      	 	 	 	 
	
                                      income
      tax expense for the Defined Period determined on a consolidated basis in
      accordance with GAAP, to the extent deducted in the determination of net
      income for the Defined Period

                                    	 	$	 	 


                            

                          

                        

                      

                    

                  

                

              

            

            


            
              
                
                  
                    
                      
                        	
                                depreciation
      and amortization determined on a consolidated basis in accordance with
      GAAP for the Defined Period, to the extent deducted in the determination
      of net income for the Defined Period

                              	 	$	 	 
	 
      	 	 	 	 
	
                                all
      other non-cash charges for the Defined Period reasonably acceptable to the
      Administrative Agent determined on a consolidated basis in accordance with
      GAAP, to the extent deducted in the determination of net income for the
      Defined Period

                              	 	$	 	 
	 
      	 	 	 	 
	
                                EBITDA
      for the Defined Period

                              	 	$	 	 


                      

                    

                  

                

              

            

             

            
              


            
              1 For
purposes of calculating Consolidated EBITDA of AboveNet and its Subsidiaries for
any period, (x) the Consolidated EBITDA of any Person acquired by, or merged
into or consolidated with, AboveNet and its Subsidiaries during such period
shall be included on a pro
forma basis for such period (assuming for purposes of such calculation
that the consummation of such acquisition, merger or consolidation in connection
therewith occurred on the first day of such period) and (y) the
Consolidated EBITDA of any Subsidiary whose (1) Capital Stock is sold,
transferred or otherwise disposed of to any Person during such period or (2)
assets (if all or substantially all) are sold, transferred, leased or otherwise
disposed of to any Person other during such period, in either case under this
clause (y), shall be excluded on a pro forma basis for such
period (assuming for purposes of such calculation that the consummation of such
sale, lease, transfer or other disposition occurred on the first day of such
period)


            

          

          
            
              
              

            

            
              Attachment A – Page 4