SECOND AMENDMENT TO THE RIGHTS AGREEMENT


 


This SECOND AMENDMENT TO THE AMENDED AND
RESTATED RIGHTS AGREEMENT, dated as of March 18, 2012 (this “Amendment”), to the Amended and Restated Rights Agreement,
dated as of August 3, 2009, as amended as of January 26, 2010 (the “Rights Agreement”) between AboveNet, Inc. (the
“Company”) and American Stock Transfer & Trust Company, LLC, as rights agent (the “Rights Agent”).


 


RECITALS


 


WHEREAS, the Company intends to enter into
an Agreement and Plan of Merger, dated as of March 18, 2012 (as it may be amended or supplemented from time to time, the “Merger
Agreement”), by and among the Company, Zayo Group, LLC, a Delaware limited liability company (“Parent”), and
Voila Sub, Inc., a Delaware corporation (“Merger Sub”);


 


WHEREAS, the Board of Directors of the Company
has approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement;


 


WHEREAS, the Board of Directors of the Company
has determined that the Merger Agreement and the terms and conditions set forth therein and the transactions contemplated thereby,
including, without limitation, the Merger (as such term is defined in the Merger Agreement), are advisable and in the best interests
of the Company and its shareholders;


 


WHEREAS, the Board of Directors of the Company
has determined, in connection with the execution of the Merger Agreement, that it is in the best interests of the Company and its
shareholders to amend the Rights Agreement to exempt the Merger Agreement and the transactions contemplated thereby, including,
without limitation, the Merger, from the application of the Rights Agreement as set forth in this Amendment;


 


WHEREAS, pursuant to Section 27 of the Rights
Agreement, prior to the Distribution Date (as such term is defined in the Rights Agreement), the Company and the Rights Agent must,
if the Company so directs, supplement or amend any provision of the Rights Agreement without the approval of any holders of the
Rights (as such term is defined in the Rights Agreement); and


 


WHEREAS, pursuant to the terms of the Rights
Agreement and in accordance with Section 27 thereof, the Company has directed that the Rights Agreement should be amended as set
forth in this Amendment.


 


NOW, THEREFORE, in consideration of the
foregoing and the mutual agreements set forth in the Rights Agreement and herein, the parties hereto agree as follows:


 


AGREEMENT


 


NOW, THEREFORE, the Rights Agreement is hereby amended
as follows:


 



    	 



    	 



    

 


1. Defined Terms. Capitalized terms used herein and not
otherwise defined shall have meaning assigned to such terms in the Rights Agreement.


 


2. Direction to Rights Agent. The Company hereby directs
the Rights Agent, in its capacity as Rights Agent and in accordance with the terms of Section 27 of the Rights Agreement, to execute
this Amendment.


 


3. Certification of the Appropriate Officer. The undersigned
officer of the Company, being duly authorized on behalf of the Company, hereby certifies in his or her capacity as an officer on
behalf of the Company to the Rights Agent that (a) he or she is an “officer” of the Company as such term is used in
Section 27 of the Rights Agreement, and (b) this Amendment is in compliance with the terms of Section 27 of the Rights Agreement.


 


4. Amendment of Rights Agreement. The Rights Agreement
is hereby amended as follows:


 


A. Amendment of Section 1(a). Section 1(a) of the Rights
Agreement is hereby modified and amended by adding the following sentence at the end thereof:


 


“Notwithstanding anything in this Agreement to the contrary,
none of the parties to the Agreement and Plan of Merger, dated as of March 18, 2012, by and among Zayo Group, LLC, Voila Sub, Inc.
and the Company (as it may be amended or supplemented from time to time, and including all exhibits and schedules thereto (the
“Merger Agreement”) or any agreements referenced therein, as same may be amended or supplemented from time to time),
nor any of their Affiliates and Associates, shall be deemed, individually or collectively, to be an Acquiring Person, a Beneficial
Owner of Common Shares or an Affiliate or Associate of any Acquiring Person by virtue of (x) the approval, execution or delivery
of the Merger Agreement, (y) the consummation of the Merger (as defined in the Merger Agreement) or (z) the consummation of any
of the other transactions contemplated by the Merger Agreement.”


 


B. Amendment of Section 7(a). Section 7(a) of the Rights
Agreement is hereby modified, amended and restated in its entirety as follows:


 


“The registered holder of any Right Certificate may exercise
the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date
upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the
Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each
one one- hundredth of a Preferred Share (or such other number of shares or other securities) as to which the Rights are exercised,
at or prior to the earliest of (i) the Close of Business on August 7, 2012 (the “Final Expiration Date”), (ii) the
time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), (iii) the time at which
such Rights are exchanged as provided in Section 24 hereof, (iv) one (1) year from the date hereof if the approval of this Agreement
is not ratified by holders of a majority of the votes cast at a duly called meeting of the Company’s stockholders or any
adjournment or postponement thereof, at which a quorum is present, within such one (1) year period, or (v) the time immediately
prior to the Effective Time (as such term is defined in the Merger Agreement).”


 



    	 



    	 



    

 


C. Amendment of Section 20. The Rights Agreement is hereby
further modified and amended by adding a new Section 20(l) to the end thereof to read in its entirety as follows:


 


“The Rights Agent shall not be subject to, nor be
required to comply with, or determine if any person or entity has complied with, the Merger Agreement or any other agreement
between or among the parties thereto, even though reference thereto may be made in this Agreement, or to comply with any
notice, instruction, direction, request or other communication, paper or document other than as expressly set forth in this
Agreement.”


 


D. Amendment of Section 25. The Rights Agreement is hereby
further modified and amended by adding a new Section 25(c) to the end thereof to read in its entirely as follows:


 


“Notwithstanding anything in this Agreement to the contrary,
the Company shall not be required to give any notice hereunder to any holder of a Rights Certificate by virtue of (i) the approval,
execution or delivery of the Merger Agreement, (ii) the consummation of the Merger (as defined in the Merger Agreement) or (iii)
the consummation of any of the other transactions contemplated by the Merger Agreement.”


 


E. Amendment of Section 30. Section 30 of the Rights
Agreement is hereby modified, amended and restated in its entirety as follows:


 


“Nothing in this Agreement shall be construed to give
to any person or corporation other than the Company, the Rights Agent and the registered holders of the Right Certificates (and,
prior to the Distribution Date, the Common Shares) any legal or equitable right, remedy or claim under this Agreement, by virtue
of the execution and delivery the Merger Agreement or the consummation of the Merger or any other transactions contemplated by
the Merger Agreement; but this Agreement shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered
holders of the Right Certificates (and, prior to the Distribution Date, the Common Shares).”


 


F. Addition of Section 35. The Rights Agreement is hereby
further modified and amended by adding a new Section 35 to the end thereof to read in its entirety as follows:


 


“SECTION 35. EXCEPTION
FOR MERGER AGREEMENT


 


Notwithstanding any
other provision of this Agreement, neither the approval, execution or delivery of the Merger Agreement, or any related agreement,
nor the consummation of the Merger or other related transactions contemplated by the Merger Agreement is or shall be deemed to
constitute an event described in Section 11(a)(ii) or Section 13, nor shall such performance or consummation result in the occurrence
of a Shares Acquisition Date, a Distribution Date or any other separation of the Rights from the underlying Common Shares, nor
entitle or permit the holders of the Rights to exercise the Rights or otherwise affect the rights of the holders of the Rights,
including giving the holders of the Rights the right to acquire securities of any party to the Merger Agreement.”


 



    	 



    	 



    

 


G. Addition
of Section 36. The Rights Agreement is hereby further modified and amended by adding a new Section 36 to the end thereof to
read in its entirety as follows:


 


“SECTION 36. TERMINATION OF THE AGREEMENT


 


Notwithstanding anything herein to the contrary, immediately
prior to the Effective Time (as defined in the Merger Agreement), but only if the Effective Time shall occur, this Agreement shall
terminate and shall forthwith become void and have no effect, without any liability or obligation on the part of the Company, the
Rights Agent or the holders of any Rights, all Rights established hereunder shall automatically expire and such time shall be deemed
the Final Expiration Date for all purposes of this Agreement.”


 


5. Miscellaneous.


 


A. If any term, provision, covenant or restriction of this Amendment
is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected,
impaired or invalidated.


 


B.
This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall
be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely
within such State.


 


C. This Amendment may be executed in any number of counterparts
and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.


 


D. The Rights
Agent and the Company hereby waive any notice requirement under the Rights Agreement pertaining to the matters covered by this
Amendment.


 


E. This Amendment shall be deemed effective as of the date first
written above. Except as expressly amended herein, all other terms and conditions of the Rights Agreement shall remain in full
force and effect. Without limiting the foregoing, the Rights Agent shall not be subject to, nor required to interpret or comply
with, or determine if any Person has complied with, the Merger Agreement even though reference thereto may be made in this Amendment
and the Rights Agreement.


 



    	 



    	 



    

 


IN WITNESS WHEREOF, the parties to this Amendment have caused
this Amendment to be duly executed, as of the day and year first above written.


 


	ATTEST:	 	ABOVENET, INC.
	 	 	 
	/s/ William G. LaPerch	 	/s/ Robert Sokota
	Name:  William G. LaPerch	 	Name:  Robert Sokota
	Title:  Chief Executive Officer	 	Title:  Senior Vice President and General Counsel
	 	 	 
	ATTEST:	 	AMERICAN STOCK TRANSFER &
	 	 	TRUST COMPANY, LLC
	 	 	 
	/s/ Jennifer Donovan	 	/s/ Paula Caroppoli
	Name:  Jennifer Donovan	 	Name:  Paula Caroppoli
	Title:  Vice President	 	Title:  Senior Vice President