Exhibit
10.1

     

    AMENDMENT
NO. 3 TO

     

    CREDIT
AND GUARANTY AGREEMENT

     

    AMENDMENT NO. 3 TO CREDIT AND
GUARANTY AGREEMENT (the “Amendment”) dated as
of March 4, 2010, is among AboveNet, Inc., a Delaware corporation, AboveNet
Communications, Inc., a Delaware corporation, AboveNet of Utah, LLC, a Delaware
limited liability company, AboveNet of VA, LLC, a Virginia limited liability
company, and AboveNet International Inc., a Delaware corporation, (hereinafter
the “Borrowers”), the
Lenders from time to time parties thereto, Societe Generale, as administrative
agent (the “Administrative
Agent”), and CIT Lending Services Corporation, as documentation agent
(the “Documentation
Agent”) (the Administrative Agent and the Documentation Agent together,
the “Agents”).

     

    WHEREAS, the Borrowers, the
Agents and the Lenders are parties to that certain Credit and Guaranty Agreement
dated as of February 29, 2008 as amended by Waiver and Amendment No. 1 to the
Credit and Guaranty Agreement dated as of September 22, 2008 and as further
amended by Amendment No. 2 to the Credit and Guaranty Agreement dated as of June
29, 2009 (as so amended, and as the same may be hereafter further amended,
modified, supplemented or restated from time to time, the “Credit Agreement;”
undefined capitalized terms used herein shall have the meanings assigned thereto
in the Credit Agreement), pursuant to which the Lenders have agreed to make
certain “Loans” and other financial accommodations to the
Borrowers;

     

    WHEREAS, the Borrowers have
requested that the Agents and the Lenders amend the Credit Agreement in the
manner set forth herein in order to amend the principal payment schedule with
respect to the repayment of each Delayed Draw Loan, and the Agents and the
Lenders have agreed to such request; and

     

    WHEREAS, the Lenders and the
Borrowers are entering into this Amendment pursuant to Section 12.01 of the
Credit Agreement.

     

    NOW, THEREFORE, in
consideration of the premises set forth above, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Borrowers, the Agents and the Lenders agree as follows:

     

    1. Repayment of
Loans.  Section 2.07(b)(ii)
of the Credit Agreement is hereby amended and restated in its entirety as
follows:

     

    (ii)           of each Delayed Draw Loan, prior to the
Maturity Date, on each Principal Payment Date commencing on the first Principal
Payment Date, being March 31, 2010 and through the last Principal Payment Date
corresponding to the year 2012, and on the Maturity Date in the amount set forth
in the table below, before giving effect to any prepayments in respect of the
Delayed Draw Term Loan made pursuant to Section
2.05:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      
        
          	
                  Principal
      Payment Date

                   

                	
                  Delayed
      Draw Loan Principal Amortization

                   

                
	
                  March
      31, 2010

                	
                  $810,000

                
	
                  June
      30, 2010

                	
                  $810,000

                
	
                  September
      30, 2010

                	
                  $810,000

                
	
                  December
      31, 2010

                	
                  $810,000

                
	
                  March
      31, 2011

                	
                  $810,000

                
	
                  June
      30, 2011

                	
                  $810,000

                
	
                  September
      30, 2011

                	
                  $810,000

                
	
                  December
      31, 2011

                	
                  $810,000

                
	
                  March
      31, 2012

                	
                  $810,000

                
	
                  June
      30, 2012

                	
                  $1,080,000

                
	
                  September
      30, 2012

                	
                  $1,080,000

                
	
                  December
      31, 2012

                	
                  $1,080,000

                
	
                  On
      the Maturity Date

                   

                	
                  The
      amount equal to the unpaid balance of the Delayed Draw Loans then
      outstanding.

                


        

      

    

    


    2. Amendment. Effective
as of the date first above written and subject to Section 3 hereof and
the execution of this Amendment by the parties hereto, the Credit Agreement
shall be and is hereby amended on the terms set forth in Section 1
hereof.

     

    3. Conditions
Precedent.  This Amendment shall become effective as of the
date above written, if, and only if the Administrative Agent has
received

     

    (a) duly
executed originals of this Amendment from the Borrowers, the Lenders and the
Agents; and

     

    (b)  all
fees and amounts due and payable on or prior to the effective date of this
Agreement, including to the extent invoiced, reimbursement or payment of all
out-of-pocket expenses required to be reimbursed or paid by the Borrower
hereunder or under any other Loan Document or related agreement.

     

    4. Representations and
Warranties of the Borrowers.  The Borrowers hereby represent
and warrant as follows:

     

    (a)           This
Amendment, and the Credit Agreement, as amended hereby, constitute legal, valid
and binding obligations of the Borrowers and are enforceable against the
Borrowers in accordance with their terms.

     

    (b)           Upon
the effectiveness of this Amendment, the Borrowers hereby reaffirm all
representations and warranties made in the Credit Agreement, and to the extent
the same are not amended hereby, agree that all such representations and
warranties shall be deemed to have been remade as of the date of delivery of
this Amendment, unless and to the extent that any such representation and
warranty is stated to relate solely to an earlier date, in which case such
representation and warranty shall be true and correct as of such earlier
date.

     

    (c)           As
of the date hereof, and after giving effect to this Amendment, the Borrowers
shall be in compliance with all the terms and provisions set forth in the Credit
Agreement, subject to the amendment set forth herein, on its part to be observed
or performed, and no Event of Default or Default shall have occurred and be
continuing.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    5. Reference to and Effect on
the Credit Agreement.

     

    (a)           Upon
the effectiveness of Section 2 hereof each
reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,”
“herein” or words of like import shall mean and be a reference to the Credit
Agreement as amended hereby, and each reference to the Credit Agreement in any
other document, instrument or agreement shall mean and be a reference to the
Credit Agreement as modified hereby.

     

    (b)           The
Credit Agreement, as amended hereby, and all other documents, instruments and
agreements executed and/or delivered in connection therewith, shall remain in
full force and effect, and are hereby ratified and confirmed.

     

    (c)           Except
as expressly provided herein, the execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy of the
Agents or the Lenders, nor constitute a waiver of any provision of the Credit
Agreement or any other documents, instruments and agreements executed and/or
delivered in connection therewith.

     

    6. GOVERNING LAW. THIS
AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE OTHER
REMAINING TERMS OF THE CREDIT AGREEMENT AND THE INTERNAL LAWS (AS OPPOSED TO
CONFLICT OF LAW PROVISIONS) OF THE STATE OF NEW YORK.

     

    7. Paragraph
Headings.  The paragraph headings contained in this Amendment
are and shall be without substance, meaning or content of any kind whatsoever
and are not a part of the agreement among the parties hereto.

     

    8. Counterparts.  This
Amendment may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    IN
WITNESS WHEREOF. this Amendment has been duly executed as of the day and year
first above written.

     

    
      	
              THE
      BORROWERS:

            	
              AboveNet, Inc., a
      Delaware corporation

            
	 
      	 
      
	 
      	
              By:

            	
               /s/
      Joseph P. Ciavarella

            
	 
      	
              Name:

            	
              Joseph
      P. Ciavarella

            
	 
      	
              Title:

            	
              SVP
      and Chief Financial Officer

            


    

    


    
      	 
      	
              AboveNet Communications, Inc.,
      a

            
	 
      	
              Delaware
      corporation

            
	 
      	 
      
	 
      	
              By:

            	
               /s/
      Joseph P. Ciavarella

            
	 
      	
              Name:

            	
              Joseph
      P. Ciavarella

            
	 
      	
              Title:

            	
              SVP
      and Chief Financial Officer

            


    

    


    
      	 
      	
              AboveNet
      of Utah, LLC,

            
	 
      	
              by
      AboveNet Communications, Inc.,

            
	 
      	
              its
      sole member

            
	 
      	 
      
	 
      	
              By:

            	
               /s/
      Joseph P. Ciavarella

            
	 
      	
              Name:

            	
              Joseph
      P. Ciavarella

            
	 
      	
              Title:

            	
              SVP
      and Chief Financial Officer

            


    

    


    
      	 
      	
              AboveNet
      of VA, LLC,

            
	 
      	
              by
      AboveNet Communications, Inc.,

            
	 
      	
              its
      sole member

            
	 
      	 
      
	 
      	
              By:

            	
               /s/
      Joseph P. Ciavarella

            
	 
      	
              Name:

            	
              Joseph
      P. Ciavarella

            
	 
      	
              Title:

            	
              SVP
      and Chief Financial Officer

            


    

    


    
      	 
      	
              AboveNet International, Inc.,
      a Delaware

            
	 
      	
              corporation

            
	 
      	 
      
	 
      	
              By:

            	
               /s/
      Joseph P. Ciavarella

            
	 
      	
              Name:

            	
              Joseph
      P. Ciavarella

            
	 
      	
              Title:

            	
              SVP
      and Chief Financial Officer

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              ADMINISTRATIVE
      AGENT:

            	
              SOCIETE
      GENERALE,

            
	 
      	
              as
      Administrative Agent

            
	 
      	 
      
	 
      	
              By:

            	
               /s/
      Elaine Khalil

            
	 
      	
              Name:

            	
              Elaine
      Khalil

            
	 
      	
              Title:

            	
              Managing
      Director

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              DOCUMENTATION
      AGENT:

            	
              CIT
      LENDING SERVICES

            
	 
      	
              CORPORATION,

            
	 
      	
              as
      Documentation Agent

            
	 
      	 
      
	 
      	
              By:

            	
               /s/
      Anthony Holland

            
	 
      	
              Name:

            	
              Anthony
      Holland

            
	 
      	
              Title:

            	
              Vice
      President

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              LENDERS:

            	
              SOCIETE
      GENERALE,

            
	 
      	 
      
	 
      	
              By:

            	
               /s/
      Elaine Khalil

            
	 
      	
              Name:

            	
              Elaine
      Khalil

            
	 
      	
              Title:

            	
              Managing
      Director

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 
      	
              CIT
      LENDING SERVICES CORPORATION

            
	 
      	 
      
	 
      	
              By:

            	
               /s/
      Anthony Holland

            
	 
      	
              Name:

            	
              Anthony
      Holland

            
	 
      	
              Title:

            	
              Vice
      President

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 
      	
              SUNTRUST
      BANK

            
	 
      	 
      
	 
      	
              By:

            	
               /s/
      Michael Silverman

            
	 
      	
              Name:

            	
              Michael
      Silverman

            
	 
      	
              Title:

            	
              Managing
      Director