Exhibit
10.1


EXECUTION
COPY


 


 


 


$200,000,000


COGENT COMMUNICATIONS GROUP, INC.

(a Delaware corporation)


1.00% Convertible Senior Notes due 2027


 


 


 


PURCHASE AGREEMENT


 


 


 


 


 


 


June 6, 2007


















June 6, 2007


 


Bear, Stearns & Co. Inc.


383 Madison Avenue


New York, NY  10179


UBS Securities LLC


299 Park Avenue


New York, NY  10171


RBC Capital Markets Corporation


One Liberty Plaza


165 Broadway


New York, NY  10006


Cowen and Company, LLC


1221 Avenue of the Americas


New York, NY  10020


Ladies and Gentlemen:


Cogent Communications Group, Inc., a Delaware
corporation (the “Company”),
proposes to issue and sell to Bear, Stearns & Co. Inc., UBS Securities LLC,
RBC Capital Markets Corporation and Cowen and Company, LLC (taken together, the
“Initial Purchasers”),
$200,000,000 aggregate principal amount of its 1.00% Convertible Senior Notes
due 2027 (the “Notes”).  In addition, the Company proposes to grant to
the Initial Purchasers an overallotment option to purchase up at an additional
$ 20,000,000 aggregate principal amount of Notes (the “Overallotment
Notes”).  All references to
the Notes herein shall include the Overallotment Notes.  The Notes will be issued in connection with
the Company’s maturity of certain existing Company 7.50% convertible
subordinated notes on June 15, 2007.  The
Notes will be issued pursuant to an Indenture (the “Indenture”) dated June 11, 2007, by and between the Company
and Wells Fargo Bank, N.A., as Trustee (the “Trustee”).  This Purchase Agreement (this “Agreement”), the Registration Rights Agreement, to be dated
the Closing Date, between the Initial Purchasers and the Company (the “Registration Rights Agreement”), and the
Indenture are hereinafter collectively referred to as the “Transaction Documents” and the execution
and delivery of the Transaction Documents and the transactions contemplated
herein and therein are hereinafter referred to as the “Transactions”.


The Notes will be offered and sold through the Initial
Purchasers without being registered under the Securities Act of 1933, as
amended (the “Securities Act”),
to qualified institutional buyers in compliance with the exemption from
registration provided by Rule 144A under the Securities Act.  The Initial Purchasers has advised the
Company that they will offer and sell the Notes purchased by them hereunder in
accordance with Section 3 hereof as soon as the Initial Purchasers deems
advisable.













In connection with the sale of the Notes, the Company
has prepared a preliminary offering circular, dated June 5, 2007 (the “Preliminary Circular”), the Offering
Circular (as defined below) and a Final Offering Circular (as defined below),
dated the date hereof (the “Final Circular,” the Preliminary Circular, and the
Offering Circular are referred to herein as a “Circular”).  Each Circular sets forth certain information
concerning the Company, the Notes, the Transaction Documents and the
Transactions.  The Company hereby
confirms that it has authorized the use of the Preliminary Circular and the
Final Circular, and any amendment or supplement thereto, in connection with the
offer and sale of the Notes by the Initial Purchasers.


Prior to the time when the sales of the Notes were
first made (the “Time of Sale”, which shall be
deemed to be 9:15 a.m. (New York time) on June 6, 2007), the Company has prepared
and delivered to the Initial Purchasers a pricing supplement (the “Pricing Supplement”), which attached to this Agreement as
Attachment A.  The Pricing Supplement
together with the Preliminary Circular is referred to herein as the “Offering Circular.”


Promptly after the Time of Sale and in any event no
later than the second Business Day following the Time of Sale, the Company will
prepare and deliver to the Initial Purchasers a Final Offering Circular (the “Final Circular”), which will consist of the Preliminary Offering
Circular with such changes therein as are required to reflect the information
contained in the Pricing Supplement, and from and after the time such Final
Circular is delivered to the Initial Purchasers, all references herein to the
Offering Circular shall be deemed to be a reference to both the Offering
Circular and the Final Circular.


1.             Representations and Warranties
of the Company and the Principal Subsidiary.  The Company and the Principal Subsidiary (as
defined below) represent and warrant to, and agree with, the Initial Purchasers
that:


(a)           Each of the
Preliminary Circular as of its date, the Offering Circular at the Time of Sale
and at the Closing Date, and the Final Circular as of its date and the Closing
Date, and any amendment or supplement thereto, do not and will not contain any
untrue statement of a material fact or omit to state any material fact necessary
to make the statements therein, in light of the circumstances under which they
were made, not misleading; provided, however, that the
representations or warranties set forth in this paragraph shall not apply to
statements in or omissions from any Circular made in reliance upon and in
conformity with information furnished in writing to the Company by the Initial
Purchasers expressly for use therein, as specified in Section 9.  The statistical and industry data included in
the Offering Circular are based on or derived from sources that the Company and
the Principal Subsidiary believe to be reliable and accurate.


(b)           The documents
incorporated by reference in the Offering Circular did not, and any further
documents filed and incorporated by reference therein will not, if filed with
the United States Securities and Exchange Commission (the “Commission), contain
an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading.



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(c)           Each of the Company
and its subsidiaries has been duly organized, is validly existing and in good
standing as a corporation or other business entity under the laws of its
jurisdiction of organization and is duly qualified to do business and in good standing
as a foreign corporation or other business entity in each jurisdiction in which
its ownership or lease of property or the conduct of its businesses requires
such qualification, except where the failure to be so qualified or in good
standing, individually or in the aggregate, could not reasonably be expected to
have a material adverse effect on the condition (financial or otherwise),
results of operations, stockholders’ equity, properties, business or prospects
of the Company and its subsidiaries taken as a whole (a “Material Adverse Effect”).  Each of the Company and its subsidiaries has
all power and authority necessary to own or hold its properties and to conduct
the businesses as it is currently conducted. 
The Company does not own or control, directly or indirectly, any
corporation, association or other entity other than the subsidiaries listed in
Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended
December 31, 2006.  None of the
subsidiaries of the Company (other than Cogent Communications, Inc. (the “Principal Subsidiary”) and Cogent Europe,
SARL) is a “significant subsidiary,” as such term is defined in Rule 405 of the
rules and regulations of the Commission (the “Rules and Regulations”).


(d)           The Company has an
authorized capitalization as set forth in the Offering Circular, and all of the
issued shares of capital stock of the Company have been duly authorized and
validly issued, are fully paid and non-assessable, conform to the description
thereof contained in the Offering Circular and were issued in compliance with
federal and state securities laws and not in violation of any preemptive right,
resale right, right of first refusal or similar right.  All of the Company’s options, warrants and
other rights to purchase or exchange any securities for shares of the Company’s
capital stock have been duly authorized and validly issued, conform to the
description thereof contained in the Offering Circular and were issued in
compliance with federal and state securities laws.  All of the issued shares of capital stock of
each subsidiary of the Company have been duly authorized and validly issued,
are fully paid and non-assessable and are owned directly or indirectly by the
Company, other than as described in the Offering Circular, free and clear of
all liens, encumbrances, equities or claims, except for such liens,
encumbrances, equities or claims as could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.


(e)           The Company and the
Principal Subsidiary have all requisite corporate power and authority to
execute, deliver and perform their obligations under the Transaction
Documents.  The Transaction Documents
have been duly and validly authorized, executed and delivered by the Company
and the Principal Subsidiary.


(f)            The shares of
Company stock initially issuable upon conversion of the Notes have been duly
and validly authorized and reserved for issuance and, when issued and delivered
in accordance with the provisions of the Offering Circular and the Indenture,
will be duly and validly issued, fully paid and non-assessable and will conform
to the description of the Company’s stock contained in the Offering Circular.



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(g)           The execution,
delivery and performance of the Transaction Documents by the Company and the
Principal Subsidiary and the consummation of the transactions contemplated
hereby will not (i) conflict with or result in a breach or violation of
any of the terms or provisions of, impose any lien, charge or encumbrance upon
any property or assets of the Company and its subsidiaries, or constitute a
default under, any indenture, mortgage, deed of trust, loan agreement, license
or other agreement or instrument to which the Company or any of its
subsidiaries is a party or by which the Company or any of its subsidiaries is
bound or to which any of the property or assets of the Company or any of its
subsidiaries is subject; (ii) result in any violation of the provisions of
the charter or by-laws (or similar organizational documents) of the Company or
any of its subsidiaries; or (iii) result in any violation of any statute
or any order, rule or regulation of any court or governmental agency or body
having jurisdiction over the Company or any of its subsidiaries or any of their
properties or assets.


(h)           No consent,
approval, authorization or order of, or filing or registration with, any court
or governmental agency or body having jurisdiction over the Company or any of
its subsidiaries or any of their properties or assets is required for the execution,
delivery and performance of the Transaction Documents by the Company and the
consummation of the transactions contemplated hereby.


(i)            Other than as
described or incorporated by reference in the Offering Circular, there are no
contracts, agreements or understandings between the Company and any person
granting such person the right (other than rights which have been waived in
writing or otherwise satisfied) to require the Company to file a registration
statement under the Securities Act with respect to any securities of the
Company owned or to be owned by such person or to require the Company to
include such securities in the securities to be registered pursuant to the
Registration Rights Agreement or in any securities being registered pursuant to
any other registration statement filed by the Company under the Securities Act.


(j)            The Company has not
sold or issued any securities, the sale of which would be integrated with the
sale of the Notes or the shares of common stock issuable upon conversion of the
Notes by the Transaction Documents pursuant to the Securities Act, the Rules
and Regulations or the interpretations thereof by the Commission.


(k)           Neither the Company
nor any of its subsidiaries has sustained, since the date of the latest audited
financial statements included or incorporated by reference in the Offering
Circular, any loss or interference with its business from fire, explosion,
flood or other calamity, whether or not covered by insurance, or from any labor
dispute or court or governmental action, order or decree, and since such date,
there has not been any change in the capital stock or long-term debt of the
Company or any of its subsidiaries or any adverse change, or any development
involving a prospective adverse change, in or affecting the condition
(financial or otherwise), results of operations, stockholders’ equity,
properties, management, business or prospects of the Company and its
subsidiaries taken as a whole, in each case except as would not, in the
aggregate, reasonably be expected to have a Material Adverse Effect.


(l)            Since the date as
of which information is given in the Offering Circular and except as may
otherwise be described in the Offering Circular, neither the Company nor the
Principal Subsidiary has (i) incurred any liability or obligation, direct
or contingent, which taken individually or in the aggregate, is material to the
Company and/or the Principal Subsidiary, other than liabilities and obligations
that were incurred in the ordinary course of business, (ii) entered into any
material transaction not in the ordinary course of business or (iii) declared
or paid any dividend on its capital stock.



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(m)          The historical
financial statements (including the related notes and supporting schedules)
included or incorporated by reference in the Offering Circular comply as to
form in all material respects with the requirements of Regulation S-X under the
Securities Act and present fairly the financial condition, results of
operations and cash flows of the entities purported to be shown thereby at the
dates and for the periods indicated and have been prepared in conformity with
accounting principles generally accepted in the United States applied on a
consistent basis throughout the periods involved.


(n)           Ernst & Young
LLP, who have certified certain financial statements of the Company and its
consolidated subsidiaries, whose report appears in the Offering Circular or is
incorporated by reference therein and who have delivered the initial letter
referred to in Section 6(d) hereof, are independent registered public
accountants as required by the Securities Act and the Rules and Regulations.


(o)           The Company and each
of its subsidiaries have good and marketable title in fee simple to all real
property and good and marketable title to all personal property owned by them,
in each case free and clear of all liens, encumbrances and defects, except such
as are described or incorporated by reference in the Offering Circular or such
as do not materially affect the value of such property and do not materially
interfere with the use made and proposed to be made of such property by the
Company and its subsidiaries; and all assets held under lease by the Company
and its subsidiaries are held by them under valid, subsisting and enforceable
leases, with such exceptions as do not materially interfere with the use made
and proposed to be made of such assets by the Company and its subsidiaries.


(p)           The Company and each
of its subsidiaries carry, or are covered by, insurance from insurers of
recognized financial responsibility in such amounts and covering such risks as
is adequate for the conduct of their respective businesses and the value of
their respective properties and as is customary for companies engaged in
similar businesses in similar industries. 
All policies of insurance of the Company and its subsidiaries are in
full force and effect; the Company and its subsidiaries are in compliance with
the terms of such policies in all material respects; and neither the Company
nor any of its subsidiaries has received notice from any insurer or agent of
such insurer that capital improvements or other expenditures are required or
necessary to be made in order to continue such insurance.


(q)           There are no legal
or governmental proceedings pending to which the Company or any of its
subsidiaries is a party or of which any property or assets of the Company or
any of its subsidiaries is the subject that could, in the aggregate, reasonably
be expected to have a Material Adverse Effect or would, in the aggregate,
reasonably be expected to have a Material Adverse Effect on the performance of
the Transaction Documents or the consummation of the transactions contemplated
hereby; and to the Company’s knowledge, no such proceedings are threatened or
contemplated by governmental authorities or others.



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(r)            There are no
material contracts or other documents of a character required to be described
in, filed as exhibits with or incorporated by reference into a registration
statement as would be filed with the Commission that are not described and
filed or incorporated by reference therein to the Offering Circular.  Neither the Company nor any of its
subsidiaries has knowledge that any other party to any such contract, agreement
or arrangement has any intention not to render full performance as contemplated
by the terms thereof.


(s)           No relationship,
direct or indirect, exists between or among the Company, on the one hand, and
the directors, officers, stockholders, customers or suppliers of the Company,
on the other hand, that is of a character required to be described in a
registration statement as would be filed with the Commission that are not
described or incorporated by reference in the Offering Circular.


(t)            No labor
disturbance by the employees of the Company or its subsidiaries exists or, to
the knowledge of the Company, is imminent that would reasonably be expected to
have a Material Adverse Effect.


(u)           The Company and each
of its subsidiaries are in compliance in all material respects with all
presently applicable provisions of the Employee Retirement Income Security Act
of 1974, as amended, including the regulations and published interpretations
thereunder (“ERISA”); no “reportable
event” (as defined in ERISA) has occurred with respect to any “pension plan”
(as defined in ERISA) for which the Company or any of its subsidiaries would
have any liability; the Company and its subsidiaries have not incurred and do
not expect to incur liability under (i) Title IV of ERISA with respect to
termination of, or withdrawal from, any “pension plan” or (ii) Sections 412 or
4971 of the Internal Revenue Code of 1986, as amended, including the
regulations and published interpretations thereunder (the “Code”); each “pension plan” for which the
Company and its subsidiaries would have any liability that is intended to be
qualified under Section 401(a) of the Code is so qualified in all material
respects and nothing has occurred, whether by action or by failure to act,
which would cause the loss of such qualification; and the Company and each of
its subsidiaries have not incurred any unpaid liability to the Pension Benefit
Guaranty Corporation (other than for payment of premiums in the ordinary course
of business).


(v)           The Company and each
of its subsidiaries have filed all federal, state, local and foreign income and
franchise tax returns required to be filed through the date hereof, subject to
permitted extensions, and have paid all taxes due thereon, and no tax
deficiency has been determined adversely to the Company or any of its
subsidiaries, nor does the Company have any knowledge of any tax deficiencies
that would, in the aggregate, reasonably be expected to have a Material Adverse
Effect.


(w)          Neither the Company
nor any of its subsidiaries (i) is in violation of its charter or by-laws
(or similar organizational documents), (ii) is in default, and no event has
occurred that, with notice or lapse of time or both, would constitute such a
default, in the due performance or observance of any term, covenant or
condition contained in any indenture, mortgage, deed of trust, loan agreement,
license or other agreement or instrument to which it is a party or by which it
is bound or to which any of its properties or assets is subject or (iii) is in
violation of any statute or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over it or its property or
assets or has failed to obtain any license, permit, certificate, franchise or
other governmental authorization or permit necessary to the ownership of its
property or to the conduct of its business, except in the case of clauses (ii)
and (iii), to the extent any such conflict, breach, violation or default would
not, in the aggregate, reasonably be expected to have a Material Adverse
Effect.



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(x)            Neither the Company
nor any subsidiary is, and as of the Closing Date or upon application of funds
received pursuant to the Transactions, will be (i) an “investment company”
within the meaning of such term under the Investment Company Act of 1940, as
amended (the “Investment Company Act”),
and the Rules and Regulations, or (ii) a “business development company” as
defined in Section 2(a)(48) of the Investment Company Act.


(y)           Since the date of
the most recent audited balance sheet of the Company and its consolidated
subsidiaries included or incorporated by reference in the Offering Circular,
(i) the Company has not been advised of (A) any significant deficiencies
in the design or operation of internal controls that could adversely affect the
ability of the Company and each of its subsidiaries to record, process,
summarize and report financial data, or any material weaknesses in internal
controls or (B) any fraud, whether or not material, that involves management or
other employees who have a significant role in the internal controls of the
Company and each of its subsidiaries, and (ii) there have been no significant
changes in internal controls or in other factors that could significantly
affect internal controls, including any corrective actions with regard to
significant deficiencies and material weaknesses.


(z)            Neither the Company
nor the Principal Subsidiary has taken and will not take, directly or
indirectly, any action designed to or that has constituted or that could
reasonably be expected to cause or result in the stabilization or manipulation
of the price of any security of the Company to facilitate the sale, resale or
conversion of the Notes, except for the purchase of common stock of the Company
described in the Offering Circular under the caption “Use of Proceeds.”


(aa)         The Company and each
of its subsidiaries have such permits, licenses, patents, franchises,
certificates of need and other approvals or authorizations of governmental or
regulatory authorities (“Permits”)
as are necessary under applicable law to own their properties and conduct their
businesses in the manner described or incorporated by reference in the Offering
Circular, except for any of the foregoing that would not, in the aggregate,
reasonably be expected to have a Material Adverse Effect; each of the Company
and its subsidiaries has fulfilled and performed all of its obligations with
respect to the Permits, and no event has occurred that allows, or after notice
or lapse of time would allow, revocation or termination thereof or results in
any other impairment of the rights of the holder or any such Permits, except
for any of the foregoing that could not, in the aggregate, reasonably be
expected to have a Material Adverse Effect.


(bb)         Except as described
or incorporated by reference in the Offering Circular, the Company and each of
its subsidiaries own or possess adequate rights to use all material patents,
patent applications, trademarks, service marks, trade names, trademark
registrations, service mark registrations, copyrights, licenses and know-how
(including trade secrets and other unpatented and/or unpatentable proprietary
or confidential information, systems or procedures) necessary for the conduct
of their respective businesses and, other than as described or incorporated by
reference in the Offering Circular, have no reason to believe that the conduct
of their respective businesses will conflict with, and have not received any
notice of any claim of conflict with, any such rights of others.



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(cc)         The Company and each
of its subsidiaries are, and at all times prior were, (i) in compliance with
any and all applicable federal, state, local and foreign laws, regulations,
ordinances, rules, orders, judgments, decrees, permits or other legal
requirements relating to the protection of human health and safety, the environment,
natural resources or hazardous or toxic substances or wastes, pollutants or
contaminants (“Environmental Laws”),
which compliance includes obtaining, maintaining and complying with all permits
and authorizations and approvals required by Environmental Laws to conduct
their respective businesses and (ii) have not received notice of any
actual or potential liability for the investigation or remediation of any
disposal or release of hazardous or toxic substances or wastes, pollutants or
contaminants, except in the case of clause (i) or (ii) where such
non-compliance with or liability under Environmental Laws would not, in the
aggregate, reasonably be expected to have a Material Adverse Effect; and
neither the Company nor any of its subsidiaries has been named as a “potentially
responsible party” under the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended, or any other similar Environmental Law,
except with respect to any matters that, in the aggregate, would not reasonably
be expected to have a Material Adverse Effect. 
None of the Company and its subsidiaries (A) is a party to any
proceeding under Environmental Laws in which a governmental authority is also a
party, other than such proceedings regarding which it is believed no monetary
penalties of $100,000 or more will be imposed, and (B) anticipates material
capital expenditures relating to Environmental Laws.


(dd)         The Principal
Subsidiary indirectly, and through one or more of its wholly-owned, direct
subsidiaries, owns in excess of 70% of the value reflected in the financial
statements of the Company of the combined assets of the Company and its
subsidiaries on a consolidated basis.


(ee)         Except to the extent
prohibited under any existing revolving credit facility or other lending
arrangements described in the Offering Circular, no subsidiary of the Company
is prohibited, directly or indirectly, from paying any dividends to the
Company, from making any other distribution on such subsidiary’s capital stock,
from repaying to the Company any loans or advances to such subsidiary from the
Company or from transferring any of such subsidiary’s property or assets to the
Company or any other subsidiary of the Company, except as provided by
applicable laws or regulations, by the Indenture or as disclosed or
incorporated by reference in the Offering Circular.


(ff)           Except as otherwise
disclosed or incorporated by reference in the Offering Circular, there are no
outstanding (i) securities or obligations of the Company convertible into
or exchangeable for any capital stock of the Company, (ii) warrants,
rights or options to subscribe for or purchase from the Company any such
capital stock or any such convertible or exchangeable securities or obligations
or (iii) obligations of the Company to issue any such capital stock, any
such convertible or exchangeable securities or obligations, or any such warrants,
rights or options.



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(gg)         The Indenture
conforms to the requirements of the Trust Indenture Act of 1939, as amended
(the “Trust Indenture Act”),
and to the rules and regulations of the Securities and Exchange Commission (the
“Commission”) applicable to an indenture
that is qualified thereunder.


(hh)         The Notes have been
duly authorized and, on the Closing Date, when executed and authenticated in
the manner provided for in the Indenture and delivered to and paid for by the
Initial Purchasers as provided in this Agreement, will constitute the legal,
valid and binding obligations of the Company, enforceable against the Company
in accordance with their terms, except as the enforcement thereof may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting enforcement of creditors’ rights generally and except as enforcement
thereof is subject to general principles of equity, and will be entitled to the
benefits of the Indenture and the Registration Rights Agreement.


(ii)           Each of the Company
and the Principal Subsidiary are not now nor after giving effect to the
issuance of the Notes and the execution, delivery and performance of the
Transaction Documents and the consummation of the transactions contemplated
thereby or described in the Preliminary Circular or the Offering Circular, will
be (i) insolvent, (ii) left with unreasonably small capital with which to engage
in its anticipated business or (iii) incurring debts or other obligations
beyond its ability to pay such debts or obligations as they become due.


(jj)           Neither the Company
nor its affiliates (as defined in Rule 501(b) of Regulation D under the
Securities Act (“Regulation D”))
have distributed and, prior to the later of (i) the Closing Date and
(ii) the completion of the distribution of the Notes, will distribute any
offering material in connection with the offering and sale of the Notes other
than the Preliminary Circular, the Offering Circular or any amendment or
supplement thereto.


(kk)         The statements set
forth in the Offering Circular under the captions “Description of Capital Stock”,  “Description of the Notes”, and “Notice to
Investors”, insofar as such statements constitute summaries of legal documents,
fairly summarize in all material respects such documents.


(ll)           No proceedings for
the merger, consolidation, liquidation or dissolution of the Company or the
Principal Subsidiary or the sale of all or a material part of the assets of the
Company or the Principal Subsidiary is pending or contemplated.


(mm)       Neither the Company,
nor any of its affiliates has, directly or through any person acting on its or
their behalf (other than the Initial Purchasers, as to which no statement is
made), offered, solicited offers to buy or sold the Notes by any form of
general solicitation or general advertising (within the meaning of Regulation
D) or in any manner involving a public offering within the meaning of Section 4(2)
of the Securities Act.


(nn)         The Notes satisfy the
eligibility requirements of Rule 144A(d)(3) under the Securities Act.



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(oo)         Assuming the accuracy
of the representations and warranties of the Initial Purchasers in Section 3
hereof and compliance by the Initial Purchasers with the procedures set forth
in Section 3 hereof, it is not necessary in connection with the offer, sale and
delivery of the Notes to the Initial Purchasers in the manner contemplated by
this Agreement and disclosed in the Offering Circular to register the Notes
under the Securities Act or to qualify the Indenture under the Trust Indenture
Act.


(pp)         None of the
Transactions (including, without limitation, the use of proceeds from the sale
of the Notes) will violate or result in a violation of Section 7 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any regulation promulgated thereunder, including,
without limitation, Regulations T, U and X of the Board of Governors of the
Federal Reserve System.


(qq)         Except as disclosed
in the Offering Circular, there are no agreements, arrangements or
understandings that will require the payment of any commissions, fees or other
remuneration to any investment banker, broker, finder, consultant or intermediary
in connection with the transactions contemplated by this Agreement.


(rr)           Neither the Company
nor the Principal Subsidiary intends to treat any of the transactions
contemplated by the Transaction Documents as being a “reportable transaction”
(within the meaning of Treasury Regulation Section 1.6011-4).  In the event the Company determines to take
any action inconsistent with such intention, it will promptly notify the
Initial Purchasers thereof.  If the
Company so notifies the Initial Purchasers, the Company acknowledges that the
Initial Purchasers may treat its purchase and resale of Notes as part of a
transaction that is subject to Treasury Regulation Section 301.6112-1, and the
Initial Purchasers will maintain the lists and other records required by such
Treasury Regulation.


(ss)         The Company has been
advised by the NASD’s PORTAL Market that the Notes have been designated
PORTAL-eligible securities in accordance with the rules and regulations of the
NASD.


(tt)           There are no stamp
or other issuance or transfer taxes or duties or other similar fees or charges
required to be paid in connection with the execution and delivery of this Agreement
or the issuance or sale by the Company of the Notes.


Each certificate signed by any officer of the Company
and delivered to the Initial Purchasers or their counsel shall be deemed to be
a representation and warranty by the Company, as the case may be, to the
Initial Purchasers as to the matters covered thereby.


2.             Purchase, Sale and Delivery of
the Notes.  On the basis of the
representations, warranties, agreements and covenants herein contained and
subject to the terms and conditions herein set forth, the Company agrees to
issue and sell to each of the Initial Purchasers, and each of the Initial
Purchasers agrees, severally and not jointly, to purchaser from the Company, at
the purchase price equal to 97.75% of the principal amount thereof (the “Purchase Price”) the principal amount of Notes set forth
opposite the name of such Initial Purchaser in Attachment
B hereto and having the other terms set forth in the Pricing
Supplement.  One or more certificates in
definitive form or global form, as instructed by the Initial Purchasers has,
and in such 



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denomination or
denominations and registered in such name or names as the Initial Purchasers
requests upon notice to the Company not later than one full business day prior
to the Closing Date (as defined below), shall be delivered by or on behalf of
the Company to the Initial Purchasers for the account of the Initial
Purchasers, with any transfer taxes payable in connection with the transfer of
the Notes to the Initial Purchasers duly paid, against payment by or on behalf
of the Initial Purchasers of the Purchase Price therefor by wire transfer in
immediately available funds to the account of the Company.  Such delivery of and payment for the Notes
shall be made at the offices of Winston & Strawn LLP (“Counsel for the Initial
Purchasers”), 35 West Wacker Drive, Chicago, Illinois, 60601 at
10:00 A.M., Chicago time, on June 11, 2007, or at such other place, time
or date as the Initial Purchasers and the Company may agree upon, such time and
date of delivery against payment being herein referred to as the “Closing Date”.  The
Company will make such certificate or certificates for the Notes available for
examination by the Initial Purchasers at the Chicago offices of Counsel for the
Initial Purchasers not later than 10:00 A.M., New York time on the business day
prior to the Closing Date.


In addition,
the Company grants to each Initial Purchaser an option to purchase up to an
additional $ 20,000,000 of the Notes for the purpose of covering any
overallotment at the same price and pursuant to the same terms as described
this Agreement, the Offering Circular and the Pricing Supplement.  This overallotment grant shall expire 20 days
after the date of this Agreement; provided
that if such date falls on a day that is not a business day, the option granted
in this Agreement for the Overallotment Notes will expire on the next
succeeding business day; and may be exercised in whole or from time to time in
part by written notice being given to the Company by Bear, Stearns & Co.
Inc. on behalf of the Initial Purchasers. 
The Overallotment Notes shall be delivered pursuant to the same terms
and conditions as described in this Agreement, including all representations,
warranties, covenants and conditions as described herein.  Upon the exercise of the option to purchase
the Overallotment Notes, each Initial Purchaser agrees, severally and not
jointly, to purchase the aggregate principal amount of the Overallotment Notes
that bears the same proportion to the total amount of the Overallotment Notes
to be sold as the aggregate principal amount of Notes set forth on Attachment B
hereto opposite the name of such Initial Purchaser bears to the total aggregate
principal amount of Notes listed on Attachment B.


Any notice
delivered to the Company regarding the Overallotment Notes shall set forth the
aggregate amount of Overallotment Notes as to which the option is being
exercised, the names in which the Overallotment Notes are to be denominated and
the date and time as determined by Bear, Stearns & Co. Inc. when the
Overallotment Notes are to be delivered; provided,
however, that this date and time shall not be earlier than the
Closing Date nor earlier than the second business day after the date on which
the option shall have been exercised nor later than the fifth business day
after the date on which the option shall have been exercised.  The date and time the Overallotment Notes are
delivered are sometimes referred to as an “Overallotment
Note Closing Date” and the Closing Date and any Overallotment Note
Closing Date are sometimes each referred to as a Closing Date.



 11
 









Delivery of
and payment for the Overallotment Notes shall be made at the place specified
above for delivery of and payment for the Notes (or at such other place as
shall be determined by agreement between Bear, Stearns & Co. Inc. and the
Company) on the Overallotment Note Closing Date.  Delivery of the Notes shall be made to Bear,
Stearns & Co. Inc. for the account of each Initial Purchaser against
payment by the several Initial Purchasers through Bear, Stearns & Co. Inc.
of the respective aggregate purchase prices of the Notes being sold by the
Company to or upon the order of the Company by wire transfer in immediately
available funds to the accounts specified by the Company.  Time shall be of the essence, and delivery at
the time specified pursuant to this Agreement is a further condition of the
obligation of each Initial Purchaser hereunder. 
Delivery of the Notes shall be made through the facilities of The
Depository Trust Company unless Bear, Stearns & Co. Inc. shall otherwise
instruct.


3.             Offering of the Notes and the
Initial Purchasers’ Representations and Warranties.  The Initial Purchasers represents and
warrants to and agree with the Company and the Principal Subsidiary that:


(a)           It is a qualified
institutional buyer as defined in Rule 144A under the Securities Act (a “QIB”).


(b)           It will solicit
offers for such Notes only from, and will offer such Notes only to, persons
that it reasonably believes to be a QIB.


(c)           It will not offer or
sell the Notes using any form of general solicitation or general advertising
(within the meaning of Regulation D) or in any manner involving a public
offering within the meaning of Section 4(2) under the Securities Act.


4.             Covenants of the Company and the
Principal Subsidiary.  The Company
and the Principal Subsidiary covenants and agrees with the Initial Purchasers
that:


(a)           The Company will prepare
the Offering Circular in the form approved by the Initial Purchasers and prior
to the completion of the distribution will not amend or supplement the Offering
Circular without first furnishing to the Initial Purchasers a copy of such
proposed amendment or supplement and will not use any amendment or supplement
to which the Initial Purchasers may reasonably object.


(b)           The Company will
furnish to the Initial Purchasers and to Counsel for the Initial Purchasers
prior to 10:00 a.m. Chicago time on the business day next succeeding the date
of this Agreement and during the period referred to in paragraph (c) below,
without charge, as many copies of the Offering Circular and any amendments and
supplements thereto as they reasonably may request.


(c)           At any time prior to
the completion of the distribution of the Notes by the Initial Purchasers, if
any event occurs or condition exists as a result of which the Offering
Circular, as then amended or supplemented, would include any untrue statement
of a material fact or omit to state any material fact necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading, or if it should be necessary to amend or supplement the
Offering Circular to comply with applicable law, the Company will promptly (i)
notify the Initial Purchasers of the same; (ii) subject to the requirements of
paragraph (a) of this Section 4, prepare and provide to the Initial
Purchasers, at its own expense, an amendment or supplement to the Offering Circular
so that the statements in the Offering Circular as so amended or supplemented
will not, in the light of the circumstances when the Offering Circular is delivered
to a purchaser, be misleading or so that the Offering Circular, as  amended or supplemented, will comply with
applicable law; and (iii) supply any supplemented or amended Offering Circular
to the Initial Purchasers and Counsel for the Initial Purchasers, without
charge, in such quantities as may be reasonably requested.



 12
 









(d)           The Company will (i)
qualify the Notes for sale by the Initial Purchasers under the laws of such
jurisdictions as the Initial Purchasers may designate and (ii) maintain such
qualifications for so long as required for the sale of the Notes by the Initial
Purchasers.  The Company will promptly
advise the Initial Purchasers of the receipt by the Company of any notification
with respect to the suspension of the qualification of the Notes for sale in
any jurisdiction or the initiation or threatening of any proceeding for such purpose.


(e)           At any time prior to
the completion of the distribution of the Notes by the Initial Purchasers, the
Company will deliver to the Initial Purchasers such additional information
concerning the business and financial condition of the Company as the Initial
Purchasers may from time to time reasonably request and whenever it or any of
its subsidiaries publishes or makes available to the public (by filing with any
regulatory authority or securities exchange or by publishing a press release or
otherwise) any information that would reasonably be expected to be material in
the context of the issuance of the Notes under this Agreement, shall promptly notify
the Initial Purchasers as to the nature of such information or event.  The Company will likewise notify the Initial
Purchasers of (i) any decrease in the rating of the Notes or any other
debt securities of the Company by any nationally recognized statistical rating
organization (as defined in Rule 436(g)(2) under the Securities Act) or
(ii) any notice or public announcement given of any intended or potential
decrease in any such rating or that any such securities rating agency has under
surveillance or review, with possible negative implications, its rating of the
Notes, as soon as the Company becomes aware of any such decrease, notice or
public announcement.


(f)            The Company will
not, and will not permit any of its affiliates to, resell any of the Notes that
have been acquired by any of them, other than pursuant to an effective registration
statement under the Securities Act or in accordance with Rule 144 under the
Securities Act.


(g)           Except as
contemplated in the Registration Rights Agreement, none of the Company or any
of its affiliates, nor any person acting on its or their behalf (other than the
Initial Purchasers or any of its affiliates, as to which no statement is made)
will, directly or indirectly, make offers or sales of any security, or solicit
offers to buy any security, under circumstances that would require the
registration of the Notes under the Securities Act.


(h)           None of the Company
or any of its affiliates, nor any person acting on its or their behalf (other
than the Initial Purchasers or any of its affiliates, as to which no statement
is made), will solicit any offer to buy or offer to sell the Notes by means of
any form of general solicitation or general advertising (within the meaning of
Regulation D) or in any manner involving a public offering within the meaning
of Section 4(2) of the Securities Act.



 13















(i)            None of the Company
or any of its affiliates, nor any person acting on its or their behalf (other
than the Initial Purchasers or any of its affiliates, as to which no statement
is made), will sell, offer for sale or solicit offers to buy or otherwise negotiate
in respect of any securities of the same or a similar class as the Notes, other
than the Notes offered or sold to the Initial Purchasers hereunder in a manner
which would require the registration under the Securities Act of the Notes.


(j)            So long as any of
the Notes are “restricted securities” within the meaning of Rule 144(a)(3)
under the Securities Act, at any time that the Company is not then subject to
Section 13 or 15(d) of the Exchange Act, the Company will provide at its
expense to each holder of the Notes and to each prospective purchaser (as
designated by such holder) of the Notes, upon the request of such holder or
prospective purchaser, any information required to be provided by Rule
144A(d)(4) under the Securities Act. 
(This covenant is intended to be for the benefit of the holders, and the
prospective purchasers designated by such holders from time to time, of the
Notes.)


(k)           The Company will
apply the net proceeds from the sale of the Notes as set forth under “Use of
Proceeds” in the Offering Circular.


(l)            For so long as any
Notes are outstanding, the Company and its subsidiaries will conduct its
operations in a manner that will not subject the Company or any subsidiary to
registration as an investment company under the Investment Company Act.


(m)          Each Note will bear a
legend substantially to the following effect until such legend shall no longer
be necessary or advisable because the Notes are no longer subject to the restrictions
on transfer described therein:


THIS NOTE HAS NOT BEEN
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANS­FERRED
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER, OR AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF, THE SECURITIES ACT, IN ACCORDANCE WITH
ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
JURISDICTION AND IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS CONTAINED IN THE
INDENTURE UNDER WHICH THIS NOTE WAS ISSUED.


(n)           For a period of 30
days after the date hereof, without the prior written consent of Bear, Stearns
& Co. Inc., the Company shall not (1) except for shares of common stock
issued as consideration for acquisitions, offer, sell, pledge or otherwise dispose
of (or enter into any transaction or device that is designed to, or could be
expected to, result in the disposition by any person at any time in the future
of) any equity securities or securities convertible into or exchangeable for
shares of common stock of the of the Company (other than 



 14
 









the stock and
shares issued pursuant to employee benefit plans, qualified stock option plans
or other employee compensation plans existing on the date hereof or pursuant to
currently outstanding options, warrants or rights) or sell or grant options,
rights or warrants with respect to any shares of common stock of the Company or
securities convertible into or exchangeable for shares of common stock of the
Company (other than the grant of options pursuant to option plans existing on
the date hereof); (2) offer, sell, pledge or otherwise dispose of (or enter
into any transaction or device that is designed to, or could be expected to,
result in the disposition by any person at any time in the future of) any debt
securities of the Company similar to the Notes and warrants or rights to
purchase debt securities of the Company that are similar to the Notes; (3)
enter into any swap or other derivatives transaction that transfers to another,
in whole or in part, any of the economic benefits or risks of ownership of
shares of common stock of the Company, whether any such transaction described
in clause (1), (2) or (3) above is to be settled by delivery of shares of
common stock of the Company or other securities, in cash or otherwise, (4) file
or cause to be filed a registration statement with respect to any shares of
common stock of the Company or securities convertible, exercisable or
exchangeable into shares of common stock of the Company or any other securities
of the Company (other than the registration statement filed pursuant to the
Transaction Documents) or (5) publicly disclose the intention to do any of the
foregoing (other than the use of common stock as consideration for the
consummation of acquisitions or the sale of Notes offered pursuant to this Agreement).


(o)           The Company will,
promptly after it has notified the Initial Purchasers of any intention by the
Company to treat the Transactions as being a “reportable transaction” (within
the meaning of Treasury Regulation Section 1.6011-4), deliver a duly completed
copy of IRS Form 8886 or any successor form to the Initial Purchasers.


(p)           The Company
acknowledges and agrees that the Initial Purchasers is acting solely in the
capacity of an arm’s length contractual counterparty to the Company with
respect to the offering of the Notes contemplated hereby (including in
connection with determining the terms of the offering) and not as a financial
advisor or a fiduciary to, or an agent of, the Company or any other
person.  Additionally, the Initial
Purchasers is not advising the Company as to any legal, tax, investment,  accounting or regulatory matters in any
jurisdiction.  The Company shall consult
with its own advisors concerning such matters and shall be responsible for
making their own independent investigation and appraisal of the transactions
contemplated hereby, and the Initial Purchasers shall have no responsibility or
liability to the Company with respect thereto. Any review by the Initial
Purchasers of the Company, the transactions contemplated hereby or other
matters relating to such transactions will be performed solely for the benefit
of the Initial Purchasers and shall not be on behalf of the Company.


5.             Expenses.


(a)           Whether or not the transactions
contemplated in this Agreement are consummated or this Agreement is terminated,
the Company will pay or cause to be paid all expenses incident to the
performance of their obligations under this Agreement, including: (i) the fees,
disbursements and expenses of the Company’s counsel and the Company’s
accountants in connection with the issuance and sale of the Notes and all other
fees or expenses 



 15
 









in connection
with the preparation of each Circular and all amendments and supplements
thereto, including all printing costs associated therewith, and the delivering
of copies thereof to the Initial Purchasers, in the quantities requested, (ii)
all costs and expenses related to the transfer and delivery of the Notes to the
Initial Purchasers, including any transfer or other taxes payable thereon,
(iii) the cost of producing any Blue Sky or legal investment memorandum in
connection with the offer and sale of the Notes under state securities laws and
all expenses in connection with the qualification of the Notes for offer and
sale under state securities laws as provided in Section 4(d) hereof, including
filing fees and the reasonable fees and disbursements of Counsel for the
Initial Purchasers in connection with such qualification and in connection with
the Blue Sky or legal investment memorandum, such costs and expenses shall not
exceed $5,000 (iv) any fees charged by rating agencies for the rating of the
Notes, (v) the fees and expenses, if any, incurred in connection with the
admission of the Notes for trading in PORTAL or any appropriate market system,
(vi) the costs and charges of the Trustee and any transfer agent, registrar or
depositary, (vii) the cost of the preparation, issuance and delivery of the
Notes and (viii) all other costs and expenses incident to the performance of
the obligations of the Company hereunder for which provision is not otherwise
made in this Section.


(b)           If the sale of the Notes provided for
herein is not consummated because any condition to the obligations of the
Initial Purchasers set forth in Section 6 hereof is not satisfied or
because of any failure, refusal or inability on the part of the Company to
perform all obligations and satisfy all conditions on its part to be performed
or satisfied hereunder other than by reason of a default by any of the Initial
Purchasers, the Company will reimburse the Initial Purchasers upon demand for
all reasonable out-of-pocket expenses (including reasonable counsel fees and disbursements)
that shall have been incurred by them in connection with the proposed purchase
and sale of the Notes.


6.             Conditions to the Initial
Purchasers’ Obligations.  The
obligations of the Initial Purchasers to purchase and pay for the Notes shall
be subject to the accuracy of the representations and warranties of the Company
in Section 1 hereof, in each case as of the date hereof and as of the
Closing Date, as if made on and as of the Closing Date, to the accuracy of the
statements of the Company’s officers made pursuant to the provisions hereof, to
the performance by the Company of its covenants and agreements hereunder and to
the following additional conditions:


(a)           The Initial
Purchasers shall have received (i) an opinion, dated the Closing Date, of
Latham & Watkins LLP, counsel for the Company, in form and substance
satisfactory to the Initial Purchasers, to the effect set forth in Exhibit A hereto.


(b)           The Initial
Purchasers shall have received an opinion, dated the Closing Date, of Winston
& Strawn LLP, Counsel for the Initial Purchasers, with respect to the
issuance and sale of the Notes and such other related matters as the Initial
Purchasers may reasonably require to the effect set forth in Exhibit B hereto, and the Company shall
have furnished to such counsel such documents as it may reasonably request for
the purpose of enabling it to pass upon such matters.


(c)           The Initial
Purchasers shall have received an opinion, dated the Closing Date, of Davis
Polk & Wardwell, counsel for the Initial Purchasers, with respect to the
enforceability of the Indenture and certain other matters, to the effect set
forth in Exhibit C hereto.



 16
 









(d)           Robert Beury,
General Counsel of the Company, shall have furnished to the Initial Purchasers
his written opinion addressed to the Initial Purchasers and dated such Closing
Date, in form and substance reasonably satisfactory to the Initial Purchasers,
substantially in the form attached hereto as Exhibit
D.


(e)           Elvinger Hoss et
Prussen shall have furnished to the Initial Purchasers its written opinion, as
Luxembourg counsel to the Company, addressed to the Initial Purchasers and
dated such Closing Date, in form and substance reasonably satisfactory to the
Initial Purchasers, substantially in the form attached hereto as Exhibit E.


(f)            All corporate
proceedings and other legal matters incident to the authorization, form and
validity of this Agreement, the Transaction Documents, the issuance and
delivery of the Notes, the Transaction, and all other legal matters relating to
this Agreement and the Transactions contemplated hereby shall be reasonably
satisfactory in all material respects to counsel for the Initial Purchasers,
and the Company shall have furnished to such counsel all documents and
information that they may reasonably request to enable them to pass upon such
matters.


(g)           The Initial
Purchasers shall not have discovered nor disclosed to the Company on or prior
to the Closing Date that the Preliminary Circular, Pricing Supplement, Offering
Circular, or any amendment or supplement thereto, contains an untrue statement
of a fact which, in the opinion of Winston & Strawn LLP, counsel for the
Initial Purchasers, is material or omits to state a fact which, in the opinion
of such counsel, is material and is required to be stated therein or is
necessary to make the statements therein not misleading.


(h)           The Initial
Purchasers shall have received on each of the date hereof and the Closing Date
a letter, dated the date hereof or the Closing Date, as the case may be, in
form and substance satisfactory to the Initial Purchasers and Counsel for the
Initial Purchasers, from Ernst & Young LLP, independent auditors of the
Company, containing statements and information of the type ordinarily included
in accountants’ “comfort letters” to underwriters with respect to the financial
statements and certain financial information contained in the Offering
Circular; provided that the letter shall use a “cut-off date” within
three days of the date of such letter and that their procedures shall extend to
financial information in the Final Circular not contained in the Preliminary
Circular.  References to the Offering
Circular in this paragraph (d) with respect to either letter referred to above
shall include any amendment or supplement thereto at the date of such letter.


(i)            (i) Neither the
Company nor any of its subsidiaries shall have sustained, since the date of the
latest audited financial statements included or incorporated by reference in
the Offering Circular, any loss or interference with its business from fire,
explosion, flood or other calamity, whether or not covered by insurance, or
from any labor dispute or court or governmental action, order or decree other
than as set forth in the Preliminary Offering Circular or (ii) since such date
there shall not have been any change in the capital stock or long-term debt of
the Company or any of its subsidiaries or any change, or any development
involving a 



 17
 









prospective
change, in or affecting the condition (financial or otherwise), results of
operations, stockholders’ equity, properties, management, business or prospects
of the Company and its subsidiaries taken as a whole, the effect of which, in
any such case described in clause (i) or (ii), is, in the judgment of the
Initial Purchasers, so material and adverse as to make it impracticable or
inadvisable to proceed with the Transactions on the terms and in the manner
contemplated in the Offering Circular.


(j)            The Initial
Purchasers shall have received a certificate, dated the Closing Date and in
form and substance satisfactory to the Initial Purchasers, of the Chief Executive
Officer and the Chief Financial Officer of the Company as to the accuracy of
the representations and warranties of the Company in this Agreement at and as
of the Closing Date; that the Company has performed all covenants and
agreements and satisfied all conditions on its part to be performed or
satisfied at or prior to the Closing Date; and as to the matters set forth in
Sections 6(i) and (j) and that said officers have carefully examined the
Preliminary Circular, the Pricing Supplement, the Offering Circular and the
Final Circular and, in their opinion, (A)(1) the Offering Circular, as of the
Closing Date, (2) the Preliminary Circular, as of its delivery date, and (3)
the Offering Circular, as of the Time of Sale, did not and do not contain any
untrue statement of a material fact and did not and do not omit to state a
material fact required to be stated therein or necessary to make the statements
therein (except in the case of the Offering Circular, in the light of the
circumstances under which they were made) not misleading, and (B) since the
Time of Sale, no event has occurred that should have been set forth in an
amendment to the Offering Circular that has not been so set forth.


(k)           The Notes shall have
been designated for trading on PORTAL.


(l)            The Notes shall be
eligible for clearance and settlement through The Depository Trust Company (“DTC”), and Clearstream Banking and the Euroclear System as
indirect participants of DTC.


(m)          Subsequent to the
execution and delivery of this Agreement there shall not have occurred any of
the following:  (i) trading in securities
generally on the New York Stock Exchange, the Nasdaq Global Market or the
American Stock Exchange or in the over-the-counter market in the United States,
or trading in any securities of the Company on any exchange in the United
States or in the over-the-counter market in the United States, shall have been
suspended or materially limited or the settlement of such trading generally
shall have been materially disrupted or minimum prices shall have been
established on any such exchange or such market by the Commission, by such
exchange or by any other regulatory body or governmental authority having
jurisdiction, (ii) a banking moratorium shall have been declared by federal or
state authorities, (iii) the United States shall have become engaged in
hostilities, there shall have been an escalation in hostilities involving the
United States or there shall have been a declaration of a national emergency or
war by the United States or (iv) there shall have occurred such a material adverse
change in general economic, political or financial conditions, including,
without limitation, as a result of terrorist activities after the date hereof
(or the effect of international conditions on the financial markets in the
United States shall be such), as to make it, in the judgment of the Bear,
Stearns & Co. Inc., impracticable or inadvisable to proceed with the
Transactions on the terms and in the manner contemplated in the Offering
Circular.



 18
 









(n)           NASDAQ shall have
approved the listing, subject only to official notice of issuance of the shares
of common stock into which the Notes are convertible.


7.             Indemnification and Contribution.


(a)           The Company and the Principal
Subsidiary, jointly and severally, agrees to indemnify and hold harmless the
Initial Purchasers, its affiliates, directors and officers and each person, if
any, who controls (within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act) any Initial Purchasers against any losses,
claims, damages or liabilities, joint or several, to which the Initial
Purchasers or such other person may become subject, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon (i) any untrue statement or alleged untrue statement of any
material fact contained in the Preliminary Circular or the Offering Circular or
any amendment or supplement thereto; or (ii) the omission or alleged omission
to state in the Preliminary Circular or the Offering Circular or any amendment
or supplement thereto a material fact necessary to make the statements therein,
in the light of the circumstances in which they were made, not misleading, and
will reimburse, as incurred, the Initial Purchasers and each such other person
for any legal or other expenses reasonably incurred by such Initial Purchasers
or such other person in connection with investigating, defending against or
appearing as a third-party witness in connection with any such loss, claim,
damage, liability or action; provided, however, that the Company
will not be liable in any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon any untrue statement or
alleged untrue statement or omission or alleged omission made in any
Preliminary Circular, the Offering Circular, the Final Circular or any
amendment or supplement thereto, in reliance upon and in conformity with written
information furnished to the Company by the Initial Purchasers specifically for
use therein as set forth in Section 9 hereof.


(b)           The Initial Purchasers will indemnify
and hold harmless the Company and its affiliates, directors, officers, and each
person, if any, who controls any of the Company within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act against
any losses, claims, damages or liabilities to which the Company, any such
affiliates, directors or officers or such controlling person may become
subject, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon (i) any untrue statement
or alleged untrue statement of any material fact contained in the Preliminary
Circular or the Offering Circular or any amendment or supplement thereto, or
(ii) the omission or alleged omission to state in the Preliminary
Circular, the Offering Circular, the Final Circular or any amendment or
supplement thereto a material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading, in
each case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to the Company by the
Initial Purchasers specifically for use therein as set forth in Section 9
hereof and, subject to the limitation set forth immediately preceding this
clause, will reimburse as incurred, any legal or other expenses reasonably
incurred by the Company or any affiliates, directors or officers or such
controlling person in connection with investigating, defending against or appearing
as a third-party witness in connection with, any such loss, claim, damage,
liability or action in respect thereof.



 19
 









(c)           Promptly after receipt by any person
to whom indemnity may be available under this Section 7 (the “indemnified party”) of notice of the commencement of any
action, such indemnified party will, if a claim in respect thereof is to be
made against any person from whom indemnity may be sought under this Section 7
(the “indemnifying party”), notify such indemnifying
party of the commencement thereof; but the failure so to notify such
indemnifying party will not relieve such indemnifying party from any liability
which it may have to such indemnified party otherwise than under this
Section 7.  In case any such action
is brought against any indemnified party, and such indemnified party notifies
the relevant indemnifying party of the commencement thereof, such indemnifying
party will be entitled to participate therein and, to the extent that it may
wish, to assume the defense thereof, jointly with any other indemnifying party
similarly notified, with counsel satisfactory to such indemnified party; provided,
however, that if the named parties in any such action (including
impleaded parties) include both the indemnified party and the indemnifying
party and the indemnified party shall have concluded, based on advice of
outside counsel, that representation of both parties by the same counsel would
present such counsel with a conflict of interest, the indemnifying party shall
not have the right to direct the defense of such action on behalf of such
indemnified party or parties and such indemnified party or parties shall have
the right to select separate counsel to defend such action on behalf of such indemnified
party or parties.  After notice from the
indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable to
the indemnified party under this Section 7 for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than reasonable costs of investigation; provided, however, that the Initial
Purchasers shall have the right to employ counsel to represent the Initial
Purchasers and its directors, officers, employees and controlling persons who
may be subject to liability arising out of any claim in respect of which
indemnity may be sought by the Initial Purchasers against the Company and/or
the Principal Subsidiary under this Section 7 if (i) the Company and the
Initial Purchasers shall have so mutually agreed; (ii) the Company have failed
within a reasonable time to retain counsel reasonably satisfactory to the Initial
Purchasers; (iii) the Initial Purchasers and its directors, officers, employees
and controlling persons shall have reasonably concluded that there may be legal
defenses available to them that are different from or in addition to those
available to the Company; or (iv) the named parties in any such proceeding
(including any impleaded parties) include both the Initial Purchasers or its
respective directors, officers, employees or controlling persons, on the one
hand, and the Company and/or the Principal Subsidiary, on the other hand, and
represen­tation of those parties by the same counsel would be inappropriate due
to actual or potential differing interests between them, and in any such event
the fees and expenses of such separate counsel shall be paid by the Company
and/or the Principal Subsidiary.  No
indemnifying party shall (i) without the prior written consent of the
indemnified parties (which consent shall not be unreasonably withheld), settle
or compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, 



 20
 









compromise or
consent includes an unconditional release of each indemnified party from all
liability arising out of such claim, action, suit or proceeding and does not
include any findings of fact or admissions of fault or culpability as to the
indemnified party, or (ii) be liable for any settlement of any such action
effected without its written consent (which consent shall not be unreasonably
withheld), but if settled with the consent of the indemnifying party or if
there be a final judgment for the plaintiff in any such action, the
indemnifying party agrees to indemnify and hold harmless any indemnified party
from and against any loss or liability by reason of such settlement or
judgment.


(d)           (i) 
In circumstances in which the indemnity agreement provided for in the
preceding paragraphs of this Section 7 is unavailable or insufficient, for any
reason, to hold harmless an indemnified party in respect of any losses, claims,
damages or liabilities (including, without limitation, any legal or other
expenses incurred in connection with defending or investigating any action or
claim) (or actions in respect thereof) (“Losses”), the Company and the Principal Subsidiary, on the
one hand, and the Initial Purchasers, on the other, in order to provide for
just and equitable contribution, agree to contribute to the amount paid or
payable by such indemnified party as a result of such Losses to which the
Company and the Principal Subsidiary, on the one hand, and the Initial
Purchasers, on the other, may be subject, in such proportion as is appropriate
to reflect (i) the relative benefits received by the Company and the Principal
Subsidiary, on the one hand, and the Initial Purchasers, on the other, from the
offering of the Notes or (ii) if the allocation provided by the foregoing
clause (i) is unavailable for any reason, not only such relative benefits but
also the relative fault of the Company and the Principal Subsidiary, on the one
hand, and the Initial Purchasers, on the other, in connection with the statements
or omissions or alleged statements or omissions that resulted in such
Losses.  The relative benefits received
by the Company and the Principal Subsidiary, on the one hand, and the Initial
Purchasers, on the other, shall be deemed to be in the same proportion as the
total proceeds from the offering (before deducting expenses) received by the Company
bear to the total discounts and commissions received by the Initial Purchasers
from the Company in connection with the purchase of the Notes hereunder as set
forth in the Final Circular.  The
relative fault of the parties shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or
the omission or alleged omission to state a material fact relates to
information supplied by the Company, the Principal Subsidiary or the Initial
Purchasers, the parties’ intent, relative knowledge, access to information and
opportunity to correct or prevent such statement or omission, and any other
equitable considerations appropriate in the circumstances.  The Company, the Principal Subsidiary and the
Initial Purchasers agree that it would not be just and equitable if
contribution were determined by pro rata allocation or by any other method of
allocation that does not take into account the equitable considerations
referred to above.  Notwithstanding any
other provision of this paragraph (d), the Initial Purchasers shall not be obligated
to make contributions hereunder that in the aggregate exceed the total underwriting
discounts and commissions received by the Initial Purchasers from the Company
in connection with the purchase of the Notes hereunder, and no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. 
For purposes of this paragraph (d), each person, if any, who controls
the Initial Purchasers within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act and each other person listed in Section 7(a)
hereof shall have the same rights to contribution as the Initial Purchasers,
and each affiliate, director or officer of the Company or the Principal
Subsidiary and each person, if any, who controls the Company within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall
have the same rights to contribution as the Company and the Principal
Subsidiary.



 21
 









(e)           The obligations of the Company and
the Principal Subsidiary under this Section 7 shall be in addition to any
obligations or liabilities which the Company and the Principal Subsidiary may
otherwise have and the obligations of the Initial Purchasers under this Section
7 shall be in addition to any obligations or liabilities which the Initial
Purchasers may otherwise have.


8.             Survival.  The respective representations, warranties,
agreements, covenants, indemnities and other statements of the Company and the
Principal Subsidiary, their respective officers, and the Initial Purchasers set
forth in this Agreement or made by or on behalf of them, respectively, pursuant
to this Agreement shall remain in full force and effect, regardless of (i) any
investigation made by or on behalf of the Company and the Principal Subsidiary,
their respective officers or directors or any controlling person referred to in
Section 7 hereof or the Initial Purchasers and (ii) delivery of and payment for
the Notes.  The respective agreements,
covenants, indemnities and other statements set forth in Sections 5 and 7
hereof shall remain in full force and effect, regardless of any termination or
cancellation of this Agreement.


9.             Information Supplied by Initial
Purchasers.  The statements set forth
under the heading “Plan of Distribution—Stabilization and Short Positions” in
the Preliminary Circular and the Offering Circular, to the extent such
statements relate to the Initial Purchasers, constitute the only information furnished
by the Initial Purchasers to the Company for the purposes of Sections 1(a) and
7 hereof.


10.           Notices.  All communications hereunder shall be in
writing and, if sent to the Initial Purchasers, shall be delivered or sent by
mail, telex or facsimile transmission and confirmed in writing to Bear, Stearns
& Co. Inc., 383 Madison Avenue, New York, New York, 10179, Attention:  General Counsel, with a copy to Winston &
Strawn LLP, 35 West Wacker Drive, Chicago, Illinois 60601-9703, Attention:  James J. Junewicz, Esq. and if sent to the
Company, shall be delivered or sent by mail, telex or facsimile transmission
and confirmed in writing to the Company at Cogent Communications Group, Inc.,
1015 31st Street, N.W., Washington, D.C. 20007,
Attention:  Chief Legal Officer with a
copy to Latham & Watkins LLP, 555 Eleventh Street, N.W., Suite 1000,
Washington, D.C. 20021, Attention:  David
M. McPherson, Esq.


11.           Initial Purchaser Default.  (a)  If
any Initial Purchaser shall default in its obligation to purchase the Notes or
the Overallotment Notes which it has agreed to purchase hereunder, you may in
your discretion arrange for you or another party or other parties to purchase
such Notes or the Overallotment Notes on the terms contained herein.  If within thirty-six hours after such default
by any Initial Purchaser you do not arrange for the purchase of such Notes or
the Overallotment Notes, then the Company shall be entitled to a further period
of thirty-six hours within which to procure another party or other parties
satisfactory to you to purchase such Notes or the Overallotment Notes on such
terms.  In the event that, within the
respective prescribed periods, you notify the Company that you have so arranged
for the purchase of such Notes or the Overallotment Notes, or the Company
notifies you that it has so arranged for the 



 22
 









purchase of such Notes or
the Overallotment Notes, you or the Company shall have the right to postpone
the Closing Date for a period of not more than seven days, in order to effect
whatever changes may thereby be made necessary in the Offering Circular, or in
any other documents or arrangements, and the Company agrees to prepare promptly
any amendments to the Offering Circular which in your opinion may thereby be
made necessary.  The term “Initial
Purchaser” as used in this Agreement shall include any person substituted under
this Section with like effect as if such person had originally been a party to
this Agreement with respect to such Notes or the Overallotment Notes.


(b)           If, after giving effect to any
arrangements for the purchase of the Notes or the Overallotment Notes of a
defaulting Initial Purchaser or Initial Purchasers by you and the Company as
provided in subsection (a) above, the aggregate principal amount of such Notes
or the Overallotment Notes which remains unpurchased does not exceed one-eleventh
of the aggregate principal amount of all the Notes or the Overallotment Notes,
then the Company shall have the right to require each non-defaulting Initial
Purchaser to purchase the principal amount of Notes or the Overallotment Notes
which such Initial Purchaser agreed to purchase hereunder and, in addition, to
require each non-defaulting Initial Purchaser to purchase its pro rata share
(based on the principal amount of Notes or the Overallotment Notes which such
Initial Purchaser agreed to purchase hereunder) of the Notes or the
Overallotment Notes of such defaulting Initial Purchaser or Initial Purchasers
for which such arrangements have not been made; but nothing herein shall
relieve a defaulting Initial Purchaser from liability for its default.


(c)           If, after giving effect to any
arrangements for the purchase of the Notes or the Overallotment Notes of a
defaulting Initial Purchaser or Initial Purchasers by you and the Company as
provided in subsection (a) above, the aggregate principal amount of Notes or
the Overallotment Notes which remains unpurchased exceeds one-eleventh of the
aggregate principal amount of all the Notes or the Overallotment Notes, or if
the Company shall not exercise the right described in subsection (b) above to
require non-defaulting Initial Purchasers to purchase Notes or the
Overallotment Notes of a defaulting Initial Purchaser or Initial Purchasers,
then this Agreement shall thereupon terminate, without liability on the part of
any non-defaulting Initial Purchaser or the Company, except for the expenses to
be borne by the Company and the Initial Purchasers as provided in this
Agreement and the indemnity and contribution agreements in Section 7 hereof;
but nothing herein shall relieve a defaulting Initial Purchaser from liability
for its default.


12.           Successors.  This Agreement shall inure to the benefit of
and shall be binding upon the Initial Purchasers, the Company and their
respective successors and legal representatives, and nothing expressed or
mentioned in this Agreement is intended or shall be construed to give any other
person any legal or equitable right, remedy or claim under or in respect of
this Agreement, or any provisions herein contained, this Agreement and all
conditions and provisions hereof being intended to be and being for the sole
and exclusive benefit of the Initial Purchasers, the Company and their
respective successors and legal representatives, and for the benefit of no
other person, except that (i) the indemnities of the Company contained in
Section 7 of this Agreement shall also be for the benefit of any person or persons
who control the Initial Purchasers within the meaning of Section 15 of the
Securities Act or Section 20 of the 



 23
 









Exchange Act and (ii) the
indemnities of the Initial Purchasers contained in Section 7 of this Agreement
shall also be for the benefit of the affiliates, directors and officers of the
Company, and any person or persons who control the Company within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act.  No purchaser of Notes from the Initial
Purchasers shall be deemed a successor to the Initial Purchasers because of
such purchase.


13.           Applicable Law.  This Agreement shall be governed by the laws
of the State of New York.


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


[The remainder of this page is intentionally left
blank.]



 24















If the foregoing correctly sets forth our
understanding, please indicate your acceptance thereof in the space provided
below for that purpose, whereupon this letter shall constitute an agreement
binding the Company and the Initial Purchasers.


	
  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  COGENT COMMUNICATIONS GROUP, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  COGENT COMMUNICATIONS, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Accepted as of the date hereof.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BEAR, STEARNS & CO. INC.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  UBS SECURITIES LLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


Cogent Purchase Agreement
Signature Pages


 













 


	
  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Accepted as of the date hereof.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RBC CAPITAL MARKETS CORPORATION

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  COWEN AND COMPANY, LLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


 


 


Cogent
Purchase Agreement Signature Pages


















Attachment
A


PRICING SUPPLEMENT


Cogent
Communications Group, Inc.


$200,000,000
1.00% Convertible Senior Notes Due 2027


 


	
  Issuer:

  	
   

  	
  Cogent Communications Group, Inc. (“CCOI”)

  
	
  Ticker / Exchange:

  	
   

  	
  CCOI / The NADAQ Global
  Market (“NASDAQ”)

  
	
  Title of securities:

  	
   

  	
  1.00% Convertible
  Senior Notes due 2027 (the “Notes”)

  
	
  Aggregate principal
  amount offered:

  	
   

  	
  $200,000,000

  
	
  Issue price:

  	
   

  	
  $977.50 per $1,000
  principal amount, plus accrued interest, if any

  
	
  Over-allotment option:

  	
   

  	
  $20,000,000

  
	
  Annual interest rate:

  	
   

  	
  The Notes will bear
  interest at an annual rate equal to 1.00%

  
	
  Conversion premium:

  	
   

  	
  75.0%

  
	
  Reference price:

  	
   

  	
  $28.10, which
  represents the last reported sale price per share of the CCOI common stock on
  the NASDAQ on June 5, 2007

  
	
  Base conversion price:

  	
   

  	
  Approximately $49.18
  per share of CCOI common stock, subject to adjustment as described in the
  Preliminary Memorandum.

  
	
  Base conversion rate:

  	
   

  	
  20.3355 shares of CCOI
  common stock per $1,000 principal amount of Notes, subject to adjustment as
  described in the Preliminary Memorandum.

  
	
  Incremental share
  factor:

  	
   

  	
  19.7254, subject to
  adjustment as described in the Preliminary Memorandum.

  
	
  Daily share cap:

  	
   

  	
  In no event will the
  daily conversion rate fraction for any day during the observation period
  exceed one-twentieth of 35.5872 shares, subject to adjustment as described in
  the Preliminary Memorandum. Accordingly, the applicable conversion rate is
  capped and investors will not participate in any price appreciation in the
  Issuer’s common stock above $216.82 per share.

  
	
  Interest payment dates:

  	
   

  	
  June 15 and December 15
  of each year, commencing on December 15, 2007

  
	
  Maturity Date:

  	
   

  	
  June 15, 2027

  
	
  Call dates:

  	
   

  	
  June 20, 2014

  
	
  Put dates:

  	
   

  	
  June 15, 2014, June 15,
  2017 and June 15, 2022

  
	
  Ranking:

  	
   

  	
  The Notes will be
  senior unsecured obligations of CCOI, will rank equally in right of payment
  with all existing and future unsecured senior debt of CCOI and senior in
  right of payment to CCOI’s subordinated debt, if any. The Notes will
  effectively rank junior to any of CCOI’s existing and future secured
  indebtedness to the extent of the value of the assets securing such
  indebtedness. The Notes will also be structurally subordinated in right of
  payment to all indebtedness and other liabilities and commitments (including
  trade payables and lease obligations) of CCOI’s subsidiaries.

  



 


 



 Attachment A
 









 


	
  Use of proceeds:

  	
   

  	
  CCOI will use
  $10,600,000 from the proceeds from this offering to pay off its existing
  7.50% convertible subordinated notes. CCOI will also use $50,000,000 of the
  remaining net proceeds for the repurchase of its common stock, par value
  $0.001 per share, in the open market or through privately negotiated
  transactions and the remainder for general corporate purposes.

  
	
  Listing:

  	
   

  	
  CCOI intends to apply
  to list the Notes to be eligible for trading in the PORTAL Market of the
  Nasdaq Stock Market, Inc.

  
	
  Trade date:

  	
   

  	
  June 6, 2007 Settlement
  date: June 11, 2007

  



 


 


CUSIP: 19239V AA2

ISIN NUMBER: US19239VAA26




	
  Initial Purchaser

  	
   

  	
   

  	
   

  	
  Principal Amount

  of the Notes

  	
   

  
	
  Bear, Stearns
  & Co. Inc. 

  	
   

  	
   

  	
  $

  	
  80,000,000

  	
   

  	
   

  
	
  UBS Securities
  LLC

  	
   

  	
   

  	
  $

  	
  70,000,000

  	
   

  	
   

  
	
  RBC Capital
  Markets Corporation 

  	
   

  	
   

  	
  $

  	
  30,000,000

  	
   

  	
   

  
	
  Cowen and
  Company, LLC

  	
   

  	
   

  	
  $

  	
  20,000,000

  	
   

  	
   

  
	
  Total 

  	
   

  	
   

  	
  $

  	
  200,000,000

  	
   

  	
   

  






 


	
  Adjustment to conversion
  rate upon a Make-Whole Change in Control:

  	
   

  	
  The following table sets forth the stock price,
  effective date and number of additional shares to be added to the applicable
  conversion rate per $1,000 principal amount of the Notes in connection with
  certain change in control transactions as described in the Preliminary
  Memorandum.

  



 


	
   

  	
   

  	
  Stock Price

  	
   

  
	
  Effective
  Date

  	
   

  	
  $

  	
  28.10

  	
   

  	
  $

  	
  30.00

  	
   

  	
  $

  	
  35.00

  	
   

  	
  $

  	
  40.00

  	
   

  	
  $

  	
  45.00

  	
   

  	
  49.18

  	
   

  	
  $

  	
  55.00

  	
   

  	
  $

  	
  60.00

  	
   

  	
  $

  	
  65.00

  	
   

  	
  $

  	
  70.00

  	
   

  
	
  June
  11, 2007*

  	
   

  	
  15.2517

  	
   

  	
  14.7604

  	
   

  	
  13.9177

  	
   

  	
  13.4888

  	
   

  	
  13.2801

  	
   

  	
  13.2098

  	
   

  	
  11.1286

  	
   

  	
  9.7101

  	
   

  	
  8.5476

  	
   

  	
  7.5757

  	
   

  
	
  June
  15, 2008

  	
   

  	
  15.2517

  	
   

  	
  14.2988

  	
   

  	
  13.3452

  	
   

  	
  12.8697

  	
   

  	
  12.6563

  	
   

  	
  12.5969

  	
   

  	
  10.5466

  	
   

  	
  9.1621

  	
   

  	
  8.0370

  	
   

  	
  7.1025

  	
   

  
	
  June
  15, 2009

  	
   

  	
  15.2517

  	
   

  	
  13.7655

  	
   

  	
  12.6635

  	
   

  	
  12.1229

  	
   

  	
  11.8969

  	
   

  	
  11.8969

  	
   

  	
  9.8333

  	
   

  	
  8.4894

  	
   

  	
  7.4089

  	
   

  	
  6.5200

  	
   

  
	
  June
  15, 2010

  	
   

  	
  15.2517

  	
   

  	
  13.1613

  	
   

  	
  11.8442

  	
   

  	
  11.2030

  	
   

  	
  10.9478

  	
   

  	
  10.9069

  	
   

  	
  8.9308

  	
   

  	
  7.6359

  	
   

  	
  6.6103

  	
   

  	
  5.7790

  	
   

  
	
  June
  15, 2011

  	
   

  	
  15.2517

  	
   

  	
  12.9978

  	
   

  	
  10.8655

  	
   

  	
  10.0609

  	
   

  	
  9.7453

  	
   

  	
  9.7032

  	
   

  	
  7.7695

  	
   

  	
  6.5353

  	
   

  	
  5.5799

  	
   

  	
  4.8237

  	
   

  
	
  June
  15, 2012

  	
   

  	
  15.2517

  	
   

  	
  12.9978

  	
   

  	
  9.7093

  	
   

  	
  8.6182

  	
   

  	
  8.1794

  	
   

  	
  8.1167

  	
   

  	
  6.2301

  	
   

  	
  5.0774

  	
   

  	
  4.2207

  	
   

  	
  3.5709

  	
   

  
	
  June
  15, 2013

  	
   

  	
  15.2517

  	
   

  	
  12.9978

  	
   

  	
  8.4070

  	
   

  	
  6.7226

  	
   

  	
  5.9994

  	
   

  	
  5.8707

  	
   

  	
  4.0558

  	
   

  	
  3.0494

  	
   

  	
  2.3709

  	
   

  	
  1.9066

  	
   

  
	
  June
  20, 2014

  	
   

  	
  15.2517

  	
   

  	
  12.9978

  	
   

  	
  8.2359

  	
   

  	
  4.6645

  	
   

  	
  1.8867

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
																															



 


	
   

  	
   

  	
  Stock Price

  	
   

  
	
  Effective
  Date

  	
   

  	
  $

  	
  75.00

  	
   

  	
  $

  	
  80.00

  	
   

  	
  90.00

  	
   

  	
  $

  	
  100.00

  	
   

  	
  125.00

  	
   

  	
  $

  	
  150.00

  	
   

  	
  $

  	
  1750.00

  	
   

  	
  $

  	
  200.00

  	
   

  	
  $

  	
  225.00

  	
   

  	
   

  	
   

  
	
  June
  11, 2007*

  	
   

  	
  6.7511

  	
   

  	
  6.0475

  	
   

  	
  4.9040

  	
   

  	
  4.0196

  	
   

  	
  2.4715

  	
   

  	
  1.4753

  	
   

  	
  0.7749

  	
   

  	
  0.2528

  	
   

  	
  0.0000

  	
   

  	
   

  	
   

  
	
  June
  15, 2008

  	
   

  	
  6.3144

  	
   

  	
  5.6464

  	
   

  	
  4.5654

  	
   

  	
  3.7375

  	
   

  	
  2.2984

  	
   

  	
  1.3735

  	
   

  	
  0.7212

  	
   

  	
  0.2326

  	
   

  	
  0.0000

  	
   

  	
   

  	
   

  
	
  June
  15, 2009

  	
   

  	
  5.7775

  	
   

  	
  5.1525

  	
   

  	
  4.1503

  	
   

  	
  3.3919

  	
   

  	
  2.0871

  	
   

  	
  1.2503

  	
   

  	
  0.6569

  	
   

  	
  0.2091

  	
   

  	
  0.0000

  	
   

  	
   

  	
   

  
	
  June
  15, 2010

  	
   

  	
  5.0948

  	
   

  	
  4.5245

  	
   

  	
  3.6249

  	
   

  	
  22.9551

  	
   

  	
  1.8216

  	
   

  	
  1.0971

  	
   

  	
  0.5779

  	
   

  	
  0.1814

  	
   

  	
  0.0000

  	
   

  	
   

  	
   

  
	
  June 15,
  2011

  	
   

  	
  4.2155

  	
   

  	
  3.7180

  	
   

  	
  2.9550

  	
   

  	
  2.4013

  	
   

  	
  1.4887

  	
   

  	
  0.9080

  	
   

  	
  0.4826

  	
   

  	
  0.1483

  	
   

  	
  0.0000

  	
   

  	
   

  	
   

  
	
  June
  15, 2012

  	
   

  	
  3.0693

  	
   

  	
  2.6746

  	
   

  	
  2.0997

  	
   

  	
  1.7037

  	
   

  	
  1.0789

  	
   

  	
  0.6787

  	
   

  	
  0.3682

  	
   

  	
  0.1093

  	
   

  	
  0.0000

  	
   

  	
   

  	
   

  
	
  June
  15, 2013

  	
   

  	
  1.5827

  	
   

  	
  1.3513

  	
   

  	
  1.0520

  	
   

  	
  0.8689

  	
   

  	
  0.5959

  	
   

  	
  0.4040

  	
   

  	
  0.2308

  	
   

  	
  0.0647

  	
   

  	
  0.0000

  	
   

  	
   

  	
   

  
	
  June 20, 2014

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
   

  	
   

  







* Issue date of the notes.


The exact stock prices and effective dates may not be
set forth in the applicable table, in which case:


·                  If the stock
price is between two stock price amounts in the table or the effective date is
between two effective dates in the table, the number of additional shares by
which the applicable conversion rate for the notes will be increased will be
determined by a straight-line interpolation between the number of additional
shares set forth for the higher and lower stock price amounts and the two
dates, as applicable, based on a 365 day year.



 Attachment A
 









·                  If the stock
price is greater than $225.00 per share, subject to adjustment, no additional
shares will be added to the applicable conversion rate for the notes.


·                  If the stock
price is less than $28.10 per share, subject to adjustment, no additional
shares will be added to the applicable conversion rate for the notes.


Notwithstanding the foregoing, in no event will the
applicable conversion rate for the notes exceed 35.5872 per $1,000 in principal
amount of notes, subject to adjustments in the same manner as the applicable
conversion rate.


The notes will be issued with
original issue discount for United States federal income tax purposes.


The notes will be issued with original issue discount
for United States federal income tax purposes. Thus, in addition to the stated
interest on the notes, holders will be required to include the amounts representing
the original issue discount in gross income on a constant yield basis in
advance of receipt of the cash payments to which such income is attributable.


This communication is intended for the sole use of the
person to whom it is provided by the sender.


These securities have not been registered under the
Securities Act of 1933 (the “Securities Act”), as amended , and may only be
sold to qualified institutional buyers pursuant to Rule 144A of the Securities
Act or pursuant to another applicable exemption from registration.


The information in this term sheet supplements the
Company’s preliminary offering memorandum, dated June 5, 2007 (the “Preliminary
Memorandum”). This term sheet is qualified in its entirety by reference to the
Preliminary Memorandum. Terms used herein but not defined herein shall have the
respective meanings as set forth in the Preliminary Memorandum.


A securities rating is not a recommendation to buy,
sell or hold securities and may be subject to revision or withdrawal at any
time.


ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW
ARE NOT APPLICABLE TO

THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES

WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA

BLOOMBERG OR ANOTHER EMAIL SYSTEM.



 Attachment A















Attachment
B


Allocation Among Initial Purchasers


 




	
  Initial Purchasers

  	
   

  	
   

  	
   

  	
  Principal Amount of Notes

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bear, Stearns & Co.
  Inc.

  	
   

  	
   

  	
  $

  	
  80,000,000

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  UBS Securities LLC

  	
   

  	
   

  	
  $

  	
  70,000,000

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RBC Capital Markets
  Corporation

  	
   

  	
   

  	
  $

  	
  30,000,000

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cowen and Company, LLC

  	
   

  	
   

  	
  $

  	
  20,000,000

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  $

  	
  200,000,000

  	
   

  	
   

  






 



 Attachment B















EXHIBIT A


FORM OF OPINION OF LATHAM & WATKINS LLP


Ladies and Gentlemen:


We
have acted as counsel to Cogent Communications Group, Inc., a Delaware
corporation (the “Company”), in connection with
the sale to you and the other initial purchasers named in the Purchase
Agreement (defined below) (collectively, the “Initial Purchasers”) for whom you are
acting as representatives  (the “Representatives”) on the date hereof
by the Company
of $200,000,000 principal amount of the Company’s 1.00% Convertible Senior Notes
due 2027 (the “Notes”)
pursuant to a purchase agreement, dated June ____, 2007 (the “Purchase Agreement”),
among you, the Company and Cogent Communications, Inc., a Delaware corporation
(“Cogent Inc.”).  The Notes are being issued pursuant to an
indenture, dated as of the date hereof (the “Indenture”), among the Company and Wells
Fargo Bank, N.A., as trustee (the “Trustee”). 
This letter is being furnished to you pursuant to Section 6(a) of the
Purchase Agreement.  Other capitalized
terms used herein without definition have the meanings assigned them in the
Purchase Agreement.


As such counsel, we have
examined such matters of fact and questions of law as we have considered
appropriate for purposes of this letter, except where a specified fact
confirmation procedure is stated to have been performed (in which case we have
with your consent performed the stated procedure).  We have examined, among other things, the
following:


(a)                                  The
Purchase Agreement;


(b)                                 The
Indenture, the form of the Note and the Registration Rights Agreement, dated as
of the date hereof, among you and the Company (the “Registration
Rights Agreement” and together with the Indenture and the Notes,
the “Operative Documents”);


(c)                                  The
preliminary offering memorandum dated June ___, 2007 with respect to the Notes
but excluding the Incorporated Documents (as defined below), together with the
final terms set forth in pricing supplement dated June ___, 2007 (collectively,
the “Pricing Disclosure
Package”);


(d)                                 The
final offering memorandum with respect to the Notes dated June ___, 2007 but
excluding the Incorporated Documents (as defined below) (the “Final Memorandum”);


(e)                                  The
reports filed by the Company with the Securities and Exchange Commission and
incorporated by reference into the Pricing Disclosure Package and the Final
Offering Memorandum (the “Incorporated Documents”);


(f)                                    The agreements filed as exhibits to the
Incorporated Documents (the “Material Agreements”);


(g)                                 The
court or governmental order, writs, judgments or decrees, of any court,
regulatory body, administrative agency, governmental body, arbitration or other
authority having jurisdiction over the Company or any of its properties
specifically directed to the Company that was identified to us by an officer of
the Company as material to the Company and listed in Exhibit A (the “Court Orders”); and



 Exhibit A-1
 









(h)                                 The
Amended and Restated Certificate of Incorporation and Amended and Restated
Bylaws of the Company (the “Governing Documents”),
the Certificate of Incorporation and Bylaws of Cogent Inc. (“Cogent Inc.’s Governing Documents”)
and certain resolutions of the Board of Directors of the Company.


As to facts material to
the opinions, statements and assumptions expressed herein, we have, with your
consent, relied upon oral or written statements and representations of officers
and other representatives of the Company and others, including the
representations and warranties of the Company in the Purchase Agreement.  We have not independently verified such
factual matters.


Whenever a statement herein
is qualified as to knowledge, awareness or a similar phrase, it is intended to
indicate that those attorneys in the firm who have rendered legal services to
the Company do not have current actual knowledge of the inaccuracy of such
statement.  However, except as otherwise
expressly indicated, we have not undertaken any independent investigation to
determine the accuracy of any such statement.


We are opining herein as
to the effect on the subject transaction only of the federal laws of the United
States, the internal laws of the State of New York (solely with respect to
paragraphs 3 through 5, 8 and 9) and the General Corporation Law of the State
of Delaware (the “DGCL”)
(solely with respect to paragraphs 1, 2, 4, 6 and 9) and we express no opinion
with respect to the applicability thereto, or the effect thereon, of the laws
of any other jurisdiction or, in the case of Delaware any other laws, or as to
any matters of municipal law or the laws of any local agencies within any
state.  Our opinions herein are based
upon our consideration of only those statutes, rules and regulations which, in
our experience, are normally applicable to initial issuances and sales of
convertible debt securities in private placement transactions.  Various issues concerning the Company are
addressed in the opinion of Robert N. Beury, Chief Legal Officer of the
Company, separately provided to you, and we express no opinion with respect to
those matters, except as expressly set forth in this letter.


Subject to the foregoing
and the other matters set forth herein, it is our opinion that, as of the date
hereof:


1.     The
Company is a corporation under the general corporation law of the State of
Delaware with corporate power and authority to own its properties and to
conduct its business as described in the Pricing Disclosure Package and the
Final Memorandum.  Based on certificates
from public officials, we confirm that the Company is validly existing and in
good standing under the laws of the State of Delaware.


2.     The
Purchase Agreement has been duly authorized by all necessary corporate action
of the Company, and the Purchase Agreement has been duly executed and delivered
by the Company and Cogent Inc.


3.     The
Indenture has been duly authorized by all necessary corporate action of the
Company, has been duly executed and delivered by the Company and is the legally
valid and binding agreement of the Company, enforceable against the Company in
accordance with its terms.


4.     The
Registration Rights Agreement has been duly authorized by all necessary
corporate action of the Company and has been duly executed and delivered by the
Company.  The Registration Rights
Agreement is the legally valid and binding agreement of the Company,
enforceable against the Company in accordance with its terms.



 Exhibit A-2
 









5.     The Notes
have been duly authorized by all necessary corporate action of the Company and,
when executed, issued and authenticated in accordance with the terms of the
Indenture and delivered to and paid for by you in accordance with the terms of
the Purchase Agreement, will be the legally valid and binding obligations of
the Company, enforceable against the Company in accordance with their terms.


6.     The shares of common stock of the Company, par value $0.001 (the
“Common Stock”), initially issuable
upon exchange for the Notes have been duly authorized and reserved for issuance
and, when issued upon exchange for the Notes in accordance with the terms of
the Indenture and the Notes, will be validly issued, fully paid and
nonassessable and free of preemptive rights arising from the Governing
Documents or, to our knowledge, any other similar contractual rights.


7.     The
statements under the caption “Description of the Notes” and “Description of
Capital Stock” in the Pricing Disclosure Package and the Final Memorandum,
insofar as they purport to describe or summarize the terms of the Notes and the
Common Stock, are accurate descriptions or summaries in all material respects.


8.     No
consent, approval, authorization or order of, or filing with, any New York or
U.S. federal court or governmental agency or body is required for the issuance
and sale of the Notes, the issuance of the Common Stock upon exchange for the
Notes, or for the execution, delivery and performance by each of the Company of
the Purchase Agreement, the Indenture, the Registration Rights Agreement or the
Notes, as applicable, except such as may be required under state securities
laws in connection with the purchase and distribution of the Notes by the
Initial Purchasers, as to which we express no opinion.


9.     The
execution and delivery of the Purchase Agreement, the Indenture and the
Registration Rights Agreement, the issuance and sale of the Notes being
delivered on the date hereof by the Company, the issuance of the Common Stock
by the Company upon exchange for the Notes and the compliance by the Company
with the provisions of the Purchase Agreement, the Indenture and the
Registration Rights Agreement, as applicable, on the date hereof do not: (i)
violate the Governing Documents or the DGCL; (ii) result in the breach of or
default under the terms of any of the Material Agreements; or (iii) violate any
U.S. federal or New York statute, rule or regulation known to us to be
applicable to the Company or any Court Order applicable to the Company.


10.      The
Company is not, and immediately after giving effect to the issuance and sale of
the Notes in accordance with the Purchase Agreement and the application of the
proceeds thereof as described in the Pricing Disclosure Package and the Final
Memorandum under the caption “Use of Proceeds,” will not be, required to be
registered as an “investment company” within the meaning of the Investment
Company Act of 1940, as amended.


11.      No
registration of the Notes under the Securities Act of 1933, as amended, and no
qualification of the Indenture under the Trust Indenture Act of 1939, as
amended, is required for the purchase of the Notes by the Initial Purchasers or
the initial resale of the Notes by the Initial Purchasers, in each case, in the
manner contemplated by the Purchase Agreement, the Pricing Disclosure Package
and the Final Memorandum.  We express no
opinion, however, as to when or under what circumstances any Notes initially
sold by the Initial Purchasers may be reoffered or resold.


The opinions rendered in
paragraphs 3, 4 and 5 relating to the enforceability of the Indenture, the
Registration Rights Agreement and the Notes, respectively, are subject to the
following exceptions, limitations and qualifications: (i) the effect of
bankruptcy, insolvency, reorganization, preference, 



 Exhibit A-3
 









fraudulent transfer, moratorium or other similar laws
relating to or affecting the rights and remedies of creditors; (ii) the effect
of general principles of equity, whether enforcement is considered in a
proceeding in equity or at law (including the possible unavailability of
specific performance or injunctive relief), concepts of materiality,
reasonableness, good faith and fair dealing, and the discretion of the court
before which any proceeding therefor may be brought; (iii) the unenforceability
under certain circumstances under law or court decisions of provisions
providing for the indemnification of or contribution to a party with respect to
a liability where such indemnification or contribution is contrary to public
policy; (iv) we express no opinion as to the enforceability of any provisions
for liquidated damages, default interest, late charges, monetary penalties,
make-whole premiums or other economic remedies to the extent such provisions
are deemed to constitute a penalty; and (v) we express no opinion
concerning the enforceability of (a) the waiver of rights or defenses
contained in Section _____ of the Indenture or (b) any provision requiring
the payment of attorneys’ fees, where such payment is contrary to law or public
policy.


In
rendering the opinion in clause (ii) of paragraph 9 insofar as it requires
interpretation of the Material Agreements, with your consent, (i) we have
assumed that courts of competent jurisdiction would enforce such agreements in
accordance with their plain meaning, (ii) to the extent that any questions
of legality or legal construction have arisen in connection with our review, we
have applied the laws of the State of New York in resolving such questions,
although certain of the Material Agreements may be governed by other laws which
differ from New York law, (iii) we express no opinion with respect to the
effect of any action or inaction by the Company under the Material Agreements
that may result in a breach or default under any Material Agreements, and (iv) we
express no opinion with respect to any matters which would require us to
perform a mathematical calculation or make a financial or accounting
determination. In rendering our opinions in paragraphs 8 and clause (iii) of
paragraph 9, we express no opinion as to securities laws, tax laws, antitrust
or trade regulation laws, insolvency or fraudulent transfer laws, antifraud
laws, margin regulations, NASD rules, Nasdaq Global Market rules, pension or
employee benefit laws, compliance with fiduciary duty requirements,
environmental laws or other laws excluded by customary practice.


We have not been
requested to express and, with your consent, do not render any opinion as to
the applicability to the obligations of the Company under the Indenture and the
Notes of Sections 547 and 548 of the United States Bankruptcy Code or
applicable state law (including, without limitation, Article 10 of the
New York Debtor and Creditor Law) relating to fraudulent transfers and
obligations. We understand, without independent verification, that you have
satisfied yourself on the basis of, among other things, the financial
information furnished to you that the Company is not insolvent and will not be
rendered insolvent by the transactions contemplated by the Operative Documents
and that, after giving effect to such transactions, the Company will not be
left with unreasonably small capital with which to engage in its anticipated
business and the Company will not have intended to incur, nor will have
believed it has incurred, debts beyond its ability to pay as such debts mature.


With your consent, for
purposes of the opinion rendered in paragraph 11, we have assumed that the
representations and agreements made by each of you and the Company contained in
the Purchase Agreement are accurate and have been and will be complied with.


With your consent, we
have assumed (a) that the Operative Documents have been duly authorized,
executed and delivered by the parties thereto other than the Company,
(b) that the Operative Documents constitute legally valid and binding
obligations of the parties thereto other than the Company, enforceable against
the Company in accordance with their respective terms and (c) that the
status of the Operative Documents as legally valid and binding obligations of
the parties is not affected by any (i) breaches of, or defaults under,
agreements or instruments, (ii) violations of statutes, rules, regulations




 Exhibit A-4
 









or court or governmental orders or (iii) failures
to obtain required consents, approvals or authorizations from, or make required
registrations, declarations or filings with, governmental authorities, provided
that, in each case, we make no such assumption to the extent we have opined as
to such matters with respect to the Company.


This letter is furnished
only to you in your capacity as the Initial Purchasers under the Purchase
Agreement and is solely for your benefit in connection with the transactions
referenced in the first paragraph.  This
letter may not be relied upon by you for any other purpose, or furnished to, assigned
to, quoted to, or relied upon by any other person, firm or other entity for any
purpose (including any person, firm or other entity that acquires Notes from
you) without our prior written consent, which may be granted or withheld in our
sole discretion.


 


Very truly yours,



 Exhibit A-5















EXHIBIT
B


FORM OF OPINION OF WINSTON & STRAWN LLP


 


[To be provided.]


 



 Exhibit B-1















EXHIBIT C


FORM OF OPINION OF DAVIS
POLK & WARDWELL


June [    ], 2007


[TO INITIAL PURCHASERS]


Ladies and Gentlemen:


We have acted as
special counsel to you in connection with the sale to you as initial purchasers
by Cogent Communications Group, Inc. (the “Company”) of
$200,000,000 aggregate principal amount of the Company’s 1.00% Convertible
Senior Notes due 2027 (the “Securities”),
pursuant to a purchase agreement dated June [5], 2007 (the “Purchase Agreement”) between the Company and you.  The Securities are to be issued pursuant to
an Indenture dated as of the date hereof (the “Indenture”)
between the Company and Wells Fargo Bank N.A., as trustee (the “Trustee”), and are convertible into shares of the Company’s
common stock, par value $0.001 per share, cash, or a combination thereof, on
the terms set forth in the Indenture. 
This opinion is furnished to you pursuant to Section 6(c) of the
Purchase Agreement.


We have also
participated in the preparation of the preliminary offering circular dated June
[5], 2007 (the “Preliminary  Offering Circular”) and the offering circular dated June
[5], 2007 (the “Final Offering Circular”
and collectively with the Preliminary Offering Circular, the “Offering Circular”), each relating to the
offering of the Securities.  We did not
participate in the preparation of the documents incorporated by reference in
such Offering Circular (the “Incorporated
Documents”) and we have not reviewed the Incorporated Documents.


We have examined
originals or copies, certified or otherwise identified to our satisfaction, of
such documents, corporate records, certificates of public officials and other
instruments as we have deemed necessary or advisable for the purpose of this
opinion.


Capitalized terms
used but not otherwise defined herein are used as defined in the Purchase
Agreement.


Based upon the
foregoing, we are of the opinion that


1. The Securities
have been duly authorized, executed and delivered by the Company and when
authenticated in accordance with the provisions of the Indenture and delivered
to and paid for by the Initial Purchasers pursuant to the Purchase Agreement,
will be valid and binding obligations of the Company, enforceable in accordance
with their terms, subject to applicable bankruptcy, insolvency and similar laws
affecting creditors’ rights generally and equitable principles of general
applicability, and will be entitled to the benefits of the Indenture pursuant
to which such Securities are to be issued; provided that (x) we express no
opinion as to the enforceability of any waiver of rights under any usury or
stay law and (y) we express no opinion as to the validity, legally binding
effect or enforceability of Section [INSERT CROSS REFERENCE TO INDENTURE
SECTION COVERING ADJUSTMENTS TO THE APPLICABLE CONVERSION RATE] of the
Indenture or any related provision in the Securities that require or relate to
adjustments to the applicable conversion rate of the Securities at a rate or in
an amount that a court would determine in the circumstances under applicable
law to be commercially unreasonable or a penalty or forfeiture.


 


 



 Exhibit C-1
 









2. The Indenture
has been duly authorized, executed and delivered by the Company, and is a valid
and binding agreement of the Company and, upon the due authorization, execution
and delivery thereof by each other party thereto, will be a valid and binding
obligation of the Company enforceable against the Company and in accordance
with its terms, subject to applicable bankruptcy, insolvency and similar laws
affecting creditors’ rights generally and equitable principles of general
applicability; provided that (x) we express no opinion as to the enforceability
of any waiver of rights under any usury or stay law and (y) we express no
opinion as to the validity, legally binding effect or enforceability of [INSERT
CROSS REFERENCE TO INDENTURE SECTION COVERING ADJUSTMENTS TO THE APPLICABLE
CONVERSION RATE] of the Indenture or any related provision in the Securities
that require or relate to adjustments to the applicable conversion rate of the
Securities at a rate or in an amount that a court would determine in the
circumstances under applicable law to be commercially unreasonable or a penalty
or forfeiture.


We
have considered the statements included in the Final Offering Circular under
the captions “Description of the Notes” insofar as they summarize provisions of
the Indenture.  In our opinion, such
statements fairly summarize in all material respects such document.


In
rendering the foregoing opinions, we have assumed that each party to each of
the Indenture and the Securities (the “Documents”) has
been duly organized and is validly existing and in good standing under the laws
of its jurisdiction of organization.  In
addition, we have assumed that the execution, delivery and performance by each
party thereto of each Document to which it is a party, (1) are within its
corporate powers, (2) do not contravene, or constitute a default under, the
certificate of incorporation or bylaws or other constitutive documents of such
party, (3) require no action by or in respect of, or filing with, any
governmental body, agency or official and (4) do not contravene, or constitute
a default under, any provision of applicable law or regulation or any judgment,
injunction, order or decree or any agreement or other instrument binding upon such
party.


We
are members of the Bar of the State of New York and the foregoing opinion is
limited to the laws of the State of New York and the federal laws of the United
States of America.


This
opinion is rendered solely to you in connection with the Purchase
Agreement.  This opinion may not be
relied upon by you for any other purpose or relied upon by any other person
(including any person acquiring Securities from you) or furnished to any other
person without our prior written consent.


Very truly yours,


 


 


 



 Exhibit C-2















EXHIBIT D


FORM OF OPINION OF ROBERT
BEURY


June 11, 2007


 


Re:          Cogent Communications Group, Inc.


Ladies and Gentlemen:


I am chief legal officer
of Cogent Communications Group, Inc. The capitalized terms herein have the
meaning set forth in the Purchase Agreement.


In my opinion the Company
has an authorized capitalization as set forth in the Offering Circular, and all
of the issued shares of capital stock of the Company have been duly authorized
and validly issued, are fully paid and non-assessable, conform to the
description thereof contained in the Offering Circular and were issued in
compliance with federal securities laws and not in violation of any preemptive
right arising under Delaware law.  All of
the Company’s options and warrants have been duly authorized and validly
issued, conform to the description thereof contained in the Offering Circular
and were issued in compliance with federal securities laws.  All of the issued shares of capital stock of
the Principal Subsidiary of the Company have been duly authorized and validly
issued, are fully paid, non-assessable and are owned directly or indirectly by
the Company, free and clear of all liens, encumbrances, equities or claims,
except for such liens, encumbrances, equities or claims as are described in the
Offering Circular or as could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.


In my opinion here are no
preemptive or other rights to subscribe for or to purchase any shares of the
common stock sold pursuant to the Offering Circular pursuant to the Company’s
charter or bylaws or any agreement to which the Company is a party known to
such counsel.


To my knowledge, there
are no legal or governmental proceedings pending to which the Company or any of
its subsidiaries is a party or of which any property or assets of the Company
or any of its subsidiaries is the subject that seeks to prevent, delay or
impose material restrictions on the performance of the Agreement or the
consummation of the transactions contemplated thereby; and, to my knowledge, no
such proceedings are threatened or contemplated by governmental authorities or
others.


Allied Riser
Communications Corporation is a corporation under the general corporation law
of the State of Delaware and Network Equipment Solutions LLC is a limited
liability company under the law of the State of Delaware, each with power and
authority to own its properties and to conduct its business as described in the
Offering Circular.  Based on certificates
from public officials, I confirm that Allied Riser Communications Corporation
and Network Equipment Solutions LLC are validly existing and in good standing
under the laws of the State of Delaware. 



 


 


 


 



 Exhibit D-1
 









Allied Riser
Communications Corporation is qualified to do business in Delaware.  Network Equipment Solutions and Cogent
Communications, Inc. are qualified to do business in Delaware, California, the
District of Columbia, Illinois, New York, Texas, and Virginia.


I am the chief legal
officer of the Company and have participated in the preparation of the Offering
Circular and based on my participation, I advise you that no facts came to my
attention that caused me to believe that the Offering Circular, at June 11,
2007, contained an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading, or that the Offering Circular, as of the date hereof,
contained or contains an untrue statement of a material fact or omitted or
omits to state a material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading; it being
understood that I express no belief with respect to the financial statements,
schedules, or other financial data included or incorporated by reference in, or
omitted from, the Offering Circular Supplement dated June 11, 2007.


My opinion is based on my
familiarity with transactions and activities of the Company and its
subsidiaries, review of selected documents which I believe are relevant, and
information provided to me by employees, outside counsel, and others.  You have agreed to these limitations on the
scope of my review conducted to express this opinion. This letter is furnished
only to you in your capacity as initial purchaser and is solely for your
benefit in connection with the transactions referenced in the first
paragraph.  This letter may not be relied
upon by you for any other purpose, or furnished to, assigned to, quoted to, or
relied upon by any other person, firm or other entity for any purpose
(including any person, firm or other entity that acquires Notes from you)
without our prior written consent, which may be granted or withheld in our sole
discretion. This letter is sent to you on behalf of Cogent Communications
Group, Inc. and its subsidiaries and not in my personal capacity.


Yours truly,


Robert N. Beury Jr.


Chief Legal Officer


 


 


 



 Exhibit D-2















EXHIBIT E


FORM OF OPINION OF
ELVINGER HOSS ET PRUSSEN


Luxembourg, [    ] June 2007


	
  O/Ref. :

  	
   

  	
  FF/ CLA

  	
   

  	
   

  
	
  Re :

  	
   

  	
  Cogent Communications Group, Inc. - Cogent Europe
  S.à r.l.

  	
   

  	
   

  



 


Ladies and Gentlemen,


We have acted as special counsel in Luxembourg to
Cogent Europe S.à r.l., a société à responsabilité
limitée incorporated under the laws of the Grand Duchy of Luxembourg
with a share capital of EUR 12,500 having its registered office at 5, rue
Eugène Ruppert, L-2453 Luxembourg, which is registered with the Registre de Commerce et des Sociétés of Luxembourg under
number RCS B 75 672 (the “Company”).


1.               We
have examined the following documents:


a.                    The
articles of association dated 30th August 2004 (the “Articles”);


b.                   An
extract relating to the Company issued by the Luxembourg Trade and Companies
Register on June 2007;


c.                    A
scanned copy of the shareholder register of the Company dated 13th March [    ]
June 2007 (the “Register”);


d.                   a certificate dated [    ] June 2007 issued by the greffe de la deuxième
section du Tribunal d’arrondissement de et à Luxembourg (“Greffe”) certifying that the Company has not been declared
insolvent (the “Certificate”);


The documents listed hereabove under a. [to d. are
together referred to as the “Documents”.


We have enquired on [    ]
June 2007 at [    ] a.m. with the Greffe as
to whether bankruptcy proceedings against the Company had been filed as at [    ]
June 2007  with the Court in Luxembourg.
The person to whom we spoke confirmed that to her knowledge no such procedure
had been filed to that time or was currently pending before the court. It
should be noted that we can however not opine as to whether a writ has been
introduced against the company and has not yet been enrolled with the court.


 


 



 Exhibit E-1
 









We have further inspected
the file of the Company as kept on [    ] June 2007 with
the Registre de Commerce et des Sociétés of
Luxembourg.


We have not made any further search or investigation,
other than the company search at the Registre de Commerce et
des Sociétés of Luxembourg on [    ] June  2007 and the query referred to hereabove with
the Greffe.


Except for the Documents referred to above, we have
not received and not examined any other document, contract, agreement or
instrument to which the Company is a party or by which the Company is bound.


2.               For
the purpose of giving this opinion, we have assumed the following:


a.                        The
genuineness of all signatures and of all documents submitted to us as originals
and the completeness and conformity to originals thereof of all documents
submitted to us as copies or specimens, and that each signature on a document
is the signature of the individual so identified and the signature of an
individual who is not identified is the genuine signature of a person duly
authorised to represent the relevant party to the document;


b.                          All
documents supplied to us as photocopies or facsimile transmitted copies or
others copies conform to the originals and such originals are authentic and
complete;


c.                    All
copies certified and all documents dated earlier than the date of this opinion
of which we have expressed a reliance remain accurate, complete and in full
force and effect at the date of this opinion;


d.                       The
Articles have not been amended or rescinded and are in full force and effect;


e.                       The
Company has not passed a resolution for its winding-up and no steps have been
taken to file for bankruptcy, controlled management or any other insolvency
regime or protection from creditors in Luxembourg or any other relevant
jurisdiction.


f.                      No
foreign law affects the opinions set out herein;


g.                   The
Register is complete, accurate and up to date and there have been no transfers
of shares or other transactions in relation to the shares of the Company which
have not yet been duly inscribed in the Register.


 



 Exhibit E-2
 









3.               Subject
to the assumptions in Section 2 hereof and the reservations set out in Section
4 below, we are of the following opinion:


a.                                       Due incorporation and valid existence


The Company is a société à responsabilité limitée duly established under the
laws of Luxembourg. The Company is validly existing under the laws of
Luxembourg and has the capacity to sue and to be sued in its own name.


The Company has the power
and authority to own its properties and to conduct the business in accordance
with the terms of its Articles. On the basis of a copy of the Register dated [    ]
June 2007, it appears that all of the issued shares of capital stock of the
Company have been duly and validly authorized and issued, and are fully paid
and are owned directly by Symposium Gamma, Inc.


4.               The
above opinions are subject to the following qualification:


corporate
documents (including, but not limited to, the notice of a winding-up order or
resolution, notice of the appointment of a receiver, manager, administrator or
administrative receiver) may not be held at the Registre de
Commerce et des Sociétés of Luxembourg and/or at the clerk’s office
of the Luxembourg district court (sitting in commercial matters) immediately
and that there may be delay in the relevant notice appearing on the file of the
Company;


5.               We
express no opinion as to any laws other than the laws of the Grand Duchy of
Luxembourg in force and applied as of the date hereof, and this opinion is to
be construed under Luxembourg law. We undertake no responsibility to notify any
addressee of this opinion of any change in the laws of Luxembourg or their
construction, interpretation or application after the date of this opinion
affecting the Company which may have any bearing on this opinion.


In this opinion
Luxembourg legal concepts are translated in English terms and not in their
original French terms used in Luxembourg laws the concepts concerned may not be
identical to the concepts described by the same English terms as they exist
under the laws of other jurisdictions. This opinion may, therefore, only be
relied upon under the express condition that any issues of interpretation or
any other issues arising there under be governed by Luxembourg law and subject
to the exclusive jurisdiction of the Luxembourg courts.


 


 


 



 Exhibit E-3
 









 


This opinion is for the
sole benefit of the addressee hereof in relation with the subject matter
referred to above and may be relied upon by any other person without our prior
written consent.


	
  

  	
   

  	
   

  	
   

  	
  Yours sincerely,

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Elvinger, Hoss & Prussen

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


 


 


 


 


 


 


 



 Exhibit E-4